Waaree Energies Board Approves Indosolar Merger Scheme

Waaree Energies Ltd.'s board has approved the draft Scheme of Amalgamation of Indosolar Ltd. with the company and their respective shareholders.

The approval was given at a board meeting. The proposed amalgamation is being undertaken under Sections 230 to 232 of the Companies Act, 2013.

Indosolar and Waaree Energies are part of the same group and are both engaged in the manufacture of solar photovoltaic modules. Indosolar does not have cell manufacturing capacity and depends on Waaree Energies or external third parties for its principal raw materials.

According to the company, the proposed amalgamation would consolidate cell and module manufacturing under one entity and simplify the group structure. It would also eliminate continuing related-party transactions arising from cell supplies between the companies.

Waaree Energies said the merger would consolidate assets and liabilities, enable unified governance and procurement, and reduce duplicated compliance requirements such as separate audits, board meetings, statutory filings and related-party disclosures.

Under the proposed share exchange ratio, shareholders of Indosolar, other than shares held by Waaree Energies, will receive one fully paid-up equity share of Waaree Energies for every 11 fully paid-up equity shares of Indosolar, subject to the scheme becoming effective.

The share exchange ratio was determined based on a joint share exchange ratio report dated September 23, 2026, prepared by registered valuers SSPA & Co. and GT Valuation Advisors Private Limited. Emkay Global Financial Services Limited has issued a fairness opinion on the ratio.

As of June 30, 2026, Indosolar had total assets of INR 404.92 crore, net worth of INR 323.63 crore and turnover of INR 68.36 crore. Waaree Energies had total assets of INR 23,798.16 crore, net worth of INR 13,869.90 crore and turnover of INR 6,221.67 crore.

If the scheme becomes effective, Indosolar will be dissolved without winding up. Waaree Energies’ total equity shares are proposed to increase from 28,76,51,335 to 28,85,99,534.

The promoter shareholding in Waaree Energies is proposed to change from 64.12 percent to 63.91 percent, while public shareholding is proposed to increase from 35.88 percent to 36.09 percent.