Board approves Scheme of Amalgamation of Indosolar with the company; 1 share for every 11 Indosolar shares

The Board has approved a draft Scheme of Amalgamation under which group company Indosolar Limited merges into Waaree Energies.

Thu 24 Sep 2026

Swap Ratio

1 equity share of Rs. 10 each of Waaree for every 11 equity shares of Rs. 10 each of Indosolar

Indosolar Total Assets

₹ 404.92 crore

Indosolar Net Worth

₹ 323.63 crore

Waaree Total Assets

₹ 23,798.16 crore

Share Count Change

28,76,51,335 to 28,85,99,534 shares

What was decided

The Board of Waaree Energies, at its meeting on September 23, 2026, approved the draft Scheme of Amalgamation of Indosolar Limited (Transferor Company) with Waaree Energies Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. The meeting ran from 03:30 P.M. to 05:45 P.M. (IST).

Swap ratio

• 1 (one) equity share of INR 10 each fully paid up of Waaree for every 11 (Eleven) equity shares of INR 10 each fully paid up of Indosolar, for Indosolar shareholders other than Waaree itself.
• The ratio is based on a Joint Share Exchange Ratio Report by SSPA & CO. and GT Valuation Advisors Private Limited, both Registered Valuers, dated September 23, 2026.
• Emkay Global Financial Services Limited, an independent SEBI registered Merchant Banker, has issued a Fairness Opinion on the ratio.

Size of the two companies (as on June 30, 2026)

• Indosolar: total assets ₹ 404.92 crore, net worth ₹ 323.63 crore, turnover ₹ 68.36 crore.
• Waaree Energies: total assets ₹ 23,798.16 crore, net worth ₹ 13,869.90 crore, turnover ₹ 6,221.67 crore.

Effect on shareholding

• Waaree shares outstanding go from 28,76,51,335 pre-Scheme to 28,85,99,534 post-Scheme.
• Promoters: 18,44,42,013 shares, 64.12% pre-Scheme and 63.91% post-Scheme (same share count, larger base).
• Public: from 10,32,09,322 shares (35.88%) to 10,41,57,521 shares (36.09%).
• Indosolar's shareholding as on June 30, 2026: promoters 3,11,73,505 shares (74.93%), public 1,04,30,186 shares (25.07%), total 4,16,03,691 shares. On the Scheme becoming effective, Indosolar will be dissolved without winding up.

Why the company says it is doing this

• Indosolar makes solar photovoltaic modules but has no cell manufacturing capacity and depends on Waaree or third parties for its principal raw material; the merger puts cell and module manufacturing into one backward-integrated entity.
• It ends continuing related party transactions on cell supply and the conflict in allocating cell output between two shareholder groups.
• Group structure is simplified and Indosolar's separate listed-entity obligations cease; duplicated audits, board meetings, updates and disclosures are removed.
• Indosolar's public shareholders receive shares in a larger, more liquid listed entity.
• Unified governance, consolidated procurement and borrowing at Waaree's cost of funds are expected to give operational synergies.

Related party angle

The companies are related parties to each other. Per MCA General Circular No. 30/2014, transactions arising out of amalgamations under the Act do not attract Section 188 requirements; the consideration is stated to be discharged on an arm's length basis.

What happens next

The Scheme is subject to statutory, regulatory and customary approvals, including from BSE, NSE, the jurisdictional National Company Law Tribunal, and the shareholders and creditors (as applicable) of the companies involved. The Scheme will be put on the company's website after it is submitted to BSE and NSE.

How investors may read it

This is a group consolidation that adds a relatively small entity to Waaree's balance sheet while issuing a modest number of new shares, so dilution for existing shareholders is limited. Completion depends on multiple approvals and timelines are not in the company's sole control.

Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.