Summary of Key Information:

Reporting Period: Not Applicable

Nature of Filing / Announcement: Outcome of Board Meeting - Scheme of Amalgamation

Key Financial Highlights:

As of June 30, 2026 financial metrics for the amalgamating companies:

Indosolar Limited (Transferor Company):

  • Total assets: ₹404.92 crore
  • Net worth: ₹323.63 crore
  • Turnover: ₹68.36 crore

Waaree Energies Limited (Transferee Company):

  • Total assets: ₹23,798.16 crore
  • Net worth: ₹13,869.90 crore
  • Turnover: ₹6,221.67 crore

Corporate Actions:

The Board has approved a scheme of amalgamation of Indosolar Limited with Waaree Energies Limited and their respective shareholders pursuant to Sections 230 to 232 of the Companies Act, 2013.

Share Exchange Ratio: 1 (one) equity share of INR 10 each fully paid up of Waaree Energies Limited for every 11 (Eleven) equity shares of INR 10 each fully paid up of Indosolar Limited.

The Share Exchange Ratio was determined by joint valuation from SSPA & CO (Registration No. IBBI/RV-E/06/2020/126) and GT Valuation Advisors Private Limited (Registration No. IBBI/RV-E/05/2020/134) pursuant to their report dated September 23, 2026.

ITI Capital Limited (SEBI Merchant Registration No. INM000010924), an independent SEBI registered Merchant Banker, has issued its Fairness Opinion on the Share Exchange Ratio.

Shareholding Pattern Changes:

Indosolar Limited Pre-Scheme (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 (100.00%)

Waaree Energies Limited Shareholding Changes:

Pre-Scheme (as on June 30, 2026):

  • Promoters: 18,44,42,013 shares (64.12%)
  • Public: 10,32,09,322 shares (35.88%)
  • Total: 28,76,51,335 shares (100.00%)

Post-Scheme:

  • Promoters: 18,44,42,013 shares (63.91%)
  • Public: 10,41,57,521 shares (36.09%)
  • Total: 28,85,99,534 shares (100.00%)

Business Rationale:

The Transferor Company manufactures solar photovoltaic modules while the Transferee Company manufactures solar photovoltaic modules and solar cells, and sets up solar projects. Key benefits include:

  • Backward integration creating integrated manufacturing capabilities
  • Operational synergies through unified governance and consolidated procurement
  • Enhanced liquidity for Indosolar shareholders through shares in larger, more liquid Waaree Energies
  • Reduction of administrative responsibilities and compliance costs
  • Optimal utilization of capital and operational efficiencies
  • Simplification of corporate structure

Other Significant Information:

The Scheme will be available on the company website at https://indosolar.co.in after submission with BSE and NSE.

Upon the Scheme becoming effective, Indosolar Limited shall be dissolved without winding up.