Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable

Nature of Filing / Announcement: Intimation of Outcome of Board Meeting regarding Scheme of Amalgamation

Key Financial Highlights:

The document provides financial metrics for both companies as of June 30, 2026:

Indosolar Limited (Transferor Company) - ₹ in crores:

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

Waaree Energies Limited (Transferee Company) - ₹ in crores:

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

Corporate Actions:

Scheme of Amalgamation:

  • Board approved the draft Scheme of Amalgamation of Indosolar Limited with Waaree Energies Limited
  • Scheme is pursuant to Sections 230 to 232 of the Companies Act, 2013
  • Share exchange ratio: 1 equity share of Waaree Energies (₹10 face value) for every 11 equity shares of Indosolar (₹10 face value)
  • Share exchange ratio determined by joint valuation report from SSPA & CO. (IBBI/RV-E/06/2020/126) and GT Valuation Advisors Private Limited (IBBI/RV-E/05/2020/134) dated September 23, 2026
  • Fairness opinion provided by Emkay Global Financial Services Limited (SEBI Registration No. INM000011229)

Shareholding Pattern Changes:

Indosolar Limited (pre-Scheme):

  • 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:

  • Pre-Scheme: 28,76,51,335 shares total (Promoters: 18,44,42,013 shares - 64.12%; Public: 10,32,09,322 shares - 35.88%)
  • Post-Scheme: 28,85,99,534 shares total (Promoters: 18,44,42,013 shares - 63.91%; Public: 10,41,57,521 shares - 36.09%)

Other Significant Information:

Business Rationale:

  • Both companies manufacture solar photovoltaic modules
  • Transferor Company lacks cell manufacturing capacity and depends on Transferee Company for raw materials
  • Creates backward-integrated undertaking with integrated production planning
  • Simplifies group structure and eliminates separate listed entity obligations for Indosolar
  • Public shareholders of Indosolar will receive shares in larger, more liquid Waaree Energies
  • Enables operational synergies, unified governance, and consolidated procurement
  • Eliminates duplicated compliance layers including separate audits and statutory filings
  • Achieves optimal capital utilization and enhances operational efficiencies

Business Areas:

  • Indosolar: Manufacturing of solar photo-voltaic modules
  • Waaree Energies: Manufacturing of solar photo-voltaic modules and solar cells, setting up solar projects, and sale of electricity

Meeting Details:

  • Board meeting commenced at 03:30 PM (IST) and concluded at 05:45 PM (IST) on September 23, 2026