Waaree Energies Limited has announced that its Board of Directors has approved a Scheme of Amalgamation of Indosolar Limited into Waaree Energies Limited, under Sections 230 to 232 of the Companies Act, 2013.
The scheme, approved on September 23, 2026, proposes the merger of Indosolar, a solar photovoltaic (PV) module manufacturer, with Waaree Energies. The transaction is subject to approvals from the relevant regulatory authorities, stock exchanges, the National Company Law Tribunal (NCLT), and the shareholders and creditors of the respective companies.
Financial Profile of the Companies
As of June 30, 2026, Indosolar reported total assets of ₹404.92 crore, net worth of ₹323.63 crore and turnover of ₹68.36 crore.
Waaree Energies reported total assets of ₹23,798.16 crore, net worth of ₹13,869.90 crore and turnover of ₹6,221.67 crore for the same period.
Indosolar is engaged in the manufacturing of solar PV modules, while Waaree Energies operates across solar PV module and cell manufacturing, solar energy project development and electricity sales.
Share Exchange Ratio
Under the proposed scheme, shareholders of Indosolar will receive one equity share of Waaree Energies with a face value of ₹10 for every 11 equity shares of Indosolar, also having a face value of ₹10 each.
The share exchange ratio was determined based on valuations conducted by registered valuers SSPA & CO. and GT Valuation Advisors Private Limited. Emkay Global Financial Services Limited provided an independent fairness opinion on the proposed ratio.
Following the effectiveness of the scheme, Indosolar will be dissolved without winding up.
Impact on Waaree Energies’ Shareholding
The proposed amalgamation will increase Waaree Energies’ total outstanding equity shares from 28.77 crore to 28.86 crore.
The promoter group’s shareholding is expected to increase from 63.91% to 64.12%, while public shareholding is expected to change from 36.09% to 35.88%.
Strategic Rationale
Waaree Energies said the proposed amalgamation is intended to provide several operational and financial benefits.
The merger is expected to support backward integration by combining Indosolar’s module manufacturing operations with Waaree’s existing cell and module manufacturing capabilities. This could help reduce reliance on external supplies and strengthen raw material security and domestic content traceability.
The consolidation is also expected to simplify the group’s corporate structure by eliminating duplicate compliance requirements, administrative costs, audits, board meetings and certain related-party transaction disclosures.
For Indosolar’s public shareholders, the scheme would provide an opportunity to hold equity in Waaree Energies, a larger and more diversified listed entity.
The amalgamation is also expected to support capital efficiency through centralized procurement, consolidated borrowing and potentially lower financing costs, along with more coordinated capital deployment.
Regulatory Approvals
The proposed merger is a related-party transaction within the same group and remains subject to applicable statutory and regulatory approvals.
The scheme will require approvals from the BSE Limited, National Stock Exchange of India Limited, the jurisdictional NCLT, and the shareholders and creditors of the companies, along with other approvals that may be required under applicable laws.
The amalgamation will become effective only after the necessary regulatory and statutory conditions and approvals have been fulfilled.
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