What was filed
On 23 September 2026, Waaree Energies' board approved a draft Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, merging Indosolar Limited (the transferor) into Waaree Energies (the transferee). Both companies belong to the same group, and the filing describes the amalgamation as a related-party transaction with consideration discharged on an arm's length basis. The scheme remains subject to approvals from BSE, NSE, the National Company Law Tribunal, and the respective shareholders and creditors. Once effective, Indosolar will be dissolved without winding up, and its public shareholders will receive Waaree shares in place of their Indosolar holdings.
The rationale: cell and module under one roof
Per the filing, Indosolar manufactures solar photovoltaic modules but has no cell-manufacturing capacity of its own, leaving it dependent on Waaree or third parties for its principal raw material — a dependence that, the filing says, shapes its production volumes, cost structures and margins. Waaree frames the merger as creating a single backward-integrated undertaking combining cell and module manufacturing, ending the continuing related-party transactions arising from cell supply, and simplifying the group by removing a separately listed entity and its duplicated compliance obligations.
What holders of each side receive
The exchange ratio was set by two registered valuers, with a fairness opinion from SEBI-registered merchant banker Emkay Global Financial Services. Indosolar's public shareholders will move into what the filing calls a larger and more liquid listed entity. For existing Waaree holders, the merger involves issuing new shares to Indosolar's outside shareholders, which modestly shifts the shareholding pattern — the filing shows Waaree's promoter stake easing slightly and the public float rising correspondingly after the scheme takes effect.