What the board approved
On September 23, 2026, Waaree Energies' board approved a draft Scheme of Amalgamation to merge Indosolar Limited (the Transferor Company) into Waaree Energies (the Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. Both companies belong to the same group and both manufacture solar photovoltaic modules. Per the filing, the two are related parties, and the amalgamation does not attract Section 188 requirements under an MCA circular.
The scheme remains subject to statutory, regulatory and customary approvals — from BSE, NSE, the jurisdictional National Company Law Tribunal, and the shareholders and creditors of the companies involved. Once effective, Indosolar will be dissolved without being wound up.
The consideration and the rationale
The deal is settled in shares, not cash. Per the filing, Indosolar's public shareholders will receive Waaree equity at a fixed exchange ratio, arrived at from a Joint Share Exchange Ratio Report by two registered valuers — SSPA & CO. and GT Valuation Advisors — with a fairness opinion from SEBI-registered merchant banker Emkay Global Financial Services.
The stated rationale centres on backward integration. Per the filing, Indosolar makes modules but has no cell manufacturing capacity of its own, depending on Waaree or third parties for its principal raw materials. Folding cell and module manufacturing into one entity, the company said, creates a backward-integrated undertaking, eliminates continuing related-party transactions arising from cell supply, and simplifies the group by removing a separately listed entity's compliance obligations.