Waaree Energies board approved a draft scheme to amalgamate with its subsidiary, Indosolar Limited . The move simplifies the group structure and integrates solar module manufacturing.

The Board of Directors met on September 23, 2026, and approved the draft Scheme of Amalgamation pursuant to Sections 230 to 232 of the Companies Act, 2013. The transaction is subject to statutory approvals, including those from stock exchanges, the National Company Law Tribunal, and shareholders of both entities. Upon effectiveness, Indosolar will be dissolved without winding up.

Strategic Rationale and Integration

The primary objective is to consolidate assets and liabilities within the same group. Indosolar, engaged in manufacturing solar photovoltaic modules, lacks cell manufacturing capacity and depends on Waaree or third parties for raw materials. This dependence impacts its cost structures and margins. Merging the entities creates a backward-integrated undertaking with optimized inventory and improved domestic content traceability. It also eliminates related party transactions arising from cell supply.

Financial Scale of Entities

The following table outlines the financial position of both companies as on June 30, 2026:

Share Exchange Ratio and Impact

The scheme involves a share exchange ratio of 1 equity share of Waaree Energies for every 11 equity shares of Indosolar held by public shareholders. This ratio was determined by registered valuers SSPA & CO. and GT Valuation Advisors Private Limited, with a fairness opinion provided by ITI Capital Limited.

The transaction is classified as a related party transaction but is exempt from Section 188 requirements under MCA General Circular No. 30/2014. The consideration is discharged on an arm's length basis.

Shareholding Pattern Changes

Upon the scheme becoming effective, Indosolar public shareholders will receive shares in Waaree Energies. This results in a marginal shift in Waaree's promoter holding from 64.12% to 63.91%, while public shareholding increases from 35.88% to 36.09%.

What the Numbers Show

Indosolar’s turnover of ₹68.36 crore represents approximately 1.1% of Waaree Energies’ ₹6,221.67 crore turnover. Despite this small revenue contribution, Indosolar holds net worth of ₹323.63 crore, which is about 2.3% of Waaree’s net worth. The merger primarily addresses operational dependencies rather than significant scale expansion, consolidating a smaller entity with specific manufacturing gaps into the larger parent company.

Waaree Energies has set an EBITDA forecast of ₹7,000 to ₹7,500 crore for FY27. This new target aligns with the company’s previously stated operating margin outlook of 15% to 20%.

Margin Outlook and Order Details

The solar module manufacturer expects to maintain margins within the 15% to 20% range amidst its ongoing expansion. This guidance accompanies the announcement of a large-scale order. However, Waaree Energies explicitly refused to disclose the name of the client associated with this 2 GW contract.

No further financial details, such as the value of the order or specific revenue impacts, were provided in the available information. The focus remains on the margin projection and the confidentiality of the major client relationship.

Financial Guidance

The newly disclosed EBITDA forecast provides a concrete absolute value target for the fiscal year ending March 2027. The range of ₹7,000 to ₹7,500 crore offers a clearer picture of expected profitability compared to the percentage-based margin guidance alone.