Waaree Energies has entered into a joint venture with Ultratech Cement Limited (UCL) to develop solar energy projects. The deal involves Waaree Forever Energies Private Limited, a wholly owned subsidiary of Waaree Energies, and Solaris Horizon Energy Private Limited (SHEPL), a wholly owned subsidiary of Waaree Forever.

The parties executed an Energy Supply Agreement (ESA) and a Share Subscription and Shareholders’ Agreement (SSHA) on August 12, 2026. Under the terms of the SSHA, UCL will subscribe to and hold 26% of the total paid-up equity share capital of SHEPL. The cash consideration for this subscription is ₹27.76 crore (₹27,75,50,000).

Deal Structure and Timeline

SHEPL was incorporated in FY26 as a special purpose vehicle and has not yet commenced business operations. The transaction is not classified as a related party transaction, and UCL does not belong to the promoter group or group companies of Waaree Energies.

Completion of the sale is expected within 180 days from the execution of the agreements, subject to the fulfillment of conditions precedent and subsequent outlined in the SSHA and ESA. The ESA stipulates that the parties will supply and offtake electricity generated from the project undertaken by SHEPL.

What the Numbers Show

The valuation implied by the transaction places the total equity value of SHEPL at approximately ₹106.77 crore, based on UCL’s 26% stake being valued at ₹27.76 crore. This structure allows Waaree Energies to retain a controlling 74% interest while securing a strategic industrial off-taker in UCL, which is engaged in cement manufacturing and the sale of grey cement, ready mix concrete, and white cement. The deal aligns with regulatory disclosures under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The C.T. Doshi Family Trust has completed the acquisition of a 44.14% stake in Waaree Energies through an off-market gift from promoter Mr. Chimanlal Tribhuvandas Doshi. Executed on July 16, 2026, the transaction consolidates promoter family control to streamline succession planning without altering the aggregate promoter shareholding or affecting public shareholders. This move ensures smooth intergenerational wealth transfer while maintaining compliance with Securities and Exchange Board of India (SEBI) takeover regulations.

The disclosure was filed with the National Stock Exchange of India Limited (NSE) and BSE Limited on July 17, 2026, under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. A prior intimation was submitted on July 09, 2026, under Regulation 10(5). The transaction was exempted from open offer obligations under Regulations 3, 4, and 5 vide SEBI Exemption Order WTM/KCV/CFD/05/2026-27 dated July 03, 2026, granted under Regulation 11(5).

Transaction Structure

The acquisition comprises two components: a direct transfer of 12,69,82,903 equity shares (44.14%) directly held by Mr. Chimanlal Tribhuvandas Doshi, and an indirect acquisition of 5,27,67,331 equity shares (18.34%) held by Waaree Sustainable Finance Private Limited (WSFPL). The indirect stake was acquired by transferring 1,99,999 equity shares (99.9995%) of WSFPL from Mr. Doshi to the trust. The face value of all transferred shares is ₹10 each.

Shareholding Implications

Post-transaction, the C.T. Doshi Family Trust holds 12,69,82,903 direct shares (44.14%) and indirectly controls 5,27,67,331 shares (18.34%), resulting in an aggregate holding of 17,97,50,234 equity shares (62.49%). Mr. Chimanlal Tribhuvandas Doshi retains a direct stake of 46,90,309 shares (1.63%). The public shareholding remains unchanged at 35.78%, ensuring continued adherence to minimum public shareholding requirements under the Securities Contracts (Regulation) Rules, 1957.

Regulatory Context

SEBI’s Takeover Panel granted the exemption after noting that the transferor had been disclosed as part of the promoter group since the company’s listing on October 28, 2024. The panel observed no ultimate change in control, as beneficial ownership remains within the promoter family. Hitesh Chimanlal Doshi, Managing Trustee of the C.T. Doshi Family Trust, signed the disclosure letter, confirming that the trust deed safeguards against any de facto change in control. The beneficiaries of the trust are confirmed as ‘immediate relatives’ of the transferor within the meaning of Regulation 2(1)(l) of the Takeover Regulations.