Indosolar-Waaree merger: 1:11 swap and FY27 EBITDA

What the Indosolar board approved

Indosolar Limited’s board has approved a draft Scheme of Amalgamation to merge with Waaree Energies. The decision was taken at a board meeting held on September 23, 2026. The proposed merger is framed under Sections 230 to 232 of the Companies Act, 2013. The stated intent is to simplify the group structure and integrate manufacturing capabilities, particularly around solar module manufacturing. The scheme also seeks to bring cell and module manufacturing under a single operating structure.

Approvals still required before the merger takes effect

The scheme is not effective yet and is subject to statutory and regulatory approvals. These include approvals from stock exchanges, the National Company Law Tribunal (NCLT), and shareholders of both entities. The process typically requires a formal scheme filing, observations from exchanges, and final NCLT sanction. Only after these steps are completed will the merger be implemented. Upon effectiveness, Indosolar will be dissolved without winding up, as outlined in the scheme.

Share-swap terms for Indosolar public shareholders

Under the proposed terms, Indosolar public shareholders will receive Waaree Energies shares. The share exchange ratio is set at 1 equity share of Waaree Energies for every 11 equity shares of Indosolar held by public shareholders. The ratio was determined by registered valuers SSPA & CO. and GT Valuation Advisors Private Limited. A fairness opinion on the valuation has been provided by ITI Capital Limited. The scheme is also classified as a related party transaction, and the disclosure notes it is exempt from Section 188 requirements under MCA General Circular No. 30/2014.

How Waaree’s ownership mix changes post-scheme

The swap results in a marginal shift in Waaree Energies’ shareholding structure. Waaree’s promoter holding is expected to dilute slightly from 64.12% to 63.91%. Over the same change, public shareholding is expected to rise from 35.88% to 36.09%. The change reflects issuance of shares to Indosolar’s public shareholders as consideration under the scheme. The merger structure, as presented, keeps the holding shift small but measurable.

Merger rationale: integrating cells and modules

The stated strategic objective is integration of cell and module manufacturing capabilities. The scheme description highlights simplification of the group structure and integration of solar module manufacturing. In operational terms, the combination aims to create a more consolidated manufacturing footprint under Waaree Energies. Such integration can affect production planning, procurement alignment, and reporting structure, although the announcement focuses on the scheme mechanics and approvals pathway rather than operational targets.

Waaree’s FY27 EBITDA forecast in focus

Separately, Waaree Energies has provided an EBITDA forecast of ₹7,000 to ₹7,500 crore for FY27. The figure has been communicated as a forecast, not a reported result. For investors, the guidance becomes part of the context as Waaree proceeds with multiple corporate actions, including the Indosolar amalgamation proposal. The announcement does not provide the underlying assumptions for the FY27 forecast in the provided text, but the number frames market expectations around operating profitability.

Share price snapshot and recent stock context

The provided market snapshot for Waaree Energies shows an LTP of 2,512.00, up 17.20 or 0.69% on the day referenced. The data also shows 1-year returns of -27.28%. These figures offer context on recent market performance while the company pursues restructuring steps. The snapshot does not specify the exchange timestamp in the provided text, but it is presented alongside the corporate developments.

QIP approval: up to ₹10,000 crore capital raise

Waaree Energies shareholders have approved raising up to ₹10,000 crore through a Qualified Institutions Placement (QIP). The approvals were confirmed through a remote e-voting process. Alongside the fundraising approval, Jignesh Devchandbhai Rathod has been appointed as Whole-Time Director and CEO, as per the information provided. The stated purpose of the QIP is to bolster the company’s financial standing. The text does not specify a timeline for the QIP issuance or pricing.

Manufacturing consolidation in India and US capex plan

Waaree Energies’ board has also approved consolidation of Indian manufacturing operations by relocating plant and machinery from its Tumb and Nandigram facilities to the company’s existing Chikhli facility in Gujarat. The affected units include a 1.0 GW Tumb facility and a 1.11 GW Nandigram facility. The domestic relocation is targeted for completion by December 31, 2026, and the affected units represent approximately 14% of prior standalone turnover, as stated. In the US, Waaree has approved US$ 37 million in capex to upgrade its Arizona facility, with US manufacturing capacity set to rise to 4.8 GW post-expansion.

Key facts table: merger terms and ownership impact

Timeline and other corporate actions table

Market impact and why these steps matter

The Indosolar amalgamation proposal, QIP approval, and manufacturing consolidation plans together indicate an active corporate agenda at Waaree Energies. The immediate, measurable market-impact datapoints in the provided text are the share-swap ratio, the marginal promoter dilution (64.12% to 63.91%), and the increased public shareholding (35.88% to 36.09%). The QIP approval for up to ₹10,000 crore signals potential balance-sheet actions, although proceeds deployment is not detailed in the provided text. Operationally, the India consolidation shifts machinery from two Gujarat units into the Chikhli hub and is tied to a December 2026 completion target.

Conclusion

Indosolar’s approval of a draft amalgamation scheme with Waaree Energies sets a 1:11 share swap for public shareholders and awaits stock exchange, NCLT, and shareholder approvals. Alongside the merger process, Waaree has shareholder clearance for a QIP of up to ₹10,000 crore, guidance for FY27 EBITDA of ₹7,000 to ₹7,500 crore, and board-approved moves to consolidate Indian manufacturing and invest US$ 37 million in its Arizona facility. The next milestones will be regulatory observations and approvals for the scheme, and company-led execution timelines for consolidation targeted by December 31, 2026.