Amalgamation/Merger

September 23, 2026 To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza’. C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E), D a l a l S t r e e t , F o rt, Mumbai – 400 001 Mumbai - 400 051 Company Symbol: WAAREEINDO Script Code: 533257 ISIN: INE866K01023 Subject: Intimation of the outcome of the meeting of the Board of Directors of Indosolar Limited (“Company” or “Transferor Company”) held on September 23, 2026 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, (“Listing Regulations”). REF: Scheme of amalgamation of Indosolar Limited with Waaree Energies Limited and their respective shareholders pursuant to Sections 230 to 232 of the Companies Act, 2013 Dear Sir/Madam, Pursuant to the provisions of Regulation 30 of the Listing Regulations, we wish to inform you that the Board of Directors of the Company (“the Board”) at its meeting held today, September 23, 2026 has, inter alia, approved the draft scheme of amalgamation of Indosolar Limited (“Transferor Company” or “the Company”) with Waaree Energies Limited (“Transferee Company”) and their respective shareholders pursuant to section 230 to 232 of the Companies Act, 2013 (“Scheme”). The Scheme is, inter alia, subject to receipt of approval from the statutory, regulatory and such other customary approvals, including approvals from the BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) (collectively referred to as “Stock Exchanges”), jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the companies involved in the Scheme. The Scheme as approved by the Board would be available on the website of the Company at https://indosolar.co.in after submission of the same with BSE and NSE. ln terms of the Listing Regulations read with SEBI No SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time, details in respect of the scheme are set out in Annexure I. The Board meeting of the Company commenced at IST 16:30 and concluded at 18:30 submitted for your information and record please. For, Indosolar Limited Akalpita Harnish Patel Company Secretary and Compliance Officer Membership No-ACS40528 Email Id: akalpitapatel@waaree.com Indosolar Limited Registered Office: Unit No. 301, 3rd floor of the commercial complex namely "Building 02, Southern Park", Saket, New Delhi-110017. Tel : +91-120-4762500 Factory: 3C/1eco Tech -11, Udyog Vihar, Greater Noida – 201306, Uttar Pradesh, India | IN: L18101DL2005PLC134879 Email : secretarial@waaree.com | Tel : 022 664444 Annexure I Brief Details of the Scheme of Amalgamation of Indosolar Limited (“Transferor Company”) with Waaree Energies Limited (“Transferee Company”) and their respective shareholders a) Name of the Indosolar Limited Waaree Energies Limited entity(ies) Amount in Crore Amount in Crore forming part of As on 30 June 2026 As on 30 June 2026 (INR) (INR) amalgamation/ Total assets 404.92 Total assets 23,798.16 merger, details in brief such as size, turnover Net worth 323.63 Net worth 13,869.90 etc. Turnover 68.36 Turnover 6,221.67 b) Whether the Yes, the companies involved in the Scheme are related parties to each other. transaction would fall In terms of General Circular No. 30/2014 dated 17th July 2014 issued by Ministry within related of Corporate Affairs (“MCA Circular”), the transactions arising out of party compromises, arrangements and amalgamations under the Companies Act, 2013 transactions? If (“Act”), will not attract the requirements of Section 188 of the Act. yes, whether the same is done at The consideration for the amalgamation is being discharged on an "arm's length" “arms’ length” basis. c) Area of business of the 1. The Transferor Company is inter alia engaged in the business of entity(ies) manufacturing of solar photo-voltaic modules. 2. The Transferee Company is primarily engaged in the business of manufacture of solar photo-voltaic modules and solar cells, setting up of projects in solar space and sale of electricity. d) Rationale for The Transferor Company and the Transferee Company form part of the same amalgamation/ group. With the objective of simplifying the group structure, it is proposed to merger consolidate the assets and liabilities of the Parties. The rationale and the benefits of the Scheme are as follows: (i) The Transferor Company and the Transferee Company are both engaged in manufacturing solar photovoltaic modules. The Transferor Company does not have a cell manufacturing capacity and depends on the Transferee Company or other external third parties for its principal raw materials. Consequently, the Transferor Company’s dependence on others for its principal raw materials may hinder its progress to operate as a profitable independent unit. Thus, its production volumes, cost structures, and margins are substantially determined by the terms of such supply arrangement. The amalgamation of the Transferor Company with the Transferee Company places cell and module manufacturing into one entity, creating a backward-integrated undertaking with integrated Indosolar Limited Registered Office: Unit No. 301, 3rd floor of the commercial complex namely "Building 02, Southern Park", Saket, New Delhi-110017. Tel : +91-120-4762500 Factory: 3C/1eco Tech -11, Udyog Vihar, Greater Noida – 201306, Uttar Pradesh, India | IN: L18101DL2005PLC134879 Email : secretarial@waaree.com | Tel : 022 664444 production planning, optimised inventory and improved domestic content traceability. It will further eliminate the continuing related party transactions arising from cell supply and resolve the conflict inherent in allocating cell output between the two shareholder groups. (ii) The amalgamation will result in a simplification of the group structure and the cessation of the separate listed entity obligations in relation to the Transferor Company. (iii) The public shareholders of the Transferor Company will, pursuant to the Scheme, receive shares in the Transferee Company, which is a larger and more liquid listed entity, thereby allowing such shareholders enhanced liquidity, broader market participation, and the benefit of a diversified business platform. (iv) Unified governance and consolidated procurement and borrowing at the Transferee Company’s cost of funds will enable operational synergies and flexible capital deployment. (v) The Scheme eliminates duplicated compliance layers, including separate audits, board meetings, statutory filings, and related-party disclosures, resulting in cleaner group reporting. (vi) streamlining of the group corporate structure and consolidation of assets and liabilities, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Parties; (vii) simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances through rationalization; (viii) reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances, cost savings and elimination of duplicate expenses; and (ix) achieve optimal and efficient utilization of capital, enhance operational and management efficiencies. Accordingly, the Scheme is in the interest of the Parties involved and their respective stakeholders. e) In case of cash In consideration of the amalgamation, the Transferee Company shall, issue and consideration – allot to each shareholder of the Transferor Company (other than the shares held amount or by the Transferee Company), whose name is recorded in the register of members otherwise share as member of the Transferor Company as on the Record Date, as under: exchange ratio “1 (one) equity share of INR 10 each fully paid up of the Transferee Company for every 11 (Eleven) equity shares of INR 10 each fully paid up of the Transferor Company (“Share Exchange Ratio”)” Indosolar Limited Registe [Showing first 8,000 characters — download PDF for full document]