Outcome of Board Meeting

September 23, 2026 To To The Manager, The Manager, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1 Block G, Dalal Street, Bandra - Kurla Complex, Bandra (East) Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 544277 Trading Symbol: WAAREEENER Dear Sir/ Madam, Sub: Intimation of the Outcome of Board Meeting 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 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, i.e. September 23, 2026 has, inter alia, approved the draft Scheme of Amalgamation of Indosolar Limited (“Transferor Company”) with Waaree Energies Limited (“Transferee Company” or “the 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 the statutory, regulatory and customary approvals, including approvals from the BSE Limited (“BSE”), the 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 www.waaree.com 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 concluded at 05:45 P.M. (IST). Kindly take the information on record. Thanking you, Yours faithfully, For Waaree Energies Limited Rajesh Ghanshyam Gaur Company Secretary & Compliance Officer M.No. A34629 WAAREE Energies Ltd. Registered Office: 602, Western Edge – 1, Western Express Highway, Borivali (E), Mumbai – 400 066, INDIA. Tel: +91-22-6644 4444. Fax: +91-22-6644 4400. Email: waaree@waaree.com.Website:www.waaree.com Corporate Identity Number:L29248MH1990PLC059463 Annexure – I Brief Details of the Scheme of Amalgamation of Indosolar Limited (“Transferor Company”) with Waaree Energies Limited (“Transferee Company”) and their respective shareholders Sr Particulars Details 1. Name of the Indosolar Limited entity(ies) (₹ in crores) forming part of Particulars (as on June 30, 2026) Amount the Total assets ₹ 404.92 amalgamation/ Net worth ₹ 323.63 merger, details Turnover ₹ 68.36 in brief such as size, turnover, Waaree Energies Limited etc. (₹ in crores) Particulars (as on June 30, 2026) Amount Total assets ₹ 23,798.16 Net worth ₹ 13,869.90 Turnover ₹ 6,221.67 2. Whether the Yes, the Companies involved in the amalgamation are related transaction parties to each other. would fall within In terms of General Circular No. 30/2014 dated July 17, 2014 related party issued by Ministry of Corporate Affairs (“MCA Circular”), the transactions? If transactions arising out of compromises, arrangements and yes, whether the amalgamations under the Companies Act, 2013 (“Act”), will not same is done at attract the requirements of Section 188 of the Act. “arms’ length” The consideration for the amalgamation is being discharged on an "arm's length" basis. 3. Area of 1) The Transferor Company is inter alia engaged in the business of business of the manufacturing of solar photo-voltaic modules. entity(ies) 2) The Transferee Company is primarily engaged in the business of manufacturing of solar photo-voltaic modules and solar cells, setting up of projects in solar space and sale of electricity. 4. Rationale for The Transferor Company and the Transferee Company form part amalgamation/ of the same group. With the objective of simplifying the group merger structure, it is proposed to 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. WAAREE Energies Ltd. Registered Office: 602, Western Edge – 1, Western Express Highway, Borivali (E), Mumbai – 400 066, INDIA. Tel: +91-22-6644 4444. Fax: +91-22-6644 4400. Email: waaree@waaree.com.Website:www.waaree.com Corporate Identity Number:L29248MH1990PLC059463 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 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 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. WAAREE Energies Ltd. Registered Office: 602, Western Edge – 1, Western Express Highway, Borivali (E), Mumbai – 400 066, INDIA. Tel: +91-22-6644 4444. Fax: +91-22-6644 4400. Email: waaree@waaree.com.Website:www.waaree.com Corporate Identity Number:L29248MH1990PLC059463 Accordingly, the Scheme is in the interest of the Parties involved and their respective stakeholders. 5. In case of cash In consideration of the amalgamation, the Transferee Company consideration – shall, issue and allot to each shareholder of the Transferor amount or Company (other than the shares held by the Transferee otherwise share Company), whose name is recorded in the register of members as exchange ratio member of the Transferor Company as on the Record Date, as under: “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”)” The Share Exchange Ratio has been arrived basis the Joint Share Exchange Ratio Report determined [Showing first 8,000 characters — download PDF for full document]