INDOSOLAR TO NO LONGER REMAIN A LISTED ENTITY Our Bureau Mumbai: Waaree Energies' board has approved the draft scheme to merge Indosolar with the company, according to a regulatory filing. The proposed amalgamation is aimed at consolidating the solar manufacturing operations of the two companies.
The board of Indosolar approved the draft scheme of amalgamation with Waaree Energies and their respective shareholders at a meeting on September 23, as per the filing. The proposed merger will bring Indosolar's solar module manufacturing operations together with Waaree Energies' solar cell and module manufacturing business, creating a more integrated manufacturing platform.
Once the scheme becomes effective, Indosolar will be dissolved without winding up and will no longer remain a separate listed entity. Under the proposed scheme, public shareholders of Indosolar will receive shares of Waaree Energies, which is the larger listed entity. The share exchange ratio has been fixed at one fully paid-up Waaree Energies share of 10 each for every 11 Indosolar shares of 10 each.
The ratio was determined by registered valuers and received a fairness opinion from an independent Securities and Exchange Board of India-registered merchant banker. Indosolar does not have cell manufacturing capacity and currently depends on Waaree Energies or other external suppliers for key raw materials. The company said this dependence affects its production volume, cost structure and margins.
The amalgamation is expected to integrate cell and module manufacturing, enabling better production planning, inventory optimisation and domestic-content traceability. The merger will also eliminate continuing related-party transactions arising from the supply of cells between the two entities, according to the filing. The transaction will also simplify the group's listed-company structure by eliminating separate compliance requirements for Indosolar, including separate audits, board meetings, statutory filings and related-party disclosures.
The companies said consolidated procurement and borrowing at Waaree Energies' cost of funds could provide operational synergies and greater flexibility in capital deployment. The merger will be subject to approvals from the stock exchanges, the NCLT, shareholders, creditors and other statutory and regulatory authorities.
Waaree Energies shares closed 1.08% down at 2,483 apiece on the BSE after the announcement on Thursday. Meanwhile, Waaree Energies' wholly owned subsidiary Waaree Clean Energy Solutions (WCES) announced its entry into India's specialty gases business. WCES aims to be a one-stop supplier to the country's semiconductor & solar cell manufacturers, the company said.
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