Waaree Energies discloses C.T. Doshi Family Trust acquires 44.14% stake by gift

What Waaree Energies announced

Waaree Energies Limited filed a disclosure on 18 July 2026 with both the BSE and NSE, reporting that the C.T. Doshi Family Trust – a member of the promoter group – has acquired a substantial block of the company’s equity shares. The acquisition amounts to 12,69,82,903 shares, which represents 44.14 % of Waaree’s total equity share capital. The shares were transferred by way of gift from Mr. Chimanlal Tribhuvandas Doshi to the trust, and the transaction has been exempted from the usual open‑offer requirement under a specific SEBI exemption order.

"The acquisition of 12,69,82,903 equity shares, constituting 44.14 % of the total equity share capital of the Target Company by way of gift from Mr. Chimanlal Tribhuvandas Doshi, has been exempted from the open offer obligations vide SEBI Exemption Order WTM/KCV/CFD/05/2026‑27 dated July 03, 2026." – Hitesh Chimanlal Doshi, Managing Trustee

Details of the share acquisition

• Acquirer: C.T. Doshi Family Trust (promoter‑group member).
• Number of shares acquired: 12,69,82,903 equity shares.
• Percentage of total equity capital: 44.14 % (both on a basic and diluted basis, as no convertible securities are involved).
• Mode of acquisition: Off‑market transfer by gift; no cash consideration was paid.
• Date of acquisition: 16 July 2026 (date of receipt/intimation of the shares).
• Source of shares: Gift from Mr. Chimanlal Tribhuvandas Doshi, a senior member of the Doshi family that has historically been associated with the promoter group.
• Pre‑ and post‑acquisition share capital: The company’s equity share capital remains unchanged at Rs 2,87,65,13,350, comprising 28,76,51,335 equity shares of Rs 10 each.

The filing explicitly states that prior to the transaction the trust held no voting shares in Waaree. After the gift, the trust’s holding stands at the 12.7 million shares disclosed above. No other securities – such as warrants, convertible instruments, or encumbered shares – were involved in the transaction.

Regulatory exemption and compliance

The disclosure is made under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Under normal circumstances, any acquisition that pushes a party’s holding above the 25 % threshold would trigger an open‑offer requirement to the remaining shareholders. However, the Securities and Exchange Board of India (SEBI) issued Exemption Order WTM/KCV/CFD/05/2026‑27 on 3 July 2026, specifically exempting this acquisition from the open‑offer obligation under Regulation 11(5).

Key regulatory points:

• The exemption applies because the transfer was a gift, not a purchase, and therefore does not involve a cash transaction that would normally be subject to an open offer.
• The filing complies with the format prescribed by SEBI for disclosures under Regulation 29(1), including detailed tables of pre‑ and post‑acquisition holdings.
• The trust is identified as part of the promoter group, which is relevant for assessing control dynamics but does not, in this case, alter the company’s capital structure.

Key facts at a glance

Why this matters for investors

The transaction significantly raises the promoter‑group’s holding in Waaree Energies to nearly half of the equity base. While the share capital of the company remains unchanged – meaning there is no dilution for existing shareholders – the concentration of voting power in the hands of the Doshi family trust could influence future strategic decisions, board composition, and related‑party transactions.

Because the acquisition is exempt from an open offer, minority shareholders do not receive any cash consideration or additional shares as a result of the transaction. The exemption also means that the regulatory process is limited to the disclosure itself, without the need for a public offer timetable.

Investors should note that the trust’s increased stake does not automatically translate into operational changes, but it does reinforce the promoter’s control. Any future actions that require shareholder approval – such as large acquisitions, capital restructuring, or related‑party deals – will now be decided with a larger promoter voting bloc.

Conclusion

Waaree Energies has formally disclosed that the C.T. Doshi Family Trust, a promoter‑group entity, received 12.7 million shares as a gift, bringing its holding to 44.14 % of the company’s equity. The transaction is exempt from open‑offer obligations under a SEBI order dated 3 July 2026. While the share capital remains unchanged, the heightened promoter stake may affect future governance dynamics. The filing satisfies SEBI’s Regulation 29(1) requirements, and no further regulatory steps are pending for this specific acquisition.