Waaree Energies Ltd promoter gifts 12.69 crore shares (44.14%) to family trust, exempted from open offer

What Waaree Energies announced

Waaree Energies Limited filed a disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on 18 July 2026. The filing records that promoter Chimanlal Tribhuvandas Doshi transferred 12,69,82,903 equity shares – equivalent to 44.14 % of the company’s total equity share capital – to the C.T. Doshi Family Trust (referred to as the Acquirer Trust). The transfer was executed as an off‑market gift on 16 July 2026 and was exempted from the open‑offer obligations under SEBI’s exemption order dated 3 July 2026.

Details of the share transfer

• Acquirer / Transferor: Mr Chimanlal Tribhuvandas Doshi (promoter) acting on behalf of the C.T. Doshi Family Trust.
• Number of shares transferred: 12,69,82,903 shares.
• Percentage of total equity: 44.14 % (based on 28,76,51,335 total equity shares).
• Mode of acquisition: Off‑market transfer by way of gift; no cash consideration was disclosed.
• Date of transfer / receipt: 16 July 2026.
• Pre‑transfer holding: 13,16,73,212 shares (45.78 % of equity).
• Post‑transfer holding: 46,90,309 shares (1.63 % of equity).
• Equity share capital: Unchanged at Rs 2,87,65,13,350, comprising 28,76,51,335 shares of Rs 10 each.

The filing also confirms that there were no encumbrances, pledges, or convertible securities attached to the transferred shares, and that the total diluted share capital remains identical to the equity share capital.

SEBI exemption order

The transfer qualifies as a substantial acquisition under Regulation 29(2). Normally, such an acquisition would trigger a mandatory open offer to the remaining shareholders under Regulation 11(5). However, SEBI issued Exemption Order WTM/KCV/CFD/05/2026‑27 on 3 July 2026, specifically relieving the acquirer from the open‑offer requirement. The order cites compliance with the provisions of Section 11(5) of the Takeover Regulations and acknowledges that the transfer was a gift rather than a purchase.

Key facts at a glance

Why this matters for investors

The disclosure signals a significant reshuffling of promoter ownership. By gifting nearly half of the company’s equity to a family trust, the promoter reduces his direct voting power from 45.78 % to 1.63 %. While the trust is likely to act in concert with the promoter, the filing does not disclose any formal agreement governing the trust’s voting rights. The exemption from an open offer means that minority shareholders will not receive any cash consideration or opportunity to sell their shares as a result of this transaction. Consequently, the shareholding pattern of Waaree Energies will reflect a larger proportion of shares held by the family trust, which may affect future board composition and decision‑making dynamics. The total equity capital remains unchanged, so there is no immediate dilution of existing shareholders’ economic interest, but the shift in control could influence corporate strategy.

Conclusion

Waaree Energies Limited has recorded a substantial off‑market transfer of 12.69 crore shares (44.14 % of equity) from promoter Chimanlal Tribhuvandas Doshi to the C.T. Doshi Family Trust. SEBI’s exemption order removes the requirement for a mandatory open offer, leaving the transaction confined to the parties involved. The promoter’s direct holding now stands at 1.63 % of the equity, while the family trust becomes the primary holder of the transferred shares. The filing does not indicate any further regulatory approvals pending, and the company’s equity structure otherwise remains unchanged.

"The transaction has been exempted from open‑offer obligations vide SEBI Exemption Order WTM/KCV/CFD/05/2026‑27 dated July 03 2026."