Waaree Energies Ltd reports C.T. Doshi Family Trust acquires 44.14% stake via gift

What Waaree Energies announced

On 18 July 2026, Waaree Energies Limited filed a disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing informs the exchanges that the C.T. Doshi Family Trust, a member of the promoter group, has acquired a substantial block of equity shares in the company. The acquisition represents 44.14 % of the total equity share capital and was effected as a gift from Mr. Chimanlal Tribhuvandas Doshi. The transaction is exempt from the mandatory open‑offer requirement under SEBI’s takeover rules.

Details of the share acquisition

The trust received 12,69,82,903 equity shares, which, on the basis of the company’s total equity of 28,76,51,335 shares, translates to 44.14 % of the voting capital. The shares were transferred off‑market on 16 July 2026 as a gift, meaning no cash consideration changed hands. The mode of acquisition is explicitly described as “off market acquisition of shares by way of gift, exempted from the open offer obligations vide SEBI Exemption Order WTM/KCV/CFD/05/2026‑27 dated July 03 2026.”

The equity share capital of Waaree Energies before and after the transaction remains unchanged at Rs 2,87,65,13,350, comprising the same 28,76,51,335 shares of Rs 10 each. Consequently, the diluted share capital also stays at the same level, as no convertible securities or warrants were involved in the deal.

Regulatory filing under SEBI Regulation 29(2)

Regulation 29(2) requires any acquirer who crosses the 5 % threshold to disclose the details of the acquisition to the stock exchanges. The filing includes the name of the acquirer – C.T. Doshi Family Trust, identified as part of the promoter group – and confirms that the trust held no voting shares prior to the transaction. After the gift, the trust’s holding stands at 12,69,82,903 shares (44.14 %).

The exemption from an open offer was granted under Regulation 11(5) of the Takeover Regulations, which allows SEBI to waive the offer requirement when the acquisition is a gift from a promoter to a related trust. The exemption order (WTM/KCV/CFD/05/2026‑27) was issued on 3 July 2026, and a copy of the order was attached to the filing.

Key facts at a glance

Why this matters for investors

The transaction significantly increases the promoter group’s voting power in Waaree Energies. Holding 44.14 % of the voting shares places the C.T. Doshi Family Trust as a major shareholder, potentially influencing board composition, strategic decisions, and future capital actions. Because the acquisition was a gift, there is no cash outflow from the trust, and the company’s balance sheet is unaffected.

The SEBI exemption means that the usual requirement to make a public open offer to the remaining shareholders does not apply. Investors therefore do not receive an offer to sell their shares at a predetermined price, and the shareholding pattern will reflect the new concentration without any immediate liquidity event.

From a regulatory perspective, the filing satisfies the disclosure obligations under the Takeover Regulations, ensuring transparency for market participants. The unchanged equity capital also indicates that the transaction does not dilute existing shareholders’ economic interest, although the voting power dynamics have shifted.

Conclusion

Waaree Energies Limited has disclosed that the C.T. Doshi Family Trust, acting as a promoter‑group entity, received 12,69,82,903 shares (44.14 % of equity) as a gift on 16 July 2026. The acquisition is exempt from open‑offer requirements per SEBI’s exemption order dated 3 July 2026. While the company’s capital structure remains numerically unchanged, the promoter group’s voting stake has risen sharply, a fact that shareholders and analysts will monitor in future corporate governance and strategic discussions.