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

What Waaree Energies announced

On 18 July 2026, Waaree Energies Limited (BSE: 544277, NSE: WAAREEENER) filed a disclosure under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing records that the C.T. Doshi Family Trust – a member of the company’s promoter group – has acquired a 44.14% stake in Waaree Energies through an inter‑se transfer of shares that was executed as a gift from Mr. Chimanlal Tribhuvandas Doshi.

The acquisition does not involve any cash consideration and has been exempted from the mandatory open‑offer provisions that normally apply when a party crosses the 25% threshold.

Details of the share transfer

• Acquirer: C.T. Doshi Family Trust (referred to as the “Acquirer Trust”).
• Transferor: Mr. Chimanlal Tribhuvandas Doshi.
• Number of shares transferred: 12,69,82,903 equity shares.
• Percentage of total equity: 44.14% of the diluted share capital of Waaree Energies.
• Date of acquisition: 16 July 2026.
• Nature of transaction: The shares were transferred by way of gift, i.e., no monetary price was paid.
• Rationale disclosed: The trust stated that the transfer is intended to “streamline succession and smooth inter‑generational transfer of wealth and further promote the welfare of the family.”

The filing also provides a side‑by‑side comparison of pre‑ and post‑transaction shareholdings:

The total diluted equity capital implied by the 44.14% figure is roughly 28.8 crore shares, although the exact figure is not disclosed in the filing.

Regulatory exemption and compliance

The acquisition triggers the SEBI takeover provisions because the acquirer now holds more than 25% of the target’s equity. However, the SEBI Exemption Order WTM/KCV/CFD/05/2026‑27 dated 3 July 2026 granted relief from the open‑offer obligations under Regulations 3, 4 and 5. The exemption was issued under Regulation 11(5) of the Takeover Regulations.

Compliance timeline:

• Prior intimation (Regulation 10(5)): Submitted on 9 July 2026, satisfying the requirement to notify the exchanges at least four working days before the transaction.
• Regulation 10(6) disclosure: Filed on 17 July 2026, the same day the letter to NSE and BSE was signed by the Managing Trustee, Hitesh Chimanlal Doshi.

Both filings were made within the prescribed windows, indicating full adherence to the procedural mandates.

Shareholding impact

The transaction consolidates a larger proportion of Waaree Energies’ equity within the promoter family trust. While the overall control remains within the promoter group, the public‑shareholder base is unaffected because the shares were transferred internally and no new shares were issued.

Key points for investors:

• No dilution: The share count of the company remains unchanged; the transfer is a re‑allocation of existing shares.
• Control dynamics: The Trust’s 44.14% stake places it just below the 50% threshold, meaning it does not have outright majority control but remains a dominant shareholder.
• Liquidity: As the shares were gifted, there is no immediate cash inflow or outflow for the company.
• Future transactions: Any subsequent sale or pledge of the Trust’s holdings would still be subject to SEBI’s takeover rules, including possible open‑offer triggers if the threshold is crossed again.

Key facts at a glance

Why this matters for investors

The disclosure is primarily an internal restructuring of the promoter group’s holdings. Because the transaction is a gift, the company does not receive any cash, and there is no change to its capital structure or earnings outlook. However, the shift does alter the ownership concentration:

• The Trust now holds a sizable block that could influence board composition, voting outcomes, and strategic direction.
• The former promoter, Mr. Doshi, retains a modest 1.63% stake, indicating that the bulk of his former holding has been transferred to the Trust.
• The exemption from an open offer means that minority shareholders will not receive any immediate cash consideration, a point that the filing explicitly notes does not affect public‑shareholder interests.

Investors should monitor any future announcements from the Trust regarding the disposition of its shares, as such moves could re‑activate SEBI’s open‑offer requirements or affect market perception of control.

Conclusion

Waaree Energies Limited has recorded a substantial internal transfer of shares, with the C.T. Doshi Family Trust acquiring 44.14% of the company’s equity as a gift from Mr. Chimanlal Tribhuvandas Doshi. The transaction complies with SEBI’s disclosure timelines and benefits from an exemption that removes the need for a public open offer. While the move does not dilute existing shareholders, it consolidates control within the promoter family, a factor investors may wish to track in future filings.

“The acquisition has been exempted from the open offer obligations… and does not affect the interests of the public shareholders of the Target Company.” – C.T. Doshi Family Trust filing, 17 July 2026