Waaree Renewable Technologies to Acquire 55% Stake in Associated Power Structures for ₹1,225 Crore

Executive Summary of Transaction

Waaree Renewable Technologies Limited (WRTL), the EPC arm of the Waaree Group, has finalized agreements to acquire a 55% majority equity stake in Associated Power Structures Private Limited (APSPL). The transaction is valued at ₹1,225 crore (INR 12.25 billion), representing a significant strategic pivot toward becoming a vertically integrated energy transition leader. While the acquisition was initially targeted for closure by April 30, 2026, procedural requirements regarding the transfer of existing securities and the allotment of new shares have shifted the expected completion deadline to June 15, 2026. Upon finalization, APSPL will operate as a subsidiary of WRTL, providing the group with the critical transmission and distribution (T&D) infrastructure necessary to mitigate solar module price volatility and offer comprehensive utility solutions.

Transaction Framework and Timeline

The deal is underpinned by two primary legal instruments: the Shareholders Agreement (SHA) and the Share Purchase and Subscription Agreement (SPSA). The transaction involves a diversified group of sellers, specifically the Desai, Kothari, and Patel Family Trusts, alongside key individual stakeholders.

Deal Structure Detail:

Investment Type: A dual-track approach featuring a primary investment (fresh issuance of equity shares) and a secondary investment (purchase from existing seller trusts).
Equity Details: 55% shareholding on a fully diluted basis.
Share Classes:
- Class A: Allocated for acquired existing shares from the seller trusts.
- Class B: Allocated for shares issued via the fresh primary investment.

The revised timeline to June 15, 2026, accounts for the administrative complexity of managing a large-scale transfer of securities while simultaneously processing the allotment of fresh equity to reach the 55% threshold.

Profile of Associated Power Structures Private Limited (APSPL)

Incorporated on May 21, 1996, APSPL is a dominant player in the power transmission and distribution sector. Headquartered in Vadodara, Gujarat, the company has transitioned from Associated Power Structures Limited to a Private Limited entity as part of its integration into the Waaree ecosystem. APSPL brings a massive historical footprint to the group, having executed over 10,461 circuit kilometres of transmission projects and supplied more than 890,000 metric tons of towers and structures globally.

Metric	Value/Detail
Date of Incorporation	May 21, 1996
Headquarters	Vadodara, Gujarat
FY 2024-25 Turnover	₹1,226.64 crore (inclusive of other income)
Net Worth (as of March 31, 2025)	₹339.53 crore
Employee Count (as of April 30, 2025)	793

Core Business Activities:

T&D Infrastructure: EPC services for high-voltage overhead transmission lines up to 800 kV, including projects in challenging terrains like river crossings and forests.
Substation Execution: Turnkey delivery of Air Insulated Substations (AIS) and Gas Insulated Substations (GIS) up to 400 kV.
Manufacturing Excellence: Large-scale production of precision-engineered galvanized lattice towers for the electric and telecommunications sectors.

Strategic Rationale: The “Waaree 2.0” Initiative

This acquisition is the centerpiece of the “Waaree 2.0” strategy, marking an aggressive move to diversify revenue streams. The group has set a target to have less than 40% of its total revenue derived from solar modules within the next four to five years, pursuing inorganic growth to insulate the balance sheet from global pricing fluctuations in the module market.

Specific Strategic Benefits:

Infrastructure Expansion: The move extends Waaree’s reach beyond solar generation into the “mission-critical” grid and transmission backbone.
Execution Certainty: In-house T&D capabilities provide internal control over grid connectivity, reducing reliance on third-party contractors for utility-scale project delivery.
The “Shaadi Package” Model: By integrating grid evacuation and connectivity, Waaree can provide end-to-end, “plug-and-play” solutions—internally referred to as the “shaadi package”—where the customer receives a fully operational power plant and grid connection in a single contract.

CFO Manmohan Sharma underscored this strategic pivot:

“This acquisition is a decisive step forward in Waaree’s journey towards becoming a fully integrated energy transition company—what we internally call Waaree 2.0. As renewable capacity scales rapidly in India and globally, robust transmission and distribution infrastructure becomes mission-critical. Associated Power Structures brings deep domain expertise, execution strength, and a proven track record that complements Waaree’s renewable portfolio.”

Governance and Oversight Rights

The Shareholders Agreement ensures that WRTL maintains rigorous oversight over APSPL’s operations and capital:

Board Representation: WRTL holds the right to nominate directors to the board.
Subscription Rights: WRTL possesses the first right to subscribe to any future share issuances.
Operational Influence: The agreement provides WRTL with influence over daily business operations and management.
Capital Controls: WRTL has the right to restrict any changes in the subsidiary’s capital structure, unless such changes are made with respect to an affiliate.

Market Context: India’s Expanding Power Grid

The transaction aligns with a massive surge in sector investment. India’s transmission network has expanded by 71% since 2014, with the government targeting the addition of 190,000 circuit kilometres over the next decade.

Data from the Ministry of Power and HDFC Mutual Fund highlights a ₹9 lakh crore investment opportunity in the transmission sector. With inter-regional transfer capacity currently at 120 GW and renewable installed capacity reaching 283 GW as of March 2026, the need for integrated EPC players like the combined WRTL-APSPL entity is at an all-time high.

Advisory and Corporate Information

Singhi Advisors acted as the exclusive strategic and financial advisor for this transaction, overseeing the deal structuring and execution.

Registered Office Details:

Waaree Renewable Technologies Limited: 504, Western Edge-1, Off Western Express Highway, Borivali (E), Mumbai – 400 066, Maharashtra, India.
Associated Power Structures Private Limited: 905/3, GIDC Industrial Estate Makarpura, Vadodara – 390010, Gujarat, India.