Refex Industries Limited (RIL) has announced a strategic restructuring plan aimed at unlocking value and enhancing focus on its Green Mobility Business. The company's Board of Directors has approved a composite scheme involving the merger of its wholly-owned subsidiary, Refex Green Mobility Limited (RGML), into RIL, followed by the demerger of the Green Mobility Business into a newly formed entity, Refex Mobility Limited (RML).

Merger and Demerger Details

The scheme, approved on September 22, 2025, outlines a two-step process:

1. Merger: RGML, a wholly-owned subsidiary of RIL, will be merged into its parent company.
2. Demerger: The Green Mobility Business Undertaking, which will be vested in RIL post-merger, will be demerged into RML.

Financial Snapshot

As of March 31, 2025, the Green Mobility Business division reported:

• Turnover: Rs. 2,897.62 Lakhs
• Percentage of RIL's post-merger turnover: 1.18%

Refex Green Mobility Limited's financials as of March 31, 2025:

• Net worth: Rs. 6,840.04 Lakhs
• Turnover: Rs. 2,897.62 Lakhs

Refex Industries Limited's consolidated financials as of March 31, 2025:

• Net worth: Rs. 1,05,968.75 Lakhs
• Turnover: Rs. 2,46,766.31 Lakhs

Rationale Behind the Restructuring

The company cited several reasons for this strategic move:

1. Creation of an independent, global-scale company focused on the Green Mobility Business.
2. Enhanced management focus on respective business segments.
3. Ability to attract different sets of investors, strategic partners, and lenders for each business.
4. Enabling investors to hold separate investments with distinct risk profiles.
5. Improved capital market access for both entities.

Share Exchange Ratio and Listing

For the demerger, shareholders will receive:

• 1 fully paid-up Equity Share of Rs. 2 each in RML for every 1 Equity Share of Rs. 2 held in RIL.

Additionally, warrant holders of RIL will receive:

• 1 Warrant in RML for every 1 Warrant held in RIL.

RML shares are expected to be listed on both BSE Limited and the National Stock Exchange of India Limited, subject to necessary approvals.

Shareholding Pattern

Post-scheme, the shareholding pattern of RML will mirror that of RIL:

Regulatory Approvals

The scheme is subject to approvals from:

• National Company Law Tribunal (NCLT)
• Shareholders and creditors
• Other regulatory authorities as required

Refex Industries emphasized that the restructuring will not impose any additional burden on shareholders and is expected to create enhanced value for all stakeholders. The company's move reflects its commitment to capitalizing on the growing potential of the green mobility sector while maintaining focus on its core Ash & Coal handling business.

As the green mobility sector continues to gain traction, this strategic restructuring positions Refex Industries to better leverage opportunities in both traditional and emerging business segments.

Refex Industries has announced the incorporation of a new wholly-owned subsidiary, Refex Mobility Limited (RML), marking its entry into the urban transportation and mobility solutions sector. The incorporation, approved by the Ministry of Corporate Affairs on September 12, 2025, represents a strategic expansion for the company beyond its main line of business.

Subsidiary Details

Refex Mobility Limited has been established with a subscribed capital of ₹1,00,000, consisting of 10,000 fully paid-up equity shares at ₹10 each. The newly formed entity, with CIN U79110TN2025PLC184411, is set to operate in the mobility business sector, focusing on sustainable urban transportation and energy solutions.

Business Objectives

According to the company's disclosure, RML's objectives include:

• Providing passenger services and logistics solutions
• Sales, leasing, and servicing of electric and other vehicles
• Developing related infrastructure for sustainable transportation
• Creating software solutions for the mobility sector

The company also plans to enter into beneficial contracts both in India and abroad, including equipment leasing and sub-leasing arrangements.

Financial Aspects

As a newly incorporated entity, Refex Mobility Limited has not yet commenced business operations and currently has no turnover. The initial subscription of ₹1,00,000 to the share capital was made in cash by Refex Industries, securing 100% ownership of the subsidiary.

Management Commentary

Ankit Poddar, Company Secretary and Compliance Officer of Refex Industries, stated in the regulatory filing, "The incorporation of Refex Mobility Limited aligns with our strategy to expand into the growing sustainable transportation sector. We believe this move will position us to capitalize on the opportunities in urban mobility and contribute to more sustainable cities."

Market Impact

The expansion into the mobility sector represents a significant diversification for Refex Industries. While the immediate financial impact is minimal, the long-term potential of this strategic move remains to be seen as the subsidiary begins its operations in the competitive and rapidly evolving urban transportation market.

Investors and market watchers will likely keep a close eye on how this new venture unfolds and its potential to drive growth for Refex Industries in the coming years.