Refex Industries has announced a significant change in its ownership structure of Flaunt Solar Energy. The company's subsidiary, Refex Renewables, is selling a 74% stake in Flaunt Solar Energy for ₹74,000.00 at face value, marking a strategic move in its portfolio management.

Transaction Details

Retained Interest

Despite the substantial divestment, Refex Renewables is maintaining a significant financial interest in Flaunt Solar Energy. This continued involvement will be through Optionally Convertible Debentures (OCDs).

Implications

Strategic Realignment

The sale suggests a potential shift in Refex Renewables' strategic focus or portfolio optimization efforts.

Financial Structuring

By retaining interest through OCDs, Refex Renewables maintains exposure to Flaunt Solar Energy's future performance while reducing its direct equity stake.

Capital Allocation

The transaction, although modest in monetary terms, may free up resources for Refex Renewables to pursue other opportunities or strengthen its core operations.

This move by Refex Renewables highlights the dynamic nature of ownership structures in the renewable energy sector, as companies continually adjust their portfolios to align with strategic objectives and market conditions.

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.