Race Eco Chain Limited's board of directors has approved a significant corporate restructuring plan involving the demerger of key business divisions and important governance changes during its meeting held on December 15, 2025. The meeting, which commenced at 3:00 PM and concluded at 5:30 PM, addressed multiple strategic initiatives as disclosed in the company's regulatory filing under Regulation 30 of SEBI Listing Regulations.

Demerger Scheme Details

The board approved a comprehensive scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013, involving three entities:

The demerger will separate the company's diversified waste management operations into focused entities. The Biomass Division engages in trading briquettes made from waste materials including coconuts, sunflower, mustard, and groundnut. The Restore Bag Division focuses on trading cloth bags, bed sheets, and other home furnishing items.

Share Exchange Ratios

Shareholders will receive new equity shares in both resulting companies based on specific ratios:

Both resulting companies will seek listing on BSE Limited and National Stock Exchange of India Limited. The scheme also addresses the treatment of 19,55,000 convertible warrants, ensuring warrant holders receive proportionate shares in the resulting entities based on the established share entitlement ratios.

Board Changes and Governance

Significant changes were made to the company's board structure and committee composition:

Mr. Anil Kumar Behl, a 67-year-old Chartered Accountant with over 40 years of practice experience, will continue serving as a member of the Audit Committee despite stepping down as Chairperson. His resignation was attributed to personal reasons with no material concerns beyond those mentioned in his resignation letter.

Strategic Rationale

The demerger aims to unlock value for shareholders through focused business operations. The company believes that separating the Biomass and Restore Bag divisions will enable each entity to chart its own growth path in the waste management industry. The restructuring is expected to attract specialized investors and strategic partners whose investment strategies align with specific industry dynamics.

The scheme will provide existing shareholders with independent market-driven valuations of their holdings in the resulting companies while maintaining the option to remain invested in waste management-focused listed entities. The demerger also aims to leverage cross synergies among the companies while ensuring long-term stability and strategic support.

Corporate Office Relocation

Race Eco Chain announced the shifting of its corporate office where books of accounts will be maintained from 56/33, Site-IV Industrial Area Sahibabad, Ghaziabad, Uttar Pradesh to A-115, Sector 136, Noida, Uttar Pradesh. This relocation supports the company's operational restructuring efforts and aligns with the strategic reorganization.

All decisions require regulatory approvals and shareholder consent as per applicable provisions of the Companies Act, 2013, SEBI regulations, and Income Tax Act, 1961. The detailed scheme documents and annexures have been uploaded on the company's website at www.raceecochain.com for stakeholder reference.

Race Eco Chain Limited has announced a change in its board composition with the resignation of Mr. Anil Kumar Behl from his position as Non-Executive Independent Director. The resignation, effective December 13, 2025, was communicated to both the Bombay Stock Exchange and National Stock Exchange of India as part of mandatory regulatory compliance under SEBI Listing Regulations.

Director Resignation Details

The company disclosed that Mr. Anil Kumar Behl (DIN: 00697588) tendered his resignation as Independent Director with immediate effect from December 13, 2025. The resignation was attributed to personal reasons, with the director confirming that there are no other material reasons for his decision beyond those mentioned in his resignation letter.

Continued Association with Company

Despite stepping down from his independent director role, Mr. Behl will continue his association with Race Eco Chain Limited as a Non-Executive Director. This transition allows him to maintain his contribution to the company while adjusting his responsibilities. He will also continue serving as a member of the Audit Committee, though he has stepped down from his position as Chairperson of the Audit Committee.

Other Directorships and Responsibilities

The regulatory filing revealed Mr. Behl's involvement with other listed entities. He serves as Managing Director of Gem Enviro Management Limited and holds several key committee positions within that organization:

• Chairperson of Audit Committee
• Chairperson of Nomination and Remuneration Committee (NRC)
• Member of Corporate Social Responsibility Committee (CSR)
• Member of Stakeholders Relationship Committee (SRC)

Regulatory Compliance

The announcement was made in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has committed to completing all necessary formalities related to the resignation, including filing required forms with the Ministry of Corporate Affairs and notifying other relevant authorities as required by law.

This board restructuring reflects the company's ongoing governance practices while ensuring continuity in leadership and oversight through Mr. Behl's continued involvement in a different capacity.