Refex Industries Limited — M&A Activity 2025

Sep 22, 2025

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September 22, 2025

The BSE Ltd. The Na�onal Stock Exchange of India Ltd. 1[st] Floor, New Trading Wing, Rotunda Building Phiroze Exchange Plaza, 5th Floor, C – 1, Block G Bandra – Kurla Jeejeebhoy Towers, Dalal Street, Fort Mumbai – Complex, Bandra (E) Mumbai – 400051 400001 Security Code: 532884 Symbol: REFEX

Dear Sir/Madam,

Sub: In�ma�on under Regula�on 30 of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 – Refex Industries Limited’s (“Company”) Composite Scheme of Amalgama�on and Arrangements including Merger/Demerger

In compliance with Regula�on 30 of Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“ SEBI Lis�ng Regula�ons ”), read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024, this is to inform you that based on the recommenda�on of Audit Commi�ee and Commi�ee of Independent Directors, the Board of Directors of the Company (“ Board ”) at its mee�ng held on September 22, 2025 has approved the dra� Composite Scheme of Amalgama�on and Arrangement amongst Refex Green Mobility Limited (CIN: U74909TN2023PLC158849) (“ Transferor Company ” or “ RGML ”); Refex Industries Limited (CIN: L45200TN2002PLC049601) (“ Transferee Company ” or “ Demerged Company ” or “ RIL ”) and Refex Mobility Limited (CIN: U79110TN2025PLC184411) (“ Resul�ng Company ” or “ RML ”) and their respec�ve shareholders and creditors under Sec�ons 230 to 232 read with other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (“ Scheme ”), subject to the requisite approvals and sanc�on of the jurisdic�onal bench of Na�onal Company Law Tribunal (“ NCLT ”) and subject to the approval of shareholders and /or creditors, if any of RIL, Central Government, or such other competent authority as may be directed by the NCLT.

The scheme inter-alia provides for:

• Amalgama�on of Refex Green Mobility Limited (‘ Transferor Company’ ) with Refex Industries Limited (‘ Transferee Company’ );

• Demerger of Green Mobility Business Undertaking of Refex Industries Limited (Vested in RIL pursuant to amalgama�on of RMGL with RIL) into Refex Mobility Limited (‘ Resul�ng Company’ );

• The Scheme also provides for various other ma�ers consequent and incidental thereto.

We enclose herewith the informa�on in Annexure-1 , pursuant to Regula�on 30 of the SEBI Lis�ng Regula�ons read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024., in the prescribed format.

We request you to take the above informa�on on record.

Time of commencement of Board mee�ng: 04:45 p.m. Time of conclusion of Board mee�ng: 05:30 p.m.

Thanking you, Yours faithfully. For Refex Industries Limited

ANKIT PODDAR Digitally signed by ANKIT PODDAR Date: 2025.09.22 18:13:07 +05'30'

Ankit Poddar Company Secretary and Compliance officer ACS- 25443

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Annexure 1

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Disclosure of informa�on pursuant to Regula�on 30 of SEBI Lis�ng Regula�ons, read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024.

Details of the Proposed Composite Scheme:

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Sr. No Par�culars Details
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	Sr. No Par�culars Details	Sr. No Par�culars Details	Sr. No Par�culars Details
	1	Name of the en�ty(ies) forming part of the proposed composite scheme	Refex Green Mobility Limited (‘Transferor Company or RGML”)bearing CIN - U74909TN2023PLC158849 is an unlisted public company incorporated on March 14, 2023 under Companies Act, 2013 and having its registered ofce at 2ndFloor, No.313 Refex Towers, Sterling Road, Valluvar Ko�am High Road, Nungambakkam, Chennai – 600034. RGML was incorporated to leverage evolving technologies to deliver environmentally sustainable solu�ons in urban transporta�on. Its oferings include passenger transport services using clean-fuel vehicles across retail, corporate, government, and tourism segments, as well as logis�cs services through clean-fuel feets and other modes. RGML is a wholly owned subsidiary of Refex Industries Limited (RIL). Details as on March 31, 2025: Net worth:Rs. 6,840.04 Lakhs Turnover:Rs. 2,897.62 Lakhs Refex Industries Limited (‘Transferee Company or Demerged Company or RIL’)bearing CIN - L45200TN2002PLC049601 is a public listed company incorporated on September 13, 2002 under Companies Act, 1956 and having its registered ofce at 2ndFloor, No.313 Refex Towers, Sterling Road, Valluvar Ko�am High Road, Nungambakkam, Chennai – 600034. Refex Industries Limited has interests in mul�ple businesses primarily in Ash & Coal Handling. It is also engaged in sectors pertaining to Wind Power and Green Mobility businesses through its subsidiary companies. Details as on March 31, 2025: Standalone: Net worth:Rs. 1,09,693.94 Lakhs Turnover:Rs. 2,43,001.62 Lakhs Consolidated: Net worth:Rs. 1,05,968.75 Lakhs Turnover:Rs. 2,46,766.31 Lakhs Refex Mobility Limited (‘Resul�ng Company or RML)bearing CIN U79110TN2025PLC184411 is an unlisted public company incorporated on September 12, 2025 under Companies Act, 2013 and having its registered ofce at 2ndFloor, No.313 Refex Towers, Sterling Road, Valluvar Ko�am High Road, Nungambakkam, Chennai – 600034. RML is incorporated to deliver sustainable urban transport and energy solu�ons, spanning passenger and logis�cs services, vehicle sales, leasing, servicing, and suppor�ng infrastructure with clean-fuel vehicles. It also plans to develop so�ware and pursue strategic contracts in India and overseas, including equipment leasing and sub-leasing. RML is a wholly owned subsidiary of Refex Industries Limited (RIL). Net worth:NIL Turnover:NIL *The company was incorporated on September 12, 2025.

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2	Brief details of the divisions to be merged and demerged	Merger/Demerger: Merger: Merger of RGML being a wholly owned subsidiary of RIL. Demerger: “Green Mobility Business Undertaking”shall mean undertaking (vested in RIL pursuant to merger of RGML into RIL) business ac�vi�es and opera�ons pertaining to green mobility business of Demerged Company which ofers a technology integrated feet management service using clean fuelled vehicles to ensure transparency to the service recipients including centralised vehicle command and Control Centre. It comprises all the assets (moveable, incorporeal and immovable) and liabili�es which relate thereto.
3	Turnover of the demerged division and as percentage to the total turnover of the listed en�ty in the immediately preceding fnancial year/based on the fnancials of the last fnancialyear	The turnover of the Green Mobility Business division (vested in RIL upon merger), which is ge�ng demerged as perPart Cof the Scheme, the turnover for the fnancial year ending March 31, 2025 is Rs. 2,897.62 Lakhs which represents 1.18% of RIL (post-merger underPart B).
4	Ra�onal for the proposed Composite Scheme	1.1 RIL is primarily engaged in the business of Ash & Coal handling amongst other ac�vi�es. RIL through its subsidiaries is also engaged in green mobility business and has recently started Wind power business. 1.2 Each of the varied businesses carried on by RIL either by itself or through strategic investments in subsidiaries have signifcant poten�al for growth and proftability. 1.3 The nature of risk and compe��on, fnancial profles and return ra�os involved in the Ash & Coal handling business of RIL are dis�nct from Green Mobility Business presently undertaken through its wholly owned subsidiary RGML. 1.4 The Green Mobility Business is capable of a�rac�ng a diferent set of investors, lenders, strategic partners and other stakeholders and have signifcant poten�al for growth and proftability. In order to unlock value for all stakeholders, the group plans to have the Green Mobility Business Undertaking as a separate listed en�ty parallel to RIL which is proposed to be undertaken as follows: a) Merger RGML into RIL; b) Demerger of the Green Mobility Business Undertaking (merged with RIL) into RML and independently list RML. 1.5 The following benefts shall accrue on the Scheme;  Crea�on of an independent global scale company focusing exclusively on Green Mobility Business Undertaking and taking advantage of the growth poten�al in the said respec�ve sector;  Enabling greater focus of management in the relevant businesses (i.e. in RIL and RML) thereby allowing new opportuni�es to be explored for each business efciently and allowing a focused strategy in opera�ons;  Both RIL and RML can a�ract diferent sets of investors, strategic partners, lenders, and other stakeholders enabling independent collabora�on and expansion at their end;  Enabling investors to separately hold investments in respec�ve businesses (either in RIL or RML) with diferent investment characteris�cs thereby enabling them to select investments which best suit their investment strategies and risk profles;

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			 Enabling focused and sharper capital market access (debt and equity) and thereby unlocking the value of the Green Mobility Business Undertaking and crea�ng enhanced value for shareholders. The Scheme will neither impose any addi�onal burden on the shareholders of the Transferor Company, Transferee/Demerged Company, and Resul�ng Company nor will it adversely afect the interest of any of the shareholders or creditors the companies involved in the Scheme.
	5	Brief details of change in shareholding pa�ern (if any) of all en��es	Change in Shareholding Pa�ern of the Transferor Company:  Pre Scheme- The Transferor Company is a wholly owned subsidiary of Transferee Company;  Post Scheme- Post the merger under Part B, the Transferor Company (RGML) ceases to exist the, hence the post scheme shareholding pa�ern is not applicable. Change in Shareholding Pa�ern of the Transferee / Demerged Company: As no new shares are proposed to be issued for the amalgama�on of Transferor Company into the Transferee Company, there shall be no change in the shareholding of the Transferee Company a�er the efectua�on of this Scheme. Change in Shareholding Pa�ern of the Resul�ng Company: As per the Scheme, simultaneous with the issue and allotment of equity shares by the Resul�ng Company to the equity shareholders of the Demerged Company, the en�re pre- Scheme issued, subscribed and paid- up equity share capital of the Resul�ng Company as held by the Demerged Company along with its nominees will stand cancelled, ex�nguished and annulled, without any further act, instrument or deed or payment of any considera�on. Pursuant to the Scheme, a mirror image of the shareholding structure will be created in both the Companies. Considering that the en�re warrants issued and outstanding by the demerged company as on the date of this in�ma�on will be converted into equity shares. Pre scheme shareholding pa�ern Post scheme shareholding pa�ern Category No. of equity shares % of equity shares No. of equity shares % of equity shares** Promoter and Promotergroup 50,000 100 8,44,68,085 55.98 Public - - 6,64,19,058 44.02
	6.	In case of cash considera�on – amount or otherwise share exchange ra�o	There is no cash considera�on involved in the Scheme. In case of Merger: Being a merger of wholly owned subsidiary into holding company. There is no considera�on involved in the Scheme. In considera�on of the amalgama�on of RGML into RIL, the following considera�on has been approved: The en�re share capital of the Transferor Company (RGML) is held by Transferee Company (RIL), in other words, the Transferor Company is a wholly owned subsidiary of the Transferee Company. Accordingly, pursuant to amalgama�on of Transferor Company with Transferee Company on the Appointed Date, equity shares held by Transferee Company in Transferor Company shall stand cancelled and ex�nguished without any further act, procedure or deeds and hence, no new shares of the Transferee Company shall be issued and allo�ed to shareholder of Transferor Company or any otherperson whatsoever in considera�on.

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In case of Demerger:
In considera�on of the demerger of Green Mobility Business Undertaking
of RIL into RML, the following Share Exchange Ra�o and Warrant
En�tlement Ra�o has been approved:
“1 (One) fully paid-up Equity Share of Rs.2 each of the Resul�ng Company
shall be issued and allo�ed as fully paid up for every 1 (One) Equity Shares
of Re. 2 each fully paid up held in the Demerged Company.”
If any share warrants conver�ble into equity shares of the Demerged
Company are outstanding on the Record Date (as defined in the Scheme),
upon the Scheme becoming effec�ve and upon ves�ng of the Demerged
Undertaking of the Demerged Company in the Resul�ng Company, the
Resul�ng Company shall allot share warrants for each warrant outstanding
on the Record Date. The adjustments to the issue price of warrants would
be based on the net assets (post factoring the impact of merger under Part
B of the Scheme), that are transferred to the Resul�ng Company
“1 (One) Warrant of the Resul�ng Company shall be issued and allo�ed for
every 1 (One) Warrant in the Demerged Company ”
7 Whether lis�ng would be Yes. The shares issued by RML would be listed on BSE Limited and the
sought for the resul�ng Na�onal Stock Exchange of India Limited subject to necessary approvals.
company
8 Whether the merger Yes. The Transferor Company and the Resul�ng Company are wholly owned
transac�on would fall within subsidiaries of the Transferee Company and as such the said companies are
related party transac�on? If related par�es to each other.
yes, whether the same is
However, the Ministry of Corporate Affairs has clarified vide its General
done at arm’s length price?
Circular No. 30/2014 dated 17th July, 2014, that transac�ons arising out of
Compromise, Arrangements and Amalgama�ons dealt under specific
provisions the Companies Act, 2013, will not fall within the purview of
related party transac�on in terms of Sec�on 188 of the Companies Act,
2013.
Further, pursuant to Regula�on 23(5)(b) of SEBI Lis�ng Regula�ons, any
transac�on entered into between a holding company and its wholly owned
subsidiary whose accounts are consolidated with such holding company
and placed before the shareholders at the general mee�ng for approval, is
exempted from the provisions of Regula�on 23(2), 23(3) and 23(4) of SEBI
Lis�ng Regula�ons.
9 Details and reasons for other Not Applicable
restructuring
10 Quan�ta�ve and/ or Not Applicable
qualita�ve effect of other
restructuring
11 Details of benefit, if any, to Benefits if any, which may incur to the promoter /promoter group/group
the promoter/promoter companies, will be at par with other public shareholders.
group/group companies from
such proposed restructuring
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