Wholly-owned arm acquires stake in three wind SPVs from promoter, adding two step-down subsidiaries
Refex Green Power (wholly-owned subsidiary) has acquired stakes in three wind-power SPVs from promoter Refex Holding, all for cash.
- Refex Vayu SPV 1 Acquisition
- 100% stake (20,00,000 shares) for ₹2,55,20,000/-
- Refex Vayu SPV 2 Acquisition
- 49% stake (24,50,000 shares) for ₹2,52,84,000/-
- Grey To Green Transition Acquisition
- 100% stake (10,000 shares) for ₹1,00,000/-
- Total Investment Amount
- ₹5,09,04,000/- in cash
- Target Status
- All three SPVs yet to commence operations with Nil turnover (FY26)
What happened
Refex Green Power Limited, a wholly-owned subsidiary, has acquired equity stakes in three companies from the promoter and holding company, Refex Holding Private Limited.
- Refex Vayu SPV 1 Private Limited: 100% (20,00,000 equity shares at fair value ₹12.76/- each) for ₹2,55,20,000/- — now a step-down wholly-owned subsidiary.
- Refex Vayu SPV 2 Private Limited: 49% (24,50,000 equity shares at fair value ₹10.32/- each) for ₹2,52,84,000/- — now a step-down associate.
- Grey To Green Transition Private Limited (name proposed to be changed to Refex Vayu SPV 3 Private Limited): 100% (10,000 equity shares of face value ₹10/- each) for ₹1,00,000/- — now a step-down wholly-owned subsidiary.
All three are cash considerations, with completion indicated as September 25, 2026. No governmental or regulatory approval was required.
Financial profile of the targets
- Refex Vayu SPV 1: equity share capital ₹2,00,00,000/-, turnover Nil (FY26), networth ₹2,55,49,753/- (FY26).
- Refex Vayu SPV 2: equity share capital ₹5,00,00,000/-, turnover Nil (FY26), networth ₹5,16,19,500/- (FY26).
- Grey To Green Transition: equity share capital ₹1,00,000/-, turnover Nil (FY26), networth (₹96,22,380)/- (FY26), i.e. negative.
All three are yet to commence operations and have Nil turnover over the last three years. All are India-based, in renewable energy / wind power development.
Related party aspect
The update states the acquisition constitutes a related party transaction, as the entities were owned and controlled by the promoter and holding company, Refex Holding Private Limited. The transaction is stated to be undertaken on an arm's length basis, based on fair valuation of equity shares obtained from an independent chartered accountant.
Why it was done
The stated object is strengthening the renewable energy portfolio and expanding presence in wind power generation. Refex Green Power has been awarded certain tenders for wind power projects for which new SPVs are required to be set up; these entities are intended to be used for setting up the wind IPPs and are readily available to enter into PPAs in time.
How to read it
The amounts involved are small, and the acquired entities are pre-revenue shell-stage SPVs. The significance lies in the pipeline they are meant to house, rather than in immediate earnings. Investors may also note that one entity carries a negative networth and that the counterparty is the promoter group.
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More numbers
- Cost of acquisition – Refex Vayu SPV 1₹2,55,20,000/-
- Stake acquired – Refex Vayu SPV 1100%
- Shares acquired – Refex Vayu SPV 120,00,000
- Fair value per share – SPV 1₹12.76/-
- Cost of acquisition – Refex Vayu SPV 2₹2,52,84,000/-
- Stake acquired – Refex Vayu SPV 249%
- Shares acquired – Refex Vayu SPV 224,50,000
- Fair value per share – SPV 2₹10.32/-
- Cost of acquisition – Grey To Green Transition₹1,00,000/-
- Shares acquired – Grey To Green Transition10,000
- Networth FY26 – Refex Vayu SPV 1₹2,55,49,753/-
- Networth FY26 – Grey To Green Transition(₹96,22,380)/-
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