Refex Industries Limited announced the receipt of ‘No adverse observation/No objection’ letters from both the BSE Limited and the National Stock Exchange of India Limited regarding its proposed Composite Scheme of Amalgamation and Arrangement. The Scheme involves Refex Green Mobility Limited (Transferor), Refex Industries Limited (Transferee/Demerged), and Refex Mobility Limited (Resulting Company). This crucial regulatory step, dated March 16, 2026, clears the path for the company to file the Scheme with the Hon’ble NCLT.
Key Regulatory Milestone Achieved for Corporate Restructuring
Refex Industries Limited has successfully secured a vital clearance for its proposed Composite Scheme of Amalgamation and Arrangement. On March 16, 2026, both BSE Limited and the National Stock Exchange of India Limited (NSE) issued Observation Letters granting ‘No adverse observation/ No objection’ to the Proposed Scheme.
The Scheme involves three entities: Refex Green Mobility Limited as the ‘Transferor Company’, Refex Industries Limited as the ‘Transferee Company’ or ‘Demerged Company’, and Refex Mobility Limited as the ‘Resulting Company’. The receipt of these letters follows an earlier intimation from September 22, 2025, regarding the Board’s initial approval.
Conditions and Next Steps
The exchange letters, which are valid for Six Months from March 16, 2026, emphasize several mandatory conditions that Refex Industries must adhere to before filing with the NCLT. These include:
- Ensuring that the financials considered for the valuation report are not older than 6 months.
- Incorporating all observations from the SEBI/Stock Exchanges into the petition filed before the NCLT.
- The proposed equity shares, if any, issued under the Scheme must be in demat form only.
- Complying with all transfer requirements, ensuring liabilities of the Demerged Undertaking move to the Resulting Company, and liabilities of the Transferor Company move to the Transferee Company.
Specific Requirements for Refex Mobility Limited (Resulting Company) Listing
The listing of equity shares of the new Refex Mobility Limited is subject to specific conditions, including:
- Submitting an Information Memorandum detailing public issue disclosures.
- Incorporating a disclaimer in the Information Memorandum stating that the NSE approval does not certify the correctness of details for the unlisted company.
- The shares allotted must remain frozen in the depository system until listing/trading permission is granted.
- Ensuring there is no change in the shareholding pattern of Refex Mobility Limited between the record date and the listing date that could affect the approval status.
Conclusion of Disclosure
The company confirmed that the Scheme remains subject to all other applicable regulatory approvals. The Observation Letters have been attached to the public filing for transparency and are now available on the Company’s website. Refex Industries is now authorized to proceed with filing the scheme documentation with the Hon’ble NCLT.
Source: BSE
