Refex Companies Announce Unsecured Creditors Meeting for Composite Scheme Involving Amalgamation and Arrangement

Refex Companies Announce Unsecured Creditors Meeting for Composite Scheme Involving Amalgamation and Arrangement​

Refex Industries Limited (RIL) has announced a meeting of its unsecured creditors regarding a composite scheme of amalgamation and arrangement involving three entities: Refex Green Mobility Limited, Refex Industries Limited, and the newly formed Refex Mobility Limited. The two-part structure aims to streamline operations by merging green mobility assets into RIL, followed by demerging this business segment into a separate entity, Refex Mobility Limited (RML).

The meeting of unsecured creditors is scheduled for Wednesday, August 05, 2026, at 12:00 P.M. IST at the company’s registered office in Chennai. This action follows an order by the National Company Law Tribunal, Chennai Bench, dated June 18, 2026.

Scheme Overview and Rationale​

The Composite Scheme of Amalgamation and Arrangement outlines two main parts:
1. Amalgamation: Refex Green Mobility Limited (RGML), a wholly owned subsidiary, will be amalgamated with Refex Industries Limited (RIL). Upon this merger, the investment in RGML's shares within RIL will cease.
2. Demerger: Subsequently, the Green Mobility Business Undertaking of RIL, which vests after the amalgamation, will be demerged into a new entity, Refex Mobility Limited (RML), which is set to be listed.

The companies, including RGML and RML, are wholly owned subsidiaries of RIL, with RIL primarily engaged in Ash & Coal handling, green mobility business, and wind power projects. The move toward separation is intended to unlock value for stakeholders by creating an independent global scale company focused exclusively on the Green Mobility Business Undertaking. This focused approach aims to improve managerial concentration and allow both RIL and RML to attract different sets of investors and strategic partners.

Stakeholder Exposure Summary​

The scheme involves all shareholders and creditors across the three companies, with specific financial exposures noted as of the cut-off date, March 31, 2026.

A summary of unsecured and secured creditor exposure against the applicant companies is provided below:

Key Transaction Details​

The scheme is structured around specific dates and ratios:

• Appointed Date: April 01, 2025. This date marks the commencement of both parts of the scheme (Amalgamation and Demerger).
• Effective Date: The Effective Date will be determined by the date the Tribunal sanctions the Scheme and the certified copy is filed with the Registrar of Companies at Chennai.
• Share Entitlement Ratio: For the demerger of the Green Mobility Business Undertaking from RIL into RML, the Share Entitlement Ratio has been set at 1:1. This means that for every one Equity Share held in the Demerged Company (RIL), one fully paid-up Equity Share of Rs. 2 each of the Resulting Company (RML) shall be issued.

Corporate Background and Approvals​

The companies involved are Refex Green Mobility Limited, Refex Industries Limited, and Refex Mobility Limited. RGML is a wholly owned subsidiary focused on providing transport services using cleaner fuel in urban areas. RIL is primarily engaged in Ash & Coal handling and has diversified into green mobility and wind power. RML is the newly incorporated company aimed at sustainable urban transportation and energy solutions.

The Board of Directors of all three companies—RGML, RIL, and RML—approved the scheme during meetings held on September 22, 2025.

A key aspect of the arrangement is that no compromise or change in value or terms is proposed concerning any creditors; their rights are not affected by the Scheme.

The details of material ongoing adjudication and recovery proceedings against RIL, its promoters, and directors were provided as per regulatory requirements. The company also confirmed that it received "Nil" complaint reports from both Stock Exchanges regarding the scheme proposal.

REFEX Stock Price Movement​

Shares of Refex Industries Limited today slipped by 1.92% to settle at ₹357.45 in post-market trading. The stock recorded a total traded volume of 595,340 shares as it closed for the day.