Refex Group Considers Composite Scheme of Amalgamation Amid Creditors Meeting on August 5

Refex Group Considers Composite Scheme of Amalgamation Amid Creditors Meeting on August 5​

Refex Industries Limited (RIL) has convened a meeting of its Secured Creditors regarding a composite scheme of amalgamation and arrangement involving Refex Green Mobility Limited (RGML), RIL, and the newly incorporated entity, Refex Mobility Limited (RML). The meeting is scheduled for Wednesday, August 5, 2026.

The scheme involves two primary steps: the amalgamation of RGML into RIL, followed by the demerger of the Green Mobility Business Undertaking from RIL into RML. This strategic move aims to unlock value for stakeholders by creating independent entities focused on their respective sectors.

The Transferee Company (RIL) is primarily engaged in Ash and Coal handling business, while RGML, a wholly-owned subsidiary, focuses on providing transport services using cleaner fuel. The necessity of the scheme, as detailed in the explanatory statement, is to allow the Green Mobility Business Undertaking—which has significant potential for growth and profitability—to operate as a separate listed entity parallel to RIL.

Key Details of the Creditors Meeting​

The meeting will be held at 11:30 AM (IST) at the registered office of the Company in Chennai. Secured Creditors are required to attend, as only those whose names are recorded by the company as on March 31, 2026, are eligible to vote.

Details regarding the parties and the scheme's financial impact are summarized below:

Financial Obligations of Applicant Companies​

As of March 31, 2026, the respective amounts due to creditors for all three companies are as follows:

Unsecured Creditors Amount Due (in INR)​

Secured Creditors Amount Due (in INR)​

Shareholding and Scheme Ratios​

The scheme dictates the following aspects concerning equity structure:

• Amalgamation (Part B): RGML is a wholly-owned subsidiary of RIL, meaning that upon amalgamation, all shares held by RIL in RGML will be cancelled, and no new shares will be issued to RGML shareholders.
• Demerger (Part C): The scheme provides for the issuance of shares of RML to the equity shareholders of RIL. The agreed Share Entitlement Ratio is 1 fully paid-up Equity Share of Rs. 2 each in RML for every 1 Equity Share of Rs. 2 each held in RIL.

The Pre-Scheme shareholding pattern of Refex Industries Limited (RIL) stood as follows:

Background of Companies​

Refex Green Mobility Limited (RGML): RGML is a wholly-owned subsidiary of RIL and focuses on providing passenger mobility services using verified professional drivers and a technology-driven operational framework. The company had changed its registered office during the Financial Year 23-24 to its current address in Chennai.

Refex Industries Limited (RIL): RIL, incorporated in 2002, is primarily engaged in Ash & Coal handling. It is listed on BSE and NSE. Its objects include manufacturing and trading in industrial gases and engaging in power generation from various sources, including wind power.

Refex Mobility Limited (RML): Incorporated recently in September 2025, RML is a wholly-owned subsidiary of RIL with the objective of providing sustainable urban transportation and energy solutions using electric or other vehicles. Its pre-scheme shareholding consisted of 50,000 equity shares, with paid up share capital at INR 1,00,000.

The Board of Directors of all three companies approved the scheme on September 22, 2025. The Scheme is subject to subsequent sanction and approvals from regulatory authorities.

REFEX Stock Price Movement​

Refex Industries Limited shed 1.92% today, closing in post-market trading at ₹357.45 after settling down by ₹7.00 from the previous close. The stock saw significant activity during the session, with a total of 595,340 shares traded.