Refex Industries Limited has filed a company application before the Hon'ble National Company Law Tribunal (NCLT) Chennai Bench on March 26, 2026, for a composite scheme of amalgamation and arrangement. The filing represents a significant step in the corporate restructuring process involving multiple entities within the Refex Group.

Corporate Restructuring Details

The composite scheme involves three key entities and their respective stakeholders:

The scheme is being implemented pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The restructuring will affect the respective shareholders and creditors of all three companies involved in the arrangement.

Timeline and Previous Disclosures

This NCLT filing follows a series of earlier communications regarding the proposed scheme:

• September 22, 2025: Initial intimation about the proposed composite scheme
• March 17, 2026: Follow-up disclosure regarding the restructuring plan
• March 26, 2026: Company application filed before NCLT Chennai Bench
• March 27, 2026: Regulatory disclosure to stock exchanges

Regulatory Compliance

The company has made this disclosure in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing seeks necessary directions from the Hon'ble NCLT for the implementation of the proposed scheme.

Company Information

Refex Industries Limited, with CIN L45200TN2002PLC049601, operates as part of the Refex Group. The disclosure was signed by Ankit Poddar, Company Secretary & Compliance Officer (ACS – 25443), on behalf of the company. The company maintains listings on both BSE Limited (Security Code: 532884) and National Stock Exchange of India (Symbol: REFEX).

Refex Industries Limited has achieved a crucial regulatory milestone by receiving approval letters with no negative remarks from both BSE Limited and the National Stock Exchange of India Limited for its planned composite scheme of amalgamation and arrangement. The observation letters were issued under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Scheme Structure and Key Entities

The proposed amalgamation scheme involves three key entities in a complex corporate restructuring arrangement that is currently pending regulatory approvals:

The scheme operates under sections 230 to 232 of the Companies Act, 2013, and involves the respective shareholders and creditors of all three entities. This corporate restructuring represents a significant step in the company's strategic reorganization.

Stock Exchange Approval and Compliance Requirements

Both BSE and NSE have issued comprehensive observation letters outlining specific compliance requirements that must be fulfilled. The exchanges have imposed several critical conditions:

Key Compliance Framework

Listing Conditions for Reflex Mobility Limited

The listing of Reflex Mobility Limited as the resulting company is subject to specific regulatory conditions:

Regulatory Framework and Next Steps

The approval letters emphasize that the 'no adverse observation' status does not constitute approval of the scheme's financial soundness or correctness of submitted documents. The scheme remains subject to applicable regulatory approvals, including crucial approval from the National Company Law Tribunal (NCLT).

Implementation Timeline

Both exchanges have reserved the right to withdraw their approval status if submitted information is found to be incomplete, incorrect, or misleading. The company must ensure continuous compliance with listing regulations and maintain transparency throughout the implementation process.