BSEC launches probe into Intraco Refueling, 3 subsidiaries' assets before merger
The associated firms are M Hye & Co CNG Refueling Station Limited, Nessa and Sons Limited and Good CNG Re-fueling Station Limited
The Bangladesh Securities and Exchange Commission has formed a three-member investigation committee to examine the fixed assets of Intraco Refueling Station PLC and three associated companies amid an ongoing merger process.
The associated firms are M Hye & Co CNG Refueling Station Limited, Nessa and Sons Limited and Good CNG Re-fueling Station Limited.
According to a BSEC order, the committee comprises Md Faruk Hossain, additional director of the BSEC, Md Amirul Islam, assistant director, and Amit Adhikari, assistant director.
The panel has been asked to complete its investigation and submit its report within 60 working days from the date of issuance of the order.
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The probe will review financial statements and fixed assets of the companies for the period between 30 June 2022 and 30 June 2024, focusing on the valuation and authenticity of assets ahead of the proposed merger.
A BSEC official, requesting anonymity, said the regulator wants to assess the condition and valuation of the fixed assets before making any decision on the merger proposal. The investigation team will also review issues related to the merger plan in the interest of the capital market and investors, the official added.
According to the official, the commission made the decision in the broader interests of the capital market and general investors. The investigation findings are expected to help the regulator make an informed decision on the merger plan.
In April 2025, Intraco Refueling informed investors that the High Court had approved the merger of the three non-listed firms with the listed company. Shareholders of the companies had earlier approved the proposal through extraordinary general meetings.
The High Court approved the amalgamation scheme on 16 October 2024 after a hearing on 11 February 2024, while the company received the certified copy of the final order on 27 March 2025.
The company previously said the subsidiary firms are non-listed entities and therefore subject to higher corporate tax rates than listed companies.
It also argued that a unified management structure would help reduce administrative and operational costs, ultimately improving overall profitability.
Company Secretary G M Salahuddin told TBS that the BSEC has already begun reviewing the company's fixed assets and the company is cooperating with the investigation team and providing necessary documents.
Fixed assets—such as land, buildings, machinery and equipment—form a key part of a firm's long-term value, and any irregularity or overvaluation can materially impact its balance sheet, profitability, net asset value and market valuation.
Market analysts said such investigations are important before mergers, as inflated or inconsistent asset valuations could distort the financial position and market value of the merged entity.
Meanwhile, Intraco Refueling reported a 23% year-on-year decline in revenue to Tk21.72 crore in the January-March quarter of 2026. The company posted a net loss of Tk1.78 crore during the quarter, against a profit of Tk3.18 crore a year earlier.
For FY25, the company declared a 1.25% cash dividend only for general shareholders, excluding sponsors and directors.
As of 30 April 2026, sponsors and directors jointly held 30.06% shares in the company, while institutional investors owned 21.71%, foreign investors 0.04%, and general shareholders 48.19%.
