Refex Industries Limited has secured near-unanimous approval from its equity shareholders and unanimous support from its creditors for a Composite Scheme of Amalgamation and Arrangement. The resolution received 99.999% of the votes polled by shareholders, while all participating secured and unsecured creditors voted in favor. This decisive mandate clears a critical regulatory hurdle for the restructuring involving Refex Green Mobility Limited (RGML) and Refex Mobility Limited (RML), paving the way for final sanction by the National Company Law Tribunal (NCLT).

The voting results were disclosed on August 7, 2026, following three court-convened meetings held on August 5, 2026, as directed by the NCLT, Chennai Bench, under Company Application No. CA(CAA)/43(CHE)/2026. The scheme involves the amalgamation of RGML (Transferor) into Refex Industries Limited (Transferee/Demerged) and Refex Mobility Limited (Resulting), governed by Sections 230 to 232 of the Companies Act, 2013.

Equity Shareholder Voting Results

Equity shareholders voted via remote e-voting and during the video-conferenced meeting. Out of 92,973 shareholders on the record date of July 31, 2026, 117 shareholders participated in the vote. The promoter group, holding 77,623,085 shares, voted entirely in favor. Among public shareholders, institutional investors also supported the resolution with 100% of their votes.

Only 603 shares were voted against the resolution, representing less than 0.001% of the total votes polled. The scrutinizer, Kishore P, confirmed that the requisite majority of three-fourths in value was achieved.

Creditor Approval

Secured and unsecured creditors voted via postal ballot at physical meetings held at the company’s registered office in Chennai.

For secured creditors, 3 out of 10 total creditors attended, representing ₹75 crore of the ₹158.9 crore outstanding dues as of March 31, 2026. These attendees voted unanimously in favor. For unsecured creditors, 37 out of 379 creditors participated, representing ₹21.5 crore of the ₹347.6 crore outstanding dues. This group also voted unanimously in favor of the scheme.

Next Steps

The Court-appointed Chairperson, U.K. Sirohi, is required to submit the meeting reports to the NCLT within three days. The final sanction from the tribunal is necessary to implement the scheme, after which equity shares of Refex Mobility Limited are expected to be listed on BSE and NSE.

Refex Industries Limited reported a standalone net profit of ₹73.39 crore for the quarter ended June 30, 2026, marking a 122% year-on-year increase from ₹32.97 crore in Q1FY25. The surge was primarily driven by robust performance in its core Ash & Coal Handling business, which benefited from healthy execution across major project locations despite intermittent diesel supply constraints. Consolidated net profit rose to ₹64.55 crore from ₹20.37 crore YoY, reflecting improved operational efficiency and the initial contribution from its new wind energy business. The company’s Board of Directors approved the results on July 29, 2026, under Regulation 30 of the SEBI Listing Regulations.

Standalone revenue from operations grew 76% YoY to ₹619.25 crore, compared to ₹351.11 crore in the corresponding period last year. EBITDA for continuing operations stood at ₹105 crore, up from ₹39.6 crore, with an EBITDA margin of 17%. Management highlighted that the Ash & Coal Handling segment remains the largest contributor to revenue and profitability, operating at a volume run rate of 65,000 to 70,000 tons per day. The company also recorded ₹295 crore in execution from its wind energy business during the quarter, following the successful erection of India’s first 5.3 megawatt wind turbine in Koppal, Karnataka.

The company classified Power Trading, Refrigerant Gases, and Green Mobility segments as discontinued operations. Discontinued operations resulted in a standalone loss of ₹24.68 lakh and a consolidated loss of ₹997.63 lakh. Management clarified that the refrigerant gas business is fully closed, while the mobility business will be demerged into a separate listed entity by the end of Q3FY27, eliminating these losses from future P&L statements. Additionally, upfront amounts aggregating to ₹130.69 crore related to convertible warrants were forfeited as balance consideration was not received within the stipulated period.

Strategic Developments and Guidance

Refex Industries is progressing with its Composite Scheme of Amalgamation involving Refex Green Mobility Limited. The National Company Law Tribunal (NCLT), Chennai Bench, directed the company to convene meetings of Equity Shareholders and Creditors on August 05, 2026. Chairman and Managing Director Anil Jain stated that upon completion, the mobility business will operate as an independent entity focused on premium corporate mobility solutions.

In the wind energy segment, the company holds an order book of ₹1,860 crore, with ₹525 crore already executed. Management expects to execute the remaining ₹1,300 crore in the current financial year. Dinesh Kumar Agarwal, Whole-Time Director and CFO, guided that the wind business aims for a net margin of 5% to 6% by the end of FY27, after currently operating at a break-even or slight loss due to pre-operating expenses. The Silvassa assembly plant, with a capacity of 1 GW (potential revenue of ₹5,000–₹6,000 crore), is undergoing localization of components, targeting 85% localization within 12 months.

What the Numbers Show

The divergence between standalone and consolidated margins highlights the transitional phase of Refex’s growth strategy. While the standalone entity achieved an 11.9% PAT margin, driven by the mature Ash & Coal Handling business, the consolidated figure was lower due to losses in discontinued operations and early-stage investments in wind energy. The significant revenue growth in ash handling, coupled with a stable EBITDA margin of 17%, indicates strong pricing power and operational resilience despite logistical challenges. The upcoming demerger of the mobility unit is expected to sharpen the group’s focus on high-margin industrial services and renewable energy manufacturing, potentially improving overall capital efficiency and shareholder value visibility.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE056I01025/12f892840f464b71.pdf