Refex Industries Limited conducted three court-convened meetings on Wednesday, August 5, 2026, as directed by the Hon'ble National Company Law Tribunal (NCLT), Division Bench-I, Chennai, pursuant to its order dated June 18, 2026 in Company Application No. CA(CAA)/43(CHE)/2026. The meetings were held to consider and, if approved, adopt a Composite Scheme of Amalgamation and Arrangement amongst Refex Green Mobility Limited (Transferor Company / RGML), Refex Industries Limited (Transferee Company / Demerged Company / RIL), and Refex Mobility Limited (Resulting Company / RML), along with their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Meeting Schedule and Format

The three meetings were conducted sequentially on the same day, with distinct formats for each stakeholder group. The following table summarises the key details:

All three meetings were chaired by Mr. U.K. Sirohi, the Court-appointed Chairperson, with Mr. Kishore P serving as the Court-appointed Scrutinizer. Mr. Ankit Poddar, Company Secretary & Compliance Officer, welcomed participants and assisted the Chairperson in conducting each meeting.

Equity Shareholders Meeting

The meeting of equity shareholders commenced at 11:00 A.M. (IST) via Video Conferencing and concluded at 11:30 A.M. (IST), including the time allowed for e-voting. The notice for the meeting was dated July 03, 2026, and the cut-off date for determining eligible voters was Friday, July 31, 2026. The following directors and officials were present:

Mr. Ramesh Dugar, Independent Director, was unable to attend due to personal commitments. Members were informed that the resolution would be deemed approved upon receipt of a majority in number representing three-fourths in value of the equity shareholders casting their votes, as per Section 230(6) of the Companies Act, 2013. Remote e-voting was made available prior to the meeting, and e-voting during the meeting remained open for 15 minutes after its conclusion. Members also noted that equity shares of Refex Mobility Limited, upon issuance pursuant to the Scheme, were proposed to be listed on BSE Limited and the National Stock Exchange of India Limited.

Secured and Unsecured Creditors Meetings

The meeting of secured creditors was held at 11:30 A.M. (IST) and concluded at 12:00 P.M. (IST), while the meeting of unsecured creditors commenced at 12:00 P.M. (IST) and concluded at 12:30 P.M. (IST). Both meetings were conducted in physical mode at the registered office: 2nd Floor, Refex Towers, 313, Valluvar Kottam High Road, Nungambakkam, Chennai – 600034. The cut-off date for both creditor meetings was March 31, 2026. Voting was conducted through ballot papers distributed to all eligible creditors, their authorised representatives, and proxies. The following directors were present at both creditor meetings:

At each meeting, Mr. Anil Jain, Chairman & Managing Director, briefed the respective creditor groups on the salient features, objectives, and rationale of the proposed Scheme. Creditors cast their votes and deposited duly completed ballot papers in the ballot box.

Post-Meeting Compliance and Next Steps

Following the conclusion of all three meetings, the Court-appointed Chairperson is required to submit the report of each meeting to the Hon'ble NCLT within three (3) days from the conclusion of the respective meeting. The voting results, along with the Scrutinizer's Report, will be placed on the Company's website and the CDSL website, and will also be submitted simultaneously to BSE Limited and the National Stock Exchange of India Limited within prescribed timelines. Detailed voting results as required under Regulation 44(3) of the SEBI Listing Regulations are to be submitted separately. The aforesaid information will also be hosted on the Company's investor relations page at https://www.refex.co.in/investors .

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