Refex Industries Limited has announced the lapse and forfeiture of all 1,11,70,000 convertible warrants that were allotted on a preferential basis on November 07, 2024, after the warrant holders failed to pay the balance 75% of the issue price within the stipulated exercise period. The company made this disclosure under Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, on May 07, 2026.

Background of the Warrant Issuance

The warrants were originally issued as part of a broader preferential allotment approved by the company in October 2024. In addition to the warrants, the company had also allotted 81,77,068 equity shares to the non-promoter category at an issue price of ₹468/- per share. The total preferential issue, comprising both equity shares and convertible warrants, aggregated to ₹905,44,27,824/- (₹905.44 Crore). The warrants were issued to certain promoter & promoter group and non-promoter category investors at an issue price of ₹468/- per warrant, inclusive of a face value of ₹2/- each.

As per the terms of the issue and Regulation 162 of the SEBI ICDR Regulations, 25% of the issue price was collected upfront as the initial subscription amount at the time of allotment. The remaining 75% was required to be paid at the time of exercising the warrants, within 18 months from the date of allotment — that is, on or before May 06, 2026.

Lapse and Forfeiture Details

Since the company did not receive the balance 75% consideration from any of the warrant holders within the stipulated timeline, all outstanding warrants lapsed upon expiry of the exercise period on May 06, 2026. With effect from May 07, 2026, the upfront 25% subscription amount of ₹1,30,68,90,000/- (₹130.69 Crore) stands forfeited under Regulation 169(3) of Chapter V of the SEBI ICDR Regulations. The key parameters of the lapsed warrants are summarised below:

Warrant Holders Affected

The following warrant holders, spanning both promoter & promoter group and non-promoter categories, had their warrants lapse, with the corresponding forfeited amounts representing the 25% upfront consideration paid at the time of allotment:

Impact on Capital Structure and Next Steps

Refex Industries confirmed that the lapse of these warrants will result in no change to the company's paid-up share capital, as none of the warrants were exercised for conversion into equity shares. Consequent to the lapse, all warrant holders cease to have any rights or entitlement to seek conversion into equity shares of the company. The forfeited amount of ₹1,30,68,90,000/- will be retained by the company and accounted for in accordance with applicable accounting standards. The matter is to be taken up at the forthcoming meeting of the Board of Directors, where a necessary resolution will be passed in this regard.

Refex Industries Limited has successfully concluded its postal ballot e-voting process, with members approving two key resolutions on Thursday, April 30, 2026—the last date of remote e-voting. The voting was conducted pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on a Postal Ballot Notice dated March 26, 2026. The scrutinizer's report was issued by Mehak Gupta & Associates, Company Secretaries, on May 04, 2026.

Key Details of the Postal Ballot Process

The e-voting facility was extended to all members through National Securities Depository Limited (NSDL) as the service provider. The process was conducted in electronic form only, with no physical ballot forms dispatched to shareholders.

Resolutions Considered

Two resolutions were placed before the members for approval through the postal ballot process:

• Resolution 1 (Special): Making investments, giving loans, guarantees and providing security in excess of limits specified under Section 186 of the Companies Act, 2013.
• Resolution 2 (Ordinary): Material Related Party Transaction(s) with Venwind Refex Power Limited, a subsidiary company.

Voting Results — Resolution 1 (Special Resolution)

The Special Resolution pertaining to investments, loans, guarantees, and security under Section 186 of the Companies Act, 2013 received strong support. The promoter and promoter group cast all their votes in favour, while public non-institutional shareholders also voted overwhelmingly in favour.

Of the 253 members who voted through e-voting, 213 voted in favour (8,30,54,712 votes, representing 99.67%) and 40 voted against (2,75,488 votes, representing 0.33%). The resolution was passed as a Special Resolution on April 30, 2026.

Voting Results — Resolution 2 (Ordinary Resolution)

The Ordinary Resolution concerning material related party transactions with Venwind Refex Power Limited was noted as one in which the promoter/promoter group declared an interest and accordingly did not cast votes. The resolution was decided entirely by public shareholders.

Of the 248 members who voted through e-voting, 212 voted in favour (60,63,892 votes, representing 90.41%) and 36 voted against (6,43,179 votes, representing 9.59%). The resolution was passed as an Ordinary Resolution on April 30, 2026.

Compliance and Process Overview

The postal ballot process was conducted in compliance with Section 108 and Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, and applicable MCA Circulars. Advertisements regarding the dispatch of the Notice were published in Business Standard (all editions in English) and Dinamani (Tamil edition) on Tuesday, March 31, 2026. The voting results and scrutinizer's report have been submitted to the stock exchanges as required under Regulation 44 of the Listing Regulations. The intimation was signed by Ankit Poddar, Company Secretary and Compliance Officer of Refex Industries Limited, on May 04, 2026.