Refex Industries Limited has successfully increased its shareholding in subsidiary Venwind Refex Power Limited through the strategic conversion of Optional Convertible Debentures, strengthening its position in the power and energy sector.

Transaction Overview

The conversion involved Class B Optional Convertible Debentures worth ₹43,00,00,000 along with accrued interest being transformed into equity shares. This transaction resulted in the allotment of 24,866 equity shares of Venwind Refex Power Limited at a face value of ₹10 each, with a premium of ₹17,283 per equity share.

Shareholding Changes

The conversion has significantly enhanced Refex Industries' control over its subsidiary. The company's shareholding in Venwind Refex Power Limited has increased by 4.11 percentage points, moving from 73.28% to 77.39%.

Strategic Objectives

The conversion serves multiple strategic purposes for the organization. The primary objective involves strengthening the capital structure of the subsidiary and supporting its future growth and operational expansion. Additionally, this move will optimize the debt-equity ratio of Venwind Refex Power Limited and enhance its overall financial sustainability.

Subsidiary Profile

Venwind Refex Power Limited operates in the power and energy industry, specifically focusing on wind power and allied sector activities. The subsidiary was incorporated on December 20, 2024, making it a relatively new entity within the Refex Industries portfolio.

Regulatory Compliance

The transaction was executed in accordance with applicable provisions of the Companies Act, 2013, and other relevant regulatory guidelines. As this involves a related party transaction with an existing subsidiary, the conversion was conducted following proper valuation procedures using a Registered Valuer. No additional governmental or regulatory approvals were required for this conversion, and no fresh capital infusion was involved in the process.

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).