Refex Industries Limited has submitted comprehensive updated disclosures to stock exchanges regarding share encumbrance by its promoter company, addressing regulatory compliance requirements under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The submission, dated February 02, 2026, responds to discrepancies identified by BSE Limited in the company's original disclosure.

Regulatory Compliance Update

The updated disclosure addresses a specific observation from BSE Limited's Listing Compliance and Operations department regarding incomplete entity details in the original submission dated January 20, 2026. The exchange had noted that only the trustee name was mentioned without providing the lender name under details of entities in whose favor shares are being encumbered.

Share Encumbrance Details

The disclosure reveals that Refex Holding Private Limited created an additional pledge of 45,19,856 shares on January 16, 2026, representing 3.30% of the total share capital. This addition was made pursuant to a Pledge Agreement dated July 30, 2025.

Transaction Structure and Entities

The encumbrance serves as collateral security for financing availed by Refex Life Sciences Private Limited, a subsidiary company, through debenture issuance. The debenture holder is Touchstone Trust Scheme VI, acting through its Investment Manager Touchstone Capital Limited, under a Debenture Trust Deed entered into on July 30, 2025.

Financial Valuation and Security Cover

The disclosure provides detailed valuation of the pledged shares and the underlying debt amount. The value of additional shares being pledged amounts to approximately INR 108,47,65,432 based on current average 5-day VWAP prices on NSE.

Debenture Instrument Details

The underlying debt instruments consist of secured, unrated, unlisted optionally convertible and non-convertible debentures issued by Refex Life Sciences Private Limited. Each debenture carries a face value of INR 10 lakhs, and the instruments are not listed on any stock exchange.

The arrangement allows for additional persons to become debenture holders from time to time and have security over the pledged shares in terms of the Common Security Trustee Agreement dated July 30, 2025. This structure provides flexibility for further debenture issuances while maintaining the security framework.

The company has requested stock exchanges to take the updated information on record and disseminate the same on their websites in compliance with applicable regulations. The disclosure ensures full transparency regarding the encumbrance arrangement and addresses all regulatory requirements specified under SEBI takeover regulations.

Refex Industries Limited showcased a remarkable sequential recovery in Q3 FY26, marking a significant turnaround from the monsoon-affected first half of the fiscal year. The company's strategic focus on core businesses and operational improvements delivered strong financial performance across key metrics.

Strong Sequential Financial Recovery

The company's Q3 FY26 performance demonstrated substantial sequential improvement across all major financial parameters. Revenue growth was particularly impressive, driven by normalized site accessibility and improved ground conditions following the extended monsoon period.

The sequential revenue increase of Rs.160 crores was primarily attributed to higher ash and coal volumes handled during the quarter. While cost of goods sold increased from 79% to 81%, management attributed this to changes in margin mix rather than operational deviations.

Strategic Business Realignment

Refex Industries made strategic decisions to exit low-margin businesses to enhance return profiles and focus on core operations. The company discontinued its power trading and refrigerant gas businesses, which had contributed Rs.150 to Rs.200 crores in the same quarter last year but offered minimal profitability.

The management emphasized that while this strategic exit resulted in lower year-over-year revenues, it significantly improved profitability metrics. The company's EBITDA margin for Q3 FY26 stood at 16.10%, compared to 17.42% in the previous quarter, with management targeting sustainable margins of 11% to 12%.

Robust Order Book and Business Segments

The company maintains a strong order book position across its key business verticals, providing visibility for future revenue growth.

For the ash and coal handling segment, approximately 40% of the Rs.1500 crores order book is scheduled for execution within the next four months, 50% within 4 to 12 months, and the remaining 10-15% represents three-year contracts.

Ash and Coal Handling Business Expansion

The company currently handles approximately 72,000 tons of ash daily and is ramping up to reach 90,000 tons per day in the current quarter. The business has demonstrated strong growth with a 48% CAGR in quantity handled, with average realizations ranging between Rs.555 to Rs.700 per metric ton.

The total addressable market for ash handling presents significant opportunities, with Rs.68,000 crores in total market size. This includes Rs.10,000 to Rs.15,000 crores in annual incremental market from 340 million metric tons of ash generated yearly, plus Rs.50,000 to Rs.55,000 crores in legacy ash accumulated in power plant ponds.

Wind Energy Business Development

The wind energy vertical, operating through Venwind Refex Private Limited, has secured orders worth Rs.1860 crores from prominent clients including Jindal Steel, Torrent, and KP Green. The business manufactures 5.2 MW wind turbines using German technology from Vensys Energy, with deliveries scheduled to commence from February 15th onwards.

Key features of the wind turbines include 130-meter hub height for better wind velocity capture and LIDAR technology for automatic wind direction detection and nacelle positioning. The company provides equipment warranty for 12 months and performance guarantees for five years, focusing purely on supply rather than installation or execution.

Corporate Restructuring and Future Outlook

The demerger of Refex Green Mobility Limited is progressing according to the approved composite scheme, with completion expected by end of April 2026. This will result in Rs.220 crores of net assets being transferred to the mobility business, which will operate as a separate listed entity.

Looking ahead, management expects operational momentum to continue with multiple new ash projects commencing site activities and stabilizing operations across regions. The company remains well-positioned with its strong order book, disciplined execution capabilities, and strategic focus on high-margin core businesses.