Your Directors have great pleasure in presenting the 24^th (Twenty-Fourth) Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

Financial Summary/ Highlights

The key financial highlights from continuing operations for the financial year under review are as follows:

Financial Statements

Financial Statements of your Company, both on standalone and consolidated basis, for the financial year ended March 31, 2026, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and duly audited by Statutory Auditors forms part of this Annual Report.

Compliance Certificate

In terms of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Managing Director and the Chief Financial Officer of the Company have given Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of Schedule II to the Listing Regulations.

Company Performance

Your Company has reported a profit before tax (PBT) of ~T335 Crore from the continuing operations for the year under review as compared to PBT of ~T233 Crore for the previous year, on a standalone basis, registering a growth of TI02 Crore, representing an increase of approximately 43.7%.

Your Company has reported a profit before tax (PBT) of ~T330 Crore from the continuing operations for the year under review as compared to PBT of ~T228 Crore for the previous year, on a consolidated basis, reflecting an increase of TI02 Crore.

Your Company has reported a profit after tax (PAT) of ~T247 Crore from the continuing operation as against a profit after tax of ~TI84 Crore during previous year on a standalone basis, which is an upside of T63 Crore.

Your Company has reported a profit after tax (PAT) of ~T242 Crore from the continuing operation as against a profit after tax of ~TI80 Crore during previous year on a consolidated basis, thereby, booking an increase of T62 Crore.

Operations

The highlights of the Company's operations and state of affairs during the financial year 2025-26, including an overview of its operational and financial performance, industry developments, opportunities, risks and other material changes, wherever applicable, are comprehensively discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

Dividend

The Board at its meeting held on May 26, 2026, proposed a final dividend of TI/ - per equity share (i.e., 50%) on fully paid-up equity shares of face value of T2/, for the financial year ended March 31, 2026, subject to the approval of shareholders at the ensuing annual general meeting. The proposed final dividend, if approved by the Members at the ensuing AGM, will result in a cash outflow of TI3.72 crore.

The Board, at its meeting held on August I2, 2025, declared the interim dividend for the financial year 2025-26 at T0.50 per equity share (i.e., 25%) on fully paid-up equity shares of face value T2/-.

Both dividends, aggregating together amounts to TI.50/- per equity share, which is rate of 75% for the financial year 2025-26. The said dividend has been declared out of the profits of the Company as at June 30, 2025, resulting in a total cash outflow of T6,46,40,303.50 (Rupees Six Crore Forty-Six Lakh Forty Thousand Three Hundred and Three and Paise Fifty Only).

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 ("Listing Regulations”) is uploaded on the Company's website.

The web link of the Dividend Distribution Policy is:

https://refex.co.in/wp-content/uploads/2025/04/Dividend-Distribution-Policv.pdf Amount Transferred to General Reserve

The Board of Directors has decided to retain the entire profits for financial year 2025-26 under Retained Earnings.

Accordingly, the Company has not transferred any amount to the ‘Reserves' for the year ended March 3I, 2026.

Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority”).

During the year under review, no amount of the unclaimed/ unpaid dividend and any such share in the Company, was due to be transferred to the IEPF Authority.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Details of unpaid dividend for the aforesaid financial years can be accessed from the website of the Company in ‘Unpaid Dividend List and IEPF Shares' section at: https://refex.co.in/investors/unpaid-dividend-list-and-iepf-shares

Members may claim their unpaid dividend by submitting the prescribed request to the Company or its Registrar and Share Transfer Agent.

Details of Nodal Officer

The Nodal Officer for the IEPF Authority is Mr. Ankit Poddar (ACS-25443), Company Secretary and Compliance Officer. The details of the nodal officer are provided on the website of the Company.

Deposits

During the year, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest on deposits was outstanding as on March 31, 2026.

Share Capital and Changes in Capital Structure

Authorized Share Capital

As on March 31, 2026, the Authorized Share Capital of your Company stood at Tl,00,00,00,000( Rupees Hundred Crore only) divided into 47,50,00,000 (Forty Seven Crore Fifty Lakh) equity shares of face value of ^2/- (Rupees Two) each, aggregating to ^95,00,00,000 (Rupees Ninety Five Crore Only) and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares (CRPS) of Tl00/- (Rupees Hundred) each, aggregating to ^5,00,00,000 (Rupees Five Crores only) upon creation of additional 30,00,00,000 (Thirty Crore) equity shares of ^2/- each aggregating to ^60,00,00,000/- (Rupees Sixty Crore Only) during the FY 2025-26.

Paid-up Share Capital

As on March 31, 2026, the paid-up equity share capital of the Company stood at ^27,43,98,782/- (Rupees Twenty-Seven Crores Forty-Three Lakhs Ninety-Eight Thousand Seven Hundred Eighty-Two only) comprising 13,71,99,391 (Thirteen Crores Seventy-One Lakhs Ninety-Nine Thousand Three Hundred Ninety-One only) equity shares of face value of ^2/- each.

Subsequent to the close of the financial year 2025-26, the Company allotted 20,057 equity shares of face value of ^2/- each, on May 01, 2026 to eligible employees pursuant to the exercise of vested stock options under Refex Employee Stock Option Scheme - 2021 ("ESOP 2021”).

Consequently, the paid-up equity share capital of the Company, as on the date of this report, stands at ^27,44,38,896/- (Rupees Twenty-Seven Crores Forty-Four Lakhs Thirty-Eight Thousand Eight Hundred Ninety-Six only) comprising 13,72,19,448 (Thirteen Crores Seventy-Two Lakhs Nineteen Thousand Four Hundred Forty-Eight only) equity shares of face value of ^2/- each.

The Company has not issued any shares with differential voting rights, differential rights as to dividend, sweat equity shares or equity shares carrying any other special rights during the year under review.

Changes in Share Capital

ESOPs

During the year under review, your Company has issued and allotted following shares against vested Employee Stock Options ("ESOPs”) exercised by the eligible employees under Refex Employee Stock Option Scheme-2021 ("ESOP 2021”):

Preferential Issue - 1 (Issue size: ^219.69 Crore)

The Board of Directors of the Company, at its meeting held on March 02, 2024, approved the issuance of 50,00,000 equity shares and 1,25,75,000 warrants convertible into equity shares, on a preferential basis, to Refex Holding Private Limited (RHPL) [CIN: U70200TN2010PTC074345], Promoter of the Company, for an aggregate issue size of ^219,68,75,000/- only, which was subsequently approved by the shareholders by way of special resolutions passed at the 1st Extra-ordinary General Meeting (FY 2024-25) held on March 27, 2024.

Pursuant to the above approvals, the Banking & Authorization Committee of the Board, at its meeting held on March 28, 2024, allotted 50,00,000 equity shares of face value of ^2/- each at an issue price of TI25/- per share (including a premium of TI23/-), aggregating to ^62,50,00,000/-, to RHPL.

Further, the Banking & Authorization Committee, at its meeting held on April 11, 2024, allotted 1,25,75,000 warrants of face value of ^2/- each at an issue price of Ti25/- per warrant (including a premium of T123/-), aggregating to ^157,18,75,000/-, to RHPL. An amount equivalent to 25% of the consideration was received upfront, with the balance 75% payable upon exercise of the warrants.

Out of the said warrants, 50,00,000 warrants were exercised by RHPL, and upon receipt of the balance 75% consideration, the Company allotted 50,00,000 equity shares on July 22, 2024.

Subsequently, RHPL exercised the remaining 75,75,000 warrants, and upon receipt of the balance 75% consideration, the Board of Directors, by way of circular resolution dated October 03, 2025, approved the allotment of 75,75,000 equity shares to RHPL.

Preferential Issue - 2 (Issue size: ^905.44 Crore)

The Board of Directors of the Company, at its meeting held on October 03, 2024, approved the issuance of 86,55,000 equity shares to persons belonging to the non-promoter category and 1,11,70,000 warrants convertible into equity shares to persons belonging to the ‘promoter group' and ‘non-promoter' category, on a preferential basis, which was subsequently approved by the shareholders by way of special resolutions passed at the 1^st Extra-ordinary General Meeting (FY 2024-25) held on October 26, 2024.

Pursuant to the said approvals, the Banking & Authorization Committee of the Board, at its meeting held on November 07, 2024, allotted 81,77,068 equity shares of face value of ^2/- each at an issue price of ^468/- per share (including a premium of ^466/-), aggregating to ^3,82,68,67,824/-, to the allottees belonging to the non-promoter category.

On the same date, i.e., November 07, 2024, the Company also allotted 1,11,70,000 warrants of face value of ^2/- each at an issue price of ^468/- per warrant (including a premium of ^466/-), to the allottees belonging to the ‘promoter group' and ‘non-promoter' category, in accordance with the provisions of the Companies Act, 2013 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In terms of the issue conditions and Regulation 162 of the SEBI ICDR Regulations, 25% of the consideration was received upfront at the time of allotment, with the balance 75% payable upon exercise of the warrants within a period of 18 months from the date of allotment, i.e., on or before May 06, 2026.

Subsequent to the close of FY 2025-26, due to non-exercise of the warrants within the stipulated timeline, 1,11,70,000 outstanding warrants lapsed and stood forfeited with effect from May 07, 2026, in accordance with the provisions of the SEBI ICDR Regulations.

Accordingly, the upfront subscription amount received at the time of allotment, being 25% of the issue price aggregating to ^1,30,68,90,000/- (T130.69 Crore), was forfeited in terms of Regulation 169(3) of Chapter V of the SEBI ICDR Regulations.

Consequent to such lapse and forfeiture, the warrant holders ceased to have any rights or entitlement to seek conversion of the said warrants into equity shares of the Company.

There is no change in the paid-up share capital of the Company, and the forfeited amount has been retained by the Company and accounted for in accordance with applicable accounting standards.

Employees' Long Term Incentive Plan

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations”) and with the objective to promote entrepreneurial behaviour among employees of the Company, motivate them with incentives and reward their performance with ownership in proportion to the contribution made by them as well as align the interest of the employees with that of the Company, Refex Employee Stock Option Scheme 2021 ("REFEX ESOP Scheme 2021”) was approved by the Board of Directors of your Company on September 02, 2021, which was subsequently approved by the members of the Company, in their 19th Annual General Meeting held on September 30, 2021 and amended by way of a special resolution passed through postal ballot on May 02, 2025.

Statement pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided on the Company's website at: https://www.refex.co.in/investors/emplovee-stock-option-scheme.

The Nomination & Remuneration Committee of the Board of Directors, inter-alia, administers and monitors, the REFEX ESOP Scheme 2021, in compliance with the SEBI (SBEB & SE) Regulations and other applicable laws.

The Company has also obtained a certificate from the Secretarial Auditor of the Company, as required under Regulation 13 of the SEBI (SBEB & SE) Regulations, that the Scheme has been implemented in aforesaid Regulations and in accordance with the resolution of the Company passed in the general meetings.

Holding, Subsidiaries, Joint Ventures and Associate Companies

Refex Holding Private Limited is holding 55.85% of the equity shares/ voting rights of the Company as of March 31, 2026.

Accordingly, Refex Holding Private Limited continues to be the Holding Company of Refex Industries Limited as on March 31, 2026.

The Company has the following subsidiaries as on March 31, 2026:

Material Subsidiaries

The Company has adopted a ‘Policy for determining Material Subsidiaries' as stipulated in Explanation to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations').

During the year under review, there was no change in the Policy for Determining Material Subsidiaries except to the extent required to be aligned with the changes in the statutory provisions.

The said policy may be accessed on the website of the Company at

https://refex.co.in/wp-content/uploads/2025/05/Policv-on-Determining-Material-Subsidiarv.pdf There is no material subsidiary of the Company during the year under review.

Information about the financial performance / financial position of the subsidiaries

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 is provided as part of the consolidated financial statements.

Hence, a separate report on the performance and financial position of the subsidiary company(ies) is not repeated here for the sake of brevity.

Further, pursuant to the provisions of Section 136 of the Act, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of the subsidiary companies, will be available on the website of the Company at https://www.refex.co.in/investors/financial-statement-of-subsidiarv.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (MD&A) for the year under review, giving a detailed analysis of the Company's operations, as stipulated under Regulation 34(2)(e) of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

Directors and Key Managerial Personnel (KMPs)

As on March 31, 2026, your Board comprised of seven (07) directors, out of which, one promoter director is serving as chairman and managing director, one is whole-time director, one is a woman nonexecutive director and four are independent directors, including one-woman independent director, as follows:

In accordance with the provisions of Section 152 of the Act, Mr. Anil Jain (DIN: 00181960), Managing Director of the Company retires by rotation in the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment.

His brief resume and other related information are being given in the Notice convening the 24^th AGM of your Company.

Your Board has recommended his re-appointment and accordingly, suitable resolution proposing his re-appointment forms part of the Notice of the AGM.

Changes during the year

Appointments

During the year, Dr. Vineet Kothari (DIN: 10070816) was appointed as a Non-Executive Independent Director with effect from June 19, 2025 for one term of 5 (five) consecutive years, commencing from June 19, 2025 to June 18, 2030 (both days inclusive), which was subsequently, approved by the members of the Company in the 23^rd Annual General Meeting held on July 18, 2025, by way of a special resolution.

Key Managerial Personnel (KMPs)

In terms of provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2026 are:

1. Mr. Anil Jain Managing Director

2. Mr. Dinesh Kumar Agarwal Whole-Time Director & Chief Financial Officer

3. Mr. Ankit Poddar Company Secretary & Compliance Officer

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

Familiarization Programme for Independent Directors

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, and related matters are put up on the website of the Company at: https://refex.co.in/uploads/pdfs/familiarization-programme/pdf-1781255732961-281055152.pdf

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure - A to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report.

Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Nomination and Remuneration Committee (“NRC”) has formulated a Remuneration Policy governing the appointment and remuneration of Directors, Senior Management Personnel (“SMPs”), including Key Managerial Personnel (“KMPs”), and other employees of the Company.

The Policy also prescribes the criteria for determining qualifications, positive attributes, and independence of Directors, KMPs, SMPs, and other employees of the Company.

The NRC has further laid down the criteria for evaluating the qualifications, positive attributes, and independence of Directors and is responsible for making recommendations to the Board with respect to the remuneration of Executive and Non-Executive Directors, as well as Senior Management Personnel of the Company.

During the year under review, no material changes were made to the Remuneration Policy, except to the extent necessary to align it with amendments in applicable statutory provisions.

The detailed Policy is available on the Company's website at:

https://refex.co.in/uploads/pdfs/policies/pdf-1772443808285-175921101.pdf and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report, which forms part of this Report.

Board Meetings

During the financial year 2025-26, the Board met 07 (seven) times i.e., on April 23, 2025, June 19, 2025, August 12, 2025, September 22, 2025, November 04, 2025, January 21, 2026 and March 26, 2026.

The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Details of meetings held and attendance of directors are mentioned in the Corporate Governance Report, which forms part of this Report.

Separate Meeting of Independent Directors

The Independent Directors of the Company convened two meetings during the financial year 2025-26, in the absence of Non-Independent Directors and members of the management, to deliberate on matters prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the first meeting held on September 22, 2025, the Independent Directors, inter-alia, reviewed and recommended the Composite Scheme of Amalgamation and Arrangement among Refex Industries Limited ("Transferee Company”/ "Demerged Company” / "RIL”), Refex Green Mobility Limited ("Transferor Company” / "RGML”) and Refex Mobility Limited ("Resulting Company” / "RML”), along with their respective shareholders and creditors, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

At the second meeting held on March 26, 2026, the Independent Directors evaluated the performance of the Non-Independent Directors and the Board as a whole, after considering the views of the Executive and the Non-Executive Directors.

They also reviewed the adequacy, quality and timeliness of the information flow between the management and the Board to ensure that the Board was able to effectively and reasonably discharge its responsibilities.

Both meetings of the Independent Directors were attended by all the 04 (four) Independent Directors, namely, Mr. Sivaramakrishnan Vasudevan, Mr. Ramesh Dugar, Dr. Vineet Kothari and Mrs. Latha Venkatesh.

Board Committees

As on March 31, 2026, your Company has constituted several committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and applicable laws and statutes.

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee; and

• Risk Management Committee;

Besides, your Board has also constituted a voluntary committee, namely, Banking & Authorization Committee (‘BAC'), and delegated powers relating to operational and routine business transactions.

The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees held during financial year 2025-26 and attendance of the members at each committee meeting, are provided in the Corporate Governance Report which forms part of this Report.

All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

Performance evaluation of the Board, its committees, and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors has undertaken a formal annual evaluation of its own performance, that of its committees, and of the individual Directors.

The evaluation framework was aligned with the Company's Nomination and Remuneration Policy and was designed to assess, inter-alia, the composition and effectiveness of the Board and its Committees, quality of deliberations and decision-making processes, participation and contribution of Directors, Board culture and dynamics, discharge of fiduciary and statutory responsibilities, governance standards, ethics, compliance oversight, and strategic guidance provided to the management.

For the purpose of the evaluation, a structured questionnaire covering various aspects of the Board's functioning and performance was circulated to the Directors. The responses received were comprehensively reviewed and assessed by the Nomination and Remuneration Committee and subsequently deliberated upon by the Board.

Based on the evaluation process, the Board noted with satisfaction the effective functioning and overall performance of the Board, its committees and individual Directors. The Directors also expressed satisfaction with the transparency, objectivity and effectiveness of the evaluation mechanism.

Further details relating to the performance evaluation process are provided in the Corporate Governance Report forming part of this Annual Report.

Directors' Responsibility Statement

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable Accounting Standards read with requirements set out under Schedule III to the Act had been followed and there are no material departures from the same;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on March 31, 2026;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a ‘going concern' basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Compliance with Secretarial Standards

The Directors hereby confirm that, pursuant to the provisions of Section 118(10) of the Companies Act,

2013, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company has also established appropriate systems to ensure compliance with all applicable Secretarial Standards, and such systems are adequate and operating effectively.

Particulars of Contracts or Arrangements with Related Parties

Your Company has adopted a "Policy on Related Party Transactions”, in accordance with the provisions of the Act and Regulation 23 of the Listing Regulations, inter-alia, providing a framework for governance and reporting of Related Party Transactions including material transactions and threshold limits for determining materiality.

The said Policy is also available on the website of the Company at the web-link: https://refex.co.in/wp-content/uploads/2026/01/RIL RPT Policy Jan26.pdf

All related party transactions that were entered into during the financial year ended on March 31, 2026 were on an arm's length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations.

Details of the transactions with related parties are provided in note no. 40 of the accompanying financial statements, in compliance with the provision of Section 134(3)(h) of the Act.

All related party transactions and subsequent material modifications, if any, are placed before the Audit Committee for review and approval.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and/ or entered in the ordinary course of business and are at arm's length.

The particulars of contracts or arrangements with related parties referred to in Section 188 of the Act are disclosed in Form AOC-2, which forms Annexure-B to this Report.

Auditor and Auditor’s Report

Statutory Auditor

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules

2014, as amended, M/s. A B C D & Co. LLP, Chartered Accountants (ICAI Firm Registration No.: 016415S/S000188) were appointed as the Statutory Auditors of the Company at the 20^th AGM held on September 23, 2022 for a term of 05 (five) years till the conclusion of 25^th Annual General Meeting of the Company, to audit the books of accounts from financial year 2022 to 2027.

Statutory Auditor’s Report

The Auditor's Report does not contain any qualification, reservation, or adverse remark, which requires an explanation or comments by the Board.

Further, there were no frauds reported by the Statutory Auditor to the Audit Committee or the Board under Section 143(12) of the Act.

Secretarial Auditor & its Report

Pursuant to Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors in its meeting held on June 19, 2025 and subsequently, the members, in their 23^rd AGM held on July 18, 2025, had appointed M/s A. Mohan Kumar & Associates, a Practicing Company Secretary Firm, represented by its founding partner Mr. A. Mohan Kumar, bearing ICSI Membership No.: FCS-4347 and C.P. No. 19145 as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for a period of 05 (five) consecutive financial years commencing on April 01, 2025, until March 31, 2030 to conduct Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2026, in prescribed form MR-3, issued by the Secretarial Auditor, is annexed herewith as Annexure - C to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Records and Cost Audit

Your Company has duly maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, in compliance with Section 148 of the Act, the Board of Directors at its meeting held on June 19, 2025, had appointed M/s STARP & Associates (Cost Accounting Firm FRN: 004143) as the Cost Auditors for the financial year 2025-26 to carry out the audit as required under Section 148 read with Rule 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014 and subsequently, the remuneration not exceeding ^69,000/- payable to them was ratified at the 23^rd AGM held on July 18, 2025.

Insolvency and Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during financial year 2025-26.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as under:

A. Conservation of energy & Technology absorption: Refer Annexure - D.

Annual Return

The draft Annual Return of the Company as on March 31, 2026, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, will be available on the Company's website at https://www.refex.co.in/investors/annual-return.

Further, the Annual Return (i.e., e-form MGT-7) for financial year 2025-26 shall be filed by the Company with the Registrar of Companies, Chennai, within the stipulated period and the same can also be accessed thereafter on the Company's website at https://www.refex.co.in/investors/annual-return.

Significant / Material Orders passed by the Regulators, Courts, and Tribunals affecting the Going Concern Status and Company's Operations in future

There is no significant/material order passed by the Regulators, Courts, or Tribunals affecting the going concern status and the Company's operations in the future other than the matters provided in the accompanying financial statements at Note No. 34.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, to deal with instances of fraud and mismanagement, if any.

The Company, through this Policy, envisages to encourage the Directors and employees of the Company to report to the appropriate authorities any unethical behavior, improper, illegal, or questionable acts, deeds, actual or suspected fraud or violation of the Company's Codes of Conduct for the Directors and the Senior Management Personnel.

During the financial year 2025-26, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns.

The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Company's website at the link: https://refex.co.in/uploads/pdfs/policies/pdf-1771570560008-88422675.pdf

Brief details of the establishment of Vigil Mechanism in the Company, is also provided in the Corporate Governance Report which forms part of this Report.

Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2026, and are operating effectively.

The Company has appointed a Practicing Chartered Accountant, Mr. Sudarsan. J, Proprietor of M/s Sudarsan & Co. (Firm Registration Number: 016635S) as an Internal Auditor, to ensure the effective functioning of internal financial controls and check whether the financial transaction flow in the organization is being done based on the approved policies of the Company.

The Management, based on the internal audit observations, gives its comments to the Audit Committee.

Further, the Board of Directors of the Company has adopted various policies like Policy on Related Party Transactions, Vigil Mechanism, Policy on Determining Material Subsidiary for ensuring the orderly and efficient conduct of its business, for safeguarding of its assets for the prevention and detection of frauds and errors and for maintenance of adequate accounting records and timely preparation of reliable financial information.

Corporate Social Responsibility

At Refex, Corporate Social Responsibility has been an integral part of the business since its inception. Refex believes in making a difference to the lives of millions of people who are underprivileged.

It promotes Social and Economic inclusion by ensuring that marginalized communities have equal access to health care services, educational opportunities, and proper civic infrastructures. Corporate Social Responsibility is embedded in the Refex ethos going hand in hand with the core business of the Company.

In compliance with requirements of Section 135(1) of the Act, the Board has constituted a Corporate Social Responsibility Committee (‘CSR Committee') which comprises of the following, as on March 31, 2026:

Further, the Company has laid down a Corporate Social Responsibility (CSR) Policy, which is available on the website of the Company and may be accessed at the web-link: https://refex.co.in/uploads/pdfs/policies/pdf-1771582123058-979345450.pdf

The meetings of the CSR Committee, brief contents of CSR Policy, unspent amount and reason thereof, if any, and annual report on CSR activities carried out during the financial year 2025-26, in the format, prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - E.

Corporate Governance

Your Company remains steadfast in its commitment to upholding the highest standards of corporate governance, both in letter and in spirit, and continues to be a frontrunner in ensuring compliance with the applicable provisions of SEBI regulations and other relevant laws and regulatory frameworks.

A Report on Corporate Governance, in terms of Regulation 34 read with Schedule V to the Listing Regulations, along with a Certificate from Mr. A. Mohan Kumar, Practicing Company Secretary, Partner, at M/s A. Mohan Kumar & Associates, Secretarial Auditor, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report, as Annexure - F.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 134(3)(g) of the Act, particulars of loans, guarantees or investments and securities provided under Section 186 of the Act, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement (please refer to Note No. 43 to the Financial Statements).

Risk Management

Our Company is cognizant that effective risk management is core to a sustainable business. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.

Prevention of Sexual Harassment at Workplace

The Company is committed to maintaining a safe, secure and productive work environment for all employees across all levels of the organization, free from sexual harassment and discrimination based on gender.

The Company has adopted a Policy on Prevention of Sexual Harassment ("POSH Policy”) at Refex Group level, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder ("POSH Act”).

In compliance with the provisions of the POSH Act, the Company has constituted Internal Complaints Committee(s) (“ICC”) at its workplaces to redress complaints relating to sexual harassment. ICC follows a fair and transparent enquiry process with defined timelines for resolution of complaints.

During the financial year under review, no complaints relating to sexual harassment were received by the ICC. The details of complaints received and disposed of during FY 2025-26 are as under:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed of during the financial year: Nil

c) Number of complaints pending as on the end of the financial year: Nil

The Company continues to conduct awareness programmes and training sessions from time to time to sensitize employees on the provisions of the POSH Act and promote gender sensitization at the workplace. All employees of the Company are covered under the POSH Policy and are encouraged to participate in such awareness initiatives.

Further, the ICC of the Company has filed the Annual Report/Annual Return with the jurisdictional authority for the relevant calendar year 2025 as required under Section 21 of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

Statement on Maternity Benefit Compliance

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961.

The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

Business Responsibility and Sustainability Report

Your Company has been ranked in top 1000 listed entities as on March 31, 2026, and accordingly, in terms of Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as specified by SEBI, is enclosed as Annexure - I.

Listing with Stock Exchanges

The equity shares of the Company are listed on the following stock exchanges:

The Company has paid the annual listing fee for Financial Year 2026-27 to the BSE Limited and the National Stock Exchange of India Limited.

Depository Systems

Your Company's Shares are traded in dematerialization form only.

For this purpose, your Company has obtained DEMAT connectivity (i.e., ISIN: International Security Identification Number) with both the depositories registered with SEBI, namely, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

So far, 99.99% of the equity shares have been dematerialized.

The ISIN allotted to the equity shares of the Company is INE056I01025. The ISIN for the warrants subsisting as at March 31, 2026 was INE056I13020.

Pursuant to the forfeiture and extinguishment of the outstanding warrants subsequent to the close of FY 2025-26, the related ISIN is in the process of extinguishment.

Implementation of Corporate Action

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

Change in nature of business

There is no change in the nature of the business during financial year 2025-26.

However, your Company has discontinued two business segments during the year, namely, Power Trading and Refrigerant Gases, as part of a strategic decision to enable better allocation of capital towards the Company's core, higher-growth businesses, thereby improving capital efficiency and long-term value creation.

Additionally, it will focus on the commercialization and leasing of these assets and offer logistics, transportation, and related services for sustainable/renewable energy projects.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There were no other material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this Report which may require disclosure.

Composite Scheme of Amalgamation and Arrangement

The Board of Directors of the Company, at its meeting held on September 22, 2025, approved the Composite Scheme of Amalgamation and Arrangement amongst Refex Green Mobility Limited ("Transferor Company”), Refex Industries Limited ("Transferee Company” or "Demerged Company”) and Refex Mobility Limited ("Resulting Company”) and their respective shareholders and creditors ("Scheme”), pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013, subject to receipt of requisite statutory, regulatory and other approvals. The appointed date of the Scheme is April 01, 2025.

The Scheme, inter-alia, envisages the creation of an independent, global-scale entity focused on the Green Mobility Business Undertaking, thereby unlocking its growth potential. It is expected to enable sharper managerial focus across the businesses of Refex Industries Limited and Refex Mobility Limited, facilitate participation from distinct investors, strategic partners and lenders, and allow each business to pursue focused growth strategies. The Scheme also provides flexibility to investors to align their investments with their respective risk-return profiles, while enhancing capital market access and overall shareholder value.

The Company had filed the necessary applications with the Stock Exchanges; BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”) under Regulation 37 of SEBI Listing Regulations seeking the necessary NOC for filing of the scheme with the NCLT vide application dated September 29, 2025.

Subsequently BSE and NSE, vide their respective letters dated March 16, 2026, issued observation letters conveying ‘no adverse observation/no objection' to the Scheme, as required under Regulation 37 of the SEBI Listing Regulations.

In furtherance of the above, the Company filed an Application before the Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT”) on March 26, 2026, seeking necessary directions in relation to the Scheme.

The Company has achieved various milestones which have already been set out in the Management Discussion and Analysis forming part of the Annual Report.

Reporting Principle

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the rules made thereunder), Indian Accounting Standards (Ind-AS) and the Secretarial Standards.

Reporting Period

The Financial Information is reported for the period April 01, 2025 to March 31, 2026. Some parts of the Non-Financial Information included in this Board's Report are provided as of the date of this Report.

Insolvency and Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during FY26.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the banks or financial institutions.

Disclosure of certain types of agreements binding listed entities

During FY26, there are no agreements which required to be disclosed as per clause 5A of paragraph A of Part A of Schedule III to the SEBI Listing Regulations.

Credit Ratings

Acuite Ratings & Research Limited (SEBI Registered Credit Rating Agency) vide their letter dated January 08, 2026, had reaffirmed the credit ratings for the Bank Loan facilities of the Company, the details of which are as below:

Personnel

Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Company's growth.

Your Company's organizational culture upholds professionalism, integrity, and continuous improvement across all functions as well as efficient utilization of the Company's resources for sustainable and profitable growth.

Your directors wish to place on record their appreciation for the valuable cooperation and support received from the Government of India, various State Governments, other departments / authorities, and stakeholders such as, shareholders, customers, and suppliers.

The Directors look forward to their continued support in the future.

The Directors thank HDFC Bank Limited, Union Bank of India, Axis Bank Limited, Federal Bank Limited, Canara Bank, Kotak Mahindra Prime Limited, Indian Overseas Bank Limited, IDBI Bank Limited and other bank/financial institutions, for all co-operations, facilities, and encouragement they have extended to the Company.

Your directors acknowledge the continued trust and confidence you have reposed in the Company.