Refex Industries Ltd

Dear Members,

Your directors have great pleasure in presenting the 23^rd (Twenty-Third) Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2025.

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

Financial Statements of your Company, both on standalone and consolidated basis, for the financial year ended March 31,2025, 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.

During the year under review, the Company achieved a standalone turnover of ~ Rs.2,430 Crore as against ~ Rs.1,371 Crore during previous year, which is an increase of 77%. During the year, Ash & Coal handing business grew substantially by more than 100%, driven by volume growth.

Your Company achieved a consolidated turnover of ~ Rs.2,468 Crore as against ~ Rs.1,383 Crore during previous year, thereby reflecting a growth of 78%.

Your Company has reported a profit before tax (PBT) of ~ Rs.241 Crore for the year under review as compared to PBT of ~ Rs.132 Crore for the previous year on a standalone basis, which is an upside of 83%.

Your Company has reported a profit before tax (PBT) of ~ Rs.200 Crore for the year under review as compared to PBT of ~ Rs.121 Crore for the previous year on a consolidated basis, resulting in hike of 65%.

Your Company has reported a profit after tax (PAT) of ~ Rs.190 Crore as against a profit after tax of ~ Rs.100 Crore during previous year on a standalone basis, which is an upside of 90%.

Your Company has reported a profit after tax (PAT) of ~ Rs.158 Crore as against a profit after tax of ~ Rs.93 Crore during previous year on a consolidated basis, thereby, booking an increase of 70%.

Highlights of your Company's operations and state of affairs for the financial year 2024-25 are included in the Management Discussion and Analysis Report, capturing your Company's performance, industry trends and other material changes with respect to your Company, wherever applicable and forms part of this Annual Report.

The Directors of your Company did not recommend any final dividend for the year ended March 31, 2025.

The Board of Directors has decided to retain the entire profits for financial year 2024-25 under Retained Earnings. Accordingly, the Company has not transferred any amount to the 'Reserves' for the year ended March 31, 2025. 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:

*On erstwhile face value of W10/-.

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://www.refex.co.in/investors-information.php and claim can be made by making a request to the Company.

Ms. G Divya, Company Secretary and Nodal Officer of the Company has resigned from her office w.e.f. May 31, 2024.

The Board of Directors at its meeting held on May 24, 2024, has designated Mr. Ankit Poddar (ACS-25443) as Company Secretary and Nodal Officer of the Company, w.e.f. June 01, 2024, for the purpose of IEPF.

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

As on March 31, 2025, the Authorized Share Capital of your Company stood at Rs.40,00,00,000/- (Rupees Forty Crores only) divided into 17,50,00,000 (Seventeen Crores Fifty Lakhs only) equity shares of face value of Rs.2/- (Rupees Two) each, aggregating to Rs.35,00,00,000/- (Rupees Thirty-Five Crores only) and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares (CRPS) of Rs.100/- (Rupees Hundred) each, aggregating to Rs.5,00,00,000 (Rupees Five Crores only).

As on March 31,2025, the paid-up equity share capital of your Company stood at Rs.25,83,64,546/- (Rupees Twenty- Five Crores Eighty-Three Lakhs Sixty-Four Thousand Five Hundred and Forty-Six only) comprising of 12,91,82,273 (Twelve Crores Ninety-One Lakhs Eighty-Two Thousand Two Hundred and Seventy-Three only) equity shares of face value of Rs.2/- each.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

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"):

Your Board of Directors, at its meeting held on March 02, 2024, has approved the issuance of 50,00,000 equity shares and 1,25,75,000 Warrants convertible into equity shares, on a preferential basis, to Sherisha Technologies Private Limited (Now, Refex Holding Private Limited) [CIN: U70200TN2010PTC074345], Promoter of the Company, for an aggregate issue size of Rs.219,68,75,000/- (Rupees Two Hundred Nineteen Crore Sixty-Eight Lakh Seventy- Five Thousand only), which was subsequently approved by way of special resolutions passed by the shareholders at their 2nd Extra-ordinary General Meeting (FY2023-24) held on March 27, 2024.

Pursuant to the above, the Banking & Authorization Committee of the Board of Directors of your Company, on March 28, 2024, has allotted 50,00,000 (Fifty Lakh only) equity shares of face value of Rs.2/- each, for cash consideration of Rs.125/- per equity share, including a premium of Rs.123/- per equity share ("Equity Shares"), aggregating to Rs.62,50,00,000/- (Rupees Sixty-Two Crore Fifty Lakh only) to Sherisha Technologies Private Limited (Now, Refex Holding Private Limited).

Subsequently, the Banking & Authorization Committee of the Board of Directors of your Company, on April 11, 2024, has allotted 1,25,75,000 (One Crore Twenty-Five Lakh Seventy-Five Thousand only) warrants of face value of Rs.2/- each, for cash consideration of Rs.125/- per warrant, including a premium of Rs.123/- per warrant ("Warrants"), aggregating to Rs.157,18,75,000/- (Rupees One Hundred Fifty-Seven Crore Eighteen Lakh Seventy-Five Thousand only) to Sherisha Technologies Private Limited (Now, Refex Holding Private Limited), out of which, 25% upfront consideration has been paid-up by the allottee and remaining 75% consideration shall be paid by the allottee upon conversion within 18 months from the date of allotment.

Pursuant to the above, the Banking & Authorization Committee of the Board of Directors of your Company, on March 28, 2024, has allotted 50,00,000 (Fifty Lakh only) equity shares of face value of Rs.2/- each, for cash consideration of Rs.125/- per equity share, including a premium of Rs.123/- per equity share ("Equity Shares"), aggregating to Rs.62,50,00,000/- (Rupees Sixty-Two Crore Fifty Lakh only) to Sherisha Technologies Private Limited (Now, Refex Holding Private Limited).

Out of 1,25,75,000 Warrants, 50,00,000 Warrants have been exercised by the allottee and accordingly, upon receipt of balance 75% consideration, the Company has allotted 50,00,000 equity shares to Sherisha Technologies Private Limited (Now, Refex Holding Private Limited) on July 22, 2024.

Subsequently, the Company received the shareholders' approval by way of special resolutions passed by the shareholders at their 1st Extra-ordinary General Meeting (FY2024-25) held on October 04, 2024, for issuance of 86,55,000 equity shares to non- promoter category on preferential basis and issuance of 1,11,70,000 warrants to 'promoter' and 'non-promoter' category on a preferential basis.

Pursuant to this approval, the Banking & Authorization Committee of the Board of Directors of your Company on November 07, 2024, has allotted 81,77,068 (Eighty One Lakh Seventy-Seven Thousand and Sixty Eight) fully paid up equity shares of face value of Rs.2/- each (Rupees Two only) ("Equity Shares") for cash at an issue price of Rs.468/- (Rupees Four Hundred Sixty-Eight only), including a premium of Rs.466/-) ("Issue Price") per Equity Share, for an aggregate amount of Rs.3,82,68,67,824/- (Three Hundred Eighty Two Crore Sixty-Eight Lakh Sixty-Seven Thousand Eight Hundred and Twenty Four Only), to the allottees, in the 'non-promoter' category.

Further, the Company, on November 07, 2024, has also allotted 1,11,70,000 (One Crore Eleven Lakh Seventy Thousand only) warrants of face value of Rs.2/- each (Rupees Two only) ("Warrants"), convertible into or exchangeable for 01 (one) fully paid-up equity share of face value of Rs.2/-, which may be exercised in one or more tranches, during the period commencing from the date of allotment of the Warrants until expiry of 18 (eighteen) months, for cash at an issue price of Rs.468/-(Rupees Four Hundred Sixty-Eight only)(including a premium of Rs.466/-) ("Issue Price") per Warrant, to the allottees, in the 'promoter & promoter group' and 'non-promoter' category.

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 19^th 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://refex.co.in/pdf/ESOP- Disclosure-2024-25.pdf

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 in the general meeting.

Refex Holding Private Limited is holding 53.37% of the equity shares/voting rights of the Company as of March 31, 2025.

Therefore, as on March 31,2025, Refex Holding Private Limited is the holding company of Refex Industries Limited.

The Company has the following subsidiaries as on March 31,2025:

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://www.refex.co.in/pdf/Policy-on- Determining-Material-Subsidiary.pdf.

There is no material subsidiary of the Company during the year under review.

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 Subsidiaries, are available on the website of the Company at https://www.refex.co.in/investors-information.php

Your Company is committed to benchmark itself with high standards of good corporate governance. Your Board constantly endeavors to take the business forward in such a way that it maximizes long-term value for the stakeholders.

A Report on Corporate Governance, in terms of Regulation 34 read with Schedule V to the Listing Regulations, along with a Certificate from Mr. R Muthukrishnan, Practicing Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

Management's 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.

As on March 31,2025, your Board comprised of six (06) directors, out of which, one is promoter who is a chairman- cum-managing director, one is Whole-time Director, one is a non-executive woman director and three are, independent directors, including one woman independent director.

In accordance with the provisions of Section 152 of the Act, Ms. Sushmitha Siripurapu (DIN: 09850991), Director of the Company retires by rotation in the ensuing Annual General Meeting ("AGM") and being eligible offers herself for re-appointment.

Her brief resume and other related information are being given in the Notice convening the 23^rd AGM of your Company.

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

During the year there were no new appointments of directors.

There was a change in designation of Mr. Dinesh Kumar Agarwal, who has been redesignated as a Whole-time Director-cum-Chief Financial Officer ("WTD & CFO") & one of the Key Managerial Personnel ("KMP") of the Company, w.e.f. June 01, 2024.

Further, at the Board meeting held on May 24, 2024, Mr. Ankit Poddar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2024, in place of Ms. Divya G who resigned from the office of the Company Secretary, w.e.f. May 31, 2024.

The Board, on May 24, 2024, has taken note of the resignation of Ms. Uthayakumar Lalitha from the position of Chief Financial Officer of the Company w.e.f. May 24, 2024, however, she would continue to be one of the senior managerial personnel heading the refrigerant gas business.

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 31,2025 are:

*Mr. Dinesh Kumar Agarwal has been redesignated as Whole-time Director-cum-Chief Financial Officer ("WTD & CFO") & one of the Key Managerial Personnel ("KMP") of the Company, with effect from June 01, 2024.

**Mr. Ankit Poddar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2024.

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 the Act under Section 149(6) 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.

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/pdf/RIL FP FY25.pdf

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.

However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure.

The said information is available for electronic inspection during working hours up to the date of annual general meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Pursuant to provisions of Section 178 of the Act and the Listing Regulations, the Nomination and Remuneration Committee ('NRC') has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Senior Management Personnel (SMPs) including its Key Managerial Personnel (KMPs) and other employees of the Company including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company.

NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making recommendation to the Board relating to remuneration to the Executive and NonExecutive Directors and Senior Management Personnel of the Company.

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

The detailed Policy is available on the Company's website at https://refex.co.in/pdf/Nomination-Remuneration- Policy.pdf and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report, which forms part of this Report.

During the financial year 2024-25, the Board met 7 (seven) times i.e., on 02-05-2024; 24-05-2024; 05-08-2024; 03-10-2024; 13-11-2024; 27-01-2025; 28-03-2025.

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.

In terms of requirements of Schedule IV to the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on March 28, 2025 for financial year 2024-25, without the presence of executive and non-independent directors.

The meeting was conducted in a flexible manner to enable the Independent Directors inter alia to discuss matters pertaining to the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by all the 03 (three) Independent Directors, namely, Mr. Sivaramakrishnan Vasudevan, Mr. Ramesh Dugar and Ms. Latha Venkatesh.

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 requirements of the relevant provisions of applicable laws and statutes.

As on March 31,2025, your Board has 05 (five) mandatory committees, namely,

1. Audit Committee;

2. Nomination & Remuneration Committee (NRC);

3. Stakeholders' Relationship Committee (SRC); and

4. Corporate Social Responsibility (CSR) Committee.

5. Risk Management Committee (As your Company falls in top 1000 listed entities as at 31^st December 2024 in terms of Market Capitalization, the Board at its meeting held on January 2 7, 2025, constituted this 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 2024-25 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.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has carried out a formal process of performance evaluation of the Board, committees and individual directors.

The performance was evaluated based on the parameters such as composition and quality of Board members, the effectiveness of Board/ committee process and functioning, the contribution of the members, Board culture and dynamics, fulfilment of key responsibilities, ethics and compliance etc. based on the Remuneration Policy which prescribed the evaluation criteria for performance evaluation.

A structured questionnaire was prepared covering the above areas of competencies.

All the responses were evaluated by the Nomination & Remuneration Committee as well as by the Board of Directors and the results reflected satisfactory performance.

The Directors expressed their satisfaction with the evaluation process.

The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Annual Report.

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 31,2025 and of the profit of the Company for the year ended on March 31,2025;

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.

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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/pdf/Policy-on- Related-Party-Transactions.pdf

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

All Related Party T ransactions that were entered into during the financial year ended on March 31,2025 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 the accompanying financial statements note no. 42 of the Financial Statements, in compliance with the provision of Section 134(3)(h) of the Act.

All Related Party Transactions and subsequent material modifications 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.

There is no information regarding the particulars of contracts or arrangements entered by the Company with its related parties, which are required to be disclosed in Form AOC-2.

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 five years till the conclusion of 25^th Annual General Meeting of the Company.

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.

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 had appointed Mr. R Muthukrishnan, Practicing Company Secretary (FCS 6775 / CP No.: 3033) as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025, 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.

Your Company has duly maintained cost accounts and records as specified by the Central Government under subsection (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 August 05, 2024, had appointed M/s STARP & Associates, (ICMAI Firm Registration No. 004143) as the Cost Auditors for the financial year 2024-25 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 payable to them was ratified at the 22^nd Annual General Meeting held on August 30, 2024.

The Board of Directors, at its meeting held on June 19, 2025 has re-appointed M/s STARP & Associates, (ICMAI Firm Registration No. 004143) as Cost Auditors for conducting Cost Audit for the financial year 2025-26.

The Company has received consent from M/s STARP & Associates, Practicing Cost Accountants, to serve as Cost auditors of the Company for the financial year 2024-25. The Company has also received necessary certificate under Section 141 of the Act, 2013 from them conveying their eligibility to act as Cost Auditor.

A sum of not exceeding Rs.69,000/- has been fixed by the Board as remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses payable to them, for the financial year 2025 -26, which is required to be approved and ratified by the members, at the ensuing AGM as per Section 148(3) of the Act.

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

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during financial year 2024-25.

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:

During the financial year 2024-25, there is no major manufacturing activity involving energy-intensive processes. The only energy-intensive operation is the fleet operation, where diesel is consumed as the prime fuel by the heavy transport vehicles.

We have taken significant steps in the reduction of diesel consumption through fleet hauling -route planning, commissioning of new BS IV hauling trucks, technological integration with GPS and other digital tools, and eliminating diesel pilferage.

During this financial year, we possess around 123 new BS-IV-compliant heavy haulage vehicles that are fuel- efficient and environment-friendly.

Coming to our refrigerant gas bottling plant at Thiruporur, we are operating with 100% solar energy through a 50.76 kWp rooftop solar plant, and we are a net exporter of solar energy to the grid. In the financial year 2024-25, the net solar energy export quantity to the grid is approximately 48 MWh.

One of our subsidiaries, Refex Green Mobility Limited, is operational in providing urban transport in the B2B and B2B2C segments with a fleet of vehicles running on cleaner fuel (currently electric vehicles) only.

In this financial year, we have added 811 new electric vehicles, and this mobility operation contributed to offsetting 1708 tCO2.

The draft Annual Return of the Company as on March 31, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Company's website at https://refex.co.in/pdf/RIL MGT7FY25.pdf

Further, the Annual Return (i.e., e-form MGT-7) for financial year 2024-25 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-information.php

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. 36.

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 2024-25, 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/pdf/Whistle-Blower-Policy-Vigil-Mechanism.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.

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, 2025, and are operating effectively.

The Company has appointed a practicing-chartered accountant 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/Whistle Blower Policy, 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.

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 31,2025:

*The Company at its Board meeting held on 24^th May 2024 had reconstituted the Committee and appointed Mr. Sivaramakrishnan Vasudevan as Chairman of the Committee.

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/pdf/CSR-Policy.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 2024-25, in the format, prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - B.

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 Nos. 4, 18 & 36 to the Financial Statements).

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.

The Company has also constituted a risk management committee and adopted a risk management policy, details of which are provided in the corporate governance report, which forms part of the Annual report.

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. Refex Group has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder (" PoSH Act").

The Company has also constituted a risk management committee and adopted a risk management policy, details of which are provided in the corporate governance report, which forms part of the Annual report.

Refex Group has also set up Internal Complaints Committee(s) (' ICCs') for each workplace, which is in compliance with the requirement of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with clear timeline.

Internal Committee of the Company has also filed Annual Return for the calendar year 2024 at its jurisdictional office, as required under Section 21(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions which also covers gender sensitization. No pending complaints to be resolved for the financial year under review.

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.

Your Company has been ranked in top 1000 listed entities as on March 31, 2025, 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 the SEBI, which forms a part of this Annual report.

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

The Company has paid the annual listing fee for financial Year 2025-26 to the BSE Limited and the National Stock Exchange of India Limited.

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.

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

There is no change in the nature of the business during financial year 2024-25.

Further, the Company has ventured into the wind power equipment trading and manufacturing business through its subsidiary, namely, Venwind Refex Power Limited (VRPL), during the reporting year.

VRPL is engaged inter-alia, in trading, manufacturing, production, assembly, distribution, and marketing of various sustainable energy assets, along with their components, systems, and related equipment.

VRPL, through its wholly-owned subsidiary, namely, Venwind Refex Power Services Limited, would also engage in consulting, engineering, EPC, OEM, research and development, and training services and managing, owning, and operating power plants based on sustainable energy sources.

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

There is no adverse material changes or commitments that occurred between the end of the financial year and the date of this report, which may affect the financial position of the Company or may require disclosure.

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

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.

The Financial Information is reported for the period April 01, 2024 to March 31, 2025. Some parts of the NonFinancial Information included in this Board's Report are provided as of the date of this Report.

During the year under review, there was no instance of one-time settlement with any bank or financial institution. 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, Government of Tamil Nadu, other state governments/ 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, ICICI Bank Limited, Indian Renewable Energy Development Agency Limited and Sundaram Finance 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.