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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Refex Industries Ltd.

Mar 31, 2025

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.

Financial Summary / Highlights

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

(? In Lakhs)
		STANDALONE		CONSOL	IDATED
	Particulars	2024-25	2023-24	2024-25	2023-24
	Revenue from Operations (Net)	2,43,001.62	1,37,055.78	2,46,766.31	1,38,287.03
â
Other Income		5,249.89	1,814.68	5,035.81	1,812.62
1-1
Total Income		2,48,251.51	1,38,870.46	2,51,802.12	1,40,099.65
1-1
	Expenditure (other than Tax)	2,24,182.82	1,25,700.00	2,31,810.76	1,27,966.46
1-1
	Exceptional Items	-	-	-	-
1-1
	Profit before T ax (PBT)	24,068.69	13,170.46	19,991.36	12,133.19
1-1
Current Tax expense for current year		4,982.13	3,208.22	4,982.13	3,208.22
1-1
Current tax expense relating to prior years		-	(105.22)	-	(105.22)
1-1
	Deferred Tax	145.46	(27.26)	(829.12)	(267.68)
1-1
	Profit after T ax (PAT)	18,941.10	10,094.72	15,838.35	9,297.87
1-1
	Earnings Per Share (?) (Basic)	15.46	9.12	12.93	8.40
1-1
	Earnings Per Share (?) (Diluted)	14.80	9.08	12.38	8.36
1-1
	Net Fixed Assets	14,712.35	8,811.82	23,915.98	11,116.89
1-1
	EBITDA Margins (%)	8.91	10.85	8.50	10.57
1-1
	PAT Margins (%)	7.79	7.36	6.41	6.27

Financial Statements

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.

Company Performance

During the year under review, the Company achieved a standalone turnover of ~ ?2,430 Crore as against ~ ?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 ~?2,468 Crore as against ~?1,383 Crore during previous year, thereby reflecting a growth of 78%.

Your Company has reported a profit before tax (PBT) of ~?241 Crore for the year under review as compared to PBT of ~?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 ~?200 Crore for the year under review as compared to PBT of ~?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 ~?190 Crore as against a profit after tax of ~ ?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 ~?158 Crore as against a profit after tax of ~?93 Crore during previous year on a consolidated basis, thereby, booking an increase of 70%.

Operations

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.

Dividend

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

Amount T ransferred to General Reserve

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:

	Dividend per			Amount (?)
	Dividend per	Date of Declaration	Due Date for Transfer to IEPF	Amount (?)
Financial Year	Equity Share			(Unpaid as on
	(?) *			March 31, 2025)
	(?) *			March 31, 2025)
2020-21 (Interim)	1.00	December 29, 2020	March 02, 2028	3,99,538.00
2020-21 (Final)	0.50	September 30, 2021	December 02, 2028	1,51,412.50
2022-23 (Final)	2.00	September 26, 2023	November 30, 2030	5,67,836.00
2023-24 (Interim)	0.50	February 08, 2024	April 13, 2031	1,28,093.00
*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.

Details of Nodal Officer

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.

Fixed Deposits

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.

Share Capital and Changes in Capital Structure

Authorized Share Capital

As on March 31, 2025, the Authorized Share Capital of your Company stood at ?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 ?2/-(Rupees Two) each, aggregating to ?35,00,00,000/- (Rupees Thirty-Five Crores only) and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares (CRPS) of ?100/- (Rupees Hundred) each, aggregating to ?5,00,00,000 (Rupees Five Crores only).

Paid-up Share Capital

As on March 31,2025, the paid-up equity share capital of your Company stood at ?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 ?2/- each.

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

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"):

Date	No. of equity shares (Face Value @ ?2/-)	Exercise / Issue Price (?)	Aggregating Value (?)
July 31, 2024 (Performance Based)	16,710	14.60	2,43,966
July 31, 2024 (Time Based)	12,575	20.40	2,56,530
January 13, 2025 (Performance Based)	20,890	14.60	3,04,994
January 13, 2025 (Performance Based)	6,450	67.80	4,37,310
January 13, 2025 (Time Based)	2,31,505	20.40	47,22,702
January 13, 2025 (Time Based)	35,685	95.00	33,90,075

Preferential Issue - 1 (Issue size = ?219.69 Crore)

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 ?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 ?2/- each, for cash consideration of ?125/- per equity share, including a premium of ?123/- per equity share ("Equity Shares"), aggregating to ?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 ?2/- each, for cash consideration of ?125/- per warrant, including a premium of ?123/- per warrant ("Warrants"), aggregating to ?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.

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.

Preferential Issue - 2 (Issue size = ?905.44 Crore)

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 ?2/- each (Rupees Two only) ("Equity Shares") for cash at an issue price of ?468/-(Rupees Four Hundred Sixty-Eight only), including a premium of ?466/-) ("Issue Price") per Equity Share, for an aggregate amount of ?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 ?2/- each (Rupees Two only) ("Warrants"), convertible into or exchangeable for 01 (one) fully paid-up equity share of face value of ?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 ?468/-(Rupees Four Hundred Sixty-Eight only)(including a premium of ?466/-) ("Issue Price") per Warrant, to the allottees, in the ''promoter & promoter group'' and ''non-promoter'' category.

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 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.

Holding, Subsidiaries, Joint Ventures, and Associate Companies

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:
S. No.
	Name of the Company	Category	Date of becoming subsidiary

1	Refex Green Mobility Limited (RGML)	Wholly-owned subsidiary company	RGML was incorporated as a subsidiary company of the Company on March 14, 2023. On April 17, 2023, RGML has become wholly-owned subsidiary of the Company.
2	Refex EV Fleet Services Private Limited (REVFSPL)	Step-down wholly-owned subsidiary company	RGML, a wholly-owned subsidiary company has made an investment in Refex EV Fleet Services Private Limited by acquiring 49.99% stake in equity shares on October 04, 2023 and took over Management / Board control. During the year, RGML has acquired remaining 51% equity Shares of REVFSPL, pursuant to the provisions of Share Purchase Agreement and Employment Agreement and consequently became a wholly-owned subsidiary of RGML.
3	Venwind Refex Power Limited (VRPL)	Subsidiary company	At the time of its incorporation on December 20, 2024, VRPL was a wholly-owned subsidiary. Subsequently, a disinvestment took place through the dilution and transfer of shares, resulting in 33% of the holding being transferred to four investors, in accordance with the terms set out in the Share Purchase Agreement, w.e.f. February 18, 2025.
4	Venwind Refex Power Services Limited (VRPSL)	Step-down subsidiary company	VRPSL is a wholly-owned subsidiary of VRPL, incorporated on February 24, 2025. Accordingly, the Company is holding 67% indirectly.

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

Corporate Governance

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 Discussion and Analysis 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.

Directors and Key Managerial Personnel (KMPs)

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.

Changes during the year

Appointments

During the year there were no new appointments of directors.

KMPs

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:

1.	Mr. Anil Jain	Managing Director
2.	Mr. Dinesh Kumar Agarwal*	Whole-time Director Cum Chief Financial Officer
3.	Mr. Ankit Poddar**	Company Secretary & Compliance Officer

*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. 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 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.

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/pdf/RIL FP FY25.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.

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.

Remuneration Policy

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.

Board Meetings

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.

Separate Meeting of Independent Directors

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.

Board Committees

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.

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

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.

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 31,2025 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.

Compliance with Secretarial Standards

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).

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/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.

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

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 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.

Cost Records and Cost Audit

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 ?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.

Insolvency and Bankruptcy Code, 2016

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

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:

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.

B. 1	Foreign Exchange Earnings and Outgo:
	Particulars	FY24 (W in Lakh)	FY23 (W in Lakh)
	Foreign exchange earned in terms of actual inflows	-	-
	Foreign exchange outgo in terms of actual outflows	32,863.27	3,902.30

Annual Return

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.

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 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.

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, 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.

Corporate Social Responsibility

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:

S. No.	Name	Category
1.	Mr. Sivaramakrishnan Vasudevan*	Independent Director - Chairman
2.	Mr. Anil Jain	Chairman & Managing Director - Member
3.	Mr. Dinesh Kumar Agarwal	Whole-time Director & CFO - Member

*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.

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

Risk Management

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.

Prevention of Sexual Harassment at Workplace

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").

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.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31,2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

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.

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, 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.

Listing with Stock Exchanges

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

Name	Address	Code
BSE Limited	1^st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001	532884
National Stock Exchange of India Limited	Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai- 400 051	REFEX

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.

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.

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 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.

Significant Developments

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, 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.

Other Disclosures

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.

Acknowledgements

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.

Mar 31, 2024

Your directors have great pleasure in presenting the 22^nd (Twenty-Second) Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024.

Financial Summary / Highlights

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

(? In Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations (Net)	1,37,055.78	1,62,914.96
Other Income	1,827.75	828.78
Total Income	1,38,883.53	1,63,743.74
Expenditure (other than Tax)	1,25,700.00	1,48,080.12
Exceptional Items	-13.07	-24.73
Profit before Tax	13,170.46	15,638.89
Current Tax expense for current year	3,208.22	4,126.60
Current tax expense relating to prior years	-105.22	-1.82
Deferred Tax	-27.26	-92.24
Profit after Tax	10,094.72	11,606.35
Earnings Per Share (?) (Basic)	9.12	10.78*
Earnings Per Share (?) (Diluted)	9.08	10.77*
Net Fixed Assets	8811.82	8,618.82
EBITDA Margins (%)	10.85	10.71
PAT Margins (%)	7.36	7.12

* EPS has been adjusted due to sub-division/split of equity shares.

Financial Statements

Financial Statements of your Company, Standalone and Consolidated for the financial year ended 31^st March, 2024, 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.

Company Performance

During the year under review, the Company achieved a turnover of ?1,37,055.78/- Lakh as against ?1,62,914.96/-Lakh during previous year. The primary reason for the decline in revenue is decrease in coal prices compared to the previous year. Despite this, the volume for coal handling has increased and the Company has successfully maintained its EBITDA margins.

Your Company has achieved a profit before tax (PBT) of ?13,183.53 Lakh for the year under review as compared to PBT of ?15,638.89 Lakh for the previous year.

The Company has reported a profit after tax of ?10,094.72/- Lakh as against a profit after tax of ?11,606.35/- Lakh during previous year.

Operations

Highlights of your Company''s operations and state of affairs for the financial year 2023-24 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.

Dividend

The Directors of your Company did not recommend any final dividend for the year ended March 31, 2024.

Further, the Company has declared and paid an interim dividend of ?0.50/- per share (on erstwhile face value of ?10/-) during the financial year 2023-24.

Amount Transferred to General Reserve

The Board of Directors has decided to retain the entire profits for financial year 2023-24 under Retained Earnings. Accordingly, the Company has not transferred any amount to the ''Reserves'' for the year ended March 31, 2024.

Investor Education and Protection Fund (IEPF)

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:

	Dividend			Amount (?)
	Dividend	Date of Declaration	Due Date for Transfer to IEPF	Amount (?)
Financial Year	per Equity			(Unpaid as on March 31,
	Share (?) *			2024)
	Share (?) *			2024)
2020-21 (Interim)	1.00	December 29, 2020	March 02, 2028	4,02,086.00
2020-21 (Final)	0.50	September 30, 2021	December 02, 2028	1,52,686.50
2022-23 (Final)	2.00	September 26, 2023	November 30, 2030	5,72,772.00
2023-24 (Interim)	0.50	February 08, 2024	April 13, 2031	Pay-out in progress

*On erstwhile face value of ?10/-.

Details of Nodal Officer

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 for the purpose of IEPF w.e.f. June 1, 2024.

Fixed Deposits

There is no unclaimed or unpaid deposit lying with the Company.

Share Capital and Changes in Capital Structure Authorized Share Capital

As on March 31,2024, the Authorized Share Capital of your Company stood at ?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 ?2/-(Rupees Two) each, aggregating to ?35,00,00,000/- (Rupees Thirty-Five Crores only) and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares (CRPS) of ?100/- (Rupees Hundred) each, aggregating to ?5,00,00,000 (Rupees Five Crores only).

Paid-up Share Capital

As on March 31,2024, the paid-up equity share capital of your Company stood at ?23,13,62,780/- (Rupees Twenty-Three Crores Thirteen Lakhs Sixty-Two Thousand Seven Hundred Eighty only) comprising of 11,56,81,390 (Rupees Eleven Crores Fifty-Six Lakhs Eighty-One Thousand Three Hundred Ninety only) equity shares of face value of ?2/-each.

There are no convertible securities issued in the Company, as on March 31, 2024.

Further, the Company has allotted 1,25,75,000 (One Crore Twenty-Five Lakh Seventy-Five Thousand only)

Warrants, convertible into equal number of equity shares of face value of ?2/- each, on April 11,2024.

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

Changes in Share Capital ESOPs

	No. of equity shares (Face Value @ ?10/-)
Date		Exercise / Issue Price (?)	Aggregating Value (?)

November 30, 2023	26,514	102	27,04,428
February 02, 2024	2,740	102	2,79,480

Stock-Split

Your Company has made sub-division/split of equity shares from face value of ?10/- to ?2/- each, i.e., sub-division of every 01 (one) equity share of face value of ?10/- (Rupees Ten only) into 05 (five) equity shares of face value of ?2/- (Rupees Two only) each with effect from the record date, i.e., March 22, 2024, as approved by the shareholders of the Company, by way of an ordinary resolution passed through postal ballot on March 01, 2024.

Preferential Issue

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 [CIN: U74999TN2010PTC074345], Promoter of the Company, for an aggregate issue size of ?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 2^nd 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 50,00,0000 (Fifty Lakh only) equity shares of face value of ?2/- each, for cash consideration of ?125/- per equity share, including a premium of ?123/- per equity share ("Equity Shares"), aggregating to ?62,50,00,000/- (Rupees Sixty-Two Crore Fifty Lakh only) to Sherisha Technologies 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 ?2/- each, for cash consideration of ?125/- per warrant, including a premium of ?123/- per warrant ("Warrants"), aggregating to ?157,18,75,000/- (Rupees One Hundred Fifty-Seven Crore Eighteen Lakh Seventy-Five Thousand only) to Sherisha Technologies 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.

Inter-se Transfer among Promoters

During the year under review, the shareholding of the Promoter entity, Sherisha Technologies Private Limited increased by 5.23% pursuant to the Inter-se transfer of shares among the Promoters and Promoters Group.

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 19^th Annual General Meeting held on September 30, 2021.

During the year under review, Nomination & Remuneration Committee ("NRC") at its meeting held on May 18,

2023, has granted 57,840 stock options and on September 12, 2023, further granted 2,85,184 stock options (on erstwhile face value of ?10/-) to eligible employees of the Company under REFEX ESOP Scheme, 2021.

Holding, Subsidiaries, Joint Ventures and Associate Companies

Pursuant to Inter-se transfer of shares among Promoters during the FY24 the holding of Sherisha Technologies Private Limited (''STPL) is increased from 47.46% to 53.27% on March 28, 2024. Consequent to this, your Company has become a subsidiary company of STPL in terms of Section 2(87) of the Act.

Therefore, as on March 31,2024, STPL is the holding company of Refex Industries Limited.

The Company has the following subsidiaries as on March 31, 2024:

S. No.
	Name of the Company	Category	Date of becoming subsidiary

1	Refex Green Mobility Limited (RGML)	Wholly-owned subsidiary company	RGML was incorporated as a subsidiary company of the Company on March 14, 2023. On April 17, 2023, RGML has become wholly-owned subsidiary of the Company.
2	Refex EV Fleet Services Private Limited	Step-down	RGML, a wholly-owned subsidiary company has made an investment in Refex EV Fleet Services Private Limited by acquiring 49.99% stake in equity shares on October 04, 2023.
2	(formerly known as O3 Mobility Private Limited)	subsidiary company	Since RGML controls the composition of majority of the Board of Directors of Refex EV Fleet Services Private Limited, hence, as per Section 2(87)(i) of the Act, it becomes subsidiary of RGML.

Material Subsidiaries

During the year under review, there was no change in the Policy for Determining Material Subsidiaries. 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.

Information about the financial performance / financial position of the subsidiaries

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

Corporate Governance

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

Management Discussion and Analysis Report

As on March 31,2024, your Board comprised of six (06) directors, out of which, one is promoter who is a chairman-cum-managing director, two are non-executive directors and three are independent directors, including one woman independent director.

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 22^nd AGM of your Company.

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

Changes during the year

Appointments

Pursuant to the approval the members of the Company by way of special resolutions passed in the 1^st ExtraOrdinary General Meeting (FY2023-24) of the Company held on April 28, 2023, following directors were appointed:

Name of Director DIN Category/Designation Date of Appointment / Tenure

Mr. Krishnan Ramanathan¹ 09854815 Independent Director February 02, 2023 to February 01, 2028

Mr Siv^{aramakrishnan} 02345708 Independent Director March 31,2023 to March 30, 2028

Vasudevan

Ms. Susmitha Siripurapu 09850991 Non-Executive Director February 02, 2023

*Ceased w.e.f. November 30,2023

Further pursuant to the recommendation of the Nomination & Remuneration Committee ("NRC") and the Board in its meeting held on December 28, 2023, and subsequent approval by the members of the Company by of postal ballot dated March 01, 2024, Ms. Latha Venkatesh (DIN: 06983347) was appointed as a Non-Executive Independent Director of the Company to hold office for a term of five consecutive years with effect from December 28, 2023 to December 27, 2028.

Further at the same postal ballot, Mr. Ramesh Dugar (DIN: 01686047) was re-appointed as an Independent Director of the Company to hold office for a second term of five consecutive years with effect from December 29, 2023 to December 28, 2028.

Cessation

Mr. Krishnan Ramanathan (DIN: 09854815) Non-Executive Independent Director had tendered his resignation w.e.f. November 30, 2023, due to his taking up a judicial assignment with TNRERA.

1.	Mr. Anil Jain	Managing Director
2.	Ms. Uthayakumar Lalitha ¹	Chief Financial Officer
3.	Ms. G. Divya²	Company Secretary

Declaration by 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

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

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 particulars. 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.

Remuneration Policy

During the year under review, there was no change in the Remuneration Policy.

The detailed Policy is available on the Company''s website at https://www.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 2023-24, the Board met 10 (ten) times i.e., on May 18, 2023, August 03, 2023, October 12, 2023, October 20, 2023, November 08, 2023, November 30, 2023, December 28, 2023, January 24, 2024, February 08, 2024 and March 02, 2024.

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

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 30, 2024 for financial year 2023-24, without the presence of executive and non-independent 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.

Board Committees

As on March 31,2024, your Board has 04 (four) mandatory committees, namely,

1. Audit Committee;

2. Nomination & Remuneration Committee (NRC);

3. Stakeholders'' Relationship Committee (SRC); and

4. Corporate Social Responsibility (CSR) 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 2023-24 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

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:

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 31,2024 and of the profit of the Company for the year ended on March 31,2024;

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

Particulars of Contracts or Arrangements with Related Parties

The said Policy is also available on the website of the Company at the web-link: https://www.refex.co.in/pdf/Policv-on-Related-Partv-Transactions.pdf.

All Related Party Transactions that were entered into during the financial year ended on March 31, 2024 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.

38 of the Financial Statements, in compliance with the provision of Section 134(3)(h) of the Act.

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.

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. ABCD & Co., Chartered Accountants (ICAI Firm Registration No.: 016415S) 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.

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 had appointed Mr. R Muthukrishnan, Practicing Company Secretary (FCS 6775 / C P No.: 3033) as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024, in prescribed form MR-3, issued by the Secretarial Auditor, is annexed herewith as Annexure - B to this Report.

Cost Records and Cost Audit

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 03, 2023, had appointed M/s STARP & ASSOCIATES, (Cost Accounting Firm FRN: 004143) as Cost Auditors for the financial year 2023-24 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 21^stAnnual General Meeting held on September 26, 2023.

The Board of Directors, at its meeting held on August 05, 2024, has re-appointed M/s STARP & Associates, (Cost Accounting Firm FRN: 004143) as Cost Auditors for conducting Cost Audit for the financial year 2024-25.

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 a Cost Auditor.

A sum of not exceeding ?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 2024-25, which is required to be approved and ratified by the members, at the ensuing AGM as per Section 148(3) of the Act.

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 2023-24.

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

1) Conservation of energy & Technology absorption:

The Company does not engage in manufacturing activity involving energy-intensive processes except in the fleet operation where diesel is consumed as the prime fuel. We have taken significant steps in the reduction of diesel consumption through fleet hauling-root planning, technological integration with GPS and other digital tools (KT Telematics), and eliminating diesel proliferation. This is helping us in reducing our energy consumption to the tune of ~2-5% per tonnage of flash hauling but still, it is in the early stage of implementation and conclusive trends on energy saving will come at a later stage. We are also building a fleet of BS-IV-compliant heavy haulage vehicles that are fuel-efficient and environment friendly.

Coming to our refrigerant gas bottling plant at Thiruporur, we have done a complete transition of our energy requirement from the grid source of electricity to the in-house rooftop solar energy production. In this financial year, we commissioned a 50.76 KWp rooftop solar power plant at our Refrigerant gas factory. The plant uses ''Solex'' make 545 WP, Mono PERC PV solar modules, and ''Growatt'' make solar inverters. The solar power plant generates a maximum of 92,637 units per year offsetting 65 MT of CO2 and is a significant step towards our Net Zero Goal through this energy transition program. Now our plant is operating 100 % on renewable solar energy. We have adjusted our production cycle so that the peak demand can be met during the peak hours of solar energy production. With this adjustment, we are now a net exporter of renewable solar energy to the grid.

2) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings = NIL Foreign Exchange Outgo = ?3,902.30 lakh

Annual Return

The draft Annual Return of the Company as on March 31, 2024, 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/Annual-Return-2023-2024.pdf

Further, the Annual Return (i.e., e-form MGT-7) for financial year 2023-24 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.

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

Vigil Mechanism / Whistle Blower Policy

During the financial year 2023-24, 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: ittps://www.refex.co.in/pdf/Whistle-Blower%20Policv Vigil%20Mechanism.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 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, 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

S. No.	Name	Category
1.	Mr. Ramesh Dugar	Independent Director - Chairman
2.	Mr. Anil Jain	Chairman & Managing Director - Member
3.	Mr. Dinesh Kumar Agarwal	Non-Executive Director - Member

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://www.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 2023-24, in the format, prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - C.

Particulars of Loans, Guarantees or Investments

Risk Management

Prevention of Sexual Harassment at Workplace

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.

During the period under review, there were no complaints received by the Committee.

Internal Committee of the Company has also filed Annual Return for the calendar year 2023 at their 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.

Business Responsibility & Sustainability Report

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached voluntarily by the Company, as a part of the Annual Report and the said report will also be available on the website of the Company.

Listing with Stock Exchanges

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

(i) The BSE Limited (BSE): No. 25^th Floor, P.J. Towers, Dalal Street, Fort, Mumbai- 400 001;

(ii) The National Stock Exchange of India Limited (NSE): Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai- 400 051.

The Stock Codes allotted by these stock exchanges are as under:

Name	Code
BSE Limited	532884
National Stock Exchange of India Limited	REFEX

The Company has paid the annual listing fee for Financial Year 2024-25 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.

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 2023-24.

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

There is no adverse material 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.

Significant Developments

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

Reporting Period

The Financial Information is reported for the period April 01, 2023 to March 31, 2024. Some parts of the NonFinancial Information included in this Board''s Report are provided as of the date of this Report.

Other Disclosures

During the year under review, there was no instance of one-time settlement with any bank or financial institution.

Personnel

Acknowledgements

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, Government of Karnataka, Government of NCT of Delhi, 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, ICICI Bank Limited and other Banks 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.

For and on behalf of the Board Anil Jain

Place: Bengaluru Chairman & Managing Director

Date: August 05, 2024 DIN: 00181960

Ms. Uthayakumar Lalitha resigned from the position of Chief Financial Officer of the Company w.e.f. May 24, 2024 and 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.

Ms. G. Divya resigned from the position of Company Secretary and Compliance Officer w.e.f. May 31, 2024 and Mr. Ankit Poddar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2024.

There were no changes during the Financial Year 2023-24.

Mar 31, 2023

Your Directors have great pleasure in presenting the 21st (Twenty First) Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

Financial Summary / Highlights

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

(Rs. In Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations (Net)	1,62,914.96	44,395.88
Other Income	828.78	502.60
Total Income	1,63,743.74	44,898.48
Expenditure (other than Tax)	1,48,080.12	40,138.15
Exceptional Items	-24.73	1,337.61
Profit before Tax	15,638.89	6,097.94
Current Tax expense for current year	4,126.60	1,394.49
Current tax expense relating to prior years	-1.82	-
Deferred Tax	-92.24	164.46
Profit after Tax	11,606.35	4,538.99
Earnings Per Share (?) (Basic)	53.90	21.61
Earnings Per Share (?) (Diluted)	53.84	21.61
Net Fixed Assets	8,618.81	1,995.11
EBITDA Margins (%)	10.72	13.71
PAT Margins (%)	7.12	10.22

Company Performance

During the year under review the Company achieved a turnover of '' 1,62,914.96/- Lakh as against '' 44,395.88/-Lakh during previous year with a remarkable increase of 266.96%.

Your Company has achieved a profit before tax (PBT) of '' 15,638.89 Lakh for the year under review as compared to PBT of '' 6097.94 Lakh for the previous year with an increase of 156% over the previous year.

The Company has reported a profit after tax of '' 11,606.35/- Lakh as against a profit after tax of '' 4,538.99/- Lakh during previous year with an increase of 155.70% over the previous year.

Financial Statements

Financial Statements of your Company, Standalone and Consolidated for the financial year ended March 31,2023, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the 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.

Operations

Highlights of your Company''s operations and state of affairs for the financial year 2022-23 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.

Dividend

Based on the Company''s performance, the Directors of your Company are pleased to recommend a dividend of '' 2.00/- per Equity share (i.e., Rupees Two per share) (20%) of '' 10/- each for the year ended March 31, 2023, subject to the approval of the Members.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 15, 2023 to Tuesday, September 26, 2023

(both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.

Amount Transferred to General Reserve

The Board of Directors has decided to retain the entire amount of profits for financial year 2022-23 under Retained Earnings. Accordingly, the Company has not transferred any amount to the ''Reserves'' for the year ended March 31, 2023.

Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of the Companies Act, 2013 (âAct") read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF 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.

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:

Financial Year	Dividend per Equity Share (?)	Date of Declaration	Due Date for Transfer to IEPF	Amount (?) (Unpaid as on March 31, 2023)
2020-21 (Interim)	1.00	December 29, 2020	March 02, 2028	4,02,086.00
2020-21 (Final)	0.50	September 30, 2021	December 02, 2028	1,52,686.50

Details of unpaid dividend for the aforesaid financial years can be accessed from the website of the Company at http://www.refex.co.in and claim can be made by making a request to the Company.

Details of Nodal Officer

The Company has designated Ms. G Divya, Company Secretary of the Company as Nodal Officer for the purpose of IEPF.

Fixed Deposits

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.

Share Capital and Changes in Capital Structure Authorized Share Capital

As on March 31, 2023, the Authorized Share Capital of your Company stood at '' 40,00,00,000/- (Rupees Forty Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs only) equity shares of face value of '' 10/- (Rupees Ten) each, aggregating to '' 35,00,00,000/- (Rupees Thirty-Five Crores only) and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares (CRPS) of '' 100/- (Rupees Hundred) each, aggregating to '' 5,00,00,000 (Rupees Five Crores only).

Paid-up Share Capital

As on March 31, 2023, the Paid-up Equity Share Capital of your Company stood at '' 22,10,70,240/- (Rupees Twenty-Two Crores Ten Lakhs Seventy Thousand Two Hundred Forty only) comprising of 2,21,07,024 (Rupees Two Crores Twenty-One Lakhs Seven Thousand Twenty-Four only) equity shares of face value of '' 10/- each.

There are no convertible securities issued in the Company, as on the date of this Report. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Changes in Share Capital

During the year, your Company has issued 11,05,000 equity shares of face value of '' 10/- each, for cash consideration of '' 130/- per equity share, including a premium of '' 120/- per equity share (âEquity Shares"), aggregating to '' 14,36,50,000/- (Rupees Fourteen Crore Thirty-Six Lakh Fifty Thousand only) on a preferential basis to Sherisha Technologies Private Limited [CIN: U74999TN2010PTC074345], part of the Promoter Group of the Company.

Employeesâ Long Term Incentive Plan

In terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (âSEBI (SBEB & SE) Regulationsâ) 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, âRefex Employee Stock Option Scheme 2021 (âREFEX ESOP Scheme 2021â) 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.

During the year under review, with the approval of Nomination and Remuneration Committee at their meeting held on September 12, 2022, the Company has granted 7,00,009 stock options to eligible employees of the Company under REFEX ESOP Scheme 2021. Further, from the closure of the Financial Year till the date of this report, at the Nomination and Remuneration Committee meeting held on May 18, 2023, the Company has granted 57,840 Options to the eligible employees.

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 available on the Company''s website http://www.refex.co.in

The Nomination & Remuneration Committee of the Board of Directors, inter-alia, administers and monitors, the Refex Employee Stock Option Scheme 2021 (ESOP 2021), in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [âSEBI (SBEB & SE) Regulationsâ] and other applicable laws. The Company has also obtained a certificate from Secretarial Auditor of the Company, as required under Regulation 13 of the SEBI (SBEB & SE) Regulations, 2021, that the Scheme has been implemented in aforesaid Regulations and in accordance with the resolution of the company in the general meeting.

Subsidiaries, Joint Ventures and Associate Companies

The Company has the following subsidiary as on March 31, 2023:

S. No Name of the Company Category Date of becoming subsidiary

1 Refex Green Wholly owned â¢ RGML was incorporated as a Subsidiary Company

Mobility Limited (RGML) Subsidiary Company of the Company on March 14, 2023.

â¢ On April 17, 2023, RGML has become wholly owned subsidiary of the Company.

Vituza Solar Energy Limited, which was a subsidiary company under the process of Striking off, has been approved and struck off by the MCA and it stands dissolved with effect from September 19, 2022.

Material Subsidiaries

The Company has adopted a ''Policy for determining Material Subsidiaries'' as per requirements 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. Further, the Company has adopted a revised Policy for Determining Material Subsidiaries, in its meeting held on May 06, 2022.

The said policy may be accessed on the website of the Company at https://www.refex.co.in/pdf/Policv-on-Determining-Material-Subsidiarv.pdf.

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 Annexure - A. 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 Subsidiary, are available on the website of the Company http://www.refex.co.in.

Corporate Governance

A Report on Corporate Governance, in terms of Regulation 34 read with Schedule V to the Listing Regulations, along with a Certificate from the Statutory Auditors 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 Discussion and Analysis Report

Directors and Key Managerial Personnel (KMPs)

As on March 31, 2023, your Board comprised of Six (6) Directors, out of which, three are Independent, two are Non-Executive Directors and one is Promoter who is a Chairman-cum-Managing Director.

In accordance with the provisions of Section 152 of the Act, Mr. Dinesh Kumar Agarwal (DIN: 07544757), Director (Non-Executive) of the Company retires by rotation in the ensuing Annual General Meeting (âAGM") and being eligible offers himself for re-appointment. His brief resume and other related information are being given in the Notice convening the 21st 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

During the year, the following changes took place in the Board of the Company:

Ms. Jamuna (DIN: 08009308), Non-Executive Independent Director, and Mr. Shailesh Rajagopalan (DIN: 01855598), Non-Executive Director had tendered their resignation with effect from January 31, 2023 which was taken on record in the Board Meeting held on February 02, 2023.

Pursuant to the recommendation of the Nomination & Remuneration Committee (âNRC") and the Board in its meeting held on February 02, 2023, and subsequent approval by the members of the Company in the Extra-Ordinary General Meeting of the Company held on April 28, 2023, Mr. Krishnan Ramanathan (DIN: 09854815) was appointed as a Non-Executive Independent Director of the Company to hold office for a term of five consecutive years with effect from February 02, 2023 to February 01, 2028.

Further, at the same meeting, Ms. Susmitha Siripurapu (DIN 09850991) was appointed as Non-Executive Non - Independent Director of the Company with effect from February 02, 2023.

Ms. R. Maheshwari (DIN: 06829926) was appointed as an Additional Director (as independent Director) of the Company on March 02, 2023 and the office was vacated upon her demise on March 06, 2023.

Mr. Pillappan Amalanathan (DIN: 08730795), Independent Director, ceased to be a Director with effect from March 27, 2023 upon his tenure coming to an end.

Further, Mr. Sivaramakrishnan Vasudevan (DIN: 02345708) was appointed as a Non-Executive Independent Director for a period of five consecutive years up to March 30, 2028 pursuant to the recommendation of the Nomination & Remuneration Committee (âNRC"), and the Board in its meeting held on March 31, 2023.

Subsequently the approval for the Appointment of the above said three Directors has been obtained from the members of the Company in the Extra-Ordinary General Meeting of the Company held on April 28, 2023.

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 are:

1.	Mr. Anil Jain	Managing Director
2.	Ms. Uthayakumar Lalitha	Chief Financial Officer
3.	Ms. G. Divya	Company Secretary

During the year under review the following changes have taken place:

Mr. S. Gopalakrishnan, Company Secretary and Compliance Officer of the company had resigned with effect from September 29, 2022.

Ms. G Divya has been appointed as Company Secretary and Compliance Officer with effect from September 30, 2022.

Declaration by Independent Directors

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

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

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 - B 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 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.

Remuneration Policy

Pursuant to provisions of Section 178 of the Act and the Listing Regulations, the Nomination and Remuneration Committee (''NRC'') of your Board 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.

The 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 Non-executive Directors and Senior Management Personnel of the Company.

During the year under review, there was no change in the Remuneration Policy.

ThedetailedPolicy is availableon the Company''s website at https://www.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.

Board Meetings

During the financial year 2022-23, the Board met 7 (seven) times i.e., on May 06, 2022, August 05, 2022, September 30, 2022, November 08, 2022, February 02, 2023, March 02, 2023 and March 31, 2023.

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

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 31, 2023 for Financial Year 2022-23, without the presence of 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, to 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 three Independent Directors, namely, Mr. Sivaramakrishnan Vasudevan, Mr. Ramesh Dugar and Mr. Krishnan Ramanathan.

Board Committees

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, 2023, your Board has 04 (four) Committees, namely,

1. Audit Committee,

2. Nomination & Remuneration Committee (NRC);

3. Stakeholders'' Relationship Committee (SRC); and

4. Corporate Social Responsibility (CSR) Committee;

The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees held during Financial Year 2022-23 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.

Composition of Audit Committee

As on March 31, 2023, the Audit Committee of the Board comprises of the following members:

1.	Mr. Ramesh Dugar	Independent Director - Chairperson
2.	Mr. Dinesh Kumar Agarwal	Non-Executive
		Director - Member
3.	Mr. Krishnan Ramanathan	Independent
		Director - Member
4.	Mr. Sivaramakrishnan	Independent
	Vasudevan	Director - Member

All members of the Audit Committee are financially literate and have experience in financial management.

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

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 high 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.

Directorsâ Responsibility Statement

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

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, 2023 and of the profit of the Company for the year ended on March 31, 2023;

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

Particulars of Contracts or Arrangements with Related Parties

Your Company has adopted a âPolicy on Related Party Transactionsâ, 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://www.refex.co.in/pdf/ Policv-on-Related-Partv-Transactions.pdf.

All Related Party Transactions that were entered into during the financial year ended on March 31, 2023 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. In addition to the transactions entered into during the year, the Company had a related party transaction with VS Lignite Power Private Limited which has been considered material as per the materiality threshold adopted by the Board of Directors. The Company has also obtained the approval of Shareholders in the 20th Annual General Meeting of the Company held on September 23, 2022. Details of the transactions with Related Parties are provided in the accompanying Financial Statements under Note no. 37, 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.

In compliance of the provisions of the Companies Act, 2013, the particulars of contracts or arrangements entered by the Company with its related parties are disclosed in Form AOC-2, annexed to this report at Annexure - C.

Auditor and Auditorâs 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. ABCD & Co., Chartered Accountants (ICAI Firm Registration No.: 016415S) were appointed as the Statutory Auditors of the Company at the 20th AGM held on September 23, 2022 for a term of five years till the conclusion of 25th Annual General Meeting of the Company.

Statutory Auditorâs 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 had appointed Mr. R Muthukrishnan, Practicing Company Secretary (FCS 6775 / C P No.: 3033) as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023, in prescribed form MR-3, issued by the Secretarial Auditor, is annexed herewith as Annexure - D 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 Companies Act, 2013, the Board of Directors at their meeting held on September 30, 2022 has appointed M/s STARP & ASSOCIATES, (Cost Accounting Firm FRN: 004143) as Cost Auditors for the Financial Year 2022-23 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 is ratified at the Extra-Ordinary General Meeting held on April 28, 2023. The Company has re-appointed M/s STARP & Associates, (Cost Accounting Firm FRN: 004143) as Cost Auditors for conducting Cost Audit for the Financial Year 2023-24.

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

2023-24. The Company has also received necessary certificate under Section 141 of the Act, 2013 from them conveying their eligibility to act as a 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 2023-24, which is required to be approved and ratified by the Members, at the ensuing AGM as per Section 148(3) of the Act, 2013.

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 2022-23.

The 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 along with the reasons thereof: During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

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

(A) Conservation of energy & Technology absorption:

The Company does not engage in manufacturing activity involving energy intensive processes. However, the Company has taken sufficient steps towards general energy saving techniques and conservation.

Given the Nature of Process employed by the Company, there is no technology absorption involved.

(B) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings = '' NIL Foreign Exchange Outgo = '' 4386.50 Lakhs

Annual Return

The draft Annual Return of the Company as on March 31, 2023, 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://www.refex. co.in/pdf/Form MGT 7%2022-23-RIL.pdf.

Further, the Annual Return (i.e., e-form MGT-7) for Financial Year 2022-23 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: http://www.refex.co.in.

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

Vigil Mechanism / Whistle Blower Policy

The Company, through this Policy, envisages to encourage the Directors and employees of the Company to report to the appropriate authorities any unethical behaviour, 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 Financial Year 2022-23, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Company''s website at the link: https://www.refex.co.in/pdf/Whistle-Blower%20Policv Vigil%20Mechanism.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 Management based, on the internal audit observations gives its comments to the Audit Committee.

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:

1. Mr. Ramesh Dugar	Independent Director - Chairman
2. Mr. Anil Jain	Chairman & Managing Director - Member
3. Mr. Dinesh Kumar Agarwal	Non-Executive Director - Member

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 2022-23, in the format, prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - E.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 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, 11 & 36 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 productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company 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 (âPOSH Act").

The Company 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.

During the period under review, there were no complaints received by the committee.

Internal Committee of the Company has also filed Annual Return for the calendar year 2022 at their 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.

Business Responsibility Report

Listing with Stock Exchanges

The Equity Shares of the Company are listed on the following stock exchanges:

i. The BSE Limited (BSE): No. 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai- 400 001;

ii. The National Stock Exchange of India Limited (NSE): Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai- 400 051.

The Stock Codes allotted by these stock exchanges are as under:

Name	Code
BSE Limited	532884
National Stock Exchange of India Limited	REFEX

The Company has paid the annual listing fee for Financial Year 2023-24 to the BSE Limited and the National Stock Exchange of India Limited.

Depository Systems

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

The ISIN allotted to the equity shares of the Company is INE056I01017.

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

The Central Electricity Regulatory Commission has granted a ''Category - I'' license for inter-State trading in electricity in whole of India and the Company has commenced Power Trading business during the Financial year. Apart from the new addition of business, the Company has not undergone any other change in the nature of the business during financial year 2022-23.

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

Significant Developments

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

Further, during the year, your company has incorporated a new company named M/s Refex Green Mobility Limited which is into the business of using the ever-evolving innovations in technology landscape in order to offer environmentally sustainable services in the urban transportation and energy sectors.

Reporting Principle

Reporting Period

The Financial Information is reported for the period April 01, 2022, to March 31, 2023. Some parts of the Non-Financial Information included in this Board''s Report are provided as of the date of this Report.

Personnel

Acknowledgements

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 Chennai, Government of NCT of Delhi, various State Governments/ Departments/ Authorities, and other stakeholders such as, shareholders, customers, and suppliers, among others. The Directors look forward to their continued support in the future.

The Directors thank ICICI Bank Limited, HDFC Bank Limited and other Banks 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.

For and on behalf of the Board

Anil Jain

Place: Mumbai Chairman & Managing Director

Date: August 03, 2023 DIN: 00181960

Mar 31, 2018

To the Members,

The Directors have great pleasure in presenting the Sixteenth Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31,2018.

FINANCIAL PERFORMANCE

The key financial parameters for the period under review are as follows.

(Rs. In Lakhs)

Description	Standalone Results		Consolidated Result
Description	2017-18	2016-17	2017-18	2016-17
Turnover	7685.83	3771.82	7685.83	3771.82
Other Income	204.12	168.97	204.12	168.97
Total Income	7889.95	3940.79	7889.95	3940.79
Expenditure (other than Tax)	7716.12	3887.47	7716.64	3888.16
Exceptional Items	-	-	-	-
Profit before tax	173.83	53.32	173.31	52.63
Provision for Income Tax	-	-	-	-
Provision for deferred tax	(79.56)	7.01	(79.56)	7.01
Profit after Income Tax	94.27	46.31	93.75	45.62
Earnings Per Share (in Rs.)	0.61	0.30	0.61	0.29

During the year under review the Company achieved a turnover of Rs. 7685.83 Lakhs as against the previous year figure Rs. 3771.82 Lakhs showing an increase in the turnover by 104%. In addition earnings from other income increased by Rs.35.15 Lakhs. As a result the Company made a net profit of Rs. 94.27 Lakhs. Consequently the net worth of the Company increased by the amount of profit made during the year and stands at Rs. 1114.13 Lakhs.

DIVIDEND

In order to conserve the resources of the Company your Board has not recommended any dividend for the year ended under review and has transferred the entire amount of profit to the General Reserves.

COMMITTEES OFTHE BOARD:

The details of the Boardâs Committees - The Audit Committee, The Nomination & Remuneration Committee and The Stakeholdersâ Relationship Committee have been disclosed separately in the Corporate Governance Report which is annexed to and forms part of this Annual Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No material changes and commitments have occurred after the close of the year till the date of this report which affects the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no changes in the nature of business of the Company during the financial year under review. BOARD MEETINGS:

The Board during the Financial Year 2017- 2018 met four times i.e. 26.05.2017, 31.08.2017, 13.12.2017 and 14.02.2018.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per Article 35 of the Articles of Association of the Company, Shri. T. Anil Jain, Director retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board has recommended his re-election. A resolution is proposed for his reappointment in the notice.

The board of Directors at its meeting held on February 14th 2018 appointed Mrs. Jamuna Ravikumar, as an additional director of the company to hold office upto the date of the forth coming AGM of the company. In according with the section 149 and other applicable provisions of the companies act, 2013. Mrs. Jamuna Ravikumar is seeking appointment as independent Director for a term of 3 consecutive years upto the conclusion of 19th AGM to be held in the year 2021 for which a resolution is in place vide SI. No. 3 of the Notice.

The Independent Directors of the Company has submitted a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sectionl 49(6) of the Act and there has been no changes in the circumstances which may affect their status as Independent Director during the year.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. T. Anil Jain , Managing Director, Mrs. Uthayakumar Lalitha, Chief Financial Officer and Mr. Gopalakrishnan Srinivasan, Company Secretary. There has been no change in the Key Managerial Personnel during the year.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from all the Independent Directors i.e., Sri. D. Hem Senthil Raj and Smt. Jamuna Ravikumar under Section 149(7) of the Companies Act, 2013.

The said Independent Directors of the Company meet the criteria of their Independence as laid down under Section 149(6) of the Companies Act, 2013.

DIRECTORâS 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 had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit of the Company for that period;

(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; and

(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.

(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.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the consolidated Financial Statements in addition to the standalone financial statements pursuant to Section 129 (3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

M/s. Vituza Solar Energy Limited continues to be the wholly owned subsidiary of your Company. The necessary AOC -1 as required under Sub Section (3) of Section 129 of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Directorsâ Report as Annexure No 4

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Extract of Annual Return in Form MGT9 is annexed to this Report. (Annexure 1)

AUDITORS

M. Krishnakumar & Associates Chartered Accountant (Membership No 203929) was appointed as statutory auditor of your Company in the AGM held on 26th September 2017 for a term of three consecutive years. As per the provisions of section 133 of the Companies Act 2013 the appointment of Auditors is required to be ratified by members at every AGM.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by the Ministry of Corporate Affairs, the appointment of statutory auditors is not required to be ratified at every AGM.

The notes in the Financial statement referred to in the auditor report are self-explanatory and do not call for any further comments.

The reply to qualification in auditorâs report is given below.

Provisions for Liability towards Gratuity
SI. No Auditors Qualification	Management Reply
The Company is not providing for liability	Provision towards Gratuity for the year
for gratuity as per actuarial valuation,	has not been made and the Board is of
which is not in accordance of the	the Opinion that the same will not
Accounting Standard on Provision for	affect the result of the Company
Gratuity (AS-15) (Refer Note 2 (i) forming	significantly.
part of the Financial Statements)
issued by The Institute of Chartered
Accountants of India and the impact of
which is unascertainable.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. R. Muthukrishnan, (FCS 6775) Practicing Company Secretary, Chennai, to undertake the Secretarial Audit ofthe Company. The Secretarial Audit report is annexed herewith as âAnnexure 2â.

Reply to the observation of Secretarial Auditorâs Report:

1. As regards delayed filing of forms with ROC as required under the Companies Act 2013 the company shall ensure that such delays do not recur.

2. As regard the amount advanced to an entity in which a Director is Interested, the Board is of the opinion that it is in nature of advance for a proposed commercial transaction and shall not fall under the purview of Section 185 of the Act.

3. In view of the aforesaid explanations, the Board is of the opinion that the said amount is in the nature of advances and Section 186 ofthe Companies Act 2013 shall not apply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy & Technology absorption:

The Company does not engage in manufacturing activity involving energy intensive processes. However, the Company has taken sufficient steps towards general energy saving techniques and conservation.

Given the Nature of Process employed by the Company, there is no technology absorption involved.

(B) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings = INR 1,07,32,321 Foreign Exchange Outgo = INR 9,62,80,961

PUBLIC DEPOSITS:

The Company did not invite or accept any deposits from the Public under Sec 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS: NIL

INTERNAL FINANCIAL CONTROLS

The Company has appointed an Internal Auditor, a Chartered Accountant, 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 their comments. Further, the Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism, Material Subsidiary Policy for ensuring the orderly and efficient conduct of its business, for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided 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 Notes 28.1.b under Note to the Standalone Financial Statement).

RISK MANAGEMENT POLICY:

The Company has a Risk Management Committee in place although it is not applicable to it both under the SEBI LODR Regulations 2015 and the Companies Act, 2013. However, the Company has an adequate Risk Management Policy commensurate with its size and operation. Risk Management includes identifying types of risk and its assessment, risk handling, monitoring and reporting.

CORPORATE SOCIAL RESPONSIBILITY POLICY

At Refex, Corporate Social Responsibility has been integral part of the business since itâs inception. Refex believes in making a difference to the lives of millions of people who are under privileged. It promotes Social and Economic inclusion by ensuring that marginalised 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.

During the year the Company has voluntarily made the following contributions as a measure to fulfill the obligations of Corporate Social Responsibility

1. A sum of Rs 3,78,540/- was paid to the Stella Maris college for the purpose of providing financial assistance to few under privileged students of the college in order to pursue their education.

2. A sum of Rs 1,00,000/- was paid to JITO Chennai chapter as Donation for Gujarat & Rajasthan flood relief.

RELATED PARTY TRANSACTIONS:

All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on an armâs length basis and did not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Companyâs Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC 2 is not applicable. However, names of Related Parties and details of transactions with them have been included in Note no. 26.1 .b to the financial statements provided in the Annual Report.

DISCLOSURE ABOUT COST AUDIT:

As per Companies (Cost Records and Audit) Amendments Rules, 2014 dated 31st December, 2014 issued by the Ministry of Corporate Affairs, the Company is not subjected to Cost Audit.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, the Rules framed there under is given in Annexure-3 to the Board Report as well as under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing Women employees within the premises. The Company has in place an Anti-Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act 2013. Internal Complaint Committee has been set up to redress complaints received regularly. There was no complaint received from any Women employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on the following Stock Exchanges:

i. BSE Limited (BSE)

No. 25th Floor, P.J. Towers, Dalai Street, Fort, Mumbai- 400 001.

ii. National Stock Exchange of India Limited (NSE)

Exchange Plaza, BandraKurla Complex, Bandra East, Mumbai- 400 051.

The Stock Codes allotted by these Stock Exchanges are as under:

The Company has paid listing fees to the stock exchanges for the year 2017-18 CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the BSE and NSE along with the Auditorsâ certificate on Compliance with the mandatory provisions on Corporate Governance is given as a separate statement in the Annual Report.

The Managing Director has issued necessary certificate to the Board in terms of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 for the Financial Year ended 31 March 2018.

PERFORMANCE EVALUATION OFTHE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act of 2013 and Regulationl 9 of SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015 (â The Listing Regulation â) the Board has carried out the annual performance evaluation of itâs own performance, the Directors individually as well as the evaluation of various Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors covering the various aspects of the Boardâs functioning such as adequacy of the composition of the Board and the Committees, Boardâs culture execution and performance of such duties , obligations of independence, governance , ethics and values adhering to corporate governance norms , inter personal relationships , attendance and contribution at meetings etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the chairperson ofthe Board who were evaluated on parameters such as participation and contribution , commitment including guidance provided to the senior management outside the Board , and Committee meetings , effective deployment of knowledge and expertise , effective management of relationship with various stake holders independence of behaviour and judgement etc. The Performance evaluations of Independent Directors were carried out by the entire Board. The performance evaluation of the Chairperson and Managing Director was carried out by the independent Directors . The Board reviews the evaluation results as collated by Nomination and Remuneration Committee.

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Director of your Company met once during the year without the presence of NonIndependent Director and the members of the Management. The meeting was conducted in an informal and Flexible manner to unable the Independent Directors to Inter alia discuss matters pertaining to review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking into account the views of the executive and Non- Executive Directors assess the quality, quantity and timeliness of the flow of the information between Company Management and the Board that as necessitated the Board to effectively and reasonably perform their duties.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the BSE and NSE for the year under review is given as a separate statement in the Annual Report.

INSURANCE

The assets of the Company are adequately insured.

INDUSTRIAL RELATIONS

Your Company sâ Industrial relations continues to be harmonious and cordial. ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the excellent support and co - operation extended by all the stakeholders more particularly Bankers, Shareholders, Customers, dealers, regulatory and govt, authorities.

Your Directors also wish to place on record their appreciation of the contribution made by the members of the management team and the employees across all levels for the good work put in, during the year under review.

For and on behalf of the Board

Place: Chennai

Date: 25.05.2018 T. Anil Jain

Managing Director

DIN:00181960

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Twelfth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

The key financial parameters for the period under review are as follows.

(Rs.In Lakhs)

Description 2013-14 2012-13

Turnover 2452.13 1693.23

Other Income 350.11 23.89

Total Income 2802.24 1717.12

Expenditure (other than Tax) 2683.44 2842.72

Exceptional Items 0.85 440.03

Profit before tax 117.94 (1565.63)

Provision for Income Tax - -

Profit after Income Tax 117.94 (1565.63)

EARNING PER SHARE (IN RS.) 0.76 (10.12)

During the year under review the company achieved a turnover of Rs. 2452.13 Lacs as against the previous year''s figure of Rs.1693.23 Lacs showing an improvement of 45% increase. Likewise earnings from other income amounted to Rs.350.11 Lacs as compared to Rs.23.89 Lacs in the previous year. As a result the company made a modest profit of Rs.117.94 Lacs which to some extent reduced the accumulated losses incurred by the company in the earlier years. Consequently net worth of the company increased by the amount of Profit made during the year under review and stands at Rs.137.13 Lacs.

Sale of Property and Settlement of Debt:

During the year your company after receiving the consent of the shareholders through Postal Ballot mode as required under Sec 293(1)(a) of Companies Act, 1956, disposed off its Land, Buildings and some of the Assets situated at one of its plant in Thiruporur, Kanchipuram Dist, TamilNadu. The amount so realized thereon was utilized to settle the dues payable to State Bank of India.

Having discharged the liability owed to the Bank your company is now a largely debt free and operating through its own resources and internal accruals.

Change of Name of the company and addition of an Object to the Main Object Clause of the Memorandum of Association.

Consequent to the significant increase in the Business from generation of Solar Energy since 2011 and taking into account the proposal to engage in the Real Estate Business and property development in the near future, your Directors decided to go in for a change of Name. Accordingly they obtained the consent of the members for

renaming the company as "Refex Industries Ltd" as well as inclusion of a New object relating to Real Estate and property development to the main object Clause through postal ballot during the year. The said change of name was also approved by the Central Government and a fresh certificate of incorporation dated 22nd November 2013 consequent to the change of name has been issued.

Dividend

In order to conserve resources of the company your Board has not recommended any dividend for the year under review.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the BSE and NSE along with the Auditors'' certificate on Compliance with the mandatory provisions on Corporate Governance is annexed to this report.

The Managing Director has issued necessary certificate to the Board in terms of Clause 49 (V) of Listing Agreement with Stock Exchanges for the Financial Year ended 31st March 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the BSE and NSE for the year under review is given as a separate statement in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that

i) In the preparation of the Annual Accounts, the applicable Accounting Standards has been followed;

ii) They 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 at the end of the financial year March 2014 and of the Profit of the company for that year.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the Annual Accounts on a going concern basis.

DIRECTORS

As per Article 35 of the Articles of Association of the company Shri.T. Jagdish jain Director retires by rotation in the forth coming Annual General Meeting and being eligible offers himself for re-appointment. The Board has recommended his re-election. A resolution is proposed for his re-appointment in the notice.

Sri N.D.Trivedi was appointed as an independent director pursuant to the provisions of Claue 49 of the listing agreement entered in the Stock Exchanges on 28.12.2006.

Your Board at its meeting held on 30th June 2014 recommended for approval of the Members the appointment of Sri.N.D.Trivedi as Non- Executive Director of the company. Appropriate resolution seeking your approval of the aforesaid appointment is appearing in the accompanying Notice.

Shri. D. Hem Senthil Raj was appointed by the Board at its meeting held on 11th February 2014 as Additional Non- Executive Director holding Independent Charge of your company with effect from 11th February 2014. By virtue of the provision of Article 34 of the Articles of Association of your company and section 161 of the Companies Act 2013. Shri. D. Hem Senthil Raj will vacate office at the ensuing Annual General Meeting of your company.

Your Board at its meeting held on 30th June 2014 recommended for approval of the Members the appointment of Sri. D. Hem Senthil Raj as Non- Executive Director of the company. Appropriate resolution seeking your approval of the aforesaid appointment is appearing in the accompanying Notice.

Your Directors are of the view that the reappointment of Sri. N.D.Trivedi and Sri. D. Hem Senthil Raj as Independent Directors are in the best interest of the company.

Sri. T. Anil Jain, Managing Director of your company since 01.07.2011 will be completing his term on 30.06.2014. In order to have the benefit of his guidance and wise counsel in conducting the day to day business of the company the board recommends his re-appointment for a further period of three years with effect from 01.07.2014.

In deference to the proposal made by Sri.T.Jagdish Jain, the Board relieved him from the duties and responsibilities associated with the position of Wholetime Director and redesignated him as a Non Executive Director without remuneration W.E.F .1.1.2014.

AUDITORS

The company''s Auditors M/S Bhandari & Keswani who retire at the conclusion of this AGM are eligible for reappointment

As per the provisions of Section 139 of the Act, No listed company can appoint or reappoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. Bhandari & Keswani, Chartered Accountants being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 30th June 2014 proposed the appointment of M/s Bhandari & Keswani, Chartered Accountants as the Statutory Auditors of the company for a period of three years to hold office from the conclusion of this AGM till the conclusion of fifteenth AGM of the company to be held in year 2017 (Subject to ratification of their appointment at every AGM) The said auditor has also given necessary certificate under section 139 of the Act confirming his eligibility for the appointment.

LISTING

Your Company''s Share are Listed in National Stock Exchange of India Ltd and Bombay Stock Exchange Ltd. The Company has paid the Listing fees upto date.

INFORMATION AS PER SEC 217(2)(A) OF THE COMPANIES ACT, 1956

None of the Employees of the company were in receipt of remuneration which in the aggregate exceeded the Limits fixed under Sec 217(2)(A) of the Companies Act 1956

DETAILS IN ACCORDANCE WITH THE REQUIREMENTS OF SEC 217(1)(E) OF THE COMPANIES ACT 1956

The company does not engage in manufacturing activity involving energy intensive processes. However, the company has taken sufficient steps towards general energy saving techniques and conservation.

Given the Nature of Process employed by the company, there is no technology absorption involved.

Foreign Exchange Earnings ....

Foreign Exchange Outgo ....

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the Public under Sec 58Aof the Companies Act 1956.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the excellent support and co-operation extended by all the stake holders more particularly State Bank of India, Share holders, customers, dealers, regulatory and govt. authorities.

Your Directors also wish to place on record their appreciation of the contribution made by the members of the management team and the employees at all levels for the good work put in, during the year under review.

Place: Chennai By Order of the Board

Date : 30.05.2014 T. ANIL JAIN T. JAGDISH JAIN Managing Director Director

Mar 31, 2013

Dear members,

The directors have great pleasure in presenting the Eleventh Annual Report together with the Audited statement of accounts for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

The key financial parameters for the year under review are as follows.

(Rs.ln Lakhs)

DESCRIPTION 2012 - 13 2011 - 12

Turnover 1693.23 4191.54

Other Income 23.89 76.30

Total Income 1717.12 4267.84

Expenditure (Other than tax) 2842.72 6597.49

Exceptional Items 440.03 11.09

Profit before tax (1565.63) (2340.74)

Provision for Income Tax --- ---

Profit after tax (1565.63) (2340.74)

Net Profit / (Loss) (1565.63) (2340.74)

Earnings per share (10.12) (15.13)

During the year, the turnover fell down drastically from Rs.4191.54 lacs in the previous year to Rs. 1693.23 lacs, the decline in sales being 59.60%. Likewise there was a steep reduction in the other income from Rs. 76.30 Lacs to Rs. 23.89 lacs.

The corresponding expenditure amounted to Rs.2842.72 lacs. As a result the company incurred an operating loss of Rs.1125.60 lacs. Besides this the company suffered a huge loss of Rs. 429 lacs on account of sale of fixed Assets. In addition amortization of brand building expenses to the extent of Rs.11 Lacs contributed its share to the overall loss incurred by the Company.

As a consequence the net worth of the company was severely affected and the accumulated losses stand at Rs. 4274.56 Lakhs.

DIVIDEND

In view of the loss incurred by the company the question of payment of Dividend does notarise.

CORPORATE GOVERNANCE

A detailed report on the corporate governance pursuant to Clause 49 of the listing agreement with the BSE and NSE along with the Auditors Certificate on compliance with the Mandatory provisions on corporate governance is annexed to this report.

The Managing Director has issued necessary certificate to the Board in terms of Clause 49 (v) of Listing Agreement with Stock Exchanges for the Financial Year Ended 31st March 2013.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

The Management Discussion and Analysis report pursuant to Clause 49 of the Listing Agreement with the BSE and NSE for the year under review is given as a separate statement in the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors Confirm that

1 .In the preparation of Annual Accounts, the applicable accounting standard has been followed.

2.They have 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 at the end of the financial year March 2013 and of the Loss of the company for that year.

3.They have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4.They have prepared the Annual Accounts on a going concern basis.

DIRECTORS

As per Article 35 of the Articles of Association of the Company Sri. T. Anil Jain retires by rotation in the forth coming Annual general Meeting and being eligible offers himself for reappointment. Necessary resolution is submitted foryour approval.

AUDITORS

The company''s auditors M/s. Bhandari & Keswani Chartered Accountants, Chennai who retire at the conclusion of this Annual General Meeting are eligible for re- appointment. A resolution is proposed for their re- appointment in the Notice.

LISTING

Your Company''s shares are listed in National Stock Exchange Ltd and Bombay Stock Exchange Ltd. The company has paid the Listing fees up to date.

INFORMATION AS PER SECTION 217 (2) (A) OF THE COMPANIES ACT, 1956

None of the employees of the Company are in receipt of remuneration in excess of the limits specified in Section 217 (2) (a)oftheCompaniesAct, 1956.

S. No. Auditors Qualification Managements Reply

1. The Company is not providing for Provision towards Gratuity for the year has not liability for gratuity as per been made and the Board is of the opinion that actuarial valuation, which is in the same will not affect the result of the Contravention of Accounting standard Company significantly. on provision for gratuity (AS-15) (Refer Note 2(i) in notes forming part of Financial statements) issued by The Institute of Chartered Accountants of India and the impact of which is unascertainable

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings Rs. NIL Foreign Exchange Out Go Rs. 131.02 Lacs

DETAILS IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956.

The Company does not engage in manufacturing activity involving energy intensive processes. However, the company has taken sufficient steps towards general energy saving techniques and conservation.

Given the nature of process employed by the company, there is no technology absorption involved.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under section 58 Aof the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the excellent support and co -operation extended by all the stakeholders, more particularly State Bank of India, share holders customers, Dealers, regulatory and govt, authorities.

Your Directors also wish to place on record their appreciation of the contribution made by the members of the management team and the employees at all level, for the good work put in, during the year under review.

Place : Chennai By Order of the Board

Dated : 30-05-2013 T. Anil Jain,

Chairman & Managing Director

Jun 30, 2010

The Directors have great pleasure in presenting the Eighth Annual Report together with the Audited Statement of Accounts for the 15 months period ended June 30, 2010.

FINANCIAL PERFORMANCE

The key financial parameters for the period under review are as follows.

(Rs.In Lakhs)

Description 2009-10 2008-09

Turnover 5164.10 8945.88

Otherlncome 106.15 116.22

Total Income 5270.25 9062.10

Expenditure (other than Tax) 4863.93 8728.53

Profit before tax 406.32 333.57

Provision for Income Tax 62.77 47.83

Profit after Income Tax 343.55 285.74

Provision for Dimunition in value of 1953.43 -

Investment

Deferred Tax 27.02 65.09

Net Profit/(Loss) (1636.90) 220.65

EARNING PER SHARE (IN RS.) (10.58) 1.43

FINANCIAL PERFORMANCE

During the period, the companys turnover fell from Rs.8945.88 Lakhs to Rs.5164.10 Lakhs due to fall in demand of consumer durables and air conditioning equipments.

In spite of this declining trend, the Company made a higher operational profit (before tax) of Rs.406.32 Lakhs as against Rs. 333.57 Lakhs for the earlier year, mainly due to better planning and cost management resulting in increased profits.

However, the Company had to make one time provision towards the losses incurred by its Wholly Owned Subsidiary Company (WOS) M/S Sherisha Technologies (S) Pte Ltd, Singapore. Consequent to the write off of the entire investments made by the said (WOS) in its step down Subsidiary Companies viz Kaltech Engineering ÃÂ£t Refrigeration Pte Ltd and Global Refrigerants (S) Pte Ltd. Singapore. As a result your Company has to bear a net lossofRs 1636.90Lakhs. .

Although the loss arising out of disposal of such investment primarily pertain to the books of WOS, the Company has also recognized the loss by writing off its investment in the WOS to a substantial extent .Accordingly the provision for diminution in value of Investment has been made in the books of your Company at Rs. 1953.43 Lakhs, dealt more clearly in the notes on accounts forming part of schedules to the financial statements.

Due to this one time provisioning, the Company had to report a net loss of Rs. 1636.90 Lakhs for the financial period under consideration.

DIVIDEND

The Board of Directors have very carefully considered the present industry position vis a vis the Companys fund requirement for future growth. The Board after taking into account the present recessionary trend in the economy and the possibilities of recessionary factors continuing into the major portion of next financial 2010-11 also, have not recommended any dividend for this fiscal period.

The Board hopes that with recessionary trends weaning away in the next financial year, the Company would be in a position to record better growth in the years to come and endeavor to reward the shareholder.

EXTENSION OF FINANCIAL YEAR

Your Company had extended its financial year 2009-10 by three months so as to close on 30"1 June 2010. Accordingly the accounts of the Company reflect transactions for a period of fifteen months with effect from 1 April 2009. The said extension is also line with the relevant provisions of the Companies Act 1956, which permits a Company to have fifteen months period in a financial year.

CURRENT INDUSTRY AND FUTURE OUTLOOK

During the period, your Companys sales had fallen drastically due to the fall in demand in Consumer durable and Air-Conditioning Industry. In spite of tough competition from the industry your Company has been steadily trying to maintain its market share. Your companys new product Refrigerant Gas in small cans have become a big hit in the market and have started supplementing the Cylinder sales. In few years time these Cans would reduce Marketing cost in Refrigerant gases by reducing the investment on cylinders and freight for movement of cylinders to and fro. Though your Company has tied up with many OEMs for supply of Refrigerant gases, your Company will be concentrating more on after Sales, Trade and Service Markets as the margins in this sector is much higher than the OEMs. Refex has become a brand which speaks of its quality in the Industry. Your Company has been successful in its endeavor to make Refrigerant gases a consumer product. Your Company with a state of the art refilling facility have earned a name with international manufacturers across the globe to market their products. In the current period the company has tied up with Daiken Arkema Refrigerants Asia Limited for exclusively marketing their specialty Refrigerant gases in India. This will increase the sale of speciality Refrigerants in the newer markets.

With rupee getting stronger the margins for the next season looks better. With Auto Consumer Durables, Cold storage, Refrigerated transportation etc looking up, the demand for your Companies product is set to go up. Your Company plans to increase its domestic market share of the HFC Brand Refrigerant in the next Two years, by continuously introducing new packing and products to cater to different segments. By following this line of approach your Company will contribute immensely to the non-ozone depleting products to the community at large.

During the financial period, the Company, secured members consent by way of postal ballot for amending the Memorandum of Association by inclusion of energy ventures as one of the Main objects, apart from its existing objects.

Your Company has been one of the first few to be awarded a project to set up a 5Mwp Solar Power plant under the Jawaharlal Nehru National Solar Mission (JNNSM) by NTPC Vidyut Vyapar Nigam Limited (NVVN). Your Company has already signed an MOU for the same on 24th July 2010 and the plant will be installed and commissioned within a period of 15 months. This is another endeavor by the Company to produce green energy and create a safer environment for our future generation.

SUBSIDARY COMPANIES

During the financial period your Company further acquired 25,66,968 Equity shares of its Wholly Owned Subsidiary M/S Sherisha Technologies (S) Pte Limited, Singapore. The said WOS in the very same period has completely disposed of its investment in its two step-down subsidiaries viz Kaltech Engineering and Refrigeration Pte Limited, Singapore and Global Refrigerants (S) Pte Limited, Singapore. Accordingly these two Companies cease to be the Subsidiary Companies of your Company as at the end of financial period under consideration.

The audited financial statements of the WOS namely, Sherisha Technologies (S) Pte Ltd, has been appended to this annual report as required under the Companies Act, 1956 and along with the statement under Section 212 of the Companies Act.

However, since the investments made by Sherisha Technologies (S) Pte Ltd, Singapore are not proposed to be held on a long term basis, the Board is of the opinion that in terms of Para 11 of Accounting Standard 21 (AS 21) issued by Institute of Chartered Accountants of India, the financial statement of the said Subsidiary Company, have to be excluded from Consolidation of Accounts and hence no consolidated financial statements in terms of AS-21 have been prepared.

CORPORATE GOVERNANCE

A detailed Report on the Corporate Governance pursuant to Clause 49 of the Listing Agreement with the BSE and NSE along with the Auditors Certificate on Compliance with the mandatory provisions on Corporate Governance is annexed to this Report.

The Managing Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terns of Clause 49(v) of Listing Agreement with Stock Exchanges for the financial period ended 30" June 2010.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the BSE 6 NSC for the period under review is given as a separate statement in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that

I. In the preparation of the Annual Accounts, the applicable Accounting Standards has been followed,

II. They have 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 at the end of the Financial Period and of the Loss of the Company for that period.

III. They have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. They have prepared the Annual Accounts on a going concern basis.

DIRECTORS

During the period under review, Shri Anil K Dhar resigned from the Board citing personal reasons. The Board expresses its sincere appreciation and gratitude to the outgoing Director for his valuable assistance and advice rendered by him during the tenure of his association with the Board.

Apart from this, Shri T Jagdish Jain and Ms Abinandhna Papi Setty, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. Necessary resolutions are submitted for your approval.

AUDITORS

The Companys auditors M/s. Bhandari & Keswani, Chartered Accountants, Chennai who retire at the conclusion of this Annual General Meeting are eligible for re-appointment. A resolution is proposed for their reappointment in the Notice.

As regards qualification of auditors in their report dated 30th June 2010, regarding non compliance with AS 21 (Accounting Standard on Consolidation of financial statement of subsidiaries) the reasons for non furnishing of consolidated financial statement is already given in the para relating to Subsidiary Companies, above.

LISTING

During the financial period, the Companys shares were listed in National Stock Exchange of India Ltd, Mumbai apart from its initial listing with Bombay Stock Exchange Ltd. Mumbai The Company has paid the listing fees up to date.

INFORMATION AS PER SECTION 217(2)(a) OF THE COMPANIES ACT 1956:

None of the employees of the Company are in receipt of remuneration in excess of the limits specified in Section 217(2) (a) of the Companies Act, 1956.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

FOREIGN EXCHANGE EARNINGS Rs. 46,96, 382/-

FOREIGN EXCHANGE OUTGO Rs. 17,95,600/-

TOWARDS DIVIDEND Rs. 14,400/-

DETAILS IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 217 (1)(e) OF THE COMPANIES ACT 1956:

The Company does not engage in any manufacturing activity involving energy intensive processes. However, the company has taken sufficient steps towards general energy saving techniques and conservation.

Given the nature of process employed by the company, there is no technology absorption involved.

PUBLIC DEPOSITS

The Company did not invite or accept any Deposits from the Public under Section 58A of the Companies Act, 1956.

ACKNOWLEDGMENT

Your Directors gratefully acknowledge the excellent support and co-operation extended by all the stake holders, more particularly, State Bank of India, Shareholders, Customers, Dealers, Bankers, regulatory and Govt. Authorities.

Your Directors also place on record their appreciation for the contributions of the members of the Management Team and all Employees in achieving an Impressive performance, during the period under review.

Place: Chennai By Order of the Board

Dated: 28.08.2010 A.TARACHAND JAIN

CHAIRMAN

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