Shareholders meeting

July 03, 2026 BSE Limited Na(cid:415)onal Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C-1, G Block, Dalal Street, Fort, Mumbai – 400001 Bandra-Kurla Complex, Bandra(E), Mumbai – 400051 Scrip Code: 532884 Symbol: REFEX Dear Sir/Madam, Sub: No(cid:415)ce convening the mee(cid:415)ng of the Equity Shareholders of Refex Industries Limited with respect to the composite scheme of Amalgama(cid:415)on and Arrangement amongst Refex Geen Mobility Limited (‘Transferor Company’) and Refex Industries Limited (‘Transferee Company/ Demerged Company’) and Refex Mobility Limited (‘Resul(cid:415)ng Company’) and their respec(cid:415)ve shareholders and creditors (‘Scheme’) under Sec(cid:415)ons 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules and/or regula(cid:415)ons framed thereunder Ref: Disclosure under Regula(cid:415)on 30 of the Securi(cid:415)es and Exchange Board of India (Lis(cid:415)ng Obliga(cid:415)ons and Disclosure Requirements) Regula(cid:415)ons, 2015 (“SEBI Lis(cid:415)ng Regula(cid:415)ons”) This is with reference to our earlier in(cid:415)ma(cid:415)on dated June 24, 2026, regarding the pronouncement of Order by the Hon’ble Na(cid:415)onal Company Law Tribunal, Chennai Bench (‘Hon’ble NCLT’), for convening of the respec(cid:415)ve mee(cid:415)ngs of the (a) Equity Shareholders; (b) Secured Creditors and (c) Unsecured Creditors of Refex Industries Limited on August 05, 2026, for the purpose of considering and, if thought fit, approving with or without modifica(cid:415)on(s) the amalgama(cid:415)on and arrangement embodied in the Scheme. Pursuant to the said order, we wish to inform you that, as per the direc(cid:415)ons of the Hon’ble NCLT, the mee(cid:415)ng of the Equity shareholders of Refex Industries Limited is scheduled to be held on Wednesday, August 05, 2026 at 11:00 A.M. (IST), through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’). The No(cid:415)ce convening the aforesaid mee(cid:415)ng of the Equity Shareholders of Refex Industries Limited, together with the Explanatory Statement pursuant to the provisions of Sec(cid:415)ons 102, 230, 232 and other applicable provisions of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgama(cid:415)ons) Rules, 2016, the SEBI (Lis(cid:415)ng Obliga(cid:415)ons and Disclosure Requirements) Regula(cid:415)ons, 2015, and other applicable circulars issued by SEBI, read with the Observa(cid:415)on Le(cid:425)ers issued by the Stock Exchanges, is enclosed herewith. Key Informa(cid:415)on pertaining to the Mee(cid:415)ng: Par(cid:415)culars Details Date and (cid:415)me of the mee(cid:415)ng Wednesday, August 05, 2026 at 11.00 AM (IST) Mode Video-Conference/ Other Audio-Visual Means Cut-off date for Remote E-Vo(cid:415)ng/ E-Vo(cid:415)ng and a(cid:425)ending the Friday, July 31, 2026 Mee(cid:415)ng E-vo(cid:415)ng start (cid:415)me and date Sunday, August 02, 2026 at 09:00 AM (IST) E-vo(cid:415)ng end (cid:415)me and date Tuesday, August 04, 2026 at 05:00 PM (IST) Further this is to inform you that, the Company had engaged the services of Central Depository Services Limited (“CDSL”) for facilita(cid:415)ng the E-Vo(cid:415)ng Process. The no(cid:415)ce is being sent through electronic mode to those equity shareholders whose email addresses are registered with the Company/ Registrar and Transfer Agent / Depositories / Depository Par(cid:415)cipants as on Friday, June 26, 2026 (“Cut-off date for sending no(cid:415)ce”). Only those equity shareholders whose names appear on the Register of Members / Register of Beneficial Owners maintained by the Depositories as on Friday, July 31, 2026 has been fixed as the Cut-Off date for purpose of e-vo(cid:415)ng / a(cid:425)ending the mee(cid:415)ng. Equity Shareholders who have not updated their email addresses as aforesaid, thereby not being in receipt of the No(cid:415)ce, are requested to update their email addresses with their respec(cid:415)ve depository par(cid:415)cipants / RTA. Furthermore, equity shareholders are requested to carefully read the detailed instruc(cid:415)ons on vo(cid:415)ng either through CDSL’s e-vo(cid:415)ng facility. This No(cid:415)ce along with Explanatory Statement and annexures thereto, are hosted on the Company’s website at h(cid:425)ps://refex.co.in/investors/scheme-of-amalgama(cid:415)on-arrangement . We request you to kindly take the above on record. Yours Sincerely For and on behalf of Refex Industries Limited Ankit Poddar Company Secretary & Compliance Officer Membership No: A-25443 Refex Industries Limited Registered Office: 2nd Floor, Refex Towers, Sterling Road Signal, 313, Valluvar Kottam High Road, Nungambakkam, Chennai – 600 034, Tamil Nadu, India Tel: +91 44 43405900 | Website: www.refex.co.in | E-mail: cscompliance@refex.co.in (CIN: L45200TN2002PLC049601) NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF REFEX INDUSTRIES LIMITED (PURSUANT TO THE ORDER DATED JUNE 18, 2026, OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH): MEETING DETAILS Day Wednesday Date August 5, 2026 Time 11:00 A.M Mode of Meeting Through Video Conferencing / Other Audio Visual (“VC/OAVM”) Cut-off date for e-voting Friday, July 31, 2026 Remote e-voting start date and Sunday, August 02, 2026 at 9.00 A.M. (I.S.T) time Remote e-voting end date and Tuesday, August 04, 2026 at 5.00 P.M (I.S.T) time S.No Contents 1. Notice convening meeting of the equity shareholders of Refex Industries Limited (“RIL”/ “the Company”) under Section(s) 230 to 232 of the Companies Act, 2013 (“the Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) (“Notice”) 2. Explanatory Statement in terms of Sections 230 to 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the CAA Rules, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with applicable circulars issued by Securities Exchange Board of India (“SEBI”) 3. Composite Scheme of Amalgamation and Arrangement amongst Refex Green Mobility Limited (“RGML” or ”Transferor Company”) and Refex Industries Limited (“RIL” or “Transferee Company” or “Demerged Company”) and Refex Mobility Limited (“RML” or “Resulting Company”) and their respective shareholders and creditors ("the Scheme"), pursuant to the provisions of sections 230 to 232 other applicable provisions of the Act as Annexure 1 4. Audited Financial Statements of RGML/Transferor for the financial year ended March 31, 2026 enclosed as Annexure 2 5. Audited Financial Statements of RIL for the financial year ended March 31, 2026 enclosed as Annexure 3 6. Audited Financial Statements of RML from the date of its incorporation, i.e., September 12, 2025, up to March 31, 2026 by Statutory Auditor of RML enclosed as Annexure 4 7. Report of the Board of Directors of RGML dated September 22, 2025, enclosed as Annexure 5A 8. Report of the Board of Directors of RIL dated September 22, 2025, enclosed as Annexure 5B 9. Report of the Board of Directors of RML dated September 22, 2025, enclosed as Annexure 5C 10. Share entitlement ratio report dated September 22, 2025, issued by, M/s. SSPA & Co., Chartered Accountants Registered Valuer (with IBBI Registration No. IBBI/RV-E/06/2020/126), enclosed as Annexure 6 11. Fairness opinion dated September 22, 2025, issued by M/s Kroll Advisory Private Limited, an Independent Merchant Banker (SEBI Registration No. INM000012315), enclosed as Annexure 7 S.No Contents 12. Certificate dated September 22, 2025, issued by A B C D & Co. LLP, Chartered Accountants (Firm Registration No. 016415S), the Statutory Auditors of RGML, certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act and applicable rules thereunder, enclosed as Annexure 8A. 13. Certific [Showing first 8,000 characters — download PDF for full document]