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Refex Industries Limited AGM Information 2025

Jul 18, 2025

59267_rns_2025-07-18_47ebc73b-580c-4612-a7d2-04ff46efab34.pdf

AGM Information

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July 18, 2025

BSE Limited
New Trading Wing, Rotunda Building,
Phiroze Jeejeebhoy Towers, Dalal Street, Fort,
Mumbai – 400001, Maharashtra, India
Security Code: 532884
National Stock Exchange of India Ltd
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051, Maharashtra, India
Symbol: REFEX

Ref.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and read with SEBI Master Circular dated November 11, 2024 (“SEBI Listing Regulations”).

Subject: Summary of the proceedings of 23[rd] Annual General Meeting of Refex Industries Limited (“Company”) held on Friday, July 18, 2025 at 11:30 A.M. (IST) through Video Conferencing.

Dear Sir/ Ma’am,

We wish to inform that the 23[rd] Annual General Meeting (“ AGM ”) of the Company was held today, i.e., on Friday, July 18, 2025 through Video Conferencing (“ VC ”) to transact the businesses as stated in the Notice of the 23[rd] AGM dated June 19, 2025.

As required under Regulation 30 read with Part A of Schedule III to the SEBI Listing Regulations, we are enclosing herewith the Summary of proceedings of the 23[rd] AGM, as Annexure-A .

You are requested to kindly take the above information on your records.

Yours faithfully,

For & on behalf of Refex Industries Limited

Digitally signed by ANKIT ANKIT PODDAR PODDAR Date: 2025.07.18 16:58:40 +05'30'

______ Ankit Poddar

Company Secretary & Compliance Officer Membership No. ACS-25443

Encl.: as above

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Annexure-A

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Summary of proceedings of the 23[rd] Annual General Meeting (‘AGM’/ ‘Meeting’) of the Members of Refex Industries Limited

The 23[rd] Annual General Meeting (“ AGM” ) of the Members of Refex Industries Limited ( “Company” ) was held today i.e. Friday, July 18, 2025 at 11:30 A.M. (IST) through Video-Conferencing (“ VC ”)/ Other Audio-Visual Means (“ OAVM ”) to transact the businesses as mentioned in the Notice of the AGM dated June 19, 2025 (“ AGM Notice ”). The meeting was held in compliance with relevant Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India in this regard.

Mr. Ankit Poddar, Company Secretary & Compliance officer welcomed the Members to the AGM and briefed them on details relating to their participation at the Meeting through VC.

Mr. Anil Jain, Chairman and Managing Director of the Company, chaired the meeting. The Chairman welcomed the Members to the AGM and on requisite quorum being present, called the meeting to order. He requested the co-panelists present to introduce themselves in the 23[rd] AGM.

Officers/ Panelists/ Attendees:

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S. No. Name of Director Designation Committee Position
1 Mr. Anil Jain Chairman & Nomination & Remuneration Committee- Member
Managing Director Corporate Social Responsibility Committee- Member
2 Mr. Dinesh Kumar Whole-time Risk Management Committee - Chairman
Agarwal Director & CFO Audit Committee- Member
Stakeholders’ Relationship Committee- Member
Corporate Social Responsibility Committee- Member
3 Dr. Vineet Kothari Independent --
Director
4 Mr. Ramesh Dugar Independent Audit Committee- Chairman
Director Nomination & Remuneration Committee- Chairman
5 Mr. Sivaramakrishnan Independent Corporate Social Responsibility Committee-
Vasudevan Director Chairman
Audit Committee- Member
Nomination & Remuneration Committee- Member
Risk Management Committee - Member
6 Ms. Susmitha Siripurapu Non-Executive Stakeholders’ Relationship Committee- Member
Director Risk Management Committee - Member
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Auditors Representatives/ Scrutinizer:

Sr. No.
Name of Invitees
Sr. No.
Name of Invitees
Category Name of Firm
1 Mr. Vinay Kumar Bachhawat Statutory Auditor Partner of M/s A B C D & Co LLP, Chartered
Accountants
2 Mr. R. Muthu Krishnan Secretarial Auditor Proprietorship Firm
3 Ms. Lakshmi Cost Auditor Partner of M/s STARP & Associates
4 Ms. Mehak Gupta Scrutinizer
(e-Voting of 23rdAGM)
Mehak Gupta & Associates, Company
Secretaries

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The Company Secretary informed that Ms. Latha Venkatesh, Independent Director and Chairperson of Stakeholders Relationship Committee could not attend this meeting due to her pre-occupation and has authorized Mr. Dinesh Kumar Agarwal, member of SRC Committee to represent on her behalf and address the queries of shareholders.

The Chairman then addressed the Members on the operational and financial performance of the Company during FY25 and future growth/ strategic plans of the Company.

With the consent of the Members present, the Notice convening the 23[rd] AGM and the Auditor's Report (on standalone & consolidated statements) for the financial year ended on March 31, 2025 were taken as read. The Members were informed that there were no qualifications, observations or adverse remarks in the Report of the Statutory Auditors and the Secretarial Auditor.

The following businesses were then transacted at the meeting:

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Sr. No. Resolutions Description Type of Resolution
Ordinary Business
1 Adoption of Audited Financial Statements of the Company for the Ordinary Resolution
financial year ended March 31, 2025 and reports of the Board of
Directors and Auditors thereon
2 Adoption of Audited Consolidated Financial Statements of the Ordinary Resolution
Company for the financial year ended March 31, 2025 and reports of
the Auditors thereon
3 Re-appointment of Ms. Sushmitha Siripurapu (DIN: 09850991), who Ordinary Resolution
retires by rotation and being eligible, offers herself for re-appointment,
as a director liable to retire by rotation
Special Business
4 Ratification of remuneration of Cost Auditor for the financial year Ordinary Resolution
2025-26
5 Appointment of M/s A. Mohan Kumar & Associates, a Practicing Ordinary Resolution
Company Secretary firm as Secretarial Auditor of the Company
6 Increase in Authorized Share Capital and consequent alteration to the Ordinary Resolution
Capital Clause of Memorandum of Association of the Company
7 Appointment of Dr. Vineet Kothari (DIN: 10070816) as an Independent Special Resolution
Director of the Company for the first term
8 Granting of loan(s) and advance(s) to Venwind Refex Power Limited, a Special Resolution
subsidiary company, as per Section 185 of the Companies Act, 2013
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The Company Secretary then informed the Members that the Board of Directors has appointed Ms. Mehak Gupta, Practicing Company Secretary, as Scrutinizer to scrutinize the remote e-voting process and e-voting at the AGM in a fair and transparent manner.

The Company Secretary mentioned that the results of e-voting shall be announced within two working days of conclusion of the Meeting. The results of e-voting along with the consolidated scrutinizer’s report will be submitted to the Stock Exchanges, i.e., NSE and BSE and will also be placed on the website of the Company and National Securities Depository Limited (“ NSDL ”).

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The Company Secretary, thereafter, invited the Members who have registered as speaker shareholders to express their views and / or ask questions or queries, if any, pertaining to the business of the Company. After giving sufficient time to all Members who wished to speak, Mr. Anil Jain, Chairman & Managing Director, Mr. Dinesh Kumar Agarwal, Whole-time Director & CFO and other officers, responded on the queries raised by the speaker shareholders.

The Company Secretary then informed that the Members who participated in the AGM and had not cast their votes electronically in advance during e-Voting period were provided an opportunity to cast their votes at the Meeting, which remained open for 15 minutes after the conclusion of the Meeting.

Thanking the Members for participating in the Meeting, the 23[rd] AGM of Refex Industries Limited concluded at 12:36 p.m. IST ( including the time allowed for e-voting ).

Thanking you. Yours faithfully.

For & on behalf of Refex Industries Limited

ANKIT PODDAR

Digitally signed by ANKIT PODDAR Date: 2025.07.18 16:58:05 +05'30'

___

Ankit Poddar

Company Secretary & Compliance Officer Membership No. ACS-25443