Refex Industries Limited — Capital/Financing Update 2024

Aug 5, 2024

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August 05, 2024

The BSE Ltd. 1stFloor, New Trading Wing, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400001 Scrip Code: 532884		The National Stock Exchange of India Ltd. Exchange Plaza, 5thFloor, C – 1, Block G Bandra – Kurla Complex, Bandra (E) Mumbai – 400051 Symbol: REFEX

Sub.: Monitoring Agency Report for the Quarter ended June 30, 2024

Ref.: Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 162A (4) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

Dear Sir/Ma’am,

Pursuant to Regulation 162A (4) of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements), 2015, we are enclosing herewith Monitoring Agency Report issued by CARE Ratings Limited, Monitoring Agency, for the quarter ended June 30, 2024 in respect of utilisation of funds raised pursuant to the issue of equity shares and warrants on preferential basis.

The report is also placed on the Company’s website at www.refex.co.in.

Kindly take the same on records.

Thanking you. Yours faithfully,

For Refex Industries Limited

ANKIT Digitally signed by ANKIT PODDAR PODDAR Date: 2024.08.05 18:52:20 +05'30'

Ankit Poddar

Company Secretary & Compliance Officer ACS – 25443

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No. CARE/CRO/RL/2024-25/1159

The Board of Directors

Refex Industries Limited

2[nd] floor, No. 313 Refex Towers, Sterling Road, Valluvar Kottam High Road, Nungambakkam, Chennai, Tamil Nadu- 600034

August 05, 2024

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended June 30,2024 - in relation to the Preferential Issue of Refex

Industries Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Preferential Issue of 50,00,000 equity shares and preferential issue of 1,25,75,000 warrants which are convertible into equivalent number of equity shares of face value of Rs. 2 each for the amount aggregating to Rs.62.50 crores and Rs. 157.19 crores respectively, of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended June 30,2024 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated March 26,2024.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Ratheesh Kumar Associate Director Ratheesh.Kumar@careedge.in

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Report of the Monitoring Agency

Name of the issuer: Refex Industries Limited For quarter ended: June 30,2024 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Not applicable (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature:

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Name and designation of the Authorized Signatory: Ratheesh Kumar Designation of Authorized person/Signing Authority: Associate Director

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1) Issuer Details:

Name of the issuer Name of the promoter Industry/sector to which it belongs

: Refex Industries Limited : M/s Sherisha Technologies Private Ltd : Industrial Gases

2) Issue Details

Issue Period : March 27,2024 to April 11,2024 Type of issue (public/rights) : Preferential issue Type of specified securities : Equity Shares and warrants IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 220 crores

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Notice of EGM?	Yes	Chartered Account Certificate* Bank statements	There is no separate monitoring agency accounts, proceeds from share subscription account is routed to HDFC cash credit account and utilized from there.	No comments
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Notice of EGM?	Not applicable	Not applicable	Not applicable	No comments
Whether the means of finance for the disclosed objects of the issue have changed?	No	Not applicable	Not applicable	No comments
Is there any major deviation observed over the earlier monitoringagencyreports?	No	Not applicable	Not applicable	No comments
Whether all Government/statutory approvals related to the object(s)have been obtained?	Not applicable	Not applicable	Not applicable	No comments
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	Not applicable	Not applicable	Not applicable	No comments
Are there any favorable/unfavorable events affecting the viabilityof these object(s)?	No	Not applicable	Not applicable	No comments
Is there any other relevant information that may materially affect the decision makingof the investors?	No	Not applicable	Not applicable	No comments

*Chartered Accountant certificate from A B C D & Co., Dated August 01,2024

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Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i) Cost of objects –

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Original cost (as per the Notice of EGM) in Rs. Crore	Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason for cost revision	Proposed financing option	Particulars of - firm arrangements made
1	Working Capital	Notice of EGM, Chartered Accountant certificate#, Bank statement	96	Nil	Nil	No comments	No comments	No comments
2	Capital Expenditure	Notice of EGM, Chartered Accountant certificate, Bank statement	20	Nil	Nil	No comments	No comments	No comments
3	Investment in subsidiaries	Notice of EGM, Chartered Accountant certificate, Bank statement	50	Nil	Nil	No comments	No comments	No comments
4	General Corporate Purpose	Notice of EGM, Chartered Accountant certificate, Bank statement	54	Nil	Nil	No comments	No comments	No comments
Total			220

Chartered Accountant certificate from A B C D & Co., Dated August 01,2024

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(ii) Progress in the objects –

Sr. No		Source of information / certifications		Amount						Comments of the Board of Directors	Comments of the Board of Directors
			Amount	received during January 2024 to June 2024 in Rs. Crore	Amount utilised in Rs. Crore			Total	Comments of the Monitoring Agency
			as		As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore	At the end of the quarter in Rs. Crore			Reasons for idle funds	Proposed course of action
	Item	considered by	proposed					unutilised
	Head	Monitoring	in Notice					amount in
		Agency for preparation of report	of EGM in					Rs. crore
			Rs. Crore^
1	Working Capital	Notice of EGM, Chartered Accountant certificate#, Bank statement	96	101.80	0.00	64.28	64.28	0.00	There is no separate monitoring agency account for the preferential issue and issues proceeds are transferred to CC account with HDFC Bank and utilized Rs 64.28 crores from the CC account towards vendor payments as evidenced from the HDFC Bank statements.	No comments	No comments
2	Capital Expenditure	Notice of EGM, Chartered Accountant certificate#	20		0.00	0.00	0.00	0.00	--	No comments	No comments
3	Investment in subsidiaries	Notice of EGM, Chartered Accountant certificate#, Bank statement	50		0.00	9.91	9.91	0.00	There is no separate monitoring agency account for the preferential issue and issues proceeds are transferred to CC account with HDFC Bank. The company has transferred amount of Rs.9.91 crores from the HDFC CC account to Refex Green Mobility Limited (Subsidiary) as evidenced from the HDFC Bank statements.	No comments	No comments

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Sr. No		Source of information / certifications		Amount						Comments of the Board of Directors	Comments of the Board of Directors
			Amount	received during January 2024 to June 2024 in Rs. Crore	Amount utilised in Rs. Crore			Total	Comments of the Monitoring Agency
			as		As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore	At the end of the quarter in Rs. Crore			Reasons for idle funds	Proposed course of action
	Item	considered by	proposed					unutilised
	Head	Monitoring	in Notice					amount in
		Agency for preparation of report	of EGM in					Rs. crore
			Rs. Crore^
4	General Corporate Purpose	Notice of EGM, Chartered Accountant certificate#, Bank statement	54		27.61	0.00**	27.61	0.00	Management utilization certificate and CA certificate represented the payment of Rs 1080/- from the HDFC CC account towards payment of rates and taxes under GCP.	No comments	No comments
Total			220*	101.80	27.61	74.19	101.80	0.00

Note- During Q4FY24 the company transferred Rs 30 crores to HDFC CC account out of which company had utilized Rs 27.61 crores and parked Rs 2.39 crores for further utilization. In April 2024 the company has transferred Rs.71.80 crores from Share subscription accounts to CC account, thereby, total value of net proceeds available in HDFC CC account for utilization in Q1FY25 is Rs 74.19 crores

*The amount is rounded off to nearest crores

**Rs.1080 is rounded as 0.00

# Chartered Accountant certificate from A B C D & Co., Dated August 01,2024

^ The company has received 100% of the amount under preferential issue of 50,00,000 equity shares aggregating to Rs.62.50 crores. The company has received 25% of the total issue of warrants amounting to Rs.39.30 crore (Out of Rs.157.19 crore). The balance will be received at the time of conversion of the warrants into equity shares i.e., 75% of the consideration within 18 months from the date of allotments of warrants.

(iii) Deployment of unutilized proceeds*:

Sr. No.	Type of instrument and name of the entity invested in	Amount invested (in Rs. crores)	Maturity date	Earning	Return on Investment (%)	Market Value as at the end of quarter
-	-	-	-	-	-	-

*Not applicable, since the company has utilized all the funds received between January 2024 to June 2024.

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(iv) Delay in implementation of the object(s) –

	Completion Date	Completion Date	Delay (no. of	Comments of the Board of Directors	Comments of the Board of Directors
Objects	Asper the offer document	Actual	days/ months)	Reason of delay	Proposed course of action
Working capital	Within two years from the date of receipt of funds	Ongoing	No delay	No comments	No comments
Capital expenditure	Within two years from the date of receipt of funds	Ongoing	No delay	No comments	No comments
Investment in subsidiaries	Within two years from the date of receipt of funds	Ongoing	No delay	No comments	No comments
General corporate purpose	Within two years from the date of receipt of funds	Ongoing	No delay	No comments	No comments

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

			Source of information / certifications
		Amount
Sr. No	Item Head^		considered by Monitoring Agency for	Comments of Monitoring Agency	Comments of the Board of Directors
		in Rs. Crore
			preparation of report
1	Rates & Taxes	0.00*	Chartered Accountant certificate#, Bank Statements.	--	No comments
	Total

*Rs.1080 is rounded as 0.00

# Chartered Accountant certificate from A B C D & Co., Dated August 01,2024

^ Section from the offer document related to GCP:

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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