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:

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 (“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:

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 (“Equity 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.

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 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 [“SEBI (SBEB & SE) Regulations”] 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 • RGML was incorporated as a Subsidiary Company

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

• 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

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.

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

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, 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 (“AGM") 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 (“NRC") 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 (“NRC"), 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:

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 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 the Listing Regulations under Regulation 16(1)(b).

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 http://www.refex.co.in.

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 - 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:

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.

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

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://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 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 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 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 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

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:

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 Company’s Operations in future

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. 31.

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 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 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, 2023, 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, 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

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:

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 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 (“POSH 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.

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.

Business Responsibility 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. 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:

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

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 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

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.

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

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 and the Secretarial Standards.

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

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 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