Refex Renewables & Infrastructure Ltd

Promoter-to-public reclassification and related approvals

• Board approves reclassification of APCAPL from Promoter to Public under Regulation 31A LODR.
• Inter-se transfer Aug 14, 2026: 13,91,869 shares (30.94%) to Refex Holding Private Limited.
• Post-transfer, APCAPL holds zero equity; Refex Holding retains 74.87% (33,67,425 shares) as promoter.
• Reclassification complies with Regulation 31A(3)(b)(i)-(vii) and 31A(4) obligations.
• Company remains compliant with minimum public shareholding under Regulation 38 after reclassification.
• No shareholders’ approval required; APCAPL has zero voting rights; exemption under proviso to 31A(3)(a)(iii).
• Board to file no-objection application with BSE Limited for reclassification.
• Board notes actions contingent on no-objection from BSE and other approvals.
• Effective meeting date/time: August 20, 2026, 12:00–12:30 PM.

Promoter-to-public reclassification

• Board approved reclassification and instructed filing with BSE.
• Avyan Pashupathy Capital Advisors Private Limited is the transferor promoter.
• Application filed with BSE on August 20, 2026 seeking no-objection.
• Compliant with SEBI LODR 31A(3)(b); filing via 31A(3)(a)(iii) pathway.
• Decision awaited from stock exchange; company will inform when communicated.
• Disclosure concerns shareholding pattern reclassification under Regulation 31A.

Promoter-to-public reclassification

• Board approved reclassification of APCAPL from Promoter to Public under Regulation 31A; meeting Aug 20, 2026.
• Inter-se transfer on Aug 14, 2026 moved 13,91,869 shares (30.94%) to Refex Holding Private Limited.
• APCAPL holds nil shares post-transfer, enabling exemption from shareholders' ordinary resolution under Reg 31A(3)(a)(iii).
• Post-reclassification APCAPL to comply with Regulation 31A(4)(a)&(b).
• The company remains compliant with minimum public shareholding under Regulation 38.
• No shareholder approval required due to nil voting rights; only BSE no-objection is needed.
• MD/Company Secretary and CFO authorized to file with BSE and handle disclosures post-reclassification.

Litigation settlement and CIRP withdrawal

• Settlement reached among RRIL, SILRES, and Sherisha Solar LLP; all related petitions withdrawn.
• NCLT Chennai Bench order dated August 17, 2026 records settlement and withdrawal of proceedings.
• MOU dated August 7, 2026 and definitive agreements dated August 14, 2026 underpin the settlement.
• SILRES' Section 7 petition against SS-LLP and SS-LLP's Section 65 application withdrawn.
• Oppression & Mismanagement petition under Sections 241/242 withdrawn/disposed-off.

Disposal details

• Target company: Refex Renewables & Infrastructure Limited.
• Disclosing party: Avyan Pashupathy Capital Advisors Private Limited, promoter.
• Transaction type: Promoter inter-se transfer disposal of equity shares.
• Pre-disposal holding: 13,91,869 shares, 30.94%.
• Disposal details: 13,91,869 shares (30.94%) of equity shares disposed; mode: inter-se transfer.
• Post-disposal holding: Nil shares.
• Date of transaction: August 14, 2026.
• Share capital before: 44,97,935 equity shares (INR 4,49,79,350).
• Share capital after: 44,97,935 equity shares (INR 4,49,79,350).
• Total diluted share capital after: 44,97,935 shares (INR 4,49,79,350).

Settlement and corporate actions

• Full and final settlement to SILRES: SS-LLP paid ₹16.51 crore against ₹33.39 crore loan liability.
• SILRES to withdraw Section 7 petition; SS-LLP and RRIL petitions also to be withdrawn.
• NCLT directed amicable settlement; MOU dated Aug 7, 2026; definitive agreements executed Aug 14, 2026.
• Ishaan Solar transferred to SILRES for ₹3.92 crore; SEI Tejas ceased as subsidiaries Aug 14, 2026.
• Transfer of 0.064% equity in SILRES to Avyan Pashupathy Capital Advisors for ₹1 lakh.
• SUNEDISON trademark transferred to SILRES for ₹1 crore; not used since RRIL renamed.
• Sale of 0.01% stake in SILRES by RRIL to SILRES for ₹10 lakh; valuation indicates negative fair value.
• RRIL assigns SUNEDISON rights and goodwill to SILRES for ₹1 crore; branding to SILRES.
• Hiving-off of Ishaan and SEI Tejas not expected to materially impact consolidated financials.
• Rights issue withdrawal: ₹160 crore issue withdrawn; board to re-evaluate capital needs amid market changes.

Reclassification request

• APCAPL has submitted a request to reclassify from Promoter/Promoter Group to Public per Regulation 31A.
• APCAPL previously held 13,91,869 equity shares (30.94% voting rights); inter-se transfer yields zero shares.
• Board will consider the reclassification per SEBI LODR Regulations; outcome to be disclosed.
• Regulatory approvals from stock exchanges and other authorities may be required.

Target & disclosers

• Target: Refex Renewables & Infrastructure Limited.
• Disclosing parties: Refex Holding Private Limited (Promoter) and Avyan Pashupathy Capital Advisors Limited (Promoter).

Transaction details

• Type: Acquisition via inter-se transfer.
• Pre-holding (acquirer): 19,75,556 shares, 43.92%.
• Pre-holding (PACs): 13,91,869 shares, 30.94%.
• Total pre-holding: 33,67,425 shares, 74.86%.
• Shares acquired: 13,91,869 shares (30.94%).
• Post-holding (acquirer + PACs): 33,67,425 shares, 74.86%.
• Date of acquisition: August 14, 2026.

Capital context

• Pre-acquisition equity capital: 44,97,935 shares (₹10 each).
• Post-acquisition equity capital: 44,97,935 shares (₹10 each).
• Total diluted share capital after: ₹4,49,79,350.

Transaction details

• Target Company: Refex Renewables & Infrastructure Limited.
• Disclosing Party: Catalyst Trusteeship Limited, Debenture Trustee; not promoter group.
• Transaction Type: Release of pledge over equity shares.
• Pre-transaction holding: 10,05,600 encumbered shares (22.35%).
• Shares released: 10,05,600 (22.35%).
• Mode of transaction: Release of equity share encumbrance.
• Date of transaction: August 11, 2026.
• Post-transaction holding: Encumbrances NIL; voting rights NIL.
• Equity share capital before: ₹4,49,79,350; 44,97,935 shares.
• Equity share capital after: ₹4,49,79,350; 44,97,935 shares.
• Total diluted share capital: Not Applicable.

Target Company

• Target: Refex Renewables & Infrastructure Limited.

Disclosing Party

• Acquirer: Catalyst Trusteeship Limited (as Debenture Trustee) on behalf of debenture holders; not promoter group.

Transaction Type

• Type: Release of encumbrance on pledged equity shares.

Pre-Transaction Holding

• Pre-transaction encumbered shares: 4,31,000 (9.58%).

Transaction Details

• Encumbrance released: 4,31,000 shares (9.58%); mode: release of equity shares; date: Aug 11, 2026.

Post-Transaction Holding

• Post-transaction encumbrance: NIL.

Date of Transaction

• Date: August 11, 2026.

Share Capital Context

• Equity capital before/after: ₹4,49,79,350 (44,97,935 shares); diluted capital: Not Applicable.