Refex Renewables & Infrastructure Ltd

Refex Renewables & Infrastructure Limited: Trading window closed from October 01, 2026 for unaudited Q2 FY2026-27 results (quarter ended September 30, 2026) until 48 hours after the announcement.

Refex Vayu SPV 1 Private Limited

• Target: Refex Vayu SPV 1 Private Limited; wind power project SPV in India.
• Equity capital ₹2,00,00,000; net worth ₹2,55,49,753; turnover Nil FY26.
• Related party: promoter Refex Holding Private Limited; arm's-length valuation.
• Industry: Renewable energy, wind power.
• Purpose: Strengthen wind IPP portfolio; SPVs for tenders and PPAs.
• Regulatory: No approval required.
• Completion: Indicative date Sept 25, 2026.
• Consideration: Cash; cost ₹2,55,20,000.
• Post-acquisition holding: 100% (20,00,000 shares).
• Background: Incorporated 03-Mar-2021; presence India; turnover Nil.

Refex Vayu SPV 2 Private Limited

• Target: Refex Vayu SPV 2 Private Limited; wind power SPV in India.
• Equity capital ₹5,00,00,000; net worth ₹5,16,19,500; turnover Nil FY26.
• Related party: promoter Refex Holding Private Limited; arm's-length valuation.
• Industry: Renewable energy, wind power.
• Purpose: Strengthen wind portfolio; set up wind IPPs; PPAs.
• Regulatory: No approvals required.
• Completion: Indicative date Sept 25, 2026.
• Consideration: Cash; cost ₹2,52,84,000.
• Post-acquisition holding: 49% (24,50,000 shares).
• Background: Incorporated 24-May-2020; presence India; turnover Nil.

Grey To Green Transition Private Limited

• Target: Grey To Green Transition Private Limited; wind power SPV (renamed Refex Vayu SPV 3) in India.
• Equity capital ₹1,00,000; net worth ₹96,22,380; turnover Nil FY26.
• Related party: promoter Refex Holding Private Limited; arm's-length valuation.
• Industry: Renewable energy, wind power.
• Purpose: Strengthen renewable portfolio; wind IPPs; PPAs.
• Regulatory: No approvals required.
• Completion: Indicative date Sept 25, 2026.
• Consideration: Cash; cost ₹1,00,000.
• Post-acquisition holding: 100% (10,000 shares).
• Background: Incorporated 12-May-2022; presence India; turnover Nil.

AGM Details

• 32nd AGM held Sep 18, 2026 at 11:00 IST via VC/OAVM.
• Record date Sep 11, 2026; 2,674 shareholders on record.
• Quorum met; 57 members attended via VC; 15 required for quorum.

Resolutions & Voting

• Item 1: Standalone financial statements adopted; 99.997% in favor.
• Item 2: Consolidated financial statements adopted; 99.997% in favor.
• Item 3: Re-appointment of Kalpesh Kumar as Executive Director; 99.997% in favor.
• Item 4: Special resolution – MD remuneration revised; 99.9959% in favor.

Directors & Auditors

• Kalpesh Kumar reappointed as Executive Director; term to Sep 30, 2027.
• Statutory auditors remained unchanged; no new appointment announced.

Other Material Approvals

• No material related party transactions disclosed.
• No dividend proposed or declared.

AGM details

• AGM date/time: 18 September 2026 at 11:00 a.m. IST via VC/OAVM.
• Corrigendum withdraws Item 5; Items 1–4 remain for consideration.
• Remote e-voting cut-off: 11 September 2026; voting period: 15–17 September 2026.
• AGM venue: deemed to be the company’s registered office.

Resolutions to be voted

• Item 1 (Ordinary): adoption of standalone financial statements; board recommends.
• Item 2 (Ordinary): adoption of consolidated financial statements; board recommends.
• Item 3 (Ordinary): re-appointment of Kalpesh Kumar as Executive Director; liable to rotation.
• Item 4 (Special): remuneration revision for Kalpesh Kumar through Sep 30, 2027; board recommends.
• Item 5: Withdrawn; not to be considered.

Remuneration & ESOPs

• Remuneration ceiling: basic up to ₹80 lakh; perquisites up to ₹40 lakh.
• ESOPs up to 1% of total issued share capital during tenure.
• Retirals: provident fund, gratuity, leave encashment outside ceiling.
• No sitting fees for board/committee attendance.

Auditors & governance

• Statutory auditors: M/s ABCD & Co. LLP; no change indicated.

Dividends & other approvals

• Dividend proposal not indicated in the notice.

Voting logistics

• Cut-off date for e-voting: Sep 11, 2026; remote voting: Sep 15–17, 2026.
• Results to be published on company and NSDL portals; Scrutinizer appointed.

AGM Details

• Date and time: 18 September 2026 at 11:00 IST via VC/OAVM
• Mode: Video conferencing / Other Audio-Visual Means; deemed venue: registered office
• Cut-off date: 11 September 2026
• Remote e-voting: 15–17 September 2026
• Scrutinizer: A Mohan Kumar

Resolutions Put to Vote

• Ordinary: adoption of standalone financial statements and reports
• Ordinary: re-appointment of Kalpesh Kumar as Executive Director
• Special: revision of Kalpesh Kumar's remuneration for remainder of term to 30 Sep 2027
• Special: re-appointment of Kalpesh Kumar as MD for 3-year term from 01 Oct 2027
• Special: remuneration package includes basic salary, perquisites, and ESOPs up to 1% capital

Voting Results

• Voting outcomes not disclosed in this filing; results to be announced post-AGM

Dividend

• Dividend not proposed in this AGM notice

Director Changes

• Kalpesh Kumar to be re-appointed as Executive Managing Director for 3 years from Oct 1, 2027
• ESOPs eligibility up to 1% of equity during tenure

Auditor Appointments

• No changes to statutory/secretarial/cost auditors proposed in this AGM notice

Other Material Approvals

• RRIL ESOS 2022: ESOPs for employees; amendments approved in 2025; 1% MD cap
• Board to delegate to NRC to implement remuneration amendments

Financial snapshot

• Standalone revenue from operations ₹99,030 (₹000s); down ~47% YoY.
• Consolidated turnover ₹6,646.66 lakh; down ~2.23% YoY.
• Standalone PAT ₹(119,889) thousand; EPS ₹(26.66).
• Consolidated PAT ₹(429,726) thousand; EPS ₹(95.27).
• Standalone EBITDA margin is negative at 69%; Consolidated margin 40%.
• Standalone PAT margin about negative 121%; Consolidated margin about negative 65%.
• No dividend declared due to accumulated losses.
• Year-end cash ₹1,058 thousand; total equity negative on standalone and consolidated.
• Gearing: Consolidated 120%; Standalone debt/equity 1.29x.

Operational aggregates

• Consolidated segment revenue: C&I ₹6,043 lakh; CBG ₹504 lakh; Others ₹98 lakh.
• CBG revenue up 25,100% YoY to ₹504 lakh from ₹2 lakh.
• RRIL solar EPC/O&M delivered 25,000+ installations across 8,000 locations.
• 128 MW solar capacity at RRIL; 89 sites across 11 states.

ESG and sustainability

• FY25-26 environmental snapshot: Scope 1 17.21 tCO2e; Scope 2 3.3 tCO2e; Scope 3 109.8 tCO2e.
• Total energy consumption 2570 GJ; renewable energy consumption 2300 GJ.
• Target to become Carbon Neutral by 2035; Net Zero by 2040; Water Positive by 2035.

CBG and bioenergy expansion

• CBG current capacity 3.5 MT/day; 700 TPD MSW projects in Tamil Nadu under PPP.
• RRIL RSSL to acquire Refex CBG Kolhapur; Ourland Ecosphere SPV associate formed.
• BioDhanic fermented organic manure launched; circular economy emphasis.

Governance and governance flags

• Board comprises 6 directors; 3 independent; includes 2 women.
• Audit Committee of 3; four meetings in FY26; some absences noted.
• Going concern caveat attached; management pursuing opportunities and capital support.

Audit and risk flags

• Standalone audit unmodified; consolidated audit modified due to evidence gaps in two subsidiaries.
• Liabilities ₹375.51 lakh and long-term borrowings ₹1,270.25 lakh lack corroborative evidence.
• Note of emphasis on foreign currency balance issues in one subsidiary; RBI/FEMA filings pending.

Capital structure and liquidity

• Authorized share capital ₹20 crore; paid-up ₹4.4979 crore; 44,97,935 shares outstanding.
• NCDs redeemed; no outstanding NCDs as of report date.
• ESOS: 1,381 options exercised; 1,16,144 outstanding; exercise price ₹274; fair value ₹277.65.

Related party transactions

• Extensive intercompany transactions with RRIL group entities on arm's-length terms.
• Significant interest payable to Refex Holdings ₹130,046 thousand; other RP transactions disclosed.
• Note confirms all RP transactions disclosed; detailed tables in Note 41.

Regulatory and contingent liabilities

• GST disputes across multiple states; aggregate demands in tens of millions of rupees.
• Bank guarantees outstanding about ₹4.49 crore for project performance.
• Litigation and CIRP proceedings involve several SPVs; outcomes pending.

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.