Refex Renewables & Infrastructure Limited disclosed a legal dispute involving its step-down subsidiary, Reflex CBG Kolhapur Limited, and Warana Sugar Limited. The conflict centers on the restriction of access to a Compressed Bio Gas (CBG) plant in Kolhapur, Maharashtra, due to alleged outstanding dues of ₹18.48 crore claimed by Warana Sugar.

The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI Circular dated January 30, 2026. The incident highlights operational risks arising from land-use arrangements between industrial entities and their utility providers.

Nature of the Dispute

Reflex CBG Kolhapur operates a CBG plant located on land owned by the subsidiary but situated in the vicinity of Warana Sugar’s factory. The operations are conducted pursuant to a long-term arrangement entered into in 2010. According to the filing, Warana Sugar restricted access for Reflex CBG Kolhapur personnel and affected the supply of electricity and water to the facility. These measures were reportedly taken in connection with certain outstanding dues stated to be payable by Reflex CBG Kolhapur to Warana Sugar.

As a result of these restrictions, operations at the CBG Plant have been severely impacted. Reflex CBG Kolhapur has initiated legal proceedings seeking interim reliefs to enable access and resume operations. Conversely, Warana Sugar has initiated its own legal proceedings against Reflex CBG Kolhapur regarding the same matter. Both parties are contesting the respective claims in the District Civil Court, Kolhapur.

Financial Implications and Claims

Warana Sugar has alleged an outstanding amount of ₹18,48,34,643. However, Reflex Renewables stated that these dues were fully and finally settled as part of the acquisition of Reflex CBG Kolhapur by Reflex Sustainability Solutions Limited, a wholly owned subsidiary of Refex Renewables, in August 2025. The company denies all such claims and demands.

The company noted that the financial implications, including the impact of the cessation of operations at the CBG Plant, are not presently quantifiable. Refex Renewables is assessing the financial and operational impact and will make further disclosures as required by law.

What the Numbers Show

A key divergence exists between the operational status and the financial settlement timeline. While Warana Sugar asserts a liability of ₹18.48 crore linked to historical arrangements dating back to 2010, Refex Renewables claims this amount was settled during an acquisition in August 2025. This suggests that the current operational shutdown may stem from a disagreement over the finality of past settlements rather than new accrued liabilities. The inability to quantify the impact indicates that the revenue loss from the halted CBG production is currently unmeasured, posing an immediate but undefined risk to the subsidiary’s contribution to the parent company’s consolidated results.

Refex Green Power Limited, a wholly owned subsidiary of Refex Renewables and Infrastructure Limited, has acquired equity stakes in three special purpose vehicles (SPVs) for a total consideration of ₹2.55 crore. The acquisition aims to strengthen the company's renewable energy portfolio and expand its presence in the wind power generation sector.

The transaction involves the acquisition of Refex Vayu SPV 1 Private Limited, Refex Vayu SPV 2 Private Limited, and Grey To Green Transition Private Limited (proposed to be renamed Reflex Vayu SPV 3 Private Limited). Following the deal, these entities will operate as step down subsidiaries or associate companies of the listed entity.

Acquisition details and structure

The acquisition was executed on September 25, 2026, via cash consideration. The shares were purchased from Refex Holding Private Limited, the promoter and holding company, making this a related party transaction conducted at arm's length based on independent valuation.

Note: Post-acquisition holdings refer to the stake held by Refex Green Power Limited.

Strategic rationale

The company stated that Refex Green Power Limited has been awarded tenders for wind power projects requiring new SPVs for setup. These entities are intended to be utilized for establishing wind independent power producers (IPPs) and entering into power purchase agreements (PPAs) in a timely manner. All three target entities are yet to commence operations and reported nil turnover for FY26.

What the numbers show

A comparison of the net worth figures against the acquisition cost reveals a significant divergence in asset valuation across the three entities. While Refex Vayu SPV 1 and SPV 2 report positive net worths of ₹2.55 crore and ₹5.16 crore respectively, Grey To Green Transition Private Limited reports a negative net worth of (₹96.22 lakh). Despite the negative net worth of one entity, the aggregate acquisition price of ₹2.55 crore appears primarily driven by the fair value assessment of the two positive net worth entities, as indicated by the arm's length valuation basis disclosed in the filing.