Refex Renewables & Infrastructure Limited has withdrawn the re-appointment of its Managing Director, Kalpesh Kumar, from the agenda of its upcoming annual general meeting. The Board of Directors passed a resolution on September 1, 2026, to remove the special business item related to Mr. Kumar’s proposed three-year term extension.

The company issued a corrigendum to the notice for its 32nd AGM, scheduled for September 18, 2026. Consequently, shareholders will only vote on ordinary business items, including the adoption of financial statements and the rotation-based re-appointment of Mr. Kumar as an Executive Director.

What the Numbers Show

The Board justified a concurrent proposal to revise Mr. Kumar’s remuneration by citing satisfactory performance despite sector volatility. However, the standalone financial data reveals a sharp divergence: while consolidated revenue declined marginally from ₹6,79,853 thousand in FY25 to ₹6,64,675 thousand in FY26, the standalone entity saw revenue collapse by nearly 47%, falling from ₹1,87,567 thousand to ₹99,030 thousand. This suggests the parent company’s operational contribution is shrinking significantly relative to its subsidiaries.

Financial Performance

The company reported losses across both standalone and consolidated metrics for FY26. Standalone net loss widened to ₹1,19,889 thousand compared to ₹91,841 thousand in FY25. Consolidated net loss increased to ₹4,29,726 thousand from ₹3,63,984 thousand in the prior year.

Audit Qualification

Statutory auditors A B C D & Co. LLP issued a modified opinion on the consolidated financial statements. The qualification relates to two subsidiaries, Ishaan Solar Power Private Limited and SEI Tejas Private Limited. The auditors stated that sufficient appropriate evidence was not available to corroborate liabilities aggregating to ₹375.51 lakh as of March 31, 2026.

Furthermore, the audit report noted that long-term borrowing of ₹1,270.25 lakh and a fixed deposit of ₹40.10 lakh lacked supporting documentation. The management indicated it is currently reconciling these liabilities with underlying contracts.

Remuneration Proposal

Although the re-appointment as Managing Director was withdrawn, the AGM notice still includes a special resolution to revise Mr. Kumar’s remuneration for his current term ending September 30, 2027. The proposed limits are:

• Basic Salary: Not exceeding ₹80 lakh per annum
• Perquisites and Allowances: Not exceeding ₹40 lakh per annum
• ESOPs: Up to 1% of total issued share capital during tenure

Mr. Kumar drew ₹76,11,624 in FY26, up from ₹65,61,092 in FY25.

Reflex Renewables & Infrastructure Limited has approved the re-classification of Avyan Pashupathy Capital Advisors Private Limited (APCAPL) from the promoter category to the public category. The Board of Directors sanctioned this move during its meeting on August 20, 2026, following an inter-se transfer of shares completed on August 14, 2026.

APCAPL transferred its entire stake of 13,91,869 equity shares, representing 30.94% of the paid-up equity share capital, to Reflex Holding Private Limited. Consequently, APCAPL now holds nil equity shares in the company. The Board determined that the request complies with clause (b) of sub-regulation (3) of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance and Shareholder Exemption

The re-classification is exempt from obtaining shareholder approval via ordinary resolution. This exemption applies because APCAPL, along with persons related to it, holds 0% of the total voting rights in the company following the disposal of its entire shareholding. The company confirmed compliance with the minimum public shareholding requirement under Regulation 38 both before and after the proposed change.

Next Steps

The Board has authorized Company Secretary & Compliance Officer Vinay Aggarwal to submit an application to BSE Limited seeking no-objection for the proposed change. The re-classification is subject solely to this regulatory clearance. Post-re-classification, APCAPL will comply with conditions specified under Regulation 31A(4)(a) and (b).

Shareholding Pattern Impact

The following table outlines the promoter and promoter group shareholding before and after the proposed re-classification:

What the Numbers Show

The consolidation of the 30.94% stake from Avyan Pashupathy Capital Advisors into Reflex Holding Private Limited simplifies the promoter group structure without altering the total promoter holding percentage, which remains at 74.87%. This internal transfer suggests a strategic alignment of ownership within the promoter circle rather than a dilution of control or a change in overall promoter commitment to the listed entity.