Refex renewables infrastructure announced its unaudited financial results for the third quarter and nine months ended December 31, 2025, following a Board of Directors meeting held on February 11, 2026. The meeting commenced at 12:38 p.m. and concluded at 1:30 p.m., where directors considered and approved both standalone and consolidated financial results.

Board Meeting Outcomes

The Board of Directors approved the unaudited financial results including segment-wise results for the third quarter and nine months ended December 31, 2025, of financial year 2025-26. The results were prepared in accordance with Regulation 33 of the SEBI Listing Regulations and reviewed by the company's Audit Committee.

Auditor Review Reports

M/s A B C D & Co. LLP, the company's statutory auditors, issued limited review reports for both standalone and consolidated results. The auditors highlighted significant concerns regarding the company's financial position and ability to continue operations.

Material Going Concern Uncertainties

The auditors drew attention to material uncertainties that may cast significant doubt on the company's ability to continue as a going concern. Key concerns include:

• Company incurred losses during the quarter and nine months ended December 31, 2025
• Net worth has been fully eroded as at December 31, 2025
• Management considers it appropriate to prepare financial statements on going concern basis despite these challenges

Consolidated Results Qualifications

The consolidated results review report contained additional qualifications and emphasis points:

Qualified Conclusion Issues

Subsidiary Concerns

• SEI Tejas Private Limited has fully eroded net worth and incurred losses, with financial results prepared on liquidation basis
• Foreign currency transaction compliance issues identified in one subsidiary regarding RBI/FEMA regulations
• Outstanding receivables/payables beyond permitted periods under regulatory requirements

Group Structure

The consolidated results include multiple subsidiaries and step-down subsidiaries across renewable energy and infrastructure sectors:

• SEI Solartech Private Limited
• Refex Sustainability Solutions Limited and its subsidiaries
• Ishaaan Solar Power Private Limited and subsidiary
• Venwind Refex Limited
• Refex Green Power Limited with 16 subsidiaries including solar energy and CBG projects

SEBI Special Window for Physical Share Transfers

SEBI announced a special window for transfer and dematerialization of physical securities sold or purchased before April 1, 2019. This window operates from February 5, 2026, to February 4, 2027.

Eligible shareholders can submit requests to the company at cs@refexrenewables.com or to the Registrar & Share Transfer Agent, GNSA Infotech Private Limited.

Regulatory Compliance

The financial results will be published in newspapers as required under Regulation 47 of SEBI Listing Regulations and made available on the company's website at https://refexrenewables.com/investor-relations.php . The company maintains its registered office at 2nd Floor, Refex Towers, Sterling Road Signal, 313, Valluvar Kottam High Road, Nungambakkam, Chennai – 600034, Tamil Nadu.

Catalyst Trusteeship Limited has disclosed the receipt of a significant pledge of equity shares from Refex Renewables & Infrastructure Limited under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction, completed on January 27, 2026, involves the pledge of 5,97,600 equity shares in favor of Catalyst Trusteeship Limited in its capacity as Debenture Trustee.

Transaction Details

The pledge arrangement significantly increases Catalyst Trusteeship's encumbered holdings in Refex Renewables & Infrastructure Limited. The shares were pledged by Refex Holding Private Limited as security for debenture holders represented by Catalyst Trusteeship Limited.

Holdings Analysis

The transaction details reveal a substantial change in Catalyst Trusteeship's encumbered position in the company:

Company Capital Structure

Refex Renewables & Infrastructure Limited's equity share capital remains unchanged following this pledge transaction. The company maintains its capital structure with no dilution of existing shareholdings.

Regulatory Compliance

The disclosure was made pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Catalyst Trusteeship Limited, represented by Senior Vice President Deesha Srikkanth, filed the necessary documentation with BSE Limited where Refex Renewables & Infrastructure Limited shares are listed under scrip code REFEXRENEW/531260.

The pledge arrangement represents a standard security mechanism for debenture holders, with Catalyst Trusteeship Limited acting in its fiduciary capacity as Debenture Trustee. The company confirmed that the acquirer does not belong to the promoter or promoter group of Refex Renewables & Infrastructure Limited.