Refex renewables infrastructure Limited's Board of Directors has unanimously rejected a promoter's request for reclassification from promoter to public shareholder category, citing regulatory compliance issues. The decision was announced following a Board meeting held on February 11, 2026, addressing a request that had been under consideration since October 2025.

Promoter Reclassification Request Details

The request originated from Avyan Pashupathy Capital Advisors Private Limited (APCAPL), one of the company's promoters, who initially sought reclassification on October 31, 2025. APCAPL subsequently submitted a revised reclassification request on December 09, 2025, which the company received on December 12, 2025.

Board Decision and Legal Analysis

Following the company's earlier Board meeting on November 10, 2025, the Compliance Officer had sought legal opinion from the company's legal counsels regarding APCAPL's reclassification requests. Based on the comprehensive legal analysis received, the Board reached a unanimous decision to decline both the original and revised reclassification requests.

The primary reason for rejection centers on regulatory compliance with SEBI LODR Regulations. APCAPL's current shareholding of 30.95% significantly exceeds the mandatory ceiling of 10% of total voting rights prescribed under Regulation 31A(3)(b)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Framework and Compliance

The decision aligns with the provisions of Regulation 31A of the SEBI LODR Regulations, which governs the reclassification of promoters to public shareholder category. The regulation establishes specific criteria that must be met for such reclassification, including shareholding thresholds that ensure proper corporate governance and market transparency.

Timeline of Events

The reclassification process has been ongoing for several months, with the company maintaining transparency through regular disclosures. The company had previously issued intimations on November 04, 2025, and November 10, 2025, keeping stakeholders informed about the progress of APCAPL's request.

The Board's decision represents the conclusion of a thorough evaluation process that included legal consultation and regulatory analysis. The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI LODR Regulations by promptly communicating the Board's decision to the stock exchanges and stakeholders.

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.