Refex Renewables Infrastructure 's Board of Directors has decided to seek legal counsel before making a decision on a promoter reclassification request, as announced in a regulatory filing on November 10, 2025.

The request came from Avyan Pashupathy Capital Advisors Private Limited (APCAPL), a significant promoter holding 13,91,869 equity shares, representing 30.95% of the company's voting share capital. APCAPL has asked to be reclassified from the 'promoter' category to the 'public' category in Refex Renewables Infrastructure's shareholding pattern.

Board's Response

The Board noted that APCAPL's request did not specify how it meets the pre-conditions set out in Regulation 31A(3)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. To ensure compliance with these regulations, the Board has instructed the Compliance Officer to obtain a legal opinion on the matter.

Key Points

• The reclassification request was received by the company on November 03, 2025.
• APCAPL currently holds a 30.95% stake in the company.
• The Board is seeking legal advice on available courses of action.
• The decision will be made in compliance with SEBI LODR Regulations.

This move by the Board demonstrates a cautious approach to corporate governance, ensuring that any changes in promoter classification adhere to regulatory requirements. The outcome of this request could potentially impact the company's shareholding structure and investor perceptions.

The company has stated that it will follow due process as required under the regulations regarding this request. The final decision on the reclassification will be made after receiving and considering the legal opinion.

Refex Renewables Infrastructure Limited shareholders have officially rejected the company's proposal to change its name to Ecosphere Sustainable Energy Limited, according to postal ballot results concluded on December 11, 2025. The company also reported continued financial losses for Q2 FY2026.

Postal Ballot Results

The postal ballot process, which concluded on December 11, 2025 at 5:00 PM IST, saw shareholders voting against the proposed name change from "Refex Renewables & Infrastructure Limited" to "Ecosphere Sustainable Energy Limited." Scrutinizer A. Mohan Kumar confirmed the results in his report dated December 12, 2025.

As per regulatory requirements under the Companies Act, 2013, the special resolution failed because the number of votes cast in favor was less than three times the number of votes cast against. The resolution stands disapproved and is deemed not passed.

Financial Performance Challenges

For Q2 FY2026, Refex Renewables Infrastructure reported deteriorating financial performance:

The half-year performance showed similar trends:

Going Concern Issues

The company's management noted that Refex Renewables Infrastructure has incurred losses in the current quarter, and its net worth has been completely eroded. This raises substantial doubt about the Group's ability to continue as a going concern. However, management is pursuing new business opportunities and has obtained a letter of support from a promoter shareholder to continue operations.

Corporate Actions Continue

Despite the name change rejection, the company continues with other strategic initiatives. The company allotted 1,381 equity shares under its Employee Stock Option Scheme, increasing the paid-up capital to ₹4.50 crores. Additionally, subsidiary Refex Green Power Limited divested its 74% stake in Flaunt Solar Energy Private Limited, while another subsidiary, Refex Sustainability Solutions Limited, acquired a 72.05% stake in Spectrum Renewable Energy Private Limited.

The rejection of the name change proposal indicates shareholder resistance to the company's proposed shift towards a more comprehensive sustainable energy identity, while the company continues to face significant financial challenges.