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 has reported its financial results for the second quarter and half-year ended September 30, 2025, revealing continued losses and a proposal for a significant corporate rebranding.

Financial Performance

For Q2 FY2026, Refex Renewables Infrastructure reported:

• Consolidated revenue from operations of INR 1,428.00 lakhs, compared to INR 1,400.00 lakhs in Q2 FY2025
• Net loss of INR 1,432.00 lakhs, widening from INR 1,269.00 lakhs in the same quarter last year
• Loss per share increased to INR 31.89, up from INR 28.28 in Q2 FY2025

The company's performance for the half-year ended September 30, 2025, showed:

• Consolidated revenue of INR 3,102.00 lakhs, slightly lower than INR 3,201.00 lakhs in H1 FY2025
• Net loss of INR 2,184.00 lakhs, compared to INR 2,119.00 lakhs in the previous year's corresponding period

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, the management is pursuing new business opportunities and has obtained a letter of support from a promoter shareholder to continue operations.

Proposed Name Change

In a significant move, the Board of Directors has proposed changing the company's name from "Refex Renewables & Infrastructure Limited" to "Ecosphere Sustainable Energy Limited." This change aims to better reflect the company's evolving business vision, strategic direction, and commitment to sustainability.

The proposed rebranding is designed to:

1. Align with a broader vision of sustainable energy solutions
2. Reflect the expansion of business scope beyond traditional renewable energy
3. Strengthen market differentiation and brand identity
4. Reinforce the company's Environmental, Social, and Governance (ESG) commitments

The name change proposal will be put to shareholders for approval through a postal ballot.

Other Corporate Actions

• The company allotted 1,381 equity shares under its Employee Stock Option Scheme, increasing the paid-up capital to INR 4.50 crores.
• A subsidiary, Refex Green Power Limited, divested its 74% stake in Flaunt Solar Energy Private Limited.
• Another subsidiary, Refex Sustainability Solutions Limited, acquired a 72.05% stake in Spectrum Renewable Energy Private Limited.

Refex Renewables Infrastructure faces challenges with its financial performance but is taking strategic steps to reposition itself in the sustainable energy market. The proposed name change to Ecosphere Sustainable Energy Limited signals a shift towards a more comprehensive approach to clean energy solutions and sustainable practices.