Refex Renewables records Rs 23.78 crore exceptional items

Refex Renewables & Infrastructure Limited recorded Rs 23.78 crore of exceptional items for the quarter ended 30 September 2026 after completing SILRES-linked asset transfers, a loan settlement and litigation withdrawals. Refex Renewables also recognised Rs 12.67 crore of other income from selling loss-making Ishaan Solar Power Private Limited, contributing to profit after tax of Rs 23.73 crore.

What did Refex Renewables transfer to SILRES?

Refex Renewables transferred its entire holding in Ishaan Solar Power Private Limited to SILRES Energy Solutions Private Limited for Rs 3.93 crore, effective 14 August 2026. Ishaan Solar held all the share capital of SEI Tejas Private Limited, meaning both Ishaan Solar and SEI Tejas ceased to be wholly owned subsidiaries of Refex Renewables on that date.

The sale generated Rs 12.67 crore of gain, which Refex Renewables recorded as other income in the September 2026 quarterly results. The filing describes Ishaan Solar as a loss-making subsidiary, while the consideration was Rs 3.93 crore. Refex Renewables also transferred the SUNEDISON trademarks to SILRES for Rs 1 crore and reported a Rs 61.33 lakh gain as an exceptional item.

Refex Renewables separately sold 100,000 equity shares in SILRES, representing 0.064% on a fully diluted basis, to Avyan Pashupathy Capital Advisors Private Limited for Rs 10 lakh. The disclosure does not state a separate profit or loss on that sale. These transactions formed part of a restructuring agreement involving Refex Renewables, Sherisha Solar LLP, Ishaan Solar and SILRES.

How was the SILRES-linked loan liability settled?

Sherisha Solar LLP paid Rs 16.51 crore to SILRES as a full and final settlement against a stated loan liability of Rs 33.39 crore. The settlement payment was Rs 16.88 crore below the disclosed liability, although the filing does not separately identify the accounting treatment of that difference for Sherisha Solar LLP.

SILRES withdrew its petition against Sherisha Solar LLP under Section 7 of the Insolvency and Bankruptcy Code, 2016, after the settlement. Sherisha Solar LLP also withdrew its Section 65 application against SILRES before the National Company Law Tribunal, Chennai Bench, which it had filed in response to SILRES's petition.

Refex Renewables withdrew its own petition against SILRES under Sections 241 and 242 of the Companies Act, 2013, before the Chennai Bench of the National Company Law Tribunal. The filing therefore records withdrawal of three proceedings linked to the settlement: the Section 7 petition, the Section 65 application and Refex Renewables' company-law petition.

SEI Tejas also wrote off Rs 2.74 crore of a loan taken by Refex Renewables during the quarter ended 30 September 2026. Refex Renewables derecognised the corresponding liability and classified the resulting gain as an exceptional item. The filing does not break out how much this write-off contributed to the quarter's total exceptional items of Rs 23.78 crore.

What was the financial effect of the restructuring?

Refex Renewables reported Rs 23.78 crore of exceptional items in the September 2026 quarter, attributed to liability write-backs and gains on trademark and investment transactions under the restructuring agreement. Other income was Rs 13.49 crore, of which the Rs 12.67 crore gain on disposal of loss-making subsidiaries was specifically disclosed.

The reported profit before exceptional items and tax was Rs 1.85 crore, compared with a loss before exceptional items and tax of Rs 1.28 crore in the June 2026 quarter. After exceptional items, Refex Renewables reported profit before tax of Rs 25.63 crore and profit after tax of Rs 23.73 crore for September 2026.

Revenue from operations fell Rs 5.47 crore from the June 2026 quarter, while other income rose Rs 10 crore over the same comparison. Against the September 2025 quarter, revenue increased Rs 2.48 crore and other income increased Rs 12.63 crore. The disclosed Rs 12.67 crore subsidiary-disposal gain accounted for most of the year-on-year increase in other income.

What remains unresolved after the SILRES restructuring?

Refex Renewables still faces a separate dispute involving Refex CBG Kolhapur Limited, a step-down subsidiary, and Warana Sugar Limited over the compressed biogas plant at Kodoli, Kolhapur. The filing says Warana Sugar restricted personnel access and affected electricity and water supply to the plant, severely impacting operations.

Warana Sugar alleges dues of Rs 18.48 crore, while Refex CBG Kolhapur maintains that the amounts were fully settled when it acquired the business in August 2025. Both parties have initiated legal proceedings. Management said the financial implications, including the effect of the plant's cessation of operations, were not presently quantifiable.

The auditor also highlighted material uncertainty over Refex Renewables' ability to continue as a going concern because the group's net worth was fully eroded as at 30 September 2026. The review conclusion was not modified, and management prepared the financial results on a going-concern basis despite the reported quarterly profit of Rs 23.73 crore.

Management cited three support measures for that basis: evaluating new business opportunities, a promoter shareholder's letter of financial support and a proposed preferential equity issue of up to Rs 16.20 crore. The results do not include adjustments that may be required if Refex Renewables cannot continue as a going concern.

How did Refex Renewables' group structure change?

The Ishaan Solar transaction removed two wholly owned subsidiaries from Refex Renewables' structure from 14 August 2026, because SEI Tejas was wholly owned by Ishaan Solar. In a separate transaction, wholly owned subsidiary Refex Green Power Limited acquired interests in three Refex Vayu special purpose vehicles, or SPVs.

Refex Green Power acquired 100% of Refex Vayu SPV 1 Private Limited and Refex Vayu SPV 3 Private Limited, making them step-down subsidiaries. It also acquired 49% of Refex Vayu SPV 2 Private Limited, which became an associate. These acquisitions were disclosed separately from the SILRES-linked restructuring.

A promoter-level ownership change also took effect on 14 August 2026. Refex Holding Private Limited acquired 1,391,869 shares, or 30.94% of Refex Renewables' paid-up equity capital, from Avyan Pashupathy Capital Advisors Private Limited. Together with its existing 43.92% holding, Refex Holding's stake reached 74.87%.

Refex Renewables consequently became a subsidiary of Refex Holding under the Companies Act from 14 August 2026. During the same quarter, Refex Green Power secured two 80-megawatt wind projects through competitive bids conducted by Solar Energy Corporation of India Limited and SJVN Limited, each with a 25-year power purchase agreement.

Conclusion

The September 2026 transactions reduced Refex Renewables' direct links with SILRES through the disposal of Ishaan Solar and SEI Tejas, the SUNEDISON trademark transfer, Sherisha Solar LLP's loan settlement and the withdrawal of three disclosed proceedings. The immediate reported effect included Rs 23.78 crore of exceptional items, Rs 12.67 crore of other income from the subsidiary disposal and Rs 23.73 crore of quarterly profit after tax.

Next, the disclosed matters to watch are the proposed preferential equity issue of up to Rs 16.20 crore, execution of the two 80-megawatt wind projects with 25-year power purchase agreements and legal proceedings over the Kolhapur compressed biogas plant. Management has not quantified the effect of the plant disruption, while fully eroded net worth remains the basis of the auditor's going-concern emphasis.