Refex Renewables & Infrastructure Ltd Directors Report

Dear Members,

Your Board of Directors has pleasure in presenting the 32nd (Thirty-Second) Annual Report of your Company together with the

Audited Financial Statements (standalone & consolidated) for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The key financial highlights for the financial year 2025-"FY26" ( ) is summarized below:

( in 000s)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations (Net)	99,030	1,87,567	6,64,675	6,79,853
Other Income	30,514	17,679	61,466	59,832
Total Income	1,29,544	2,05,247	7,26,141	7,39,685
Expenditure (other than Tax)	2,49,589	2,96,726	10,73,857	9,75,696
Exceptional Items	-	-	-	9,062
Profit / (Loss) before Tax	(1,20,045)	(91,479)	(3,47,753)	(2,26,950)
Provision for Income Tax	-	-	4,560	5,532
Provision for Deferred Tax	(156)	362	77,413	1,31,502
Profit / (Loss) after Tax	(1,19,889)	(91,841)	(4,29,726)	(3,63,984)
Earnings Per Share ( ) (Basic & Diluted)	(26.66)	(20.74)	(95.27)	(81.26)
Net Fixed Assets	7,740	8,204	40,13,066	41,09,811
EBITDA Margins (%)	(69)	(33)	40	48
PAT Margins (%)	(121)	(49)	(65)	(54)
D/E Ratio (In times)	(1.29)	(1.16)	(6)	(10)

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2026, are prepared in accordance with Indian Accounting Standards (Ind AS), prescribed by the Institute of Chartered Accountants of India (ICAI) and as notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 of the Act read with Schedule III thereto and the Companies (Accounts) Rules, 2014, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations") and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY26, together with the Auditors Report form part of this Annual Report.

COMPANY PERFORMANCE

STANDALONE FINANCIAL PERFORMANCE OF YOUR COMPANY:

During the year under review, the Company has achieved a standalone turnover of 990.30 lakh in the financial year 2025-26 compared to 1,875.67 lakh during corresponding previous year registering a decline of ~47.20%.

The Company has reported a loss of 1,198.89 lakh as against a loss of 918.41 lakh during corresponding previous year with an increase in loss of 280.48 lakh over the previous year on standalone basis.

CONSOLIDATED FINANCIAL PERFORMANCE OF YOUR COMPANY:

The Company has achieved a consolidated turnover of 6,646.66 lakh in the financial year 2025-26 compared to 6,798.53 lakh during corresponding previous year registering a decline of ~2.23%.

The Company has reported a loss of 4,297.16 lakh as against a loss of 3,639.34 lakh during corresponding previous year with an increase in loss of 657.82 lakh over the previous year, on consolidated basis.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director & the Chief Financial Officer of the Company have given Compliance Certificate to the Board of Directors on financial reporting & internal controls, as mentioned under Part B of Schedule II to the SEBI Listing Regulations.

BUSINESS OPERATIONS

Highlights of your Companys operations and state of affairs for FY26 are included in the Management Discussion and Analysis Report, capturing your Companys performance, industry trends and other material changes with respect to your Company, wherever applicable and forms part of this Annual Report.

DIVIDEND

In view of accumulated losses, the Board of Directors has not recommended any dividend on equity shares during the year under review.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves, as the Company had not made any profit, during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund ("IEPF") set up by the Government of India.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2026, accordingly, no information is required to be given pursuant to Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

Authorized Share Capital

As on March 31, 2026, the Authorized Share Capital of your Company stood at 20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares of face value of 10/- (Rupees Ten only) each.

Paid-up Share Capital

As on March 31, 2026, the Paid-up Equity Share Capital of your Company stood at 4,49,79,350/- (Rupees Four Crore Forty-Nine Lakh and Seventy-Nine Thousand Three Hundred Fifty only) comprising of 44,97,935 (Forty-Four Lakh Ninety-Seven Thousand Nine Hundred and Thirty-Five only) equity shares of face value of 10/- (Rupees Ten only) each.

There are no convertible securities issued in the Company, as on the date of this Report.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Non-Convertible Debentures ("NCDs")

As on March 31, 2026, senior, secured, unrated, unlisted, unsubordinated, redeemable, taxable, fully-paid Non-Convertible Debentures of your Company stood at 5,55,00,000/- (Rupees Five Crore Fifty-Five Lakh only) issued to Northern Arc Emerging Corporates Bond Trust with Northern Arc Emerging Corporates Bond Fund.

The fund raised were utilized for the purpose of downstream investment in subsidiaries for acquisition of potential entities in the compressed bio-gas segment.

All outstanding NCDs have been fully redeemed on July 30, 2026, and there are no outstanding NCDs as on the date of this report.

EMPLOYEES LONG TERM INCENTIVE PLAN

The Nomination and Remuneration Committee and the Board of Directors of the Company, in their respective meetings held on August 10, 2022, had formulated and approved employee stock option scheme, namely, RRIL Employees Stock Option Scheme 2022 ("RRIL ESOS 2022"), which is in compliance of the latest provisions of the laws and regulations.

The Nomination and Remuneration Committee and the Board of Directors of the Company in their respective meetings held on

August 07, 2025 had amended the scheme by inserting/amending few provisions with a view to ensure efficient implementation and administration, which was subsequently approved by the members in their 31st Annual General Meeting held on September 18, 2025.

During the financial year ended March 31, 2026, your Company issued and allotted following shares in lieu of Employee Stock Options ("ESOPs") exercised by the eligible employees under RRIL Employees Stock Option Scheme 2022 ("RRIL ESOS 2022"):

Date	No. of equity shares	Exercise / Issue Price	Aggregating Value
	(Face Value @ 10/-)	( )	( )
November 10, 2025 (Time-Based Options)	1,381	274	3,78,394
Total	1,381	274	3,78,394

Applicable disclosures as stipulated under Regulation 14 read with Part F of Schedule-I to the SEBI SBEB & SE Regulations with regard to the RRIL ESOS 2022, are provided as Annexure A to this Report.

Your Company has obtained a Certificate from Mr. A. Mohan Kumar, bearing ICSI Membership No: FCS-4347 and C.P. No. 19145], Secretarial Auditor of the Company, that the RRIL ESOS, 2022, for issuance and allotment of stock options, has been implemented in accordance with the SEBI SBEB & SE Regulations.

The said certificate would be placed at the ensuing annual general meeting for inspection by the members.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company has 05 (five) subsidiaries and 25 (twenty-five) step-down subsidiaries and 02 (two) step-down associates companies as follows:

Wholly-owned Subsidiaries:

1. Ref ex Green Power Limited

2. Ref ex Sustainability Solutions Limited

3. Ref ex Sustainable Fuel Limited

4. SEI Solartech Private Limited

5. Ishaan Solar Power Private Limited

Step-down Wholly-owned Subsidiaries:

6. Sherisha Solar LLP

7. Sherisha Rooftop Solar SPV Four Private Limited

8. Sherisha Rooftop Solar SPV Three Private Limited

9. Sherisha Solar SPV Two Private Limited 10. Br oil Solar Energy Private Limited 11. T aper Solar Energy Limited 12. Engender Developers Private Limited 13. STPL Horticulture Private Limited 14. Kiln Solar Energy Private Limited 15. SEI Tejas Private Limited 16. Ref ex Solar SPV Five Limited 17. Wither Solar Energy Private Limited

Step-down Subsidiaries:

18. Athenese Energy Private Limited 19. Refex Green Fuel Private Limited 20. Spangle Energy Private Limited 21. Scor ch Solar Private Limited 22. Singe Solar Energy Private Limited 23. Sour ashakthi Energy Private Limited 24. Swelter Energy Private Limited 25. T orrid Solar Power Private Limited 26. V yzag Bio-Energy Fuel Private Limited 27. Ref ex CBG SPV (Coimbatore) Limited (w.e.f. May 3, 2025) 28. Ref ex CBG SPV (Salem) Limited (w.e.f. May 3, 2025) 29. Ref ex CBG SPV (Madurai) Limited (w.e.f. May 7, 2025) 30. Ref ex CBG Kolhapur Private Limited (w.e.f. August 8, 2025)

Step-down Associate:

1. L C Infra Solar 150 (MW) LLP

2. Ourland Ecosphere CBG (SPV) Private Limited (w.e.f. December 3, 2025)

Incorporations:

During the year under review, Refex Green Power Limited ("RGPL"), a wholly- owned subsidiary of the Company, had been awarded 03 tenders for establishment of Municipal Solid Waste based Bio CNG plant at Salem (200 TPD), Coimbatore (250 TPD) and Madurai (250 TPD), under PPP mode on Design, Build, Finance, Operate and Transfer ("DBFOT") Basis for a period of 20 years.

For this purpose, 03 (three) new companies have been incorporated as subsidiaries by RGPL, thereby becoming step-down subsidiaries of your Company. The details are as follows:

1)Refex CBG SPV (Coimbatore) Limited (incorporated w.e.f. May 03, 2025) 2)Refex CBG SPV (Salem) Limited (incorporated w.e.f. May 03, 2025) 3)Refex CBG SPV (Madurai) Limited (incorporated w.e.f. May 07, 2025)

Further, Ourland Engineering Works Private Limited ("OEWPL"), lead consortium bidder, has been awarded a tender for Establishment of 100 TPD Municipal Solid Waste based Bio-CNG plant in Tiruchirappalli under PPP mode on DBFOT Basis for a period of 20 years, vide Letter of Acceptance dated September 22, 2025 (received on October 06, 2025), issued by Tiruchirappalli City Corporation, wherein, Refex CBG Kolhapur Private Limited ("RCKPL"), a step-down subsidiary of the Company, is a consortium partner.

The Selected Bidder has incorporated Ourland Ecosphere CBG (SPV) Private Limited on December 03, 2025, as a Special Purpose Vehicle [with shareholding of consortium of entities, i.e., OEWPL (51%) and RCKPL (49%)] under the Companies Act, 2013 (in which RCKPL made investment in equity on February 11, 2026), prior to execution of the Concession Agreement (Concessionaire) which shall be responsible for designing, engineering, financing, procurement, construction, operation and maintenance of the Project under and in accordance with the provisions of a long term concession agreement (Concession Agreement) to be entered into between the Concessionaire and the Authority in the form provided by the Authority as part of the Bidding Documents pursuant thereto. Consequently, Ourland Ecosphere CBG (SPV) Private Limited has become an associate company of the Company.

Internal Restructuring between Subsidiary and Step-down Subsidiary companies:

RGPL, a wholly-owned subsidiary of the company along with its 07 subsidiary companies as listed below ("Step-down Subsidiaries"/ "SPVs"), have approved to convert the outstanding 0.01% Optionally Convertible Redeemable Preference Shares ("OCRPS") held by RGPL in each of the SPVs, into 0.01% Optionally Convertible Redeemable Debentures ("OCDs").

S. No.	Name of the step-down subsidiary / SPVs	Percentage of equity shareholding of RGPL, wholly-owned subsidiary
1.	Sherisha Solar SPV Two Private Limited (SPV2)	100.00
2.	Scorch Solar Energy Private Limited	74.00
3.	Singe Solar Energy Private Limited	74.00
4.	Sourashakthi Energy Private Limited	74.00
5.	Spangle Energy Private Limited	74.00
6.	Swelter Energy Private Limited	74.00
7.	Torrid Solar Power Private Limited	74.00

RPGL along with its 07 SPVs, had entered into Schemes of Arrangement and requisite applications and/ or petitions were made before the Honble National Company Law Tribunal, pursuant to the provisions of Section 230 read with Section 66 of the Companies Act, 2013 ("Act") and other applicable provisions for the sanction of the Schemes with respective SPVs.

Upon sanction of the respective schemes of such SPVs, the schemes had become effective during the financial year 2025-26 (except for SPV2, which was effected during April 2026), and with effect from the Effective Dates, the OCRPS stood reorganized, reduced and converted into OCDs on a 1:1 basis carrying the same terms as OCRPS, without any further act, instrument or deed.

The Internal Restructuring was undertaken to ensure an efficient corporate financing structure for RGPL, the holding company of all 07 SPVs, without altering the capital structureoftheSPVs,enablinganefficient, convenient economic platform for business potential and growth.

It has also facilitated and enabled the SPVs to achieve an optimum capital and financial structure and also enabled the SPVs to have efficient performing of current and future projects and this exercise also streamlined the capital structure of the SPVs.

There was no change in equity shareholding of RGPL or any of the 07 SPVs. However, entire outstanding issued and paid-up preference share capital stood cancelled as each OCRPS held by RGPL was converted into OCD, on a 1:1 basis, in each of the SPVs.

Compressed Bio-Gas (CBG)

Refex Sustainable Solutions Limited ("RSSL"), a wholly owned subsidiary Company, on February 11, 2025, has entered into and executed a Share Purchase Agreement for acquisition of controlling stake up to 100% of the total voting powers, from the existing promoters of Refex CBG Kolhapur Private Limited, thereby, proposes to make this entity, a subsidiary of RSSL and step-down subsidiary of the Company. RSSL has completed the acquisition of 91.43% equity share capital / voting rights of Refex CBG Kolhapur Private Limited during FY26 (26.07% on August 05, 2025, 45.98% on August 08, 2025 & 19.38% on March 30, 2026), upon fulfilment of various conditions precedent as specified in the Share Purchase Agreement dated January 28, 2025, effective February 11, 2025.

Voluntary Strike-Off and Disinvestment

The Board of Directors of Refex Green Power Limited ("RGPL"), a wholly-owned subsidiary company of the Company, at its meeting held on October 14, 2025, inter-alia, had considered and approved disinvestment by way of sale of 74% equity stake held in Flaunt Solar Energy Private Limited ("Flaunt"), a subsidiary of RGPL and a step-down subsidiary of the Company, while RGPL shall continue to retain a majority financial interest in Flaunt by way of Optionally Convertible Debentures ("OCDs") and the equity sale was for a nominal portion on a fully diluted basis.Further, the Board of Directors of RGPL, at its meeting held on October 14, 2025, had considered and approved disinvestment by way of voluntary strike-off of its foreign wholly-owned step-down subsidiary, namely, Refex Renewables SL (Private) Limited, and is currently awaiting the strike-off order from the Registrar Office of Sri Lanka.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

Your Company regularly monitors the performance of the subsidiary companies.

A statement containing the salient features of the financial statements of the subsidiary companies of the Company in the prescribed form AOC 1, forms part of the Consolidated Financial Statements (‘‘CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. The said form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 136 of the Act, standalone and consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Company are available in the website of the Company at the weblink: https://refexrenewables.com/investors

CORPORATE GOVERNANCE

Your Company is committed to maintain the quality standards of Corporate Governance. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In terms of Regulation 15(2)(a) of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply in respect of a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Since, the paid-up equity share capital and net worth were not exceeding the aforesaid stipulated thresholds, as on the last day of the previous financial year, accordingly, the compliance with corporate governance provisions is not applicable to the Company and therefore, your Company is not required to submit corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report ("MD&A") for FY26, giving a detailed analysis of the Companys operations and other information, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31, 2026, your Board comprises of 06 (six) Directors, out of which, 03 (three) are independent including 02 (two) woman independent directors, 02 (two) are non-executive directors and 01 (one) is managing director, as follows:

S. No.	Name	DIN	Designation
1.	Mr. Kalpesh Kumar	07966090	Managing Director
2.	Mr. Anil Jain	00181960	Non-Executive Director
3.	Mr. Dinesh Kumar Agarwal	07544757	Non-Executive Director
4.	Mr. Pillappan Amalanathan	08730795	Independent Director
5.	Ms. Jayanthi Talluri	09272993	Independent Director
6.	Ms. Latha Venkatesh	06983347	Independent Director

RE-APPOINTMENTS / APPOINTMENTS

During the year under review, Mr. Anil Jain (DIN: 00181960) who retired by rotation, was re-appointed as a Director (Non-Executive) of the Company, at the 31st AGM of the Company held on September 18, 2025.

Mr. Kalpesh Kumar (DIN: 07966090)

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Kalpesh Kumar (DIN: 07966090), Director (Executive) of the Company, retires by rotation in the ensuing AGM and being eligible offers himself for re-appointment.

Based on the skills, experience, knowledge and positive outcome of performance evaluation of Mr. Kalpesh Kumar, your Board of Directors, in its meeting held on August 04, 2026, on the recommendations of the Nomination & Remuneration Committee ("NRC"), approved and recommended to the shareholders, the re-appointment of Mr. Kalpesh Kumar as Director (Executive), designated as Managing Director of the Company.

Confirmation by the Company

Your Company confirms that it has not made any default under Section 164(2) of the Act, as on March 31, 2026.

Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registering their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Act, as the institute for the creation and maintenance of data bank of Independent Directors).

The Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

In the opinion of the Board of Directors, Mr. Pillappan Amalanathan, Ms. Jayanthi Talluri and Ms. Latha Venkatesh, fulfil the conditions specified in the Act read with the rules made thereunder and the SEBI Listing Regulations, for the office as Independent Directors of the Company.

CESSATION

During the year under review, none of the directors or key managerial personnel of the Company, resigned or otherwise ceased to hold office, and the composition of the Board remained unchanged throughout the year.

KEY MANAGERIAL PERSONNEL (KMPs)

In terms of provisions of Section 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had the following Key Managerial Personnel of the Company as on March 31, 2026:

1. Mr . Kalpesh Kumar, Managing Director;

2. Mr . T Manikandan, Chief FinancialOfficer;

3. Mr . Vinay Aggarwal, Company Secretary & ComplianceOfficer.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

During the year, Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure B to this Report.

However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding particulars as per Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for electronic inspection during working hours up to the date of annual general meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosure under Section 197(14) of the Act

The Managing Director of your Company does not receive remuneration or commission from any of the subsidiaries of the Company.

BOARD MEETINGS

During FY26, the Board of Directors met 04 (four) times on May 21, 2025, August 07, 2025, November 10, 2025, and February 11, 2026.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act.

All the Directors attended all the Board meetings held during FY26, except Mr. Pillappan Amalanathan, who was given leave of absence for the meeting dated May 21, 2025, held during FY26.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held on February 11, 2026, for FY26, without the presence of executive and non-independent directors.

The meeting was conducted in a exible manner to enable the Independent Directors inter alia to discuss matters pertaining to the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by all 03 (three) independent directors, namely, Mr. Pillappan Amalanathan, Ms. Jayanthi Talluri and Ms. Latha Venkatesh.

BOARD COMMITTEES

Your Company has constituted several committees of the Board which have been established as part of good corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2026, your Board has 03 (three) mandatory committees, namely:

1. A udit Committee

2. Nomination & Remuneration Committee

3. Stak eholders Relationship Committee

Besides, your Board has also constituted a voluntary committee, namely, Banking & Authorization Committee (BAC), and delegated powers relating to operational and routine business transactions.

All the recommendations made by the committees of the Board including the Audit Committee were accepted by the Board.

Audit Committee

As on March 31, 2026, the Audit Committee comprises of 03 (three) members and the constitution is as per the provisions of section 177 of the Act as follows:

S. No.	Name	Category	Position
1.	Ms. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Dinesh Kumar Agarwal	Non-Executive Director	Member

All members of the Audit Committee are financially literate and have experience in accounting and financial management expertise. The Company Secretary acts as Secretary to the Audit Committee.

During FY26, 04 (four) meetings of the Audit Committee were held on May 21, 2025, August 07, 2025, November 10, 2025 and February 11, 2026. All the members of the Audit Committee attended all the Audit Committee meetings except Mr. Pillappan Amalanathan, who was given leave of absence for the meeting dated May 21, 2025, held during FY26.

Upon invitation, the CFO and the Statutory Auditors of the Company attended the meetings of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

Reporting of Internal Auditor

Independent team of Internal Auditors, M/s. ASDS & Associates, Chartered Accountants (FRN: 016706S), carried out internal audits for FY26 and advised the management on strengthening of internal control systems.

The reports were periodically discussed internally. Significant audit observations, findings and corrective actions thereon were presented to the Audit Committee.

Nomination and Remuneration Committee (NRC)

As on March 31, 2026, the Nomination and Remuneration Committee comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

S. No.	Name	Category	Position
1.	Mr. Jayanthi Talluri	Independent Director	Chairperson
2.	Mr. Pillappan Amalanathan	Independent Director	Member
3.	Mr. Anil Jain	Non-Executive Director	Member

The Company Secretary acts as Secretary to the NRC.

During FY26, 03 (three) meetings of the NRC were held on May 21, 2025, August 07, 2025 and February 11, 2026.

All members of the Nomination and Remuneration Committee attended all the meetings except Mr. Pillappan Amalanathan, who was given leave of absence for the meeting dated May 21, 2025, held during FY26.

Nomination and Remuneration Committee, amongst others, is responsible for determining the Companys policy on recruitment and remuneration of Directors/ KMPs, Senior Management Personnel and other employees of the Company.

Remuneration Policy

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to executive and non-executive directors and senior management personnel of the Company.

During the year under review, there was no change in the Remuneration Policy, except to the extent required to be aligned with the changes in the statutory provisions.

The detailed Policy is available on the Companys website at: https://refexrenewables.com/reports/policies/remuneration_policy.pdf

Remuneration to Executive and Non-Executive Directors

The Company pays remuneration by way ofsalary,benefi ts, perquisites and allowances (fixed component) to its Managing Director.

The Board of Directors, on the recommendation of the NRC, decides the annual increment payable to the Managing Director within the ceilings prescribed under the Act and within the salary scale approved by the Board and the shareholders, considering the criteria such as the market standards, financial performance, liquidity etc. of the Company.

Details of fixed components & performance linked incentives

The remuneration of Managing Director comprises fixed components and performance linked incentive (ESOPs) which is paid as per the Remuneration Policy, and subject to the approval ofNRC.Noprofi t-based commission has been paid to the Managing Director for FY26.

Criteria of making payments to Non-Executive Directors

Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and/or its committees.

Stakeholders Relationship Committee (SRC)

As on March 31, 2026, the Stakeholders Relationship Committee (SRC) comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows:

S. No.	Name	Category	Position
1.	Mr. Pillappan Amalanathan	Independent Director	Chairperson
2.	Mr. Dinesh Kumar Agarwal	Non-Executive Director	Member
3.	Mr. Anil Jain	Non-Executive Director	Member

The Company Secretary acts as Secretary to the SRC.

During FY26, 01 (one) meeting of the SRC was held on March 20, 2026, which was attended by all the members of the SRC.

This Committee particularly looks into the investors grievances and oversees the performance of the Share Department/ Share

Transfer Agent and to ensure prompt and efficient investors services.

Nature of Complaints and Redressal Status

During FY26, the complaints and queries received by the Company were general in nature, which include issues relating to non-receipt of annual reports, shares, transfer/ transmission of shares, loss of shares etc. and were resolved to the satisfaction of the shareholders.

There were no investor grievances remaining unattended/pending as at March 31, 2026.

The Company has designated Mr. Vinay Aggarwal, the CompanySecretary&ComplianceOffi cer of the Company, as the Compliance Officer & Nodal Officer for handling investors grievances.

Composition of Committees

During the year under review, the composition of various committees of the Board of Directors of the Company was as follows:

S. No	Name of the Committee	Name of Member	Composition Position
		Ms. Jayanthi Talluri, ID	Chairperson
1	Audit Committee	Mr. Pillappan Amalanathan, ID	Member
		Mr. Dinesh Kumar Agarwal, NED	Member
		Ms. Jayanthi Talluri, ID	Chairperson
2	Nomination & Remuneration Committee	Mr. Pillappan Amalanathan, ID	Member
		Mr. Anil Jain, NED	Member
		Mr. Pillappan Amalanathan, ID	Chairperson
3	Stakeholders Relationship Committee	Mr. Dinesh Kumar Agarwal, NED	Member
		Mr. Anil Jain, NED	Member
		Mr. Kalpesh Kumar, MD	Chairperson
4	Banking & Authorization Committee	Mr. Anil Jain, NED	Member
		Mr. Dinesh Kumar Agarwal, NED	Member

ID = Independent Director; NED = Non-Executive Director; MD = Managing Director

PERFORMANCE EVALUATION

The Act mandates formal annual evaluation by the Board of its own performance and that of its committees and individual Directors. Schedule IV to the Act provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Circular issued by the Securities and Exchange Board of India (SEBI) on January 05, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/ Board/Committees was carried out for FY26.

The parameters for the performance evaluation of the Board, inter-alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of above parameters.

The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

NRC reviewed the performance of the Individual Directors, the Committees of the Board and the Board as a whole.

A questionnaire for the evolution of the Board, its committees and the individual members of the Board, covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to good practices of corporate governance was sent to the Directors.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

Basis the feedback received on questionnaire from all the Directors, the performance of the Board as a whole, Committees of the Company and individual directors was found satisfactory.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Act, the Directors confirm that: i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the loss of your Company for that year; iii. The Directors had taken properandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared the annual accounts on a going concern basis; and v. The Directors, had laid downinternalfinancial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND OFFICERS (‘D&O) INSURANCE

During the year, your Company has procured a group level consolidated Directors and Officers (‘D&O) Insurance covering its Directors, KMPs and members of the Senior Management.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arms length basis and in compliance of the provisions of Section 177 read with Section 188 of the Act.

During FY26, the Company had not entered into any arrangement/transaction with related parties which could be considered material as stipulated under the provisions Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no information is required to be given in the prescribed form AOC-2.

Further, the details of the related party transactions as per IND AS-24 are set out in Note No. 31 to the Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company doesnt fulfil the criteria as stipulated under Section 135(1) of the Act read with rules thereunder and therefore, the provisions of Corporate Social Responsibility (‘CSR) are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the below table and outstanding balances are given in Note No. 38 to the Standalone Financial Statements in compliance of Section 186(4) read with Section 134(3)(g) of the Act:

S. No. Loan	Name of company	Relationship	Purpose	Amount ( in crores)
1.	Refex Sustainability Solutions Limited	Wholly-owned Subsidiary	Working Capital	16.47
Guarantee
1.	Refex CBG Kolhapur Private Limited	Step-down Subsidiary	Collateral for non-convertible debentures (NCDs)	4.50
Investment
1.	NIL	-	-	-

POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the SEBI Listing Regulations, your Board has framed a Policy on the Preservation of documents and Archival of documents.

This is intended to provide guidelines for the retention of records and preservation of relevant documents for a duration after which the documents shall be archived.

This said policy is available at the Companys website, at the following web link: https://refexrenewables.com/reports/policies/RRIL-Policy-for-Preservation-Archival-of-Documents.pdf

Statutory Auditors & their Report

M/s A B C D & Co. LLP ("ABCD"), Chartered Accountants (FRN: 016415S/S000188) were appointed as Statutory Auditors for one term of 05 (five) consecutive years, at the 30th AGM till the conclusion of the 35th AGM to be held in the year 2029, to conduct audit of the books of accounts of the Company from financial year 2024-25 till financial year 2028-29.

Statutory Auditors have issued an unmodified audit report on the standalone financial statements and have confirmed that the financial statements, represent a true and fair view of the state of affairs of the Company.

However, Statutory Auditors have issued audit report with modified opinion on the consolidated financial statements and have confirmed that the financial statements, represent a true and fair view of the state of affairs of the Company.

The Auditors Report on the Consolidated Financial Results is qualified in respect of the matters, stated below, in relation to two subsidiaries, viz., Ishaan Solar Power Private Limited and SEI Tejas Private Limited:

"Liabilities aggregating to INR 375.51 lakh lying outstanding as at March 31, 2026 sufficient appropriate audit evidence is not available to corroborate the managements assessment of such obligations. Moreover, during the previous years based on the Managements assessment and conclusion, liabilities aggregating to INR 57.47 lakh have been written back and taken as income which is also not supported by sufficient appropriate audit evidence.

Further, a long-term borrowing amounting to INR 1,270.25 lakh and a fixed deposit amounting to INR 40.10 lakh are not supported by sufficient appropriate audit evidence/documentation.

Consequently, we are unable to determine whether any adjustments might be necessary to the outstanding liabilities long-term borrowing and fixed deposit and are also unable to comment on the appropriateness of the accounting adjustments relating to liabilities written back during the current year along with the corresponding impact arising out of both matters in income tax, net loss and shareholders funds as disclosed in the Statement."

Managements Comments:

The Management is currently carrying out necessary reconciliations of such liabilities with the corresponding underlying document/ contracts and other relevant information. Suitable adjustments arising out of such reconciliation, if any, will be incorporated once such exercise is complete.The qualification on the consolidated financial results was repetitive and continued from the financial year 2018-19.Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board or which were to be reported to the Central Government as required under Section 143(12) of the Act.

Cost Records & Cost Audit

Your Company is not required to maintain cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, the requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, is also not applicable for the business activities carried out by the Company.

Secretarial Auditors & their Report

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed Mr. A. Mohan Kumar, FCS-4347 and C.P. No. 19145, for conducting the Secretarial Audit of your Company for FY26.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed as Annexure-C to this Report.

The Report does not contain any qualification, reservation or adverse remarks.

Internal Auditors

M/s. ASDS & Associates, Chartered Accountants (FRN: 016706S), are holding office since 3rd quarter of financial year 2021-22. They carried out internal audits for FY26 and advised the management on strengthening of internal control systems.

The management based, on the internal audit observations gives its comments to the Audit Committee.

In view of good governance, the Company has changed the existing internal auditors after serving for a period of around five years.

The Audit Committee and the Board in their respective meetings held on May 21, 2026 approved for appointment of M/s. Vimala & Pankaj, Chartered Accountants, Chennai (FRN: 016385S) as Internal Auditor of the Company, for conducting the internal audit of the Company for the financial year 2026-27 to ensure the effective functioning of internalfinancial controls and check whether the financial transaction ow in the organization is being done based on the approved policies of the Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during FY26 for the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of any one-time settlement for reporting details vis-a-vis valuation with the banks or financial institutions.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

During FY26, there are no agreements which required to be disclosed as per clause 5A of paragraph A of Part A of Schedule III to the SEBI Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as under:

Conservation of Energy & Technology Absorption:

The Company is engaged in establishing/constructing projects of the solar power generation, compressed bio-gas and related activities, which itself is a domain of renewables and green energy and environment friendly. The Company operates renewable energy assets, including solar and Compressed Biogas (CBG) facilities, where efficient energy management and technology adoption are integral to enhancing operational performance and sustainability. The Company remains committed to conserving energy through renewable energy generation, efficient equipment, and digital technologies

As the Company continues to expand its renewable energy portfolio across utility-scale solar, rooftop solar, battery energy storage solutions and Compressed Biogas (CBG) projects, it remains focused on sustainable growth and operational excellence. In its CBG business, the Company integrates energy-efficient technologies and sustainable practices across project design, engineering, procurement and operations. The CBG plants convert organic waste into clean renewable fuel and organic manure, thereby supporting circular economy principles and contributing to the reduction of greenhouse gas emissions.

The Company has undertaken various measures towards energy conservation and efficientutilisation of resources. During FY 2025 26, the Companys continued focus on process optimisation and technology adoption in its CBG operations resulted in improved resource utilisation and operational efficiency. Compared to FY 2024 25, pressmud processing increased by 11.3%, raw biogas generation by 10.9%, CBG production by 30.7% and CBG sales by 41.7%. These improvements re ect enhanced process of renewable feedstock and increased production of clean renewable fuel, thereby supporting the substitution of fossil fuels with renewable energy and contributing to energy conservation, greenhouse gas emission reduction and circular economy principles.

During the year, the Company further strengthened its technology capabilities by enhancing centralised digital monitoring of its solar assets. Real-time performance monitoring, predictive maintenance, analytics and automated maintenance work ows were leveraged to improve plantavailability,operationalefficiency and energy generation. Mobile-enabled digital solutions also supported field Operations & Maintenance (O&M) teams through real-time monitoring, work order management and digital inspections. In addition, the Company continued its efforts towards implementing SCADA and PLA systems for its CBG plants to facilitate process automation, centralised monitoring and data-driven operations.

A key initiative undertaken by the Company is the operation of a 43 kWp rooftop solar photovoltaic (PV) system installed at its corporate office in Chennai. The system generates clean electricity for captive consumption, thereby reducing dependence on grid electricity and lowering the Companys operational carbon footprint. The rooftop solar installation is designed to generate approximately 51,600 kWh of renewable electricity annually, resulting in an estimated annual avoidance of 37.5 metric tonnes of CO equivalent (tCO e). Over its expected operational life of 25 years, the installation is projected to avoid approximately 937.5 tCO e of greenhouse gas emissions, demonstrating the Companys commitment to renewable energy adoption within its own operations.

To further improve energy efficiency, the Corporate Office is equipped with Variable Frequency Drive (VFD) based air conditioning systems, which optimize power consumption based on actual cooling demand, thereby reducing electricity consumption and improving equipment performance.

These initiatives re ect the Companys commitment to advancing the Refex Groups Sustainability Vision 2035 through renewable energy generation, energy conservation and technology-driven operational excellence. The Group is working towards achieving CarbonNeutralitybyreducingabsoluteemissionsacrossitsoperationsthroughenergy clean mobility, while pursuing verified offsets for residual impacts.

The Group is also working towards becoming Water Positive and advancing towards a Circular Economy by 2035. Through its continued investments in utility-scale solar, battery energy storage solutions and CBG projects, the company remains committed to enhancing renewable energy generation, improving resource efficiency and accelerating the transition towards a low-carbon and circular economy, while creating long-term sustainable value for all stakeholders.

There is no technology imported by the Company, hence, no information regarding absorption is involved.

Foreign Exchange Earnings and Outgo:
Particulars	FY26 ( in ‘000)	FY25 ( in ‘000)
Foreign exchange earned in terms of actual in ows	-	-
Foreign exchange outgo in terms of actual out ows	2,287.00	2,292.98

ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2026, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Companys website at: https://refexrenewables.com/investors.

Further, the Annual Return (e-form MGT-7) for FY26 shall be filed by the Company with the Registrar of Companies, Chennai, within the stipulated period and the same can also be accessed thereafter on the Companys website at: https://refexrenewables.com/investors.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING

THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant/material order passed by the regulators, courts, or tribunals affecting the going concern status and the Companys operations in the future.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) & (10) of the Act to deal with instances of fraud and mismanagement if any.

The Company, through this Policy, envisages to encourage the directors and employees of the Company to report to the appropriate authorities any unethical behavior, improper, illegal, or questionable acts, deeds, actual or suspected fraud or violation of the Companys Codes of Conduct for the directors and the senior management personnel.

During FY26, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any. The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Companys website at the link: https://refexrenewables.com/reports/policies/RRIL-Whistle-Blower-Policy-Vigil-Mechanism.pdf.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2026, and are

Your Company has appointed a practicing-chartered accountant firmas an Internal Auditor, to ensure the effective functioning of internal financial controls and check whether the financial ow in the organization is being done based on the transaction approved policies of the Company.

The Management based, on the internal audit observations gives its comments to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender.

Refex group has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder ("POSH Act").

Refex group has also set up Internal Complaints Committee(s) (‘ICCs) for each workplace, which is in compliance with the requirement of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with clear timeline.

Number of complaints received during FY26	NIL
Number of complaints resolved as on March 31, 2026	NIL
Number of complaints not resolved as on March 31, 2026	NIL
Number of pending complaints as at March 31, 2026	NIL

All employees in the organization are being made to attend the POSH awareness sessions which also covers gender sensitization. There was no complaint received from any employee during FY26.

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961.

The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

LISTING

The Equity Shares of the Company are listed on BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai 400001, Maharashtra. The Scrip Code allotted by BSE is 531260.

The Company has paid annual listing fee for FY 2026-27 to the BSE Limited.

DEPOSITORY SYSTEM

As members are aware, the Companys shares are compulsorily tradable in the electronic form.

As on March 31, 2026, 93.42% of the Companys total paid-up capital were in dematerialized form.

In view of the numerous advantages offered by the Depository System, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories (NSDL or CDSL).

The ISIN allotted to the equity shares of the Company is INE332F01018.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

CREDIT RATINGS

The Company had not obtained any credit rating from any agencies during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY

Change in nature of business

The Company has not undergone any change in the nature of the business during FY26. However, the Company has diversified into compressed bio-gas (CBG) business and accordingly, altered its Memorandum of Association ("MOA") in the 31st Annual General meeting held on September 18, 2025.

Material changes and commitments, if any, affecting the financial position of the Company

There were no adverse material changes or commitments that occurred between the end of the financial year and the date of this report, which may affect the financial position of the Company or may require disclosure.

The impact on the financial results for the year ended March 31, 2026, because of any events and developments beyond the date of this report may differ from that estimated as at the date of approval of this Report and will be recognized prospectively.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company.

The focus shifts from one area to another area depending upon the prevailing situation.

A detailed report on significant risks and mitigation is forming part of Management Discussion and Analysis.

GENERAL SHAREHOLDERS INFORMATION

No. of shares	No. of Shareholders *	Percentage	No. of Equity Shares	Percentage
Up to 500	2,510	88.88	1,80,208	4.01
501 to 1,000	147	5.21	1,14,510	2.55
1,001 2,000	75	2.66	1,12,620	2.50
2,001 3,000	35	1.24	85,382	1.90
3,001 4,000	14	0.50	50,579	1.12
4,001 5,000	6	0.21	27,590	0.61
5,001 10,000	18	0.64	1,22,180	2.72
Above 10,000	19	0.67	38,04,866	84.59
Grand Total	2,824	100.00	44,97,935	100.00

* Based on number of demat accounts/ folio numbers.

No. of shareholders along with shareholding in Physical & Demat form as on March 31, 2026*:

Particulars	No. of Shareholders	Percentage of Shareholders	No. of Shares	Percentage of Shareholdings
In Physical Form	296	10.48	2,95,910	6.58
In Dematerialized Form	2,528	89.51	42,02,025	93.47
Total	2,824	100.00	44,97,935	100.00

* Based on unique PAN.

SIGNIFICANT DEVELOPMENTS

The Company has disclosed all developments happened during the year under review, in this Annual Report.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the rules made thereunder), Indian Accounting Standards (Ind AS) and the applicable Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2025 to March 31, 2026. Some parts of the Non-Financial Information included in this Boards Report are provided as on the date of this Report.

PERSONNEL

Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Companys success.

ACKNOWLEDGEMENTS

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Companys resources for sustainable and growth.

Your directors wish to place on record their appreciation for the valuable co-operation and support received from Ministry of Railways, Ministry of Defence, Government of India, Governments of various States/ Union Territories and other stakeholders such as, shareholders, customers and suppliers, among others.

The Directors thank HDFC Bank Limited, Tata Capital Limited, Power Finance Corporation Limited, Indian Renewable Energy Development Agency Limited, Saraswat Co-operative Bank Limited and other banks for all co-operations, facilities and support they have extended to the Company as a whole.

Your directors acknowledge the continued trust and confidence you have reposed in the Company. The Directors look forward to their continued support in future.

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, Financial Statements and other communication in electronic forms.

Your Company is sending the Annual Report including the Notice of Annual General Meeting, Audited Financial Statements, Directors Report along with their annexures etc. in the electronic mode to the shareholders who have registered their E-mail IDs with the Company and/or their respective Depository Participants ("DPs").

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses, so that all communication with them can be made in electronic mode and we can make some contribution to protect the environment.

Those holding shares in demat form can register their e-mail addresses with their concerned DPs.

Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company/ RTA, by sending a letter, duly signed by the first/sole holder quoting details of Folio Number.

For and on behalf of the Board of Directors of
Refex Renewables & Infrastructure Limited
Kalpesh Kumar	Anil Jain
Managing Director	Director
DIN: 07966090	DIN: 00181960
Place: Chennai	Place: Chennai
Date: August 04, 2026	Date: August 04, 2026