Key Board Approvals and Actions

1. ESOP Allotment

  • Allotted 3,938 equity shares of ₹10 each to employees upon exercise of stock options under RRIL - Employees Stock Option Scheme 2022
  • Money realized from exercise: ₹12,23,780/-
  • Issued, subscribed and paid-up equity share capital increased from ₹4,49,79,350 (44,97,935 shares) to ₹4,50,18,730 (45,01,873 shares)
  • Distinctive share numbers: 5006636 - 5010573
  • Exercise prices: 3,016 shares @ ₹322/share (premium ₹312) and 922 shares @ ₹274/share (premium ₹264)
  • Shares rank pari-passu with existing equity shares

2. Subsidiary Restructuring

  • Disinvestment of 100% equity stake (1,00,000 shares of ₹10 each) in Refex Sustainable Fuel Limited (RSFL)
  • Transferred to Refex Green Power Limited (RGPL) for cash consideration of ₹10 lakh at face value
  • RSFL becomes step-down wholly-owned subsidiary of RGPL
  • RGPL is the holding company for all solar and wind SPVs

3. Capital Structure Changes

  • Approved increase in Authorized Share Capital from ₹20 crore to ₹50 crore
  • Requires shareholders' approval via ordinary resolution
  • Consequential alteration to Clause 5th of Memorandum of Association

4. Borrowing Limits

  • Approved increase in overall borrowing limits from ₹300 crore to ₹450 crore
  • Requires shareholders' approval via special resolution under Section 180(1)(c) of Companies Act, 2013

5. Asset Charging Authority

  • Approved creation of charge/mortgage/hypothecation on company assets
  • Requires shareholders' approval via special resolution under Section 180(1)(a) of Companies Act, 2013

6. Preferential Issue

  • Approved issue of up to 4,50,000 equity shares of ₹10 each to non-promoter category
  • Issue price: ₹360 per share (including premium of ₹350)
  • Aggregate amount: up to ₹16.20 crore
  • Allottee: North Star Opportunities Fund VCC - Bull Value Incorporated VCC Sub-Fund Mauritius (Category I FPI, Regn. No. INMUFP060223)
  • Requires shareholders' approval via special resolution

Valuation and Pricing Details

  • Valuation Report dated October 16, 2026 by Mr. Rajeev Kumar Nayak, IBBI Registered Valuer (IBBI/RV/02/2022/14553)
  • Floor price determined at ₹356.04 per share as per SEBI ICDR Regulations
  • Issue price fixed at ₹360 per share, above floor price
  • Relevant date for price determination: October 16, 2026

Postal Ballot Process

  • Board appointed Mr. Mohan Kumar, Practicing Company Secretary (FCS-4347) as Scrutinizer
  • Cut-off date for eligibility: October 16, 2026
  • Remote e-voting period: October 18, 2026 (09:00 AM) to November 16, 2026 (05:00 PM)
  • Voting through NSDL platform
  • Results declaration on or before November 18, 2026

Financial Impact Assessment

  • ESOP allotment: Paid-up capital increased by ₹39,380
  • Subsidiary transfer: Cash consideration of ₹10 lakh at book value
  • Preferential issue: Potential equity dilution of approximately 9.09% post-issue
  • Post-issue shareholding pattern: Promoter holding reduces from 74.80% to 68.00%

Special Window for Physical Shares

  • SEBI special window open from February 5, 2026 to February 4, 2027 for transfer/dematerialization of physical securities sold/purchased before April 1, 2019
  • Securities transferred under this window will be under lock-in for one year
  • Company/RTA to process requests within 70 days of receipt

#Tags: #RefexRenewables #PreferentialIssue #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Neutral