Refex Renewables & Infrastructure Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Refex Renewables & Infrastructure Ltd’s consolidated audit opinion has been qualified for seven straight years on the same two subsidiaries’ unsupported liabilities, and the auditor has flagged fully eroded net worth as a going-concern uncertainty in FY2025. The standalone opinion stays clean, but the regulatory record is not: SEBI has intervened three times since 2021, including a 2025 insider-trading penalty on the promoter.

Key findings

  1. Consolidated audit qualified for seven years on two subsidiaries’ unsupported liabilities Critical - The consolidated opinion was qualified in every year from FY2020 through FY2026 in respect of Ishaan Solar Power Private Limited and SEI Tejas Private Limited, with the qualification stated as “repetitive and continued from the financial year 2018-19”. In FY2026, the qualification covered liabilities of ₹3.76 crore, prior-year write-backs of ₹57.47 lakh, a ₹12.7 crore long-term borrowing and a ₹40.10 lakh fixed deposit, all lacking sufficient audit evidence. The standalone opinion was clean in every year from FY2020 through FY2026.
  2. SEBI has repeatedly intervened against the company and its promoter Major - SEBI’s February 15, 2021 interim order directed a forensic audit after noting assets worth ₹145.14 crore were transferred for ₹26.42 crore under a Framework Agreement. A July 15, 2022 warning found undisclosed related-party loans and advances of ₹25 crore, ₹35 crore, ₹33.20 crore and ₹18.67 crore. A December 12, 2025 adjudication order imposed a ₹10,00,000 penalty on promoter Anil Jain for communicating UPSI in Refex Industries Limited, with the SAT staying recovery on February 13, 2026.
  3. Multi-front litigation and guarantee load against negative net worth Major - Wholly-owned subsidiaries face income-tax demands of ₹111.66 crore for AY 2019-20 and 2020-21, which the company proposes to contest. A ₹34.24 crore insolvency petition against step-down subsidiary Sherisha Solar LLP was settled on August 17, 2026 for ₹16.51 crore. Corporate guarantees of ₹42.44 crore are outstanding, and consolidated net worth is negative at ₹(8,152) lakh against total liabilities of 598.82 crore and assets of 517.3 crore.
  4. Related-party financing runs both ways, with SEBI finding undisclosed loans Major - SEBI found the company failed to disclose a ₹25 crore loan and ₹35 crore revolving credit facility from DN Energy Private Limited, plus advances of ₹33.20 crore and ₹18.67 crore for stake acquisitions. The group borrows short-term working capital from promoter entities at 12-12.5% p.a. while lending to subsidiaries on demand at 14.25% p.a.. The FY2025-26 accounts state the group depends on related parties for short-term funds to maintain liquidity.
  5. Promoter pledge tripled while remuneration rose despite losses Major - Promoter pledge rose from 12.11% to 42.66% of promoter shareholding between January 2025 and January 2026, with 14,36,600 shares encumbered. A special resolution seeks to raise the Managing Director’s remuneration to ₹80 lakh basic plus ₹40 lakh perquisites, with the company stating it “has incurred losses and has inadequate profits for payment of managerial remuneration as proposed”. The auditor reported the remuneration paid exceeded limits under Section 197 read with Schedule V.
  6. Debt-like obligations sit inside subsidiaries and related-party structures Major - Preference shares of ₹1,461,620 at ₹1,000 each, redeemable at the company’s option within nineteen years, are recognised in “Other Equity” rather than as borrowings. The standalone entity’s long-term borrowings include a revolving credit line from Refex Holding Private Limited at 12% p.a.. Consolidated term loans from Power Finance Corporation, Tata Capital, HDFC Bank, IREDA and SBI are secured by pledges of 51-100% of subsidiary shares, personal guarantees of Anil Jain, and corporate guarantees of promoter entities.
  7. A 30-entity group reshaped through disposals, strike-offs and control transfers Major - The group comprised 5 subsidiaries, 25 step-down subsidiaries and 2 step-down associates as of March 31, 2026. Six subsidiaries were struck off effective October 29, 2024, and two more on September 16, 2022. Step-down subsidiary SEI Tejas had its financial statements prepared on a liquidation basis in FY2024, FY2025 and FY2026. Consolidated PAT was ₹-38.58 crore versus standalone PAT of ₹-13.94 crore, with 64% of the loss at subsidiaries.
  8. Goodwill impairments taken while a trademark stays partially capitalised Minor - Goodwill was impaired by ₹10.81 crore relating to SEI Tejas in FY2021 and again in FY2022 relating to Megamic Electronics. Trademarks acquired from SunEdison LLC for USD 325,000 remain only USD 105,000 capitalised, with the balance USD 220,000 expected to be offset against receivables that management states do not exist in the books, a position repeated in FY2020, FY2021, FY2022, FY2024 and FY2026.

What to watch

Bottom line: This is a record of repeated qualifications, regulatory findings and a balance sheet whose net worth is fully eroded. The risk is structural: the same two subsidiaries drive the audit qualifications, the group depends on promoter entities for liquidity, and the promoter’s own shareholding is being pledged. Watch the AGM vote on remuneration, the reclassification request, and whether the income-tax and insolvency matters resolve.