Board approves preferential issue of up to 4,50,000 shares at ₹360, ESOP allotment and higher borrowing limit
Board met on October 17, 2026 and approved a set of proposals.
By ScoutQuest · · 3 min read
- Preferential issue size
- up to 4,50,000 equity shares of ₹10/- each at ₹360/- per share, for up to ₹16,20,00,000/-
- Floor price (valuation report)
- ₹356.04/- per share; issue price ₹360/- is above it
- Proposed limits for shareholder vote
- authorised capital to ₹50 Crore, borrowing limit to ₹450 Crore
What the board approved
The board of Refex Renewables & Infrastructure met on October 17, 2026 from 09:00 a.m. to 09:30 a.m. and approved several proposals. Two were decided by the board itself; four are being put to shareholders for approval by postal ballot.
Preferential issue to a non-promoter investor
- Up to 4,50,000 equity shares of face value ₹10/- each at an issue price of ₹360.00/- per share.
- Aggregate amount: up to ₹16,20,00,000/-.
- The investor named is North Star Opportunities Fund VCC – Bull Value Incorporated VCC Sub-Fund Mauritius, a Category I Foreign Portfolio Investor.
- A valuation report dated October 16, 2026 put the fair value, or floor price, at ₹356.04/- per equity share. The issue price of ₹360.00/- is above that floor price and includes a premium of ₹350/- per share.
- What it means: fresh shares are issued to an outside investor, so the total number of shares in the company rises and existing shareholders hold a proportionately smaller slice. The price is at a premium to the independent valuer's floor price.
ESOP allotment
- 3,938 equity shares of ₹10/- each allotted to employees in lieu of 3,938 employees' stock options exercised under the RRIL – Employees Stock Option Scheme 2022.
- These shares rank pari-passu with existing shares, including dividend and voting rights.
- The paid-up equity share capital of the company increases accordingly; the rise is small relative to the existing base.
Transfer within the group
- The board approved disinvestment by way of transfer of the entire stake held in Refex Sustainable Fuel Limited, a wholly-owned subsidiary, to Refex Green Power Limited, another wholly-owned subsidiary.
- The consideration is cash, at face value (book value) of the stake.
- Refex Sustainable Fuel Limited becomes a step-down wholly-owned subsidiary, held through Refex Green Power Limited. Both entities were already wholly-owned by the company, so this is a rearrangement inside the group.
What shareholders will vote on
- Increase in the authorised share capital to ₹50 Crore, with a consequential change to the Memorandum of Association — ordinary resolution. Authorised capital is the ceiling up to which shares can be issued, not issued capital itself.
- Increase in the overall borrowing limit to ₹450 Crore, for borrowings in rupees or foreign currency, by way of loans, bonds, debentures, commercial paper and similar instruments — special resolution. This replaces the earlier limit approved in 2022.
- Creation of charge, mortgage, hypothecation or other security on the company's movable and immovable assets, present and future, in favour of lenders, and powers to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking — special resolution. This is the security cover lenders can take; it does not by itself create a charge.
- The preferential issue of equity shares to the non-promoter category — special resolution.
Voting timeline
- Remote e-voting opens at 09:00 a.m. on Sunday, October 18, 2026 and closes at 05:00 p.m. on Monday, November 16, 2026.
- The cut-off date for eligibility was Friday, October 16, 2026.
- Resolutions are deemed passed on November 16, 2026; results are to be declared on or before Wednesday, November 18, 2026.
Points to note
- The preferential issue, authorised capital increase, borrowing limit and charge creation are proposals recommended by the board to shareholders; they take effect only if the resolutions are passed.
- The borrowing limit is a ceiling on how much can be outstanding at any point of time, not a confirmation that the amount has been borrowed.
- The ESOP allotment and the subsidiary transfer were approved by the board.
Also from Refex Renewables & Infrastructure
Board approves subsidiary stake transfer, ₹16.20 Crore preferential issue, borrowing limit hike
17 Oct 2026
Board approves 3,938 ESOP shares, ₹360/- preferential issue, ₹450 Crore borrowing limit
17 Oct 2026
Board meeting on October 17, 2026 to consider preferential issue of equity shares
14 Oct 2026
More numbers
- Preferential issue aggregate amount₹16,20,00,000/-
- Preferential issue price per share₹360.00/-
- Floor price per share (valuation report)₹356.04/-
- Preferential issue size in sharesUp to 4,50,000 equity shares
- Face value per equity share₹10/-
- Authorised share capital after increase₹50 Crore
- Overall borrowing limit₹450 Crore
- Shares allotted to employees on ESOP exercise3,938 equity shares
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