Refex Renewables & Infrastructure Ltd. - Quarterly/Annual Result Disclosures and Notes dated 30 Jun 2020

Notes to Standalone Financial Results:-

1. The above results for the three months ended June 30, 2020 were reviewed by the audit committee and approved by the Board of Directors at their meeting held on October 28, 2020 and subjected to a limited review by the Statutory Auditors of the Company.

2. The information presented above is extracted from the interim condensed financial statements which are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments thereafter.

The format of unaudited quarterly results as prescribed by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by SEBI Circular No. CIR/CFD/FAC/62/2016 dated 5th July 2016, Ind AS and Schedule III to the Companies Act,2013, which are applicable to companies that are required to comply with AS

3. The Company has incurred losses in the current quarter and consequently the net worth has been compeletely eroded as at the balance sheet date. Also refer Note 4 below which fully describes that a major businesses are to be restructured and transferred out on a slump sale basis. Both these factors thereby raise a substantial doubt about the Company's ability to continue on a going concern basis for the foreseeable future. However, the Company has developed alternative business plans and the management is confident of continuing the business in a profitable manner. Accordingly, these financial statements have been prepared on a going concern basis and do not include any adjustments to the recorded amounts of assets/liabilities that may be necessary if the entity is unable to continue as a going concern.

"4. The Company entered into a framework agreement dated June 23, 2020 with South Lake LLC (""South Lake""), Fenice Investment Group LLC (""Fenice""), Pashupathy Shankar Gopalan, Anil Jain, SILRES Energy Solutions Private Limited, Pashupathy Capital Pte Limited, Sherisha Infrastructure Private Limited, Sherisha Technologies Private Limited and Avyan Pashupathy Capital Advisors Private Limited (referred to as the ""Framework agreement""). The Framework agreement intends to restructure and transfer the under construction Commercial and Industrial customers' business and certain other businesses of the Company to SunEdison Energy Solutions Private Limited which is a joint venture between a company proposed to be set up in the United Kingdom by Pashupathy Capital Pte Limited, South Lake and Fenice.

The proposed restructuring is being undertaken to primarily separate the completed projects from the under development projects and transfer the under development projects along with the engineering, procurement and construction (""EPC"") business and the Trademark ""SunEdison"" by way of a slump sale on a going concern basis to SunEdison Energy Solutions Private Limited for a consideration of INR 45 crores. The businesses referred to in such agreement which are going to be structured and transferred include (hereinafter referred to as 'the carve out business');

1) EPC business segment (Rural and C&I) and the Trademark which is an intangible asset of the Company

2) All equity shares held as investments in Ishaan Solar Power Private Limited, SILRES Energy Solutions Private Limited, Megamic Electronics Private Limited and Enercover Energy Recovery Solutions Private Limited . Prior to the transfer of such shares the equity shares held by the Company in SEI Tejas Private Limted will be transferred to Ishaan Solar Power Private Limited

3) Sherisha Solar Private Limited, which is currently held by SIL Rooftop Private Limited (subsidiary of the Company) will be converted into Sherisha Solar LLP. 36% of the partnership interest, constituting 99% of the economic interest, of such LLP will also be transferred

The slump sale is proposed to be completed by way of a Business Transfer Agreement to be executed once the valuation of the businesses and subsidiaries being transferred is undertaken. All of the above steps as disclosed, pursuant to the proposed restructuring, is subject to approval from shareholders who are not related/interested parties to the said restructuring transaction."

5 The World Health Organization declared the outbreak of COVID-19 as a Global Pandemic. Many countries have announced complete or partial shut-downs. The Government of India, on March 24, 2020 had declared complete countrywide lock down. These developments have resulted into significant macro-economic impact, the duration and scale of which remains uncertain and could impact Company’s earnings and cash flows going forward. The Company has made a detailed assessment of its liquidity position including the ability to continue as a going concern. The management believes that it has taken into account all the possible impact of events arising from COVID-19 pandemic in the preparation of the standalone financial results for the quarter ended June 30, 2020 which are not significant. However the impact of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to future economic conditions.

6. Figures for the comparative periods have been regrouped wherever necessary in conformity with the present classification. The figures of last quarter of previous year are balancing figures between the audited figures in respect of full financial year ended March 31, 2020 and the published unaudited year to date figures of nine months ended December 31, 2019.