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PFC · Power Finance Corporation Limited · NSE · Filed 19 Oct · 2 min read

PFC-REC merger clears exchange gate as BSE and NSE issue no-objection letters

Power Finance Corporation received no-objection letters from BSE and NSE on 19 October 2026 for the merger of REC into PFC, but the clearance remains conditional on RBI approval, settlement of outstanding dues and shareholder consent.

What was filed

Power Finance Corporation (PFC) told the exchanges it has received No Objection letters from both BSE Limited and the National Stock Exchange of India Limited, each dated 19 October 2026, for the proposed merger of REC Limited (the "Transferor Company") with and into PFC (the "Transferee Company"). The merger is being pursued under Sections 230–232 of the Companies Act, 2013.

The filing refers to PFC's earlier letter of 28 June 2026, when the boards of both companies approved the Scheme subject to regulatory and other approvals. The no-objection letters clear the way for PFC to file the draft scheme with the National Company Law Tribunal (NCLT).

The clearance is conditional, not final

The NSE observation letter is explicit that this is a step rather than a conclusion. Because approval from the sectoral regulator, the RBI, is pending — and because one of the listed entities involved has outstanding dues — the letter is conditional, and "shall become effective only upon receipt of the requisite RBI approval and settlement of such dues."

Beyond RBI sign-off, the Scheme remains subject to approval of the respective shareholders and creditors of both companies, and to the NCLT process. The exchange set a six-month window from 19 October 2026 within which the Scheme must be submitted to the NCLT. SEBI's comments also require the companies to disclose, in the notice to shareholders, the rationale for the merger, the basis for the share swap ratio, the valuation methodology, pending RBI approvals, and pre- and post-merger shareholding — including any change in the share exchange ratio arising from issuance of additional securities to the Government of India.

Why the structure matters

The Scheme folds REC — currently a separate listed entity — into PFC, with all liabilities of REC to stand transferred to and vested in PFC. The filing does not disclose the share swap ratio, the valuation figures, or the financial details of either company; those are to be set out in the shareholder notice and accompanying documents, not in this intimation. The equity shares to be issued under the Scheme are to be in demat form only.

No-objection letters received
19 October 2026
Validity window to file with NCLT
Six months from 19 October 2026

For holders of either PFC or REC, the no-objection letters move a board-approved merger past an exchange gate, but the filing stresses the clearance is conditional on RBI approval, settlement of outstanding dues, and shareholder, creditor and NCLT consent — and the share swap ratio and valuation are not disclosed here.

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