REC Gets Exchange No-Objection Letters for Merger into Power Finance Corporation

REC Limited told the exchanges it received No Objection Letters from BSE Limited and the National Stock Exchange of India on 19 October 2026 for the proposed scheme of merger of REC (the Transferor Company) with and into Power Finance Corporation (the Transferee Company). The scheme is being pursued under Sections 230–232 of the Companies Act, 2013, and the disclosure was made under Regulation 30 of the SEBI Listing Regulations.

The filing refers back to a letter dated 28 June 2026, when the boards of REC and PFC approved the scheme subject to regulatory and other approvals. The NOCs mark the exchanges' observation stage, clearing the way for the companies to file the draft scheme before the National Company Law Tribunal (NCLT).

The NSE observation letter attached to the filing records that approval from the sectoral regulator, the RBI, is still pending, and that one of the listed entities involved in the scheme has outstanding dues. On that basis, the letter states it "shall become effective only upon receipt of the requisite RBI approval and settlement of such dues" by the listed entities.

The scheme also remains subject to the approval of the respective shareholders and creditors, along with other statutory and regulatory conditions and the pre-conditions set out in the draft scheme.

The exchange letter sets out an extensive list of disclosures the companies must make to shareholders and to the NCLT: the rationale and synergies of the merger, the basis of the share-swap ratio, details of the registered valuer and merchant banker, pre- and post-scheme shareholding, the value of assets and liabilities being transferred, the post-merger balance sheet, and any pending adjudication or enforcement proceedings. SEBI also flagged that any change to the share exchange ratio arising from issuance of additional securities to the Government of India would require fresh exchange and SEBI approval.

The filing does not disclose the share-swap ratio, valuation figures, or financial terms of the merger.

REC said copies of the letters are available on its website and that the NOCs enable the next step — filing the draft scheme with the NCLT. The exchanges reserved the right to raise objections at any later stage and noted that issuing the observation letter does not constitute approval of the scheme's financial soundness.