Key Details

Symbol (NSE): Not Specified

Symbol (NSE): Not Specified

Corporate Action: Merger (Amalgamation)

Record Date: Not Specified

Nature of Scheme: Merger of REC Limited (Transferor Company) with and into Power Finance Corporation Limited (Transferee Company) under sections 230-232 of the Companies Act, 2013

Entities Involved:

  • Transferor Company: REC Limited
  • Transferee Company: Power Finance Corporation Limited

Demerged Company: Not Applicable (Merger)

Resulting Company: Power Finance Corporation Limited (after merger)

Share Entitlement Ratio: Not Specified

Implied Capital Structure Impact: Not Specified

Post-Allotment Listing Plan: Not Specified

Regulatory and Approval Status

NCLT approval status: Pending - Scheme to be filed with NCLT

Shareholder approval status: Pending

Creditor approval status: Pending

SEBI/Stock Exchange observations: Received with conditions

RBI approval status: Pending - Critical precondition

Effective Date: Not Specified

SEBI and Stock Exchange Conditions

The no objection letters from BSE (DCS/AMAL/RD/R37/285/2026-27 and DCS/AMAL/RD/R59A/286/2026-27) and NSE (NSE/LIST/56221/56222) dated October 19, 2026 are conditional and require:

  • Disclosure of all ongoing adjudication, recovery proceedings, prosecution, and enforcement actions against companies, promoters, and directors
  • Fulfillment of conditions mentioned in Para 25(1) of the Draft Scheme
  • RBI approval as mandatory precondition for scheme effectiveness
  • No changes to share exchange ratio without SEBI and exchange approval
  • Compliance with all SEBI circulars issued from time to time
  • Financials in scheme not more than 6 months old
  • All equity shares issued under scheme to be in demat form only
  • Scheme validity of six months from October 19, 2026 (until April 19, 2027)

Comprehensive Shareholder Disclosure Requirements

SEBI mandates disclosure of the following in explanatory statements:

  • Need for merger, rationale, synergies, impact on shareholders, and cost-benefit analysis
  • Details of pre-conditions from Para 25(1) of Draft Scheme
  • Pending RBI approvals
  • Registered Valuer and Merchant Banker details, valuation methods, and rationale
  • Basis for share swap ratio
  • Pre and post-scheme shareholding patterns with rationale for changes
  • Capital built-up since incorporation and last 3 years
  • Revenue, PAT, and EBITDA for last 3 years
  • Value of assets and liabilities being transferred and post-merger balance sheet
  • Potential benefits and risks of amalgamation
  • Financial implications on promoters, public shareholders, and companies
  • Future growth prospects post-merger

Financial Rationale

Not Specified (to be disclosed to shareholders as per SEBI requirements)

Impact on Shareholders

Not Specified (to be disclosed to shareholders as per SEBI requirements)