PFPower Finance Corporation532810Scheme of arrangement

NSE and BSE issue No Objection letters for proposed merger scheme

The company has received No Objection letters from NSE and BSE for the proposed merger of REC Limited into it.

By ScoutQuest · Mon 19 Oct 2026, 10:47 PM IST · 2 min read

NOC letters received on

October 19, 2026

NSE letter validity

six months

Condition for letter effectiveness

subject to RBI approval and settlement of outstanding dues of one of the listed entities involved

Power Finance Corporation has told the stock exchanges that it has received No Objection letters from BSE Limited and the National Stock Exchange of India Limited, both on October 19, 2026, for the proposed scheme under which REC Limited would merge into Power Finance Corporation. REC is the transferor company and PFC the transferee company in the scheme, which is under sections 230 to 232 of the Companies Act, 2013.

Where the scheme stands

• The letters convey the exchanges' no objection to the draft scheme, enabling the company to file it with the NCLT.
• The scheme remains subject to other statutory and regulatory approvals and to the approval of the shareholders and creditors of the companies involved.
• The NSE observation letter is valid for six months from October 19, 2026, within which the scheme has to be submitted to the NCLT.
• The company has to file a compliance status report on each point of the observation letter with the exchange.

Conditions set out in the letters

• The scheme is to come into effect subject to RBI approval.
• The observation letter is conditional: it becomes effective only upon receipt of the requisite RBI approval and settlement of outstanding dues of one of the listed entities involved in the scheme.
• Financials in the scheme, including those used for the valuation report, must not be more than 6 months old.
• The notice to shareholders must carry details such as the need for the merger, synergies, pre-conditions of the draft scheme, pending RBI approvals, the basis of the share swap ratio, the valuation report and fairness opinion, pre- and post-scheme shareholding, capital built-up, and revenue, PAT and EBITDA of both companies for the last 3 years.
• Equity shares to be issued under the scheme must be in demat form only.
• The No Objection letter has to be disclosed on the company's website within 24 hours of receipt.
• No changes to the draft scheme, other than those mandated by regulators, authorities or tribunals, may be made without SEBI's specific written consent.

What it means for a retail holder

• Exchange clearance is one step in a merger process that also runs through shareholder and creditor approvals, RBI approval and the NCLT. The letters themselves say they are not an approval under other laws.
• The conditions listed above are the checkpoints the companies have to satisfy before the scheme can take effect, and they are the ones to track in later disclosures.
• The letters also state that they should not be read as clearing or approving the documents submitted, and the exchanges do not take responsibility for the financial soundness of the scheme.

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