No-objection letters from NSE and BSE received for proposed merger into Power Finance Corporation
The company has received No Objection Letters from BSE Limited and NSE on October 19, 2026 for the proposed scheme of merger of REC Limited with and into Power Finance Corporation Limited.
By ScoutQuest · · 4 min read
- NOC Received Date
- October 19, 2026
- NSE Observation Letter Validity
- six months from October 19, 2026
- Pending Approvals
- RBI approval and settlement of outstanding dues
The company has informed the exchanges that it received No Objection Letters from BSE Limited and National Stock Exchange of India Limited on October 19, 2026 in relation to the proposed scheme of merger of REC Limited (Transferor Company) with and into Power Finance Corporation Limited (Transferee Company) and their respective shareholders and creditors under sections 230-232 of the Companies Act, 2013. The letters enclose SEBI's comments on the draft scheme, which the exchanges have passed on to the companies.
What each exchange letter says
- BSE states it has no adverse observations with limited reference to matters having a bearing on listing, de-listing and continuous listing requirements, so as to enable the company to file the scheme before the NCLT.
- NSE conveys its "no objection" in terms of Regulation 37 and 59(A) of SEBI (LODR) Regulations, 2015, so as to enable the company to file the draft scheme with the NCLT.
- Both exchanges reserve the right to raise objections at any stage if information submitted is found incomplete, incorrect, misleading or false.
Conditions attached to the clearance
- NSE states the observation letter is conditional upon receipt of approval from the sectoral regulator, RBI, and notes that one of the listed entities involved in the scheme has outstanding dues. The letter becomes effective only upon receipt of the requisite RBI approval and settlement of such dues by the listed entities.
- The scheme will be effective subject to the conditions mentioned in Para 25(1) of the Draft Scheme being fulfilled.
- No changes to the draft scheme, other than those mandated by regulators, authorities or tribunals, may be made without SEBI's specific written consent.
- Any change in the conditions, including the share exchange ratio following issuance of additional securities to the Government of India, will be subject to approval of the exchanges and SEBI.
- Creditors' consent must be obtained as required under applicable law.
What shareholders will be shown before they vote
- The need for the merger, rationale, business synergies, impact on shareholders and a cost-benefit analysis of the scheme.
- Details of pre-conditions in Para 25(1) of the Draft Scheme and of pending approvals from RBI.
- Details of the registered valuer issuing the valuation report and the merchant banker issuing the fairness opinion, the methods used to arrive at the share-swap ratio and the basis for that ratio.
- Pre- and post-scheme shareholding of both companies as on the date of the shareholders' meeting notice, plus capital built-up since incorporation and for the last 3 years.
- Revenue, PAT and EBIDTA of both companies for the last 3 years, and the value of assets and liabilities being transferred along with the post-merger balance sheet of the transferee company.
- Potential benefits and risks of the amalgamation and its financial implication on promoters and public shareholders.
- All pending actions against the entities, their promoters, directors and key managerial personnel.
Operational instructions from the exchanges
- Financials in the scheme, including those used for the valuation report, must not be for a period more than 6 months old.
- Equity shares to be issued under the scheme must be in demat form only.
- The No-Objection letters are to be placed on the company's website within 24 hours of receipt.
- The observation letters are valid for six months from October 19, 2026, within which the scheme must be submitted to the NCLT.
- The company must file a compliance status report confirming compliance with each point of the observation letter.
What this means for a retail holder
- This is a procedural step in the merger route: the exchange clearances needed before the scheme can be taken to the NCLT for approval have been received.
- The scheme is not yet effective. It still needs shareholder and creditor approval as may be required, RBI approval, and the NCLT process, and NSE's letter is expressly conditional on the RBI approval and settlement of dues.
- The share swap ratio and the financial details of both companies are to be disclosed in the explanatory statement sent with the shareholder notice, which is where the terms of the merger can be reviewed.
- The title of the shares, once issued under the scheme, will be in demat form only.
Also from REC
Three power transmission subsidiaries incorporated under RECPDCL
23 Oct 2026
Board meeting on October 26 to consider September-quarter results and 2nd interim dividend
21 Oct 2026
Project SPV Nawada Durgapur Power Transmission sold and transferred to successful bidder
16 Oct 2026
More numbers
- Maximum age of financials used in the scheme and valuation report6 months
- Validity of the observation letter from its datesix months
- Time to put the No-Objection letters on the company website24 hours
- Period for which Revenue, PAT and EBIDTA of both companies must be disclosedlast 3 years
Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.