REC Limited has promoted four senior officials to the position of Executive Director, effective June 28, 2026, subject to the assumption of charge. The appointments were made pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The changes impact the senior management level, which is one tier below the Board of Directors.

Appointments and Profiles

The four newly appointed Executive Directors bring diverse expertise in finance, technology, and engineering. Their brief profiles and previous roles within the organization are detailed below:

Regulatory Disclosures

The disclosure regarding these changes was submitted to the exchanges by Dinesh Garg, Company Secretary & Compliance Officer of REC Limited. The filing confirmed that there are no specific disclosures required regarding relationships between directors, as the section was marked 'Not Applicable'. The appointments are aimed at strengthening the company's leadership across key functional areas.

REC Limited's board approved a scheme of merger by absorption with Power Finance Corporation Limited on June 28, 2026, to create a larger financing entity in the power sector. The merger will result in the absorption of REC into PFC, forming a combined entity with an aggregate loan book of over ₹11 lakh crore. The scheme is subject to approvals from shareholders, creditors, and regulatory authorities, and requires the merged entity to retain its status as a Government Company with the Government of India holding majority voting rights.

Share Exchange Ratio

The board approved a share exchange ratio of 88 equity shares of PFC of ₹10 each fully paid up for every 100 equity shares of REC of ₹10 each fully paid up, with no cash consideration involved in the transaction. The ratio was determined based on a joint valuation report dated June 28, 2026, issued by independent valuers M/s. Ernst & Young Merchant Banking Services LLP and M/s. RBSA Valuation Advisors LLP, supported by fairness opinions from SBI Capital Markets Limited and Nuvama Wealth Management Limited.

Financial Profile of Entities

The merger brings together two major public sector undertakings under the Ministry of Power. The following table outlines the financial standing of both entities for FY 2025-26:

Rationale and Benefits

The merger aims to establish the combined entity as the government's principal institution for implementing power sector reforms and flagship programmes. On a consolidated basis, the merged entity is expected to benefit from improved balance sheet strength, a stronger capital base, and higher operational efficiencies. This will enable large-scale funding and improved credit flow across the power sector value chain, including generation, transmission, distribution, and renewable energy.

Related Party Transaction

REC and PFC are both public sector companies, with PFC holding 52.63% of the share capital of REC on a fully diluted basis. The companies noted that provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding related party transactions are not applicable to transactions between public sector companies. Consequently, no specific approval under Regulation 23 is required for the proposed scheme.

Advisors

Deloitte Touche Tohmatsu India LLP is acting as the Transaction and Tax Advisor, while Cyril Amarchand Mangaldas serves as the Legal Advisor to both PFC and REC. RBSA Valuation Advisors LLP was appointed by PFC and Ernst & Young Merchant Banking Services LLP was appointed by REC to provide joint valuation reports. SBI Capital Markets was appointed by PFC and Nuvama Wealth Management was appointed by REC to provide fairness opinions on the joint valuation reports.