REC Limited's Board of Directors has approved a comprehensive Market Borrowing Programme worth ₹1,60,000 crore for the financial year 2026-27. The approval came during the board meeting held on March 25, 2026, with the specific proposal approved at 10:15 a.m. after the meeting commenced at 9:30 a.m.

Board Meeting Outcome

The board meeting successfully concluded with the approval of the substantial borrowing programme under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company notified both NSE and BSE about the meeting outcome through official communication reference SEC-1/187(2)/2026/2763, signed by Dinesh Garg, Company Secretary and Compliance Officer.

Detailed Borrowing Programme Structure

The approved market borrowing programme encompasses multiple financing instruments with specific allocation limits. The comprehensive plan provides REC Limited with diverse funding options across domestic and international markets.

Comprehensive Instrument Coverage

The domestic bonds and debentures component includes infrastructure bonds, zero coupon bonds, perpetual bonds, subordinate bonds, green bonds, ESG bonds, and capital gains tax exemption bonds under section 54EC of Income Tax Act, 1961. The programme also covers external commercial borrowings including foreign currency term loans, foreign currency bonds, rupee offshore bonds, and export credit assistance.

Additional Facility Provisions

The borrowing programme includes provisions for temporary facilities with amount outstanding for short-term loans of tenure less than 6 months, cash credit, working capital demand loans, overdraft facilities, and corporate credit cards not exceeding ₹20,000 crore at any time during the year. These facilities remain separate from the main market borrowing programme limit.

Strategic Implementation Framework

Funds under the borrowing programme will be raised for different maturities through various instruments, depending upon actual fund requirements, asset-liability position, and prevailing market conditions. The implementation requires approval from competent authority as per powers delegated by the Board of Directors, ensuring proper governance and risk management in fund mobilization activities.

REC Limited has formally addressed the non-compliance fines imposed by stock exchanges NSE and BSE for failing to meet Board composition requirements during the quarter ended December 31, 2025. The Maharatna company's Board of Directors discussed the matter in their meeting held on March 16, 2026, following notices received from both exchanges on February 27, 2026.

Fine Details and Regulatory Breach

Both exchanges imposed identical penalties under Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically targeting non-compliance with Board composition requirements including failure to appoint adequate Independent Directors.

Board's Response and Waiver Request

The Board acknowledged the non-compliance position and fines imposed by both stock exchanges. Key decisions taken during the March 16, 2026 meeting included:

• Regular follow-up with Ministry of Power, Government of India to expedite Independent Director appointments
• Formal request to exchanges for fine waiver
• Appeal against imposition of future penalties

The Board emphasized that appointment responsibility lies beyond company control, with no violation attributable to REC Limited's actions.

Government Company Constraints

REC Limited highlighted its unique position as a Government company where director appointments follow constitutional procedures. According to the company's Articles of Association, the power to appoint Independent Directors vests with the President of India through the administrative Ministry of Power. The company maintains no direct role in the appointment process, making compliance dependent on government decision-making timelines.

Exchange Requirements and Deadlines

Both exchanges have mandated payment within 15 days of their February 27, 2026 notices. The exchanges also outlined waiver application procedures:

• Applications must be submitted through designated online portals
• Processing fee of ₹10,000 plus 18% GST required for fines exceeding ₹5,000
• Compliance achievement prerequisite for waiver consideration
• Detailed reasoning and personal hearing requests permitted

The company has been advised that continued non-compliance could result in additional penalties and potential trading restrictions.

Source: None/Company/INE020B01018/0df2ff94-4384-4bb1-b5fc-72f0d8a31ab3.pdf