Outcome of Board Meeting

I~'tllfT f~flI~s REC Limited (tlWI fmlTt qmq ,"",)/(A GovernmeniofIndiaEnterprIse) Regd.Offtce: ~. SCOPECompIe., 7,LodhI Road, New Det1I •110003 Corpoftlt. OffIce: PIoI No. 1.4, Nea, IFFCO Chowk MetroSlBtion. """,,,,, .. 114 ~~ Sector·29. Ourugram • 122001 (Haryena) E~~ _gil Iflf>nI1e~ Tel' +91 124 444 1300 r Website: www.recindla.nIC.ln A MAHARATNA COMPANY CIN . L40101DL 1969001005095 I 05T No.: 06MACR4512R3Z3 Dated: June 28 2026 Listing Department Corporate Relationship Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, I"Floor, Phiroze Jeejeebhoy Towers Bandra ast), Mumbai - 400051. Dalal Street, Fort, Mumbai -400 001. Scri Code-532955 Sub: Outcome of Board Meeting held on June 28,2026. As per the today's Board Meeting ofREC Limited}he following is submitted: 1) In continuation to our letter dated June 23, 2026 and pursuant to Regulation 30 and Regulation 51of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable circulars, rules and/ or regulations of Securities Exchange Board of India ("SEBI"), this is to inform that the Board of Directors of the Company ("Board") at its meeting held on June 28,2026, after considering the recommendations of the Audit Committee and the Independent Directors Committee, has inter-alia considered and approved the scheme ofMerger by absorption amongst Power Finance Corporation Limited ("PFC" /"Transferee Company") and REC Limited ("REC" /"Transferor Company" or "the Company") and their respective shareholders and creditors pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder ("Companies Act"), Section 2(6) and other applicable provisions ofthe Income Tax Act, 2025, the relevant provisions of the Listing Regulations and other applicable laws, regulations and guidelines ("Scheme"). The Scheme, inter-alia, provides for the merger by absorption of REC into PFC with effect from the Appointed Date (as defined under the Scheme) on a going concern basis and the consequent: dissolution ofREC without being wound up; and (II) issuance of Consideration Shares (as defined under the Scheme) to the Eligible Shareholders (as defined under the Scheme) of REC, as on the Record Date (as defined under the Scheme), in accordance with the share exchange ratio, i.e., 88 equity shares of PFC of INR 10/- each fully paid up for every 100 equity shares of REC of INR 10/- each fully paid up and various other matters Regional 0M.ee: Bengaluru, Bhopal, Bhubaneswar, Chennai, Oehradun, Guwahati, Hyderabad, Jaipur, Jammu, Koikata Lucknow, Mumbai, Panchkula, Patna, Raipur, Ranchi, Shillong, Shimla, Thiruvananthapuram &Vijliywada State Offic.. : Vadodara, Varanasi Training Centre : RECInstituteofPowerManagement &Training (RECIPMT), Hyderabad consequential or otherwise integrally connected therewith in the manner set out in the Scheme. The Scheme shall be subject to the necessary regulatory and other approvals, as may berequired. Further, the Scheme shall be filedwith BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") ("NSE" and "BSE" shall be collectively referred as "Stock Exchanges") for obtaining their 'No Objection Letter' in terms of the provisions of Regulation 37 and 59A of the Listing Regulations. The copy of Scheme as approved by the Board ofthe Company would be available on the website of the Company at https:1Iredndia.nic.inl post submitting the same with the Stock Exchanges. The other requisite details as required under the Listing Regulations are enclosed inAnnexure-I. 2) Raising of Funds: Proposal of raising of funds through Private Placement of Unsecured I Secured Non-Convertible Bonds I Debentures of upto n,40,000 crore, subject to the approval of shareholders in the ensuing Annual General Meeting. The funds will be raised, in one or more tranches, during a period of one year from the date of passing of resolution by the shareholders, with the approval of Competent Authority. The Board meeting commenced at 05:25 PM and concluded at 0 Thanking you, Yours faithfully, For REC Limited Encl.: As above. Annexure-1 Particulars Details 1. Name of entity(ies) (i) Transferor Company: REC Limited (“REC” / “the forming part of the Company”): amalgamation/merger, In ₹ crore details in brief such as Net worth for Turnover for FY Particulars size, turnover etc. FY 2025-26 2025-26 Standalone 84,290 59,140 Consolidated 85,054 59,584 (ii) Transferee Company: Power Finance Corporation Limited (“PFC”): In ₹ crore Net worth for Turnover for FY Particulars FY 2025-26 2025-26 Standalone 1,02,532 58,504 Consolidated 1,73,441 1,15,444 2. Whether the transaction REC and PFC are both public sector companies, and PFC would fall within related holds 52.63% of the share capital of REC (on a fully party transactions? If yes, diluted basis). whether the same is done at arms’ length As per Regulation 23(5)(a) of Listing Regulations, the provisions of sub-regulations (2), (3) and (4) of Regulation 23 of Listing Regulations shall not be applicable on transaction between public sector companies. Therefore, no approval under Regulation 23 of Listing Regulations is required for the proposed Scheme and Merger. Further, in terms of General Circular No. 30/2014 dated July 17, 2014, issued by the Ministry of Corporate Affairs, transactions arising out of compromises, arrangements and amalgamations dealt with under specific provisions of the Companies Act, 2013, will not attract the requirements of section 188 of the Companies Act, 2013. Therefore, the proposed merger shall not attract the requirements of Section 188 of the Companies Act, 2013. The share exchange ratio for the proposed merger has been determined based on the joint valuation report dated June 28, 2026, issued by independent valuers, i.e., M/s. Ernst & Young Merchant Banking Services LLP and M/s. RBSA Valuation Advisors LLP, supported by the fairness opinion dated June 28, 2026 submitted by independent SEBI registered merchant bankers, i.e. Nuvama Wealth Management Limited. 3. Area of business of the REC Limited, a Schedule-A Maharatna Central Public entity(ies) Sector Enterprise, under the administrative control of the Ministry of Power, Government of India, is a leading infrastructure financing Non-Banking Financial Company (NBFC), engaged in providing financial assistance across the power sector value chain—including generation, transmission, and distribution—as well as emerging areas such as renewable energy and sustainable infrastructure. REC also finances to the Non-Power Infrastructure sector such as Roads & Highways, Railways, Airports, Ports etc. It also serves as nodal agency for government programs such as Revamped Distribution Sector Scheme and National Program Implementation Agency for PM Surya Ghar Muft Bijli Yojana Power Finance Corporation Limited (PFC), a Schedule- A Maharatna CPSE under the Ministry of Power, is India’s largest government-owned NBFC. Since its inception in 1986, Company has been a key enabler of the country’s power sector growth, offering a range of financing solutions tailored to generation, transmission, and distribution needs - —as well as emerging areas such as renewable energy and sustainable infrastructure. PFC also finances to the Non-Power Infrastructure sector such as Roads & Highways, Railways, Airports, Ports etc.. It also serves as the nodal agency for key government programmes such as the Revamped Distribution Sector Scheme (RDSS), Ultra Mega Power Projects (UMPPs), and the Integrated Power Development Scheme (IPDS). The Company also acts as the Bid Process Coordinator for Independent Transmission Projects (ITPs), further reinforcing its role in sectoral reform. PFC remains at forefront of financing India’s evolving power and infrastructure landscape, supporting both established and emerging technologies. 4. Rationale for The merger of REC into PFC will h [Showing first 8,000 characters — download PDF for full document]