Intimation of receipt of NOC from NSE and BSE in relation to proposed scheme of merger of REC limited with and into Power Finance Corporation Limited

No.: 1:05:138:I:CS Dated: 19.10.2026 National Stock Exchange of India Limited, BSE Limited, Listing Department, Exchange Plaza, Department of Corporate Services, Bandra-Kurla Complex, Bandra (E) Floor -25, PJ Towers, Dalal Street, MUMBAI – 400 051 MUMBAI – 400 001 Sub: Intimation of receipt of No Objection letters from BSE Limited and National Stock Exchange of India Limited in relation to proposed scheme of merger of REC Limited (“Transferor Company”) with and into Power Finance Corporation Limited (“Company” or “Transferee Company”) and their respective shareholders and creditors under sections 230-232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) - Disclosure under Regulation 30 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Ref: Application under Regulation 37 and 59A of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Master Circular No. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103 dated July 11, 2025 Dear Sir/Ma’am, This is with reference to our letter dated June 28, 2026, wherein we had informed about the decision of the respective Board of Directors of the Transferor Company and Transferee Company approving the Scheme, subject to receipt of applicable regulatory and other approvals. In this regard, we wish to inform you that the Company has received No Objection letters from BSE Limited and National Stock Exchange of India Limited on October 19, 2026, respectively, in relation to the Scheme. The Scheme shall remain subject to such other statutory and regulatory approvals and fulfilment of the conditions to the effectiveness of the Scheme, including the approval of the respective shareholders and creditors of the companies involved in the Scheme, as may be required in accordance with the applicable laws and the provisions of the Scheme. The copies of said letters are enclosed herewith, and the same along with this disclosure will also be made available on the Company’s website i.e. https://www.pfcindia.co.in/ensite/Home/VS/10355 Request you to kindly take the same on record. This is for your information and dissemination. Thanking You, Yours faithfully, For Power Finance Corporation Ltd. (Manish Kumar Agarwal) Company Secretary & Compliance Officer mk_agarwal@pfcindia.com NSE/LIST/56221/56222 October 19, 2026 The Company Secretary The Company Secretary REC Limited Power Finance Corporation Limited Dear Sir /Madam, Sub: Observation Letter for draft scheme of Merger amongst REC Limited (“Transferor Company” / “REC”) and Power Finance Corporation Limited (“Transferee Company” / “PFC”) and their respective shareholders and creditors, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013. We are in receipt for captioned draft scheme of amalgamation filed by REC Limited and Power Finance Corporation Limited. Based on our letter reference no. NSE/LIST/56221/56222 dated September 28, 2026, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103 dated July 11, 2025 (as amended from time to time) read with Regulation 94(2), 59A and 94A and Schedule XI of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated October 09, 2026 and October 19, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: SEBI comments in accordance with Regulation 37(1) of SEBI Master Circular dated June 20, 2023. a) The Companies shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme. b) The Companies shall ensure that the Scheme will be effective subject to conditions mentioned in Para 25(1) of the Draft Scheme are fulfilled. c) The Companies shall ensure that in the event of any change in the above conditions including share exchange ratio pursuant to issuance of additional securities to the Government of India, shall be subject to the approval of the Exchanges and the SEBI. d) The Companies shall ensure that the proposed scheme shall come into effect subject to the approval of the RBI. This Document is Digitally Signed Signed by: Shiwani Mundhra Date: Mon, Oct 19, 2026 17:43:30 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/56221/56222 October 19, 2026 e) The Companies shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges. f) The Companies shall ensure compliance with the SEBI circulars issued from time to time. g) The Companies shall duly comply with various provisions of the Circular and ensure that all the liabilities of the transferor Company shall stand transferred to and vested in and be deemed to be transferred to and vested in the transferee company. h) The Companies shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. i) The Companies shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. j) The Companies shall ensure to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 - • Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. • Details of pre-conditions as mentioned in Para 25(1) of the Draft Scheme. • Details of pending approvals from RBI. • Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods. • Basis for arriving at the share swap ratio. • Pre and Post scheme shareholding of transferor and transferee companies as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders. • Capital built-up of transferor and transferee companies since incorporation and last 3 years. • Details of Revenue, PAT and EBIDTA of transferor and transferee companies for last 3 years. • Value of Assets and liabilities of transferor company that are being transferred to transferee company and post-merger balance sheet of transferee company. • Details of potential benefits and risks associated with the amalgamation. This Document is Digitally Signed Signed by: Shiwani Mundhra Date: Mon, Oct 19, 2026 17:43:30 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/56221/56222 October 19, 2026 • Financial implication of the amalgamation on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of transferee company pursuant to merger. k) The Companies shall ensure to disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs. l) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure L of Exchange checklist. m) The Companies shall ensure that the proposed equity shares to be issued in terms of the “Scheme” sha [Showing first 8,000 characters — download PDF for full document]