REC Ltd

REC Ltd — Closure of Trading Window

Governance update

• Board noted non-compliance with board and committee composition for quarter ended June 30, 2026.
• Board met Sept 19, 2026 to review non-compliance and related fines.
• Regular follow-up with the Ministry of Power to expedite Independent Director appointments.
• Appointment authority for Independent Directors rests with the President of India via the Ministry of Power.
• Company seeks potential waiver of fines; final outcome pending.

Sale and transfer details

• SPA executed between RECPDCL and the successful bidder on Sep 28, 2026.
• Consideration for transfer: INR 55,919,024 inclusive of taxes.
• Acquisition completed; Balsane Power Transmission Limited transferred to Resonia Limited.
• SPY I subsidiary ceases to be a RECPDCL/REC Limited subsidiary.
• Buyer: Resonia Limited; not part of promoter group.
• Not a related party transaction.
• Not a slump sale; price determined per government guidelines.
• Turnover contribution of the unit last financial year: negligible.

Sale of SPY subsidiary

• SPA executed on Sept 26, 2026 for transfer to HG Infra Engineering Limited.
• Consideration is ₹18,849,228 inclusive of taxes, including professional fees and expense reimbursements.
• Transferred with all assets and liabilities; SPY ceases to be subsidiary of RECPDCL and REC.
• Successful bidder is HG Infra Engineering Limited and is not in the promoter group.
• Transaction is not a related party transaction and is at arm's length.
• Not a slump sale; valuation follows Ministry of Power guidelines.
• Last financial year, the unit contributed negligible turnover.
• Ranipur Chunar Power Transmission Limited held 50,000 equity shares.

Sale and transfer of project subsidiaries

• SPAs executed on Sep 23, 2026 for Barmer HVDC and Sakoli SPY subsidiaries.
• Total consideration: Barmer ₹18,97,52,835; Sakoli ₹3,05,84,508 (tax inclusive).
• Buyers: Barmer SPV – Power Grid Corporation of India Limited; Sakoli SPV – Ashoka Buildcon Limited.
• Transaction not related party; buyers are not promoter group.
• Not a slump sale; consideration per Ministry of Power guidelines.
• Subsidiaries cease to be subsidiaries of RECPDCL/REC Limited.
• Transfer includes all assets and liabilities of the SPY subsidiaries.
• Effective date of transfer: September 23, 2026.

Cessation of Part-time Independent Directors

• Dr. Anil Kumar Gupta — Part-time Non-Official Independent Director; tenure ended Sept 21, 2026; ceased Sept 22, 2026.
• Dr. Kanchiappan Ghayatbri Devi — Part-time Non-Official Independent Director; tenure ended Sept 21, 2026; ceased Sept 22, 2026.

Executive Director appointment

• Appointment of Ms. Isha Duhan, IAS, as Executive Director, effective September 10, 2026.
• Profile: IAS officer from UP cadre, 2014 batch; holds Biotechnology and Gender Development Studies degrees.
• Reason for change: Appointment to Executive Director role.
• Relationship disclosures: Not applicable.

Sale of Musalgaon Power Transmission Limited subsidiary

• Transfer of Musalgaon Power Transmission Limited, a project-specific SPY subsidiary, to bidder.
• SPA executed September 9, 2026 between RECPDCL and successful bidder.
• Buyer: Maharashtra State Electricity Transmission Company Limited; not promoter group.
• Sale consideration: ₹12,089,930 inclusive of taxes.
• EFFECT: RECPDCL/REC no longer own SPY subsidiary; transfer completed on Sep 9, 2026.
• No related party transaction; not a slump sale; price determined per Ministry of Power guidelines.
• Turnover/ revenue negligible from the unit in last financial year.
• Not a sale under Scheme of Arrangement; not part of promoter-related group.
• Disclosure context: SPY is not a subsidiary post-transfer.

Filing Status

• C&AG appoints two statutory auditors for 2026-27: G. S. Mathur & Co. and S. K. Mehta & Co.
• Letter dated Sept 7, 2026 conveyed the appointment.

Transaction details

• Target: REC Limited.
• Acquirer: Life Insurance Corporation of India (LIC) Central Office, Mumbai; PAC: none disclosed.
• Promoter group: No.
• Exchanges: NSE and BSE.
• Pre-acquisition holding: 13,14,87,799 shares, 4.993% of voting capital.
• Acquired: 9,93,000 shares (0.038%), market purchase on 07.09.2026.
• Post-acquisition holding: 13,24,80,799 shares, 5.031%.
• Equity capital before/after: 26,33,22,40,000.00; no change.