REC Ltd

Transaction overview

• SPA executed Aug 21, 2026 for sale of Luhri Power Transmission Limited.
• Buyer: Terralight Solar Energy Tinwari Private Limited.
• SPY I ceases to be a subsidiary of RECPDCL/REC Limited.
• Not a related party transaction; not a slump sale.

Consideration and disclosures

• Consideration received: professional fee and reimbursement of expenses.
• Reported value: ₹12,61,898 inclusive of taxes.
• SPA details attached as Annexure-I.

Buyer and governance context

• SPV/bidder not promoter group; MoP guidelines referenced.

Financial results

• Standalone total income: ₹14,331.40 crore.
• Standalone net profit: ₹4,149.46 crore.
• Standalone EPS: ₹15.76.
• Consolidated total income: ₹14,469.49 crore.
• Consolidated net profit: ₹4,192.76 crore.
• Interim dividend: ₹4.25 per share; record date 31 Jul 2026; payable by 23 Aug 2026.
• Final dividend: ₹1.55 per share; record date 14 Aug 2026; payable by 24 Sep 2026.
• Dividend payments to be electronic only; update bank details.
• Unaudited results reviewed by auditors; no modification.

Dividends & governance

• Poonam Chauhan appointed Part-time Independent Director from 21 Jul 2026.
• Mukul Agarwal appointed Internal Auditor from 1 Aug 2026.

Merger with Power Finance Corporation

• Draft merger by absorption with Power Finance Corporation approved.
• Share exchange: 88 PFC shares per 100 REC shares.
• Appointed Date for scheme: Apr 1, 2027; subject to approvals.
• REC shares held by PFC will be extinguished.

Independent director appointment

• Appointment of Smt. Poonam Chauhan as Non-Official Independent Director for three-year term; effective July 20, 2026.
• Appointment conveyed by Ministry of Power, Order dated July 20, 2026.
• Company will complete statutory formalities; SEBI LODR disclosures will follow.

Incorporation of two wholly owned transmission subsidiaries

• Beed Parli and Yavatmal Power Transmission Limited incorporated as wholly owned RECPDCL subsidiaries on July 17–18, 2026.
• Each has ₹5,00,000 authorized and paid-up capital; turnover not applicable.
• Beed Parli project: 765 kV AIS Parli in Beed district.
• Yavatmal project: 400 kV AIS Yavatmal (Babhulgaon) in Yavatmal district.
• Gazette notification Feb 27, 2026 allocated these projects; RECPDCL named BPC.
• RECPDCL appointed BPC for these projects under the Maharashtra gazette.
• 100% cash subscription to equity for both subsidiaries.
• Beed Parli and Yavatmal are related parties of REC Limited via RECPDCL.
• Promoter group has no interests beyond shareholding.
• In future, assets and liabilities transfer to successful bidder after TBCB bid.

Board compliance fines and governance steps

• Fines for SEBI LODR board composition non-compliance total Rs 531,000 (incl GST).
• Basic fine Rs 450,000 plus GST Rs 81,000; total payable Rs 531,000.
• Board noted non-compliance and fines at meeting on June 28, 2026.
• Board to follow up with Ministry of Power to expedite Independent Directors appointment.
• REC, as a government company, has no direct role in director appointment.
• Fines may be waived if compliance is achieved; waiver process described.
• Waiver applications must be filed via NEAPS; 15-day payment requirement.
• Non-compliance under Regulation 17(1A), 17(2), 18(1), 27(2) shows 0 fines.
• Second consecutive quarter of non-compliance could trigger Z group status and trading suspension.
• Total non-compliance matters to be placed before the Board; disclosure via NEAPS required.

Incorporation details

• Kesurdi Power Transmission Limited incorporated on 14 July 2026 as a wholly owned subsidiary of RECPDCL.
• RECPDCL is a wholly owned subsidiary of REC Limited.
• 100% equity subscription in cash; paid-up capital ~₹5 lakh; authorized capital ~₹5 lakh.
• Turnover not applicable as the company is newly incorporated.

Context and governance implications

• Government of Maharashtra Gazette Feb 27, 2026 allocated an intra-state transmission project.
• RECPDCL appointed Bid Process Coordinator for 220 kV GIS Kesurdi.
• Kesurdi is a related party of REC Limited.
• Promoter and promoter group have no interest beyond shareholding.
• Nature of consideration: 100% subscription to equity capital in cash.
• 100% ownership post-acquisition.

Incorporation of subsidiary

• Nawada Durgapur Power Transmission Limited incorporated as a wholly owned subsidiary of RECPDCL.
• Incorporation date: July 10, 2026.
• 100% equity subscribed by RECPDCL; cash consideration at face value.
• Authorized and paid-up capital: ₹5,00,000.
• Turnover not applicable as it is newly incorporated.
• Entity is a related party to REC Limited.
• Project scope: ERES-47 Nawada-Durgapur-Jeerat (New) 76SkV corridor.
• Promoter/group do not have interest other than shareholding.
• Post-selection, assets and liabilities will transfer to the successful bidder.