PTC India Limited has announced the results of its postal ballot voting process, revealing a mixed outcome with four out of seven proposed resolutions receiving shareholder approval. The company disclosed these results on March 21, 2026, in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Voting Process Overview

The postal ballot process was conducted entirely through electronic voting, with the e-voting period spanning from February 19, 2026 (9:00 AM IST) to March 20, 2026 (5:00 PM IST). The company engaged National Securities Depository Limited (NSDL) to provide the e-voting platform, while Ashish Kapoor & Associates served as the scrutinizer to ensure a fair and transparent voting process.

Approved Resolutions

Four resolutions successfully secured the required majority from shareholders:

Resolution 1 - Alteration of "Promoters" definition in Articles of Association received overwhelming support with 99.97% votes in favor. Resolution 3 - Amendment to Article 117 of Articles of Association was approved with 99.96% favorable votes. Resolution 6 - Alteration of Article 178 of Articles of Association passed with 99.97% support. Resolution 7 - Changes to the designation/terms of appointment of Dr. Manoj Kumar Jhawar (DIN: 07306454), Chairman & Managing Director, was approved with 99.96% votes in favor.

Rejected Resolutions

Three special resolutions failed to achieve the necessary majority:

These three resolutions, despite receiving majority support, failed to meet the higher threshold required for special resolutions under the Companies Act, 2013.

Shareholder Participation Analysis

The voting process witnessed significant participation across different shareholder categories. The Promoter and Promoter Group, holding 4,80,00,000 shares, participated with 100% voting turnout and unanimously supported all resolutions. Public Institutions, with 10,78,27,238 shares, achieved 87.17% participation, while Public non-institutions showed 4.30% participation from their 14,01,81,083 shareholding.

Overall, approximately 50.01% of the total outstanding shares participated in the voting process, demonstrating substantial shareholder engagement. The scrutinizer's report noted instances of split voting and short voting by some shareholders across various resolutions.

Regulatory Compliance and Documentation

The company has fulfilled all regulatory requirements by filing the voting results with stock exchanges and making them available on both the company's website ( www.ptcindia.com ) and NSDL's portal. The postal ballot notice was distributed electronically to all eligible shareholders on February 18, 2026, with newspaper advertisements published in Business Standard in both English and Hindi on February 19, 2026. The scrutinizer Ashish Kapoor (FCS: 8002) submitted the final report confirming the transparent conduct of the e-voting process.

PTC India Limited has announced the immediate cessation of Director Shri Rajneesh Agarwal from its Board of Directors, effective March 2, 2026. The development follows NHPC Limited's formal withdrawal of his nomination through a letter dated March 2, 2026, received by the company on March 3, 2026.

Corporate Restructuring Initiative

The directorial change is part of a comprehensive corporate restructuring mandated by the Ministry of Power through its Office Memorandum dated January 16, 2026. This directive emerged from a meeting chaired by the Secretary (Power) on December 30, 2025, addressing various issues related to PTC India Limited.

Promoter Structure Changes

Under the new arrangement, NTPC will assume the role of sole promoter of PTC India, while other existing promoters, including NHPC, must withdraw their nominee directors and relinquish their promoter rights. This restructuring represents a significant shift in the company's ownership and governance structure.

NHPC Limited has formally communicated two key actions in compliance with the Ministry directive:

• Withdrawal of its nominee director from PTC India's Board with immediate effect
• Relinquishment of its status and rights as a promoter of PTC as outlined in the company's Articles of Association

Regulatory Compliance Requirements

The restructuring will necessitate amendments to PTC India's Articles of Association to reflect the new promoter arrangement. Following these amendments, the company will be required to reclassify NHPC Limited from the "Promoter" category to the "Non-Promoter" category in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure and Documentation

PTC India has fulfilled its disclosure obligations under Regulation 30 of SEBI Listing Regulations by informing both BSE Limited and National Stock Exchange of India Limited about the directorial change. The company has also published the information on its official website at www.ptcindia.com as part of its transparency commitments.

The formal communication from NHPC's Executive Director, SBD&C, Abhayanand Thakur, confirms the company's compliance with the Ministry of Power's directive and its commitment to facilitating the smooth transition of PTC India's promoter structure.