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.

PTC India Limited has issued a comprehensive postal ballot notice dated February 18, 2026, seeking shareholder approval for major corporate governance restructuring through seven resolutions that will fundamentally alter the company's ownership and management structure.

Key Resolutions for Shareholder Approval

The postal ballot encompasses seven critical resolutions, with six special resolutions focused on amending the Articles of Association and one ordinary resolution addressing leadership changes:

Major Ownership Structure Changes

The proposed amendments stem from an Office Memorandum dated January 16, 2026, from the Ministry of Power, Government of India, which mandates significant changes to PTC India's promoter structure. Under the current arrangement, four Central Public Sector Undertakings (CPSUs) - NTPC Limited, NHPC Limited, Power Finance Corporation Limited, and Powergrid Corporation of India Limited - serve as promoters with special rights.

The key changes include making NTPC the sole promoter while the other three promoters will withdraw their nominee directors and relinquish their promoter rights. This restructuring will also grant NTPC the right to appoint its CMD as Non-Executive Chairman of PTC India, while the Ministry of Power may continue to nominate one director at its discretion.

Leadership Structure Transformation

A significant governance change involves splitting the current Chairman & Managing Director position into two separate roles. Dr. Manoj Kumar Jhawar, who was appointed as Chairman & Managing Director with effect from May 13, 2025, will be redesignated as Managing Director. His office will become liable to retire by rotation, while maintaining the same terms and conditions of appointment and remuneration approved in the 26th Annual General Meeting held on August 8, 2025.

Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facilities for shareholders. The voting process details are as follows:

The postal ballot notice is being sent exclusively through electronic mode to members whose email addresses are registered with the company, depositories, or depository participants as of the cut-off date. Physical copies of the notice and postal ballot forms are not being distributed, in compliance with applicable regulatory circulars.

Regulatory Compliance and Governance Impact

These amendments align with the company's commitment to enhanced corporate governance practices. The separation of Chairman and Managing Director roles is considered a critical component of robust corporate governance and is advocated by proxy advisors as a market best practice. The restructuring will also require the three withdrawing promoters to seek reclassification as non-promoters under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The resolutions, if passed by requisite majority, will be deemed effective on March 20, 2026. Results will be announced following the scrutinizer's report and will be displayed on the company's website, NSDL's website, and communicated to BSE Limited and National Stock Exchange of India Limited where PTC India's securities are listed.