PTC India Issues Postal Ballot Notice for Major Corporate Governance Restructuring
PTC India Limited has issued a postal ballot notice dated February 18, 2026, seeking shareholder approval for seven resolutions including six special resolutions to amend Articles of Association and one ordinary resolution for leadership changes. The key changes involve making NTPC the sole promoter while other promoters relinquish rights, and changing Dr. Manoj Kumar Jhawar's designation from Chairman & Managing Director to Managing Director. Remote e-voting will be conducted from February 19 to March 20, 2026, through NSDL platform.
*this image is generated using AI for illustrative purposes only.
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:
| Resolution No. | Description | Type |
|---|---|---|
| 1 | Alter definition of "Promoters" in Article of Association | Special |
| 2 | Alter Article 113 (Nominee Director provisions) | Special |
| 3 | Alter Article 117 (Remuneration of Directors) | Special |
| 4 | Alter Article 129 (Appointment of Chairman/CMD/Directors) | Special |
| 5 | Alter Article 133 (Quorum at Board Meeting) | Special |
| 6 | Alter Article 178 (Promoter's Agreement) | Special |
| 7 | Change designation of Dr. Manoj Kumar Jhawar from CMD to MD | Ordinary |
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:
| Parameter | Details |
|---|---|
| Cut-off Date | Friday, February 13, 2026 |
| Voting Commencement | Thursday, February 19, 2026 at 9:00 AM |
| Voting Conclusion | Friday, March 20, 2026 at 5:00 PM |
| Scrutinizer | Mr. Ashish Kapoor (FCS No. 8004 & CP No. 7504) |
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.
Historical Stock Returns for PTC India
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +0.08% | -7.81% | +11.89% | -6.34% | +22.97% | +143.95% |
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