The Board of Directors hereby submits the report of the business and operations of your Company (“the Company” or “PTC India Limited” or “PTC”) along with
the Audited Financial Statements of the Company for the financial year ended 31^st March, 2026.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company are given in the table below.

i) The above statements are extracted from the Standalone and Consolidated
Financial Statements which have been prepared in accordance with
the applicable Accounting Standards notified under Section 133 of the
Companies Act 2013 (‘Act’) and the relevant rules issued thereunder
read with the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015 (hereinafter referred as
“SEBI Listing Regulations”) and the other accounting principles generally
accepted in India. The Standalone and Consolidated Financial Statements
forms part of the Annual Report.

ii) As on 31^st March, 2026, your Company has one subsidiary company namely
PTC India Financial Services Limited (“PFS”).

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRSi) Standalone Financial Statements

The trading volumes were higher by 12% this year at 92,802 MUs as against
82,751 MUs during the previous year with a turnover (including other
income) of ' 16,619.82 Crore for FY 2025-26 as against ' 15,644.52 Crore
for FY 2024-25. Your Company has earned a Profit after Tax of ' 397.04
Crore as against ' 854.78 Crore (including post-tax profit of ' 457.39 Crore
from disinvestment of PEL) in the previous year.

ii) Consolidated Financial Statements

The consolidated turnover (including other income) of the group is '
17,137.77 Crore for the Financial Year 2025-26 as against ' 16,277.22
Crore for the Financial Year 2024-25. The Consolidated Profit after Tax
(after minority interest) from continuing and discontinued operation of the
group is ' 605.63 Crore for the Financial Year 2025-26 as against ' 900.25
Crore (including post-tax profit of ' 241.72 Crore from disinvestment of
PEL) for the Financial Year 2024-25.

RESERVES

Out of the profits of the Company, a sum of ' 119.48 Crore has been transferred
to General Reserves during FY 2025-26. Total Reserves & Surplus of the
Company are ' 4,433.83 Crore (including securities premium) as at 31^st March,
2026.

DIVIDEND

In order to maximize the shareholder’s value, the Board of Directors of the
Company in its meeting held on 14^th February, 2026 has declared the Interim
Dividend @ 30% for the Financial Year 2025-26 i.e., ' 3.00 per equity share
of ' 10 each and same has been paid. The Interim Dividend resulted in a cash
outflow of ' 88.80 Crore.

The Board of Directors of your Company are pleased to recommend for your
consideration and approval, a final dividend @ 55% for the Financial Year 2025¬
26 i.e., ' 5.50 per equity share of ' 10 each. The final dividend, if approved, at
the ensuing AGM will result in a cash outflow of ' 162.80 Crore.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has
adopted dividend distribution policy and the same is placed on the website of the
Company and can be accessed through the following link: https://www.ptcindia.
com/wp-content/uploads/2020/04/Dividend-Distribution-Policy.pdf

NET WORTH AND EARNINGS PER SHARE (EPS) ON A STANDALONE
BASIS

As on 31^st March 2026, the net worth of your Company is ' 4,729.84 Crore as
compared to ' 4,766.69 Crore as on 31^st March 2025.

EPS of the Company for the year ended 31^st March 2026 stands at ' 13.41 in
comparison to ' 28.88 for the Financial Year ended 31^st March 2025. The EPS
has mainly decreased due to exceptional profit from the disinvestment of PTC
Energy Limited (wholly owned subsidiary) in the previous Financial Year i.e. FY
2024-25.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial
position of the Company which have occurred from the end of the financial year
of the Company to which the financial statement relates i.e. 31^st March 2026 till
the date of this report.

Subsequent to the closure of FY 2025-26, the Board of Directors at their meeting
held on 4 August, 2026, has declared an interim dividend @ Rs. 23/- per
equity share for the FY 2026-27 on the equity shares of the Company out of
the surplus in the profit and loss account (retained earnings) of the Company.
The interim dividend will result in a cash outflow of '680.82 Crore, thereby
reducing the available cash balances and accumulated reserves of the Company
by an equivalent amount after the balance sheet date.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year
under review.

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change has taken place with regard to capital
structure of the Company.

As on 31^st March 2026, PTC has an Authorized Share Capital of' 750,00,00,000
and paid-up share capital of ' 296,00,83,210 divided into 29,60,08,321 equity
shares of ' 10 each. The equity shares of your Company are listed on the ‘BSE
Limited’ (“BSE”) and ‘National Stock Exchange of India Ltd.’ (“NSE”). The
promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd.
(POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd.
(NHPC) individually holds 4.0539% each or 16.2156% collectively of the paid-
up and subscribed equity share capital of your Company and the balance of
83.7844% of the paid-up and subscribed equity share capital of your Company is
held by Power Sector Entities, Financial Institutions, Life Insurance Corporation
of India, other Insurance Companies, Banking Institutions, Corporations,
Investment Companies, Foreign Institutional Investors, Private Utilities and
others including public at large.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing
the salient features of the financial statement of the Company’s subsidiaries,
associates and joint ventures entities given in Form AOC-1 is annexed to this
report at Annexure 1. There has been no material change in the nature of the
business of the subsidiary.

Holding Company

The Company does not have any holding company.

Subsidiary CompaniesPTC India Financial Services Limited (PFS)

PFS is a listed subsidiary of your Company incorporated on 08^th September 2006
in New Delhi wherein PTC holds a 64.99% stake and has invested ' 754.77 Crore.
PFS is listed on NSE & BSE and has been classified as an Infrastructure Finance
Company (IFC) by the Reserve Bank of India. PFS recorded total income of ' 518.25
Crore during FY 2025-26 which is down by 19% as compared to last year’s revenue
of ' 638.00 Crore. Interest income for FY 2025-26 has decreased to ' 470.55 Crore
for FY 2025-26 as against previous year’s ' 621.83 Crore. The profit before tax is '
389.70 Crore for FY 2025-26 as against ' 278.52 Crore in FY 2024-25 and profit
after tax is ' 319.36 Crore for FY 2025-26 as against ' 217.05 Crore in FY 2024-25.
The increase in Profit after tax is mainly due to reversal of impairment provision of '
151.03 Crore during FY 2025-26. Earnings per share for FY 2025-26 stood at ' 4.97
per share. The Statutory Auditor of PFS is M/s. Ravi Rajan & Co., LLP.

PTC Energy Limited (PEL)- ceased to be subsidiary during FY 2024-25

As per the terms of the bid, the Company received total sales consideration of
' 1175.75 Crore (net of costs to sell) and consequently recorded a profit of '
521.63 Crore as “Exceptional Items” in the Statement of Profit & Loss for the
year ended 31^st March, 2025.

Investment in other companies (Amount released up to 31st March 2026)

• Your Company invested ' 150.00 Crore in Athena Energy Ventures Private
Limited (AEVPL). Since the projects of this Investee Company could not be
commissioned in time and considering other related factors and fair value,
a reduction of ' 149.97 Crore towards the investment had been accounted
over earlier years.

During the year, following NCLT’s order extinguishing all shareholdings of
AEVPL, the Company has written off its investment in AEVPL.

• Sikkim Urja Limited (“SUL”) (earlier known as Teesta Urja Limited)
implemented a project of 1200 MW Teesta III Hydro Electric Project
and the company has an equity investment of ' 180.30 Crore in SUL.
Following a flash flood caused by a cloudburst on October 4, 2023, which
severely impacted the project, the Company reassessed the fair value of its
investment at ' 99.03 Crore as on March 31, 2024, down from fair value
of ' 221.10 Crore as on March 31, 2023. The resulting decline of' 122.07
Crore was recorded in Other Comprehensive Income for FY 2023-24.

During FY 2024-25, the major stakeholder of SUL i.e. Sikkim Power
Investment Corporation Limited (SPICL), holding 60.08% of the
shareholding, has transferred its entire shareholding to Greenko Energies
Private Limited. Based on the value of aforementioned transaction, status
of the project and other relevant information available with the Company,
the fair value of investment in SUL has been assessed by the Company at '
93.45 Crore as on March 31, 2025, resulting in an additional reduction of
' 5.58 Crore from the carrying value as at March 31, 2024. This adjustment
has also been recognized in Other Comprehensive Income during the year
ended March 31, 2025.

Although the plant is making progress and it is expected that the Plant will
start partial generation in FY 2026-27 and full generation in FY 2029-30,
considering that the power generation from the project has not yet started
and there are uncertainties involved in the project, the Company has
concluded to continue the investment at the same value of ' 93.45 Crore.

• Your Company invested ' 12.50 Crore in Hindustan Power Exchange
Limited (earlier named Pranurja Solutions Limited) with other equity
partners i.e. BSE Investments Limited and ICICI Bank for development
of a new Power Exchange. The company got its license from CERC on 12^th
May 2021.

• Your Company held equity investment in RS India Global Energy Ltd
(RSIGEL) at a carrying value of ' 1/-. Given that RSIGEL’s financial
statements have not been considered for consolidation since FY 2014-15
due to non-availability of the same and the Company have no representation
in RSIGEL’s management, the Company has concluded that RSIGEL does
not qualify as an associate in accordance with IND AS 28.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and on
an arm’s length basis and do not attract the provisions of Section 188 of the Act.
During the year, the Company had not entered into any contract/ arrangement/
transaction with related parties which could be considered material in accordance
with the policy of the company on materiality of related party transactions.

Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the
Act, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended 31^st March,
2026, the applicable accounting standards have been followed and there are
no material departures from the same;

b. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company as at 31^st March, 2026 and of the profit of the company for the
year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a
going concern basis;

e. The Directors had laid down the internal financial controls to be followed
by the Company and that such internal financial controls are adequate and
were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference
to financial statements. The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence
to the Company’s policies, safeguarding of its assets, the prevention of and
detection of fraud and errors, the accuracy & completeness of the accounting
records and the timely preparation of reliable financial disclosures.

For FY 2025-26, the Company had appointed M/s Ernst & Young LLP as
advisor for the above stated purpose.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL AND RESIGNATIONS/ COMPLETION OF
TENURES BY THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2025-26, there were following changes in the
composition of Board of Directors of the Company:

Further, Dr. Manoj Kumar Jhawar has been re-designated from CMD to MD &
CEO of the Company w.e.f 13^th April, 2026. Shri Sukhdev Singh, Independent
Director has been appointed as Non-Executive Chairman w.e.f. 15^th May 2026.

As per the provisions of the Act, Shri Rajiv Kumar Rohilla (DIN:10371161)
would retire by rotation at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment. The Board recommends his re¬
appointment. Necessary resolution for re-appointment of aforesaid Director has
been included in the Notice convening the ensuing AGM.

DETAILS OF BOARD MEETINGS

During the financial year ended 31^st March 2026, the Board met 8 (eight) times.
The details of Board meetings are mentioned in Corporate Governance Report
as annexed with this report. The intervening gap between any two consecutive
meetings was within the period prescribed by the Act, SEBI Listing Regulations
and Secretarial Standard on Meetings of Board of Directors (SS-1) issued by the
Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD

As on 31^st March, 2026, the Board had all Statutory Committees i.e. Audit
Committee, Nomination & Remuneration Committee, Corporate Social
Responsibility Committee, Stakeholders Relationship Committee and Risk
Management Committee. The other Committees/ Group of Directors formed
from time to time for specific purposes.

The details in respect of composition, number and attendance of each director
in various Committees of Board as required in accordance with Secretarial
Standard-1 on Board Meetings and SEBI Listing Regulations are available in the
Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, whose detailed
composition and powers are provided in the Corporate Governance Report.
There were no recommendations of the Audit Committee which have not been
accepted by the Board during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent
director under Section 149(7) of the Act, that he/she meets the criteria of
independence laid down in Section 149(6) of the Act and Regulation 25 of
the SEBI Listing Regulations. The Independent Directors have also confirmed
that they have complied with the Company’s code of conduct for Directors and
Senior Management Personnel.

Independent Directors get themselves registered in the data bank maintained
with the Indian Institute of Corporate Affairs, Manesar (“IICA”) from time to
time and undertake, if required, online proficiency self-assessment test conducted
by the IICA.

In the opinion of the Board, all independent directors possess a strong sense of
integrity and have requisite experience, skills, qualification and expertise and
are independent of the management. For further details, please refer to the
Corporate Governance report.

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the
“Nomination & Remuneration Committee” on a need basis, and the Committee
may seek independent external advice in relation to the process. The Committee
may amend the Policy, if required, to ascertain its appropriateness as per the
needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual directors, which includes
criteria for performance evaluation of the non-executive and executive directors.
The overall effectiveness of the Board is measured on the basis of the ratings
obtained by each Director and accordingly the Board decides the Appointments,
Re-appointments and Removal of the non-performing Directors of the Company.
On the basis of Policy for Performance Evaluation, a process of evaluation is
being followed by the Board for its own performance and that of its Committees
and individual Directors.

The exercise was carried through a structured evaluation process covering various
aspects of the Board including committees and every Director’s functioning
such as composition of Board and committees, experience and competencies,
performance of specific duties and obligations, governance issues, etc. A
questionnaire formed a key part of the evaluation process for reviewing the
functioning and effectiveness of the Board.

Board members had submitted their response for evaluating the entire Board,
respective committees of which they are members and of their peer Board
members, including Chairman of the Board.

The evaluation process focused on various aspects of the Board and Committees
functioning such as structure, composition, quality, board meeting practices and
overall Board effectiveness. The Board has revised the Performance Evaluation
Policy on 23^rd June 2025.

The Independent Directors had a separate meeting held on 07^th August,
2025. No Directors other than Independent Directors attended this meeting.
Independent Directors discussed inter-alia the performance of Non-Independent
Directors and Board as a whole and the performance of the Chairman of the
Company after taking into consideration the views of Executive and Non¬
Executive Directors and took note of the quality, quantity and timeliness of flow
of information between the company management and the Board.

The performance evaluation of all the Independent Directors has been done by
the entire Board, excluding the Director being evaluated.

OUTCOME OF EVALUATION PROCESS

The Board was satisfied with the professional expertise and knowledge of each
of the Directors. All the Directors effectively contributed to the decision-making
process by the Board. Further, all the Committees were duly constituted and were
functioning effectively. The Board also expressed its satisfaction with the quality and
adequacy of the supporting documents provided to the Board, enabling it to assess
the policy & procedural requirements for the proper functioning of the Company.
The Board expressed its satisfaction with its decision making and implementation of
the decisions. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

Your Company has in place a policy known as ‘Nomination & Remuneration
Policy’ for selection and appointment of Directors, Senior Management, and
their remuneration. The Policy includes criteria for determining qualification,
positive attributes & independence. The Company aspires to pay performance
linked remuneration to its WTDs/ MD. It is ensured that the remuneration is
determined in such a way that there is a balance between fixed and variable pay.

While every grade / position in the organizational hierarchy gets performance
related pay on a weighted average score of individual performance and
organizational performance (which is measured basis the Organization wide KPIs,
broad parameters given below), for Board level positions the weightage assigned
to organizational performance is 100%. Therefore, WTDs/ MD variable pay is
determined entirely by the organizational performance score which is awarded by
the N&R Committee of the Board by an elaborate process.

The Policy of the Company on Nomination and Remuneration & Board Diversity
is placed on the website of the Company at https://www.ptcindia.com/wp-content/
uploads/2019/07/Nomination-Remuneration-and-Board-Diversitv-Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a
fair and transparent manner by adopting highest standards of professionalism,
honesty, integrity, and ethical behavior. In compliance with requirements
of the Act & SEBI Listing Regulations, the Company has established a
mechanism under its Whistle Blower Policy for employees to report to the
management instances of unethical behavior, actual or suspected, fraud or
violation of the Company’s Code of Conduct or Ethics Policy. Whistleblowing
is the confidential disclosure by an individual of any concern encountered in
the workplace relating to a perceived wrongdoing. The policy has been framed
to enforce controls to provide a system of detection, reporting, prevention and
appropriate dealing of issues relating to fraud, unethical behavior etc. The
policy provides for adequate safeguards against victimization of director(s)/
employee(s) who adopts the mechanism for protected disclosure and also
provides for direct access to the Chairman of the Audit Committee in
exceptional cases. During the year under review, no complaints were received
by the Board or Audit Committee.

The whistle blower policy of the Company is available at the link https://www.
ptcindia.com/wp--content/uploads/2019/07/Whistle--Blower--Policv New-

dt.-23.06.2025.pdf

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, PTC India Limited (PTC) is committed to
ensure its contribution to the welfare of the communities in the society where it
operates, through its various Corporate Social Responsibility (“CSR”) initiatives.

During the year, the Company has implemented various CSR Projects, which
are creating a long time and permanent impact on underprivileged sections of
society. Some of the projects are as below:

1. The Company successfully provided non-formal primary education through
cost-effective One-Teacher Schools (O.T.S.), popularly known as Ekal
Vidyalayas, particularly in remote, tribal, forest and underdeveloped areas
where access to formal education remains limited. The initiative seeks to bring
underserved communities into the mainstream social, economic and cultural
framework by improving access to basic education, creating awareness of rights
and entitlements, and promoting self-reliance, dignity and social empowerment.

2. The company extended its medical outreach by providing comprehensive
cleft care and surgical treatment to children and young adults from
deserving and underserved sections of society suffering from cleft lip and
related conditions. The initiative focuses on enabling timely access to
quality medical care, corrective surgery and necessary follow-up support,
thereby improving the beneficiaries’ physical well-being, confidence, social
integration and overall quality of life.

3. The company sponsored the installation of 5 Futuristic Healthcare Delivery
Kiosks with Point of Care Diagnostics to improve access to and uptake of
essential health services in the primary healthcare delivery ecosystem. The
program is expected to increase social and economic well-being by reducing
patient and attendant travel time, costs, and out-of-pocket expenses, as
well as minimising the carbon footprint of health-related travel. Improved
referral procedures will provide timely access to relevant healthcare services
and increase continuity of care.

The objective of PTC’s CSR Policy is to consistently pursue the concept of integrated
development of the society in an economically, socially and environmentally
sustainable manner and at the same time recognize the interests of all its
stakeholders. In order to accomplish this objective professionally, the Company
has formed a Trust named the PTC Foundation Trust (PFT) for execution of the
CSR initiatives of the Company. The Company has adopted a CSR policy.

To attain its CSR objectives in a professional and integrated manner, PTC shall
undertake the CSR activities as specified under the Companies Act,2013.

Currently, the CSR Committee consists of Shri Prakash Mhaske (Independent
Director), Shri Masood Akhtar Ansari (Non-Executive Nominee Director) and
Dr. Manoj Kumar Jhawar (Managing Director & CEO).

The Board has revised the CSR policy on 23^rd June 2025. The CSR Policy is
available at the link: https://www.ptcindia.com/wp-content/uploads/2019/07/
PTC-CSR-Policy-dt.-23.06.2025.pdf

Further, the Annual Report on CSR Activities/ Initiatives including all requisite
details is annexed with this report at Annexure 2.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework
that includes the identification of elements of risk which in the opinion of the
Board may threaten the existence of the Company. The Risk Management Policy
has been revised during the year under review. The main objective of this policy
is to ensure sustainable business growth with stability and to promote a proactive
approach in evaluating, resolving and reporting risks associated with the
business. In order to achieve the key objective, the policy establishes a structured
and disciplined approach to Risk Management, including the development of a
Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on
risk related issues. Shri Rajiv Malhotra is the Chief Risk Officer (CRO).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under SEBI Listing Regulations, the Business Responsibility
and Sustainability Report in accordance with the guidelines issued by SEBI,
describing the initiatives taken by the Company from environmental, social and
governance perspective forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the
Act including purpose thereof form part of the notes to the financial statements
provided in this Annual Report.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and 134 (3)(a) of the Act, the draft
Annual Return for FY’26 is available on the website of the Company at: https://
www.ptcindia.com/wp-content/uploads/2019/07/Annual-Return-2025-26.pdf

STATUTORY AUDITORS

M/s T.R. Chadha & Co. LLP., Chartered Accountants, were appointed as
Statutory Auditors of your Company in the 22^nd Annual General Meeting for a
period of five consecutive years till conclusion of 27^th Annual General Meeting
of the Company to be held in year 2026.

Pursuant to the provisions of the Section 139 of the Act, Audit Committee and
the Board has recommended the re-appointment of M/s. T.R. Chadha & Co.
LLP, as Statutory Auditors for a term of 5 years to hold the office from the
conclusion of the forthcoming AGM until the conclusion of 32^nd AGM of the
Company to be held in FY 2031. The Company has received letter from them
to the effect that their re-appointment, if made, would be within the prescribed
limits under Section 141 of the Companies Act, 2013 and that they are not
disqualified for appointment and are eligible for appointment. A resolution
seeking their re-appointment as Statutory Auditors of the Company forms part of
the Notice of 27^th AGM and the same is recommended for Member’s approval.

The Statutory Auditors have audited the standalone and consolidated financial
statements of the Company for the financial year ended 31^st March 2026 and the
same being placed before members at the ensuing Annual General Meeting for
their approval.

The Auditors’ Report on Standalone and Consolidated Financial Statements for
FY 2025-26 does not contain any qualification, reservation or adverse remark.

During the period under review, no incident of fraud was reported by the
Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

INTERNAL AUDITORS

M/s. GSA & Associates, Chartered Accountants have been appointed as
Internal Auditor for FY 2025-26. Reports of the Internal Auditor for the year
were submitted to the Audit Committee & Board.

COST AUDITORS

Cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

In line with the provisions of Section 204 of the Act and provisions of Regulation
24 of SEBI Listing Regulations, M/s. A K Rastogi & Associates, Practicing
Company Secretaries were appointed as secretarial auditor of the Company for a
period of 5 (five) years w.e.f. 01^st April, 2025 to 31^st March 2030.

The Secretarial Audit Report for FY 2025-26 has following observation:-

• Company had appointed a Whole-time Director on 13.01.2025, as such
correspondingly the Company was required to appoint 1 (One) Independent
Director within a period of 3 (three) months i.e. by 12.04.2025. Consequently,
there was a vacancy of an Independent Director from 13.04.2025 till
06.06.2025 as per the requirement of Regulation 17 of SEBI (LODR)
Regulations, 2015, National Stock Exchange of India Limited & BSE Limited
each have levied fine of ' 2,75,000 for a period of 55 days i.e. from 13.04.2025
to 06.06.2025 and the same had been deposited by the Company.

The composition of the Board is in compliance with SEBI Listing Regulations
w.e.f. 7^th June 2025. The Secretarial Audit Report is annexed to the Board’s
Report at Annexure 3.

HUMAN RESOURCES

The Management recognizes that the Company’s employees are its most valuable asset
and remains committed to fostering an environment that enables them to effectively
contribute to business objectives while fulfilling their personal and professional
aspirations. Human Resources play a pivotal role in driving organizational excellence
and facilitating the successful implementation of the Company’s strategic initiatives.

The Company is committed to creating a culture of continuous learning and
development to equip employees with the knowledge and skills required to address
evolving business needs and emerging opportunities. It firmly believes in the
principles of diversity, equity and inclusion and continues to promote a workplace
that provides equal opportunities to all employees irrespective of gender.

The Company places significant emphasis on employee engagement through
various initiatives aimed at strengthening commitment, collaboration and
alignment with the Company’s vision, mission, and values. Employees are also
encouraged to participate in social and community-oriented activities. The
Company provides a healthy, safe and supportive work environment, including
flexible working arrangements and flexi-timing, to promote employee well-being
and facilitate a healthy work-life balance.

Employee Relations

The Company continues to maintain healthy, cordial and harmonious employee
relations across all levels of the organization. Mutual trust, transparency, open
communication and respect form the foundation of its employee relations
framework, contributing to a positive and productive work environment.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the
Practicing Company Secretary regarding the compliance of conditions of
corporate governance norms as stipulated under SEBI Listing Regulations is
annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business
performance as stipulated in the SEBI Listing Regulations is given as a separate
section in the Annual Report.

DOMESTIC POWER TRADING

Your Company has completed another significant year of its operations. In
this financial year, the company has maintained its leadership position in the
industry despite several changes in the market. The company has sustained

consistent performance by maintaining continuous interactions with customers
and providing innovative solutions. Your Company remains the front-runner in
the power trading market.

PTC achieved the trading volume of 92,802 MUs during FY 2025-26 against the
previous year’s volume of 82,751 MUs with a growth of 12.15%. PTC achieved
short-term trading volume (including exchange volume) of 57,968 MUs during
FY 2025-26 against the previous year’s volume of 49,794 MUs with a growth of
16.42%. Further, PTC has achieved long & medium-term trading volumes of
34,834 MUs in FY 2025-26 against the previous year’s volume of 32,957 Mus
with a growth of 5.70%. PTC managed to retain its leadership position in terms
of the overall trading volumes in the power trading market.

PTC’s short term bilateral trade volumes were 5,744 MUs during FY 2025-26
against previous year figure of 6,951 MUs and power exchanges volumes during
the year were 52,224 MUs against the previous year’s volume of 42,843 MUs
with a growth of 21.90%.

PTC had sustained its presence in portfolio management for the utilities segment
under various arrangements with government owned utilities. The arrangements
mandate PTC for sale/purchase of power for the respective utilities under power
exchanges arrangements. PTC has also successfully ventured into the role of a
holistic solution provider by assisting utilities in their day to day demand-supply
assessment, price forecasting, market assessment etc.

Long Term Agreements for Purchase of powerPOWER PURCHASE AGREEMENTS

PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with
the generators for a cumulative capacity of around 7.5 GW for further sale of
power to Discoms which includes Cross-Border power trade and most of them
are tied-up. The projects are based on domestic coal, imported coal, gas, hydro
and renewable energy resources.

AGREEMENTS FOR SALE OF POWER

In the current year, PTC has signed agreements with Tamil Nadu Utilities and
four power generators on medium term basis for cumulative supply of 670 MW
of power for a period of five years. The power supply has also commenced in the
current financial year.

CROSS BORDER POWER TRADE

In the current year, total Cross-border trade with Bhutan witnessed a volume of
8,670 MUs against previous year’s volume of 6,178 MUs. PTC continues to help
Bhutan’s power trade transaction on Indian Power Exchange and has supplied
1,939 MUs to Bhutan during dry months in the current financial year as against
previous year’s volume of 1,098 MUs. Also, PTC continues to sell Bhutan’s
power on Indian Power Exchange and has sold 218 MUs from generating
stations in Bhutan in the current financial year.

In the previous year, PTC has signed a PPA with Nepal Electricity Authority for
supply of power to an India State Utility during high flow season on medium
term basis and has supplied 457 MUs in the current financial year. In addition,
PTC continues to assist Nepal in importing power during the dry months and has
supplied 591 MUs to Nepal in the current financial year. The total Cross-border
trade with Nepal witnessed a volume of 1048 MUs in the current financial year
against previous year’s volume of 485 MUs.

PTC has supplied 1,596 MUs to Bangladesh in the current financial year under the
Long-term contract for 200 MW capacity as against 1,600 MUs in the previous year.

Cross-border transactions remain a vital part of our portfolio with total volume
of 11,314 MUs as against 8,262 MUs in the previous year. We expect to increase
cross- border transactions going forward.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars relating to conservation of energy, technology absorption, are not
applicable as the Company has a small set up and only one office at New Delhi.

Foreign exchange earnings and Outgo:

Information about the foreign exchange earnings and outgo, as required to be
given under Section 134(3)(m) of the Act read with sub rule 3 of Rule 8 of the
Companies (Accounts) Rules, 2014, is given as follows:

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) and Rule
5(2)/(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is attached to
the Directors’ Report at Annexure 4.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on
the Company’s website i.e. www.ptcindia.com.

Internal Complaints Committee has been set up as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, inter-alia, to redress complaints received regarding sexual harassment. All
employees (permanent, Contractual, temporary, trainees) are covered under this
policy.

COMPLIANCE WITH PROVISIONS OF MATERNITY BENEFIT ACT,
1961

Your Company complied with the provisions of Maternity Benefit Act, 1961.

OTHER DISCLOSURES

i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant or material orders were passed during the year under review
by the Regulators or Courts or Tribunals which impact the going concern
status and Company’s operations in future.

ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company has filed the necessary form and uploaded the details of unpaid
and unclaimed amounts lying with the Company, as on the date of last
AGM, with the Ministry of Corporate Affairs. During the period under
review, the Company has transferred dividend of ' 28,05,400/ which
were unclaimed for seven years or more and lying in ‘Unpaid/ Unclaimed
Dividend A/c’ for such period to IEPF account. Further, 29,157 equity
shares in respect of which said unclaimed dividend was transferred to IEPF
account, have also been transferred to the IEPF account.

iii) DEPOSITS

Your Company has not accepted any deposits from public in terms of
provisions of Companies Act, 2013. Thus, no disclosure is required relating
to deposits under Chapter V of Companies Act, 2013.

iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD
AND GENERAL MEETINGS

During the period under review, the Company has complied with the Secretarial
Standards 1 & 2 as issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year
under review:

^ Issue of equity shares with differential rights as to dividend, voting or
otherwise.

^ Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.

^ Neither Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that there are no specific disclosures required under
details of difference between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.

Further, no application was filed under the Insolvency and Bankruptcy Code,
2016 during the year.

CAUTIONARY STATEMENT

Statements in this “Director’s Report” & “Management Discussion and Analysis”
describing the Company’s objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to the
Company’s operations including raw material/ fuel availability and its prices,
cyclical demand and pricing in the Company’s principal markets, changes in the
Government regulations, tax regimes, economic developments within India and
the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors take this opportunity to express their deep sense of gratitude
to the Promoters, Shareholders, Central and State Governments and their
departments, Regulators, Central Electricity Authority, banks and the local
authorities for their continued guidance and support.

Your directors would also like to record its appreciation for the support and
cooperation your Company has been receiving from its clients and everyone
associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels
for their hard work, dedication and commitment. The enthusiasm and unstinting
efforts of the employees have enabled the Company to remain as an industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith
that you have always reposed in us.

For and on behalf of the Board

sd/-

Sukhdev Singh

Date: 04/08/2026 Chairman

Place: New Delhi DIN: 03288811

1

inclusive of exceptional expense of ' 1.92 Crore (Previous year: Income of ' 521.63 Crore) for standalone results

2

inclusive of exceptional expense of ' 4.35 Crore (Previous year: Income of ' 305.96 Crore) for consolidated results