PTC India Ltd Directors Report

<dhhead>BOARD’S REPORT</dhhead>

Dear Members,

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 and its subsidiaries for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company (along with its subsidiaries & associates) are given in the table below.

(In Crores)

Particulars	Financial Year Ended
	Standalone		Consolidated
	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Continuing Operations
Total Income	15,644.52	16,079.09	16,277.22	16,805.36
Profit / (Loss) before Interest, Depreciation & Tax (PBITDA)	1,086.02*	500.28	1,474.49**	1,087.35
Finance Charges	26.94	12.76	348.43	423.55
Depreciation	2.75	3.53	9.31	10.01
Provision for Income Tax (including for earlier years)	201.55	115.01	263.02	170.24
Profit/(Loss) for the year from continuing operations	854.78	368.98	853.73	483.55
Discontinued operations (Refer note no. (iii) below)
Profit/(loss) before tax for the year from discontinued operations	NA	NA	134.23	63.98
Tax expense of discontinued operations	NA	NA	11.72	14.37
Profit after tax for the year from discontinued operations	NA	NA	122.51	49.61
Net Profit / (Loss) after tax from continuing and discontinued operations (before minority interest)	854.78	368.98	976.24	533.16
Minority interest	NA	NA	75.99	56.28
Net Profit / (Loss) after tax from continuing and discontinued operations (after minority interest)	854.78	368.98	900.25	476.88
Profit / (Loss) brought forward from previous year	1,261.95	1,197.83	1,558.74	1,443.04
Amount transferred to General Reserve	(254.89)	(73.97)	(254.89)	(73.97)
Dividend paid	(230.89)	(230.89)	(230.89)	(230.89)
Transferred to special reserve	NA	NA	(14.19)	(9.70)
Transfer to retained earnings on disposal/derecognition of investments	NA	NA	(86.69)	(25.89)
Transferred to Statutory reserve	NA	NA	(28.21)	(20.89)
Re–measurement of post–employment benefit obligations, net of tax	NA	NA	(0.38)	0.16
Transferred from Other Comprehensive on account of adjustment for assets held for sale	NA	NA	(0.12)	–
Profit / (Loss) carried to Balance Sheet	1,630.95	1,261.95	1,843.62	1,558.74
Other comprehensive income /(Loss) (after minority interest)	(5.15)	(122.42)	(6.28)	(123.01)
Total comprehensive income from continuing and discontinued operation (after minority interest)	849.63	246.56	893.97	353.87

*inclusive of exceptional income of 521.63 Crore (Previous year: Expense of 20.48 Crore) for standalone results **inclusive of exceptional income of 305.96 Crore (Previous year: Expense of 20.48 Crore) for consolidated results 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 Act (‘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, 2025, your Company has one subsidiary company namely PTC India Financial Services Limited ("PFS"). iii) As on 31^st March, 2024, PTC Energy Limited ("PEL") was classified as a discontinued operation as per Ind–AS 105 "Non–Current Assets Held for Sale and Discontinued Operations".

During the financial year 2024–25, PTC has divested its 100% stake in PTC Energy Limited ("PEL") to ONGC Green Limited on 04^th March, 2025. Hence, PEL has ceased to be the subsidiary of the Company. iv) The shareholders are aware that the resolution with respect to adoption of Annual Audited Financial Statements of the Company on a standalone and consolidated basis, for the financial year ended 31^st March 2024 including the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon were not adopted by the Shareholders of the Company with requisite majority in the 25^th Annual General Meeting held on 26^th September, 2024. v) The Board of Directors of the Company, in addition to the agenda items in relation to Financial Year 2024–25, have also proposed to present the Annual Audited Financial Statements of the Company on a standalone and consolidated basis, for the Financial Year 2023–24, without any modification, for consideration and adoption by the Shareholders at ensuing 26^th Annual General Meeting of the Company.

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

The trading volumes were higher by 11% this year at 82,751 MUs as against 74,841 MUs during the previous year with a turnover of 15,644.52 Crores for the year 2024–25 as against 16,079.09 Crores (including other income) in the Financial Year 2023–24. Your Company has earned a Profit after Tax of 854.78 Crores (including post–tax profit of 457.39 Crore from disinvestment of PEL) as against 368.98 Crores in the previous year. ii) Consolidated Financial Statements

The consolidated turnover (including other income) of the group is

16,277.22 Crore for the Financial Year 2024–25 as against 16,805.36 Crore for the Financial Year 2023–24. The Consolidated Profit after Tax (after minority interest) from continuing and discontinued operation of the group is 900.25 Crores (including post–tax profit of 241.72 Crore from disinvestment of PEL) for the Financial Year 2024–25 as against 476.88 Crores for the Financial Year 2023–24.

RESERVES

Out of the profits of the Company, a sum of 254.89 Crores has been transferred to General Reserves during the Financial Year and total Reserves & Surplus of the Company is 4,470.68 Crores (including securities premium) as on 31^st March, 2025.

DIVIDEND

In order to maximize the shareholder’s value, the Board of Directors of the Company in its meeting held on 26^th April, 2025 has declared the Interim Dividend @ 50% for the Financial Year 2024–25 i.e., 5.00 per equity share of 10 each and same has been paid. The Interim Dividend resulted in a cash outflow of 148.00 Crores.

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a final dividend @ 67% for the Financial Year 2024–25 i.e., 6.70 per equity share of 10 each. The final dividend, if approved, at the ensuing AGM will result in a cash outflow of 198.33 Crores.

In pursuant to Regulation 43A of the SEBI Listing Regulations, the Company in its Board Meeting held on 5^th Feb., 2020 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 2025, the net worth of your Company is 4,766.69 Crores as compared to 4,147.95 Crores for the previous Financial Year.

EPS of the Company for the year ended 31^st March 2025 stands at 28.88 in comparison to 12.47 for the Financial Year ended 31^st March 2024. The EPS has mainly increased due to exceptional profit from the disinvestment of PEL.

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 2025 till the date of this report.

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 2025, 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. There is no change in the shareholding of the promoters during the financial year 2024–25.

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 subsidiaries.

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC 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

Crores. 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 638.00 Crores during FY 2024–25 which is down by 18% as compared to last year’s revenue of 776.57 Crores. Interest income for FY 2024–25 has decreased to 621.83 Crores as against previous year’s 750.58 Crores. The profit before tax and profit after tax for FY 2024–25 stood at 278.52 Crores and 217.05 Crores respectively. Earnings per share for FY 2024–25 stood at 3.38 per share. The Statutory Auditor of PFS is M/s. Ravi Rajan & Co., LLP who has been appointed in FY 2024–25.

PTC Energy Limited (PEL)– ceased to be subsidiary during FY 24–25

The shareholders of the Company, at their meeting held on 28^th March, 2024, had approved the disinvestment of the Company’s entire shareholding in its wholly owned subsidiary, PEL, by way of sale, transfer, or any other form of disposal to Oil and Natural Gas Corporation Ltd. (ONGC) or any of its associate companies. The transaction was approved at a sale value of 925 Crore, based on an Enterprise Value of 2021 Crore (comprising outstanding debt and equity value), subject to adjustments in the bid value as of the transaction closing date, in accordance with the bid terms. The disinvestment was subject to receipt of necessary regulatory approvals, consents, permissions, fulfilment of conditions precedent, and other required sanctions. Accordingly, the investment in PEL was classified as "assets held for sale" as at 31^st March, 2024.

Upon completion of the conditions precedent to the transaction, the Company transferred its entire shareholding in PEL to ONGC Green Limited, a wholly owned subsidiary of ONGC, on 04^th March, 2025. Hence, PEL ceased to be a subsidiary of the Company.

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 31^st March 2025)

• Your Company invested 150.00 Crores 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, there had been a reduction of 149.97 Crores towards the investment which had been accounted over earlier years.

• 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 Crores in TUL. 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 the year, 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 Geenko 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.

• Your Company invested 12.50 Crores 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.

• During the year, PEL transferred its stake in RS India Global Energy Ltd. (RSIGEL), (fully impaired in prior years), to the Company for 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 has 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, 2025, 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, 2025 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 2024–25, 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 2024–25, there were following changes in the composition of Board of Directors of the Company:

Sr. No. Name of Director	Joining/ Cessation	Date of joining/ Cessation
1. Shri Arabandi Venu Prasad	Appointment	06th May, 2024
2. Dr. Rajib Kumar Mishra	Cessation	12th June, 2024
3. Shri Devendra Swaroop Saksena	Cessation	30th July, 2024
4. Shri Mahendra Kumar Gupta	Cessation	01st November, 2024
5. Shri Rajneesh Agarwal	Appointment	12th November, 2024
6. Shri Ramesh Narain Misra	Cessation	07th December, 2024
7. Ms. Mini Ipe	Appointment	07th December, 2024
8. Shri Harish Saran*	Appointment	13th January, 2025

*Superannuated on 06^th June, 2025

Further, Dr. Manoj Kumar Jhawar has been appointed as the Chairman & Managing Director of the Company w.e.f 13^th May, 2025 As per the provisions of the Act, Mrs. Sangeeta Kaushik and Shri Rajiv Ranjan Jha would retire by rotation at the ensuing Annual General Meeting and being eligible has offered themselves for re–appointment. The Board recommends their re–appointment. Necessary resolution(s) for the re–appointment of aforesaid Directors have been included in the Notice convening the ensuing AGM.

DETAILS OF BOARD MEETINGS

During the financial year ended 31^st March 2025, the Board met 13(thirteen) times. The details of Board meetings are mentioned in Corporate Governance Report as annexed with this report. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations. For further 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, please refer to the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

As on 31^st March, 2025, the Board had all Statutory Committees i.e. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and Risk Management Committee. The other Committees/ Group of Directors formed from time to time for specific purposes. The details 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 (including independent directors appointed during the year) 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 periodically 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 of Independent Directors, 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 Directors 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 above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Independent Directors had a separate meeting held on 10^th December, 2024. 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 have 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 it’s decision making and implementing 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/CMD. 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 organisational hierarchy gets performance related pay on a weighted average score of individual performance and organisational performance (which is measured basis the Organisation wide KPIs, broad parameters are given below), for Board level positions the weightage assigned to organizational performance is 100%. Therefore, WTDs/ CMD’s variable pay is determined entirely by the organisational performance score which is awarded by the N&R Committee of the Board by an elaborate process.

PRP spread across different functions	Weights
Business	27.50
Financial	30.00
Operations	15.00
Innovation	10.00
Corporate Image spread across 7 sub–tasks	17.50
Total	100.00

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–Diversity–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:// ptcindia.com/wp–content/uploads/2019/07/Whistle–Blower–Policy.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. 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 Act.

Currently, the CSR Committee consists of Smt. Rashmi Verma (Independent Director), Smt. Sangeeta Kaushik (Non–Executive Nominee Director), Shri Rajneesh Agarwal (Non–Executive Nominee Director) and Shri Prakash S. Mhaske (Independent Director).

The CSR Policy is available at the link: https://ptcindia.com/wp–content/uploa ds/2019/07/4090562corporate–social–responsibility–policy.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 the 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 Annual Return of the Company is available on the website of the Company at: https://www.ptcindia.com/wp-content/uploads/2019/07/PTC_Annual_ Return_FY_2024-25.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 of the Company for a period of five consecutive years till conclusion of 27^th Annual General Meeting of the Company to be held in year 2026. The Statutory Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended 31^st March 2025 and the same are being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors’ Report on Standalone and Consolidated Financial Statements for FY 2024–25 are self– explanatory. The Auditors have given unmodified opinion with Emphasis of matters on Standalone and Consolidated Financial Statements for FY 2024–25. 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 2024–25. 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

As required under Section 204 of the Act and Rules made there under, the Board has appointed M/s. A K Rastogi & Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2024–25.

The Secretarial Audit Report for FY 2024–25 has highlighted following observations:– a. For the period from 18.01.2024 (as the Company appointed a Whole–time director w.e.f. 18.01.2024) till 05.05.2024 with respect to vacancy of an Independent Director in terms of Regulation 17(1) (b) of the SEBI (LODR) Regulations 2015 for which the Stock Exchanges have levied the penalty for the period from 18.04.2024 to 05.05.2024. b. For the period from 13.01.2025 to 31.03.2025 (Audit period), there was vacancy of an Independent Director in terms of Regulation 17(1) (b) of the SEBI (LODR) Regulations 2015 due to appointment of a Whole time director w.e.f. 13.01.2025 Further, the Secretarial Audit Report is annexed to the Board’s Report at

Annexure 3.

As required under Section 204 of the Act and Rules made there under, the Board of Directors in its meeting held on 23^rd June, 2025 has appointed and recommended to the shareholders the appointment of M/s. A K Rastogi & Associates, Practicing Company Secretaries as secretarial auditor of the Company to conduct the secretarial audit for a period of 5 years w.e.f. 01^st April, 2025 to 31st March 2030, at a remuneration to be decided in consultation with it, subject to the approval of the shareholders in the ensuing Annual General Meeting.

HUMAN RESOURCES

The Management recognises that your Company’s people are the key resource and endeavors to enable all employees to deliver on business requirements while meeting their personal and professional aspirations. Human Resources play a pivotal role in effective implementation of key strategic decisions. The Management aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. The Management believes in inclusivity and is committed to and has always maintained gender diversity & equality in the organization. Employee engagement programmes are organized with the objective of securing the team’s volition for your Company’s mission. The Management encourages participation of employees in social activities and provides healthy work environment including flexi–timing wherein employees can maintain work life balance. Employee relations – Healthy, cordial, and harmonious employee relations are maintained at all times and across levels by your Company.

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 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 82,751 MUs during 2024–25 against the previous year’s volume of 74,841 MUs with a growth of 10.57%. PTC achieved short–term trading volume of 49,794 MUs during 2024–25 against the previous year’s volume of 42,436 MUs with a growth of 17.34%. Further, PTC has achieved long & medium–term trading volumes of 32,957 MUs against the previous year’s volume of 32,405 MUs. 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 6,951 MUs against previous year figure of 5,088 MUs with a growth of 36.61% and power exchanges volumes during the year were 42,843 MUs against the previous year volume of 37,348 MUs with a growth of 14.71%.

PTC had sustained its presence in the portfolio management of power business 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 power

POWER PURCHASE AGREEMENTS

PTC has in its portfolio Long–term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of around 8.5 GW for further sale of power to Discoms which includes Cross–Border power trade and most of them are already 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 Haryana Utilities and a power generator on medium term basis for supply of 150 MW of power. 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 6,178 MUs against previous year’s volume of 6,006 MUs. PTC continues to help Bhutan’s power trade transaction on an Indian Power Exchange and has supplied 1098 MUs to Bhutan during dry months in the current financial year. PTC has enhanced Bhutan’s sell transaction on an Indian Power Exchange and has sold 240 MUs from generating stations in Bhutan in the current financial year against previous year’s volume of 40 MUs.

In the current 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 for cumulative capacity of 209 MW of power. The power supply has also commenced for part capacity in the current financial year. In addition, PTC has assisted Nepal’s power trade transaction on an Indian Power Exchange and has supplied 400 MUs to Nepal during dry months in the current financial year. The total Cross–border trade with Nepal witnessed a volume of 485 MUs in the current financial year.

PTC has supplied 1,600 MUs to BPDB in the current financial year under the Long–term contract for 200 MW capacity as against 1,578 MUs in the previous year.

Cross–border transactions remain a vital part of our portfolio with total volume of 8,262 MUs as against 7,584 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:

S. No. Particulars	For the year ended 31st March, 2025
1. Expenditure in Foreign Currency	1.95 Crores
2. Earning in Foreign Currency	1,014.10 Crore

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.

Number of sexual harassment complaints received during the year.	Nil	The Company has not received any sexual harassment complaints during the financial year 2024–25 and hence no complaint is outstanding as on 31st March, 2025
Number of such complaints disposed of during the year.	N.A.
Number of cases pending for a period exceeding ninety days.	Nil

COMPLIANCE WITH PROVISIONS OF MATERNITY BENEIFT 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 already 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 33,53,572 which were unclaimed for seven years or more and lying in ‘Unpaid/ Unclaimed Dividend A/c’ for such period to IEPF account. Further, 16,002 equity shares, in respect of which said unclaimed dividend has been 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/-

(Dr. Manoj Kumar Jhawar)

Chairman & Managing Director

DIN: 07306454

Date: 23rd June, 2025

Place: New Delhi