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.

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. ³

• 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:

^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.

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/ upload s/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:

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 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)
Date: 23^rd June, 2025 Chairman & Managing Director

Place: New Delhi DIN: 07306454

1

inclusive of exceptional income of ' 521.63 Crore (Previous year: Expense of ' 20.48 Crore) for standalone results

2

inclusive of exceptional income of ' 305.96 Crore (Previous year: Expense of ' 20.48 Crore) for consolidated results

3

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.