Key Resolution Details

The company is seeking shareholder consent through a postal ballot for the following special business:

  • Appointment of Shri Rajiv Malhotra (DIN:02383396) as Managing Director & Chief Executive Officer (Additional Charge)
  • Type of Resolution: Ordinary Resolution

Background and Rationale

  • Shri R. Balaji, the current MD&CEO, tendered his resignation effective June 30, 2026, due to personal reasons.
  • The Board of Directors appointed Shri Rajiv Malhotra as an Additional Director (Non-Executive Nominee Director) on April 8, 2026, upon nomination from the holding company, PTC India Limited.
  • On June 4, 2026, the Board re-designated Shri Rajiv Malhotra as MD&CEO (Additional Charge) effective from July 1, 2026, to November 30, 2026 (his superannuation date from PTC).
  • This interim arrangement ensures leadership continuity until a new MD&CEO is appointed.
  • No remuneration will be paid by PFS for this additional charge; Shri Malhotra will continue to receive remuneration from PTC India Limited as per its policies.

Terms of Appointment

  • Tenure: July 1, 2026, to November 30, 2026
  • Designation: Managing Director & Chief Executive Officer (Additional Charge) and Key Managerial Personnel
  • Remuneration: Nil from PFS
  • Liability: To retire by rotation

Voting Process Details

  • Cut-off Date: Tuesday, June 2, 2026 - Shareholders on record as of this date are eligible to vote.
  • Remote E-voting Period: Commences Sunday, June 7, 2026, at 9:00 AM IST and ends Monday, July 6, 2026, at 5:00 PM IST.
  • Voting Service Provider: KFin Technologies Limited
  • Result Declaration: On or before Wednesday, July 8, 2026
  • Scrutinizer: Shri Rohit Parmar, Proprietor of M/s Rohit Parmar & Associates, Practicing Company Secretary
  • The resolution will be deemed passed on July 6, 2026, if approved by the requisite majority.

Director Profile - Shri Rajiv Malhotra

  • DIN: 02383396
  • Date of Birth: November 7, 1966 (59 years)
  • Nationality: Indian
  • Qualifications: Mechanical Engineer (NIT Kurukshetra), Post Graduate Program in Management (IIM Lucknow), CFA
  • Experience: Over 35 years in utility and energy sector
  • Current Role in PTC: Executive Director & Group Chief Risk Officer (since June 2013)
  • Previous Experience: NTPC, Athena Energy Ventures Pvt. Ltd., Energy Infratech Pvt. Ltd.
  • Expertise: Strategy and finance, customer relations, cyber resilience, risk analysis, regulatory matters
  • Shareholding in PFS: Nil
  • Directorships in other companies: Nil

Additional Information

  • The notice is being sent only through electronic mode to eligible members.
  • All relevant documents are available for electronic inspection by members upon request.
  • The company will publish an advertisement in English and Hindi newspapers.
  • The explanatory statement and director details form part of the notice.