We have audited the accompanying Standalone Financial Statements of NTPC Limited ("The Company”), which comprise the Balance Sheet
as at 31 March 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and
the Statement of Cash Flows for the year then ended and notes to the standalone financial statements, including a summary of the material
accounting policies and other explanatory information for the year ended on that date (hereinafter referred to as "Standalone Financial
Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements
give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, ("Ind AS”) and other accounting principles generally accepted in India, of the state of affairs (financial position) of
the Company as at 31 March, 2026, and its profit (financial performance including other comprehensive income), changes in equity and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditors' Responsibilities for the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions
of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the following matters in the notes to the Standalone Financial Statements:

(a) Related to a Business Transfer Agreement (BTA) dated 17 August 2023 as amended on 17 September 2025 with NTPC Mining Limited
(NML), a wholly owned subsidiary of the company, was executed for hiving off its coal mining business at book value. Accordingly, five
out of six coal mine businesses have been transferred during the current financial year. The balance one coal mine business has been
transferred with effect from 1 April 2026 to NML. (Refer Note No. 2(h))

(b) Related to accounting of revenue and expenses which were transferred to fly ash utilization reserve fund during the financial year
2024-25 that has now been accounted for in line with the Central Electricity Regulatory Commission (Terms and Conditions of Tariff)
(Second Amendment) Regulations, 2026. Further, taking guidance from the principles of this amendment, the Company has also
accounted for the accumulated amount in the ash utilization reserve fund as at 1 April 2024 amounting to ? 902.81 crore, as non-tariff
income (NTI) to be shared with the beneficiaries. (Refer Note No. 24(d))

Our opinion is not modified in respect of the aforesaid matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial
Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, description
of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit
matters to be communicated in our report.

In connection with our audit of the Standalone Financial Statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the Standalone
Financial Statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read other information, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and take appropriate
actions, if required.

Responsibilities of management and those charged
with governance for the Standalone Financial
Statements

The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation
and presentation of these Standalone Financial Statements
that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and
cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules,
2015 as amended. This responsibility also includes 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 frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the Standalone Financial
Statements, that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditors' Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether
the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditors' report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone Financial
Statements.

As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of
the Standalone Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the
company has adequate Internal Financial Controls system in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditors' report to the related disclosures
in the Standalone Financial Statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our
auditors' report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

(e) Being a Government Company pursuant to the
Notification No. GSR 463(E) dated 5 June 2015 issued
by the Ministry of Corporate Affairs, Government of India,
provisions of sub-section (2) of Section 164 of the Act,
are not applicable to the Company.

(f) With respect to the adequacy of the Internal Financial
Controls with reference to the Standalone Financial
Statement of the Company and the operating
effectiveness of such controls, refer to our separate report
in "Annexure 3”.Our report expresses an opinion on the
adequacy and operating effectiveness of the Company's
internal financial controls over financial reporting.

(g) As per Notification No. GSR 463(E) dated 5 June 2015
issued by the Ministry of Corporate Affairs, Government
of India, Section 197 of the Act is not applicable to the
Government Companies. Accordingly, reporting in
accordance with requirement of provisions of section
197(16) of the Act is not applicable on the Company.

(h) With respect to the other matters to be included in
the Auditors' Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:

I. The Company has disclosed the impact of pending
litigations on its financial position in its Standalone
Financial Statements. Refer Note No. 73(A)to the
Standalone Financial Statements;

II. The Company has made provision, as required under
the applicable law or Indian accounting standards,
for material foreseeable losses, if any, on long-term
contracts including derivative contracts.

III. There has been no delay in transferring unclaimed
amount of dividend, however, there has been some
delay in transferring of unclaimed equity shares
related thereto, required to be transferred, to the
Investor Education and Protection Fund by the
Company.

IV. (a) The Management has represented that, to the

best of its knowledge and belief, as disclosed
in the note no. 74(xvi)to the Standalone
Financial Statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or
in any other person(s) or entity(ies), including
foreign entities ("Intermediaries”), with the
understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly

or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries.

(b) The Management has represented, that, to the
best of its knowledge and belief, as disclosed in
the note no. 74(xvi) to the Standalone Financial
Statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties”),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under sub¬
clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material
misstatement.

V. As stated in Note 23 (c) to the Standalone Financial
Statements:

(a) The final dividend proposed for the previous
year, declared and paid by the Company during
the year is in accordance with Section 123 of
the Act, as applicable.

(b) Interim dividend declared and paid by the
Company during the year is in accordance with
Section 123 of the Act.

(c) The Board of Directors of the Company has
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with
Section 123 of the Act to the extent it applies
to declaration of dividend.

VI. Based on our examination, which included test
checks, the Company has used accounting software
for maintaining its books of account for the financial
year ended 31 March,2026 which have a feature of
recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit we did not come
across any instance of the audit trail feature being
tampered with and the audit trail has been preserved
by the company as per the statutory requirements
for record retention.