On behalf of the Board of Directors, it is our privilege to present
the 50^th Annual Report and 7^th Integrated Annual Report of NTPC
Limited ('NTPC' or Company) for the Financial Year ended 31^st
March 2026 along with the Audited Standalone and Consolidated
Financial Statements for the Financial Year ended 31^st March 2026,
the Auditors' report, and comments of the Comptroller and Auditor
General (C&AG) of India on the financial statements thereon.

The Company continued to align its growth strategy with the nation's
long-term development aspirations by delivering reliable, sustainable
and future-ready energy solutions during FY 2025-26.

India's aspiration of becoming a developed nation under the vision
of Viksit Bharat 2047 places the power sector at the centre of
economic growth, industrial competitiveness and energy transition.
Reflecting the sector's strategic importance, NITI Aayog's recent
Viksit Bharat and Net Zero report also reaffirms that "India's power
sector is central to the nations economic growth and development."
As India's largest integrated power utility, your Company remains
committed to supporting this national vision by ensuring reliable,
affordable and sustainable electricity while strengthening the
country's energy security.

1. Financial Performance:

Report

Building on its leadership in baseload generation, NTPC is
transforming into a future-ready energy major through investments
in renewable energy, nuclear power, energy storage and digital
technologies. In line with its long-term growth strategy, the Company
aims to achieve 149 GW of installed capacity at the group level by
2032. This includes increasing renewable energy (RE) capacity to
60 GW and its share in installed capacity to 44% from 13% as on
31^st March 2026. With nuclear power expected to support India's
transition to a low-carbon energy future, your Company is targeting
0.7 GW of nuclear capacity by 2032.

By 2037, your Company plans to lead India's energy transition by
reaching 244 GW of installed capacity at the group level, including
136 GW of RE capacity representing 56% of total installed capacity,
and 6.3 GW of nuclear capacity.

To support grid-level storage requirements from higher RE
integration, your Company plans to develop BESS capacity of 22
GWh by 2032 and 52 GWh by 2037, along with PSP capacity of 1
GW by 2032 and 6.2 GW by 2037.

The following is a summary of your Company's performance
emphasizing the noteworthy achievements made in the reporting
year.

A statement containing the salient feature of the financial
statement of your Company's subsidiaries, associate and
joint venture companies as per first proviso of section 129(3)
of the Companies Act, 2013 is included under AOC-1 in the
Consolidated Financial Statements. The detailed financial
results/performance are available in the Financial Statement
section of the report under the Standalone Financial Statements
and Consolidated Financial Statements.

2. Dividend

For the FY 2025-26, your Company paid first and second
interim dividends of ?2,666.58 crore each (at the rate of
?2.75/- per share each) in the month of November 2025 and
February 2026, respectively. Further, the Board of Directors
has recommended to pay a final dividend of ?3,393.84 crore
(at the rate of ?3.50/- per share) which shall be paid subject
to the approval of shareholders at the ensuing Annual
General Meeting (AGM). With the proposed final dividend, the
total dividend payout shall be ?8,727.00 crore (at the rate of
?9.00/- per share). This is the 33^rd consecutive year of dividend
declaration by your Company with dividend payout-ratio during
the last five years, as under:

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ('SEBI (LODR) Regulations, 2015), the Board
of your Company has formulated a Dividend Distribution
Policy. The policy is available on the website of the Company
at: https://ntpc.co.in/sites/default/files/policy-documents/

Dividend-Distribution-Policy.pdf

3. Issue of Securities

During FY 2025-26, your Company issued 6.84% NTPC
Series-83-2035 Unsecured, Rated, Listed, Non-Cumulative,
Non-Convertible Redeemable Debentures of face value of
?1,00,000 each aggregating to ?4,000 crore and 6.89% NTPC
Series-84-2035 Unsecured, Rated, Listed, Non-Cumulative,
Non-Convertible Redeemable Debentures of face value of
?1,00,000 each aggregating to ?4,000 crore on private
placement basis. The funds were utilized for the purpose
for which they were raised, and there were no deviations or
variations in the utilization.

4. Integrated Report

Being one of the leading listed companies in the country in
terms of market capitalization, your Company, in reference
to Securities and Exchange Board of India (SEBI) circular no.
SEBI/HO/CFD/CMD/CIR/P/2017/10 dated 6^th February 2017
has voluntarily adopted the Integrated Reporting framework,
presenting a holistic view of its ability to create and sustain value
over the short, medium and long term. The Integrated Report
brings together both financial and non-financial information,

providing stakeholders with a comprehensive understanding
of the Company's strategy, governance, performance and
future outlook through the lens of the six capitals-Financial,
Manufactured, Intellectual, Human, Social & Relationship, and
Natural Capital.

5. Group Companies: Subsidiaries and Joint
ventures

Your Company is among India's largest integrated energy
conglomerates and has been at the forefront of the nation's
power sector development since its inception. With a robust
presence across the energy value chain and a growing portfolio
of conventional and renewable energy assets, the Company
continues to play a significant role in meeting the country's
evolving energy needs. Its subsidiaries and joint venture
companies further complement this growth by expanding
the Group's presence across diverse segments of the energy
ecosystem.

As on 31^st March 2026, your Company has total 11 subsidiary
companies and 17 joint venture companies, including 2
international joint ventures, engaged in various business
activities.

In addition, your Company has 9 step-down subsidiary
companies under its direct subsidiary companies.

Your Company, through its subsidiaries and joint ventures,
has established a diversified presence across the energy
value chain encompassing conventional and renewable power
generation, power trading, mining, nuclear energy, energy
efficiency, engineering services and allied businesses.

A brief profile and performance overview of the major
subsidiaries and joint ventures forms part of Annexure-I to this
Report.

6. Operational Performance

During FY 2025-26, your Company continued to demonstrate
strong operational performance and reliability in meeting
the nation's energy requirements. With an installed capacity
of 60,796 MW on a standalone basis, NTPC recorded power
generation of 352.787 Billion Units (BU). The performance
during the year was impacted by relatively subdued power
demand in coal power stations.

With an installed capacity of 89,108 MW at the Group level, the
power generation stood at 432.18 BU. The Group's generation
portfolio remained well diversified, with thermal stations
contributing 399.34 BU, while Hydro, Renewable and Pumped
Storage Projects contributed 14.46 BU, 17.16 BU and 1.22 BU,
respectively.

Reflecting its continued focus on asset reliability and
operational excellence, NTPC's coal-based stations achieved

a Plant Availability Factor (PAF) of 90.12% and an average
Plant Load Factor (PLF) of 72.04% during the year, significantly
outperforming the rest of India PLF of 63.20%.

Further, Korba, Lara, Darlipali, Rihand and Sipat stations were
ranked among the top 25 thermal power stations in India during
the year, reaffirming the Company's leadership in thermal
power generation.

Further details are provided in the 'Manufactured Capital'
section of the Integrated Annual Report. (Referpage no. 58)

7. Installed and Commercial Capacity

7.1 Installed Capacity

During FY 2025-26, your Company added 1,823 MW
to its installed capacity and reached 60,796 MW as at
31^st March 2026 (operations of 440 MW capacity at Tanda
Stage-I were permanently discontinued w.e.f. 1^st September
2025) against 59,413 MW as on 31^st March 2025.

FY 2025-26 marked a significant milestone in the growth
journey of the NTPC Group, with the highest-ever annual
capacity addition since inception. The Group added 9,618 MW
during the year, including 7,795 MW by its subsidiaries and joint
ventures, taking the installed capacity to 89,108 MW as on 31^st
March 2026 against 79,930 MW as on 31^st March 2025.

7.2 Commercial Capacity

During FY 2025-26, your Company continued its growth
trajectory with significant additions to its generation portfolio.
The standalone commercial capacity increased to 60,796
MW as on 31^st March 2026 from 59,413 MW in the previous
year. At the Group level, commercial capacity expanded to
87,977 MW from 79,930 MW, reflecting an addition of 8,488
MW (operations of 440 MW capacity at Tanda Stage-I were
permanently discontinued w.e.f. 1^st September 2025) during
the year.

The details of the commercial capacity are given below:

7.3 Capacity Expansion Program

Your Company has formulated a long-term Corporate Plan
which aims to have 60 GW of Renewable Energy capacity and
a total installed capacity of 149 GW (and 1 GW PSP) by 2032
and a total installed capacity of 244 GW (and 6.2 GW of PSP) by
2037. Your Company is actively taking up organic and inorganic
expansion of its power generation portfolio across diversified
source-mix consisting of thermal, hydro, renewable energy &
nuclear.

As on 31^st March 2026, projects with an aggregate capacity of
34,188 MW were under implementation, including 20,615 MW
being developed through subsidiaries and joint ventures. The
under-construction portfolio comprises 16,520 MW of coal-
based projects, 2,631 MW of hydro projects and 15,037 MW of
renewable energy projects.

The details of such projects are as under:

Further details are provided in the 'Manufactured Capital'
section of the Integrated Annual Report. (Referpage no. 58)

8. Commercial Performance

8.1 Billing and Realisation

Your Company continued to maintain a strong commercial
performance during FY 2025-26, achieving 100% realisation
of bills due for collection and meeting the realisation target
stipulated by the Government of India. A robust payment
security framework, supported by Letters of Credit and Tri¬
Partite Agreements with State Governments, Government of
India and the Reserve Bank of India, continued to provide an
effective mechanism for securing timely payments.

8.2 Power Trading in Power Exchange

Your Company continued to optimise value from its generation
portfolio through participation in various power market
segments, including the Integrated Day Ahead Market (I-DAM),
Term Ahead Market (TAM) and Real Time Market (RTM), in
accordance with the applicable regulatory framework through
its trading arm, NTPC Vidyut Vyapar Nigam Limited (NVVN).
Besides sale of un-requisitioned surplus power, the Company
also leveraged market opportunities for sale of regulated,
merchant, relinquished gas and infirm power.

During FY 2025-26, your Company sold record 8,285 Million
Units (MU) of electricity through various segments of the
power exchanges, with a transaction value of ?3,370 crore, as
against 6,392 MU valued at ?2,984 crore in the previous year,
registering a growth of about 29.6% in traded volume and
12.9% in transaction value.

8.3 Strengthening Customer Relationship

Customer centricity remains one of the core values of your
Company. During the year, NTPC continued to strengthen its
engagement with beneficiaries through structured customer
interaction and knowledge-sharing initiatives. The Company's
Customer Satisfaction Index (CSI) survey for FY 2025-26
continued to reflect an "Excellent” rating, reaffirming the
confidence and trust of its stakeholders in the quality and
reliability of its services.

Your Company offers training programs to the representatives
of beneficiary companies by conducting dedicated workshops
for DISCOM officials. A total of 26 programs of customer
knowledge sharing and interaction meets were organised in FY
2025-26.

The details of the various initiatives taken by your company
for strengthening its customer relationships are available in
the 'Social and Relationship Capital' section of the Integrated
Annual Report. (Referpage no. 90)

9. Project Management

Your Company follows a robust Integrated Project Management
and Control System (IPMCS) for planning, execution,

monitoring and control of its projects. The framework
integrates the efforts of various stakeholders, including
Government agencies, financing institutions, contractors,
vendors and internal functional groups, with the objective of
ensuring timely commissioning of projects within the approved
cost parameters while maintaining the highest standards of
safety and quality.

The IPMCS is supported by a structured governance framework
comprising Engineering Management, Quality Assurance &
Inspection, Contract Management and Site Management
Control Centres, which work in close coordination with support
functions such as Finance, Human Resources, Operations
Services, Corporate Planning and Information Technology.
Leveraging technology-enabled planning and monitoring
tools, the framework facilitates dynamic scheduling, effective
interface management and continuous review of project
milestones, thereby enabling integrated project implementation
and control under the overall guidance of Director (Projects).

Further details on the Company's project management and
execution framework are provided in the 'Manufactured Capital'
section of the Integrated Annual Report. (Referpage no. 58)

10. Engineering & Technology Excellence

Your Company continues to leverage advanced engineering
solutions and emerging technologies to strengthen operational
excellence and support its long-term energy transition
objectives. During FY 2025-26, focused efforts were made
towards the adoption of Battery Energy Storage Systems
(BESS), Green Hydrogen technologies, biomass co-firing,
Artificial Intelligence (AI) and Industrial Internet of Things (IIoT)-
based applications, aimed at enhancing system reliability,
operational efficiency and sustainability.

Complementing these technology-led initiatives, your Company
is advancing strategic infrastructure projects, including the
development of gas-based power facilities in the Andaman &
Nicobar Islands and the Great Nicobar Island Project, while
continuing to pursue innovative solutions in water conservation,
ash utilisation and digital plant management. These initiatives
reflect the Company's continued commitment towards building
a future-ready, resilient and sustainable energy ecosystem.

Further details are provided in the 'Intellectual Capital' and
'Manufactured Capital' sections of the Integrated Annual
Report. (Referpage no. 98 & 58)

11. Fuel Security and Supply Chain Management

Your Company continues to accord the highest priority to
fuel security as a critical enabler for reliable and affordable
power generation. During FY 2025-26, the Company further
strengthened its fuel supply chain through a diversified sourcing
strategy comprising long-term domestic fuel linkages, captive
coal mining operations, procurement from domestic market
sources and alternative fuel initiatives.

Enhanced domestic coal sourcing and increased production
from Group captive mines under commercial operation
contributed significantly towards strengthening fuel self¬
reliance. Coal production from group captive coal mines under
commercial operation increased to 47.88 million metric ton
(MMT) registering a growth of 8.5% vis-a-vis previous year
and meeting nearly 18% of the Company's coal requirement.
Supported by prudent inventory management and diversified
sourcing strategies, the Company maintained a healthy year-
end coal stock of 18.00 MMT and avoided coal imports during
FY 2025-26, thereby enhancing operational resilience amidst
evolving global energy and supply chain uncertainties.

Coal production started from Pakri Barwadih Northwest mine
in December 2025, and mine was declared commercially
operational with effect from 1^st April 2026. With the transfer
of Pakri Barwadih coal mines on 1^st April 2026, the transfer
of NTPC's mining business to NTPC Mining Limited (NML), a
wholly owned subsidiary, has been fully completed under the
business transfer agreement.

Your Company also continued to advance its fuel diversification
and decarbonisation efforts through large-scale biomass co¬
firing initiatives. During FY 2025-26, the Company co-fired
15.19 lakh MT of biomass pellets across 14 NTPC stations
and 4 Joint Ventures, registering a growth of 116% over the
previous year. In recognition of its leadership in promoting
sustainable fuel practices, the Company was conferred the
"Highest Biomass Consumer” Award by the Indian Federation
of Green Energy for FY 2025-26.

Further details relating to the Company's fuel security
framework, fuel sourcing strategy and supply chain
management initiatives are provided in the 'Management
Discussion and Analysis (MDA) Report' and the 'Manufactured
Capital' section of the Integrated Annual Report. (Refer page
no. 134 & 58)

12. Strategic expansion and Diversification

12.1 Strategic Diversification - Increasing Self-Reliance

In its endeavor to strengthen long-term competitiveness and
create sustainable value, your Company has progressively
diversified its business portfolio to emerge as an integrated
energy major with a presence across the entire power value
chain. Through strategic backward and forward integration into
areas such as coal mining, power equipment manufacturing,
power trading and distribution, the Company continues to
enhance its operational resilience and self-reliance while
actively evaluating emerging business opportunities aligned
with its long-term growth strategy.

Your Company is also pursuing opportunities to strengthen
and diversify its generation portfolio and unlock value through
strategic investments and acquisitions. In line with this
approach, NTPC in consortium with Maharashtra State Power
Generation Co. Limited (MAHAGENCO) has acquired Sinnar
Thermal Power Limited (STPL), having an installed capacity of
1,350 MW (5x270 MW), located at Sinnar, Nashik, Maharashtra
on 24^th February 2026 through the resolution process under
the Insolvency and Bankruptcy Code, 2016, as approved by the
National Company Law Tribunal (NCLT).

In addition to expanding its presence within the conventional
power segment through strategic acquisitions, your Company
also made significant progress in emerging energy technologies
during FY 2025-26 as part of its strategy to support India's energy
transition and build a future-ready energy portfolio. During the
year, key milestones were achieved in nuclear energy, pumped
storage and BESS, including the laying of the foundation stone
for the 2,800 MW Mahi Banswara Atomic Power Project and
receipt of excavation consent for Units I & II, advancement of an
approximately 18 GW pumped storage portfolio with multiple
projects under various stages of development, and award of
BESS projects aggregating 5 GWh capacity under the Viability
Gap Funding (VGF) scheme. These initiatives are expected
to enhance grid flexibility, facilitate renewable integration and
strengthen long-term energy security.

12.2 Asset Monetization

In the meeting of Core Group of Secretaries on Asset
Monetization (CGAM) held on 6^th February 2025, your Company
has been allotted asset monetization target of ?27,000 crore to
be achieved in tranches over FY 2025-26 to FY 2029-30.

13. New Business Areas

13.1 Opportunities with States and Central Public Sector
Enterprises (CPSEs):

a) Collaboration with UP State Power Sector:

Your Company continues to strengthen its strategic
partnership with the Government of Uttar Pradesh for
development of large-scale power infrastructure in the
State. During FY 2025-26, NTPC accorded approval for
an equity commitment of ?3,173.67 crore towards the
proposed development of Meja Stage-II (3x800 MW)
through Meja Urja Nigam Private Limited (MUNPL), a
joint venture between NTPC and Uttar Pradesh Rajya
Vidyut Utpadan Nigam Limited (UPRVUNL) for revision
of the project capacity from 1,320 MW to 2,400 MW.
After closure of FY 2025-26, post approval from the
Government of Uttar Pradesh, NTPC and UPRVUNL signed
Supplementary Joint Venture Agreement (SJVA)-III for
MUNPL on 4^th June 2026 for incorporation of provisions

related to capacity enhancement of Meja Stage-II from
2x660 MW to 3x800 MW in the Joint Venture Agreement
(JVA).

In addition, your Company continues to pursue the
expansion of MUNPL through Stage-II units and the
development of 2x800 MW supercritical thermal power
projects at Obra and Anpara in collaboration with
UPRVUNL, subject to requisite approvals and statutory
clearances.

b) Emerging Strategic Collaborations

Your Company has entered into strategic collaborative
arrangements with Gujarat Mineral Development
Corporation (GMDC), Gujarat Power Corporation Limited
(GPCL), Gujarat State Electricity Corporation Limited
(GSECL) and GAIL (India) Limited through Memorandum
of Understanding (MoU) to explore opportunities in
areas such as fuel security, coal and lignite gasification,
conventional and renewable energy projects, energy
storage solutions, and emerging clean energy businesses
including Green Hydrogen, Green Ammonia and Green
Methanol. These initiatives are intended to strengthen
strategic partnerships, diversify business opportunities
and support NTPC's long-term growth and energy
transition objectives.

The details of these initiatives are available in the
'Manufactured Capital' section of the Integrated Annual
Report. (Refer page no. 58)

14. Global Initiatives

14.1 International Investment Projects:

Your Company continues to strengthen its international
presence by leveraging its project development, project
management and O&M capabilities across strategic overseas
markets through various joint ventures. Details of existing
international joint ventures are provided at Annexure-I.

Your Company is going to develop a 15 MW Floating Solar
PV project with 12 MW/48 MWh BESS at Tamarind Falls
Reservoir, Mauritius under Government-to-Government route.
The project was announced in September 2025 during the visit
of the Prime Minister of Mauritius to India. Thereafter, NTPC
has incorporated 'NTPC (Mauritius) Energy Limited' a wholly
owned subsidiary in Mauritius on 26^th June 2026 to undertake
the aforesaid project.

14.2 Global Consultancy and International Cooperation

Your Company continues to expand its international consultancy
footprint by leveraging its expertise in project management,
renewable energy, operations & maintenance (O&M), renovation
& modernisation (R&M) and power sector advisory services. As
a Corporate Partner of the International Solar Alliance (ISA),
NTPC continues to provide Project Management Consultancy
(PMC) services for solar energy projects across several ISA
member countries in Africa and Latin America, supporting the
global transition towards sustainable energy.

Beyond ISA assignments, your Company has secured and
executed consultancy assignments across various countries
including South Africa, Fiji, Belize, Jamaica, Liberia, Papua New
Guinea, Saint Vincent & the Grenadines, Trinidad & Tobago and
Nepal through both competitive bidding and nomination routes.
These engagements reflect the growing global recognition of
NTPC's technical capabilities and reinforce its position as a
trusted partner in the international power and energy sector.

Building on its established capabilities and global experience,
your Company continues to explore opportunities for invest¬
ments in renewable energy and consultancy assignments
across Africa, the Middle East, SAARC, ASEAN and Latin
American regions, with a focus on expanding its international
business portfolio and supporting the global energy transition.

Further details of the Company's international initiatives and
collaborations are provided in the Integrated Annual Report.
(Refer page no. 26)

14.3 Strategic Tie-ups and International MoUs

Your Company continues to strengthen its international
engagement through strategic partnerships and collaborative
arrangements with leading utilities and energy organisations
across the world through MoUs and cooperation agreements.

During FY 2025-26 and as on date of the report, your Company
has entered into MoUs with the ASEAN Centre for Energy
(October 2025), Saudi Energy formerly known as Saudi
Electricity Company (September 2025), Holtec International,
USA (January 2026), Octopus Energy, United Kingdom (March
2026), EDF, France (April 2026), Rosatom Energy Projects
& Atomstroyexport, Russia (April 2026), and Assystem
International, France (May 2026). These collaborations are
aimed at deepening global partnerships, exploring opportunities
in renewable energy, energy storage, digital energy platforms
and advanced nuclear technologies, including Small Modular
Reactors (SMRs), VVER reactors and EPR technology, while
promoting localisation, capability building, engineering
excellence and long-term energy security.

In addition, your Company continues to build upon its existing
collaborations under MoUs signed earlier, including with
ESKOM Holdings, South Africa (November 2024) and Nepal
Electricity Authority, Nepal (January 2024), which remain under
active engagement for fostering cooperation in the power
sector.

14.4 Training and Capability Building Programs

Your Company actively supports international capacity
building and knowledge sharing in the power sector through
structured training programs and technical engagements,
thereby strengthening institutional relationships, enhancing
global goodwill and fostering long-term opportunities for
collaboration.

Under various frameworks including Indian Technical and
Economic Cooperation (ITEC), ISA, and bilateral agreements,
your Company has organized 42 capacity building programs
during the last three years. These initiatives have benefited over
850 participants from more than 50 countries, covering key
areas such as cross-border electricity trade, smart grids, energy
storage, green hydrogen and other emerging technologies.

15. Domestic Consultancy Services

Your Company's Consultancy Division continues to support
the Indian energy sector through its extensive experience
and technical expertise, offering integrated consultancy
services spanning the entire project lifecycle — "From Concept
to Commissioning and beyond.” The Division provides
specialised services across Engineering, Project Management,
O&M, Contracts & Procurement, R&M, Quality & Inspection,
Information Technology, Renewable Energy projects and
implementation of environmental compliance measures.

During FY 2025-26, the Consultancy Division secured order
bookings aggregating T185.43 crore and submitted 135
proposals covering 68 clients. The Division is presently
executing 109 active domestic assignments across diverse
sectors, including thermal and renewable energy projects,
environmental compliance, O&M and R&M services, distribution
and IT solutions. During the year, significant consultancy
assignments were secured for major power sector projects,
including thermal power projects of Singareni Collieries
Company Limited (SCCL), Jhabua Power Limited, Damodar
Valley Corporation and Odisha Power Generation Corporation.

The Consultancy Division continues to leverage its technical
expertise to explore opportunities across emerging segments
of the energy sector, while strengthening its established service
offerings.

Highlights of domestic consultancy services are available in
the 'Manufactured capital' section of the Integrated Annual
Report. (Referpage no. 58)

16. Financing of New Projects / Capital Expenditure

During FY 2025-26, the Group capital expenditure (CAPEX),
including Joint Ventures and Subsidiaries, rose to ?55,985.82
crore, making a notable increase from ?48,594.59 crore in
FY 2024-25. On a standalone basis, CAPEX recorded strong
growth reaching ?26,082.85 crore from ?23,664.59 crore in the
previous year, on accrual basis.

Your Company continues to adopt a prudent and well-defined
financing strategy to support its capacity expansion and long¬
term growth plans. The funding structure for various projects is
aligned with their underlying business characteristics, generally
following a debt-equity ratio of 70:30 for thermal, hydro and
coal mining projects and 80:20 for renewable energy projects.
The Board is confident that the Company's strong internal
accruals will adequately support the equity requirements for
upcoming projects.

With a low-geared capital structure and robust credit ratings,
your Company is well-positioned to secure the necessary
borrowings. It continues to explore both domestic and
international funding avenues, including overseas development
assistance from bilateral agencies, to mobilize debt for its
planned capacity expansion.

Additionally, your Company actively undertakes debt swapping
for domestic loans, strategically replacing high-interest loans
with lower-cost borrowings to optimize the overall cost of
debt. Continuous engagement and negotiation with banks
to further reduce interest rates remain a key focus, enabling
your Company to keep borrowing costs competitive and
strengthening financial efficiency.

The detail of funding is provided in the 'MDA Report' which
forms part of this Integrated Annual Report. (Refer page
no. 134)

17. Fixed Deposits

With effect from 11^th May 2013, your Company ceased
accepting new deposits and renewing existing deposits
under the Public Deposit Scheme. Consequently, there are no
deposits that are non-compliant with the provisions outlined in
Chapter-V of the Companies Act, 2013.

The details relating to deposits, as per the Companies Act,
2013 are as under:

* Pending for completion of legal formalities/ restraint orders/ non¬
receipt of claims.

18. Renovation and Modernization (R&M)

The Company continues to pursue R&M of its ageing
generating thermal power units as a key strategic initiative to
enhance asset longevity, operational reliability, and sustainable
performance. R&M interventions are undertaken for units
that have completed or are nearing 25 years of commercial
operation, with the objective of extending their useful life
and ensuring continued safe, efficient, and environmentally
compliant operation.

The program focuses on replacement of obsolete equipment,
refurbishment of critical systems, and deployment of modern
technologies to improve plant reliability, availability, efficiency,
and maintainability. It also supports compliance with evolving
statutory, environmental, and grid management requirements.

Through a structured and phased approach to modernization,
the Company aims to mitigate the impact of asset ageing
and technological obsolescence, optimize the life-cycle
performance of its generating assets, and ensure their reliable
contribution to the nation's energy security.

19. Sustainable Development

Sustainable development remains an integral part of your
Company's long-term business strategy and value creation
framework. Guided by its commitment to responsible and
sustainable growth, the Company continues to integrate
Environmental, Social and Governance (ESG) principles
across its operations and business processes through a
structured ESG Management System (ESG-MS), supported by
strategic oversight of the Board-level ESG and Climate Change
Committee.

During FY 2025-26, NTPC achieved a notable two-notch
upgrade in its ESG rating from Morgan Stanley Capital
International (MSCI), progressing from 'CCC' to 'B' and
subsequently to 'BB'. This recognition reflects the Company's
strengthened corporate governance framework and significant
advancements in sustainability and ESG performance,
including enhanced health and safety management practices.

Further, your Company's S&P Corporate Sustainability
Assessment (CSA) score improved to 50, as against the global
average of 41, reflecting sustained advancement across
leading global ESG benchmarks.

Further details relating to the Company's sustainability
initiatives, ESG performance and value creation approach are
provided in the 'Human Capital', 'Natural Capital' and 'Social &
Relationship Capital' sections of the Integrated Annual Report.
(Refer page no. 80, 68 & 90)

20. Fly Ash Utilization

Ash generated from coal-based thermal power plants is
a valuable resource for the cement industry, construction

sector, and manufacturers of building materials. It is widely
utilized in cement manufacturing, road construction,
flyover embankments, mine filling, and other infrastructure
development activities, thereby contributing to conservation
of natural resources and reducing degradation of fertile
agricultural land. Various innovative initiatives and sustainable
practices are also being undertaken to enhance overall ash
utilization across NTPC stations.

Sustainable ash utilization continues to remain a key focus
area for all NTPC coal-based power stations. To strengthen and
streamline these efforts, NTPC has established a dedicated Ash
Utilization Group at Corporate Centre, supported by station-
level teams responsible for effective planning, monitoring, and
implementation of ash utilization activities. NTPC remains
committed towards sustaining 100% ash utilization in line with
statutory guidelines and environmental stewardship objectives.

Project-wise details of ash generation and utilization are
provided at Annexure-IX of this Report.

21. Corporate Social Responsibility

Corporate Social Responsibility (CSR) has always been an
integral part of your Company's philosophy and business
approach, reflecting its commitment towards inclusive growth,
community development and environmental sustainability.
Guided by the CSR and Sustainability Policy of the Company,
your Company undertakes need-based interventions aimed
at improving the quality of life of communities, particularly in
and around its areas of operation, while contributing to broader
national development priorities.

Your Company's CSR initiatives are focused on key areas such
as healthcare, sanitation, safe drinking water, education, skill
development, women empowerment, livelihood generation,
support for persons with disabilities, social infrastructure
development and environmental sustainability. Preference
continues to be accorded to local areas surrounding the
Company's operations, while select initiatives are also
undertaken across the country to supplement developmental
efforts and promote inclusive growth.

During FY 2025-26, your Company's CSR programmes
benefitted more than 1,000 villages, and over 1,400 Schools,
positively impacting the lives of around 22 lakh people across
various regions of the country.

Your Company commenced its flagship Corporate Social
Responsibility (CSR) initiative - Girl Empowerment Mission
(GEM) for the Summer Workshop 2026 across 42 stations in
the country. Launched in 2018 as a pilot project at just three
locations with 392 participants, the GEM initiative has evolved
into a national movement. Over the years, GEM has expanded
its footprint to 17 states, providing life-changing opportunities
to over 16,000 young girls.

In line with its commitment towards sustainable social
development, your Company actualised ?526.98 crore (including
set-off) towards CSR initiatives during FY 2025-26 against the
statutory CSR obligation of ?411.98 crore. The Company also
continues to implement several flagship programmes through
the NTPC Foundation, which works towards the empowerment
of economically weaker sections and persons with disabilities
through focused interventions in the areas of health, education,
sports and community welfare.

The Annual Report on CSR, pursuant to Section 135 of the
Companies Act, 2013 and the Rules made thereunder, is
provided at Annexure-V. Further details of the CSR initiatives
undertaken by your Company are provided in the 'Social &
Relationship Capital' section of the Integrated Annual Report.
(Refer page no. 90)

22. Rehabilitation and Resettlement (R&R)

Your Company remains committed to ensuring that project
development is undertaken in a socially responsible and
inclusive manner, with due regard to the interests of Project
Affected Families (PAFs) and local communities. Guided by
its Resettlement & Rehabilitation (R&R) Policy, 2017, which is
aligned with the provisions of the Right to Fair Compensation
and Transparency in Land Acquisition, Rehabilitation and
Resettlement Act, 2013, the Company endeavours to facilitate
sustainable livelihood restoration and improve the socio¬
economic well-being of affected families through a structured
framework of rehabilitation and community development
initiatives.

During FY 2025-26, R&R and Community Development activities
continued across the Company's thermal, hydro and coal
mining projects in accordance with the approved R&R Plans
and in consultation with the concerned stakeholders. Over the
last ten years, your Company has incurred an expenditure of
more than ?2,682 crore towards Community Development
works under various R&R Plans, reaffirming its commitment to
inclusive and sustainable growth.

Further details on the Company's R&R framework, policies and
initiatives are provided in the 'Social & Relationship Capital'
section of the Integrated Report. (Referpage no. 90)

23. NTPC Energy Technology Research Alliance
(NETRA)

Research and Development (R&D) continues to be a strategic
enabler for your Company's long-term growth, operational
excellence and energy transition journey. Recognising the
critical role of innovation in enhancing energy security,
improving operational efficiency and advancing sustainability,
the Company continues to invest significantly in research and
technology development. During FY 2025-26, an expenditure of
?583.20 crore was incurred towards R&D activities.

Your Company's dedicated R&D centre, NETRA, serves as the
focal point for technology development, advanced scientific
services and innovation across the energy value chain. NETRA
actively collaborates with leading academic institutions,
research organisations and technology partners in India and
abroad to accelerate the development and deployment of next-
generation energy solutions.

NETRA's research initiatives are focused on emerging areas
such as Carbon Capture, Utilisation and Storage (CCUS), Green
Hydrogen, advanced energy storage systems, coal gasification,
ash utilisation technologies, waste-to-energy solutions
and renewable energy integration, while also supporting
improvements in plant efficiency, reliability and environmental
performance.

Further details relating to the Company's R&D initiatives and
technology projects are provided in the 'Intellectual Capital'
section of the Integrated Annual Report. (Referpage no. 98)

24. Risk Management

Your Company has established a robust Enterprise Risk
Management (ERM) framework to identify, assess, monitor
and mitigate risks across its business operations in a
structured and proactive manner. The framework is aligned
with the requirements of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 and was further strengthened
during FY 2025-26 through its revision in July 2025 to enhance
alignment with the principles of ISO 31000:2018. The Board-
level Risk Management Committee (RMC) provides strategic
oversight and periodically reviews key enterprise risks and the
effectiveness of mitigation measures.

The revised ERM framework facilitates systematic
identification and management of strategic, operational,
financial, legal & compliance, technological and environmental
& social risks, enabling the Company to effectively respond to
the evolving business landscape. Your Company is also the
first CPSE in the power sector to implement a comprehensive
Business Continuity Plan (BCP) aligned with ISO 22301:2019,
reinforcing its commitment towards organisational resilience
and business continuity.

Your Company also manages its foreign exchange exposures
through a well-defined Exchange Risk Management Policy,
including the use of appropriate hedging instruments, to
mitigate risks arising from foreign currency denominated
borrowings and procurement contracts. During FY 2025-26, the
Company entered into derivative contracts aggregating to JPY
15,989.65 million, USD 487.66 million and EUR 12.89 million
towards management of foreign currency loan exposures.

Further details on the Company's risk management framework
and key risk areas are provided in the 'Risk Management'
section of the Integrated Annual Report. (Referpage no. 44)

25. Human Resource Management

Your Company firmly believes that its people are the cornerstone
of its sustained growth and competitive advantage. Guided
by its Employee Value Proposition, "People before PLF”
the Company continues to invest in building a future-ready
workforce through its four strategic pillars of Competence,
Commitment, Culture and Systems Building, thereby fostering
a high-performance, learning-oriented and inclusive work
environment.

The Company's human resource strategy remains focused
on leadership development, succession planning, continuous
learning, employee engagement and digital transformation.
Leveraging contemporary HR practices and technology-
enabled systems, NTPC continues to strengthen employee
experience while promoting diversity, equity and inclusion
across the organisation.

The Company's people-centric initiatives and learning
ecosystem continued to receive wide recognition during
the year, with NTPC being featured in the TIME World's Best
Companies 2025 list and certified as a Top Employer 2026
(India) by the Top Employers Institute, among several other
national and international recognitions.

Further details on the Company's human resource initiatives
and achievements are provided in the 'Human Capital' section
of the Integrated Annual Report. (Referpage no. 80)

26. Implementation of Official Language

Your Company continues to accord high priority to the
progressive use of Hindi in its official work and to the effective
implementation of the Official Language Policy of the Union of
India. Various initiatives are undertaken across the Corporate
Centre, Regional Headquarters and Projects/Stations to
promote the use of Hindi in administrative and operational
functions, supported by regular reviews, inspections and
capacity-building programmes.

During FY 2025-26, Hindi Diwas was celebrated on
14^th September 2025 and Hindi Pakhwada was organised from
14^th to 29^th September 2025 across the Company to encourage
greater use of Hindi and promote linguistic awareness among
employees and their family members. The Official Language
Implementation Committee continued to review the progress of
implementation and provide guidance for further strengthening
the use of Hindi in official work. The Company's bilingual
website, digital initiatives and publication of its biannual Hindi
magazine 'Vidyut Swar' further contributed towards promoting
the use and creative expression of Hindi.

During the year, the Second Sub-Committee of the
Parliamentary Committee on Official Language reviewed

the implementation of the Official Language Policy at the
Company's Regional Headquarters and Units and appreciated
the efforts made by your Company in this regard.

27. Vigilance

Your Company is committed to uphold the highest standards
of integrity, transparency and ethical conduct across all its
business operations. To promote objective decision-making
and strengthen corporate governance, the Company has a
well-established Vigilance Department headed by the Chief
Vigilance Officer (CVO), supported by Head of Department
and further assisted by a network of Vigilance Executives
across the Corporate Centre and Project locations. The
Vigilance framework encompasses investigation, disciplinary
proceedings, technical examination, surveillance & detection
and management information systems, with a strong emphasis
on preventive and participative vigilance.

The Corporate Vigilance function is certified under ISO 9001
(Quality Management System) and ISO 37001 (Anti-Bribery
Management System), reflecting the Company's commitment
to internationally recognised governance practices. During the
year, the Company further strengthened its vigilance ecosystem
through enhanced digitalisation of vigilance processes and the
revision of its Whistle Blower Policy, reinforcing transparency,
accountability and ethical business conduct. The Integrity
Pact mechanism continues to be implemented for eligible
procurement contracts, further promoting fairness and
transparency in the procurement process.

The detail of your Company's vigilance work is provided in the
'Ethics and Vigilance section' of our Integrated Annual Report.
(Refer page no. 48)

28. Redressal of Public Grievances

Your Company is committed to resolve public grievance in
an efficient and time bound manner. Chief General Manager
(HR), CC-EOC Noida has been designated as Director (Public
Grievance), NTPC to facilitate earliest resolution of public
grievances received from citizens through President Secretariat,
Prime Minister's Office, Ministry of Power etc.

To ensure transparent and time-bound redressal of public
grievances, the Department of Administrative Reforms &
Public Grievances (DARPG), Government of India (GOI), has
implemented a web-based monitoring system through the
CPGRAMS portal (https://www.pgportal.gov.in). which has
been adopted by NTPC and integrated with its website for
effective grievance resolution.

As per directions of GOI, public grievances are to be resolved
within a period of 21 days. Your company is making all efforts
to resolve grievances in the above time frame.

29. Right to Information (RTI)

Your Company remains committed to promoting transparency,
accountability and good governance in its operations. In
compliance with the provisions of the Right to Information Act,
2005 (RTI Act), the Company has established the necessary
institutional framework, including the appointment of Central
Public Information Officers (CPIOs), Appellate Authorities and
Assistant Public Information Officers (APIOs) across its offices
and project locations, to facilitate timely dissemination of
information and effective redressal of requests received under
the RTI Act.

30. Information and Communication Technology for
Productivity Enhancement

Information and Communication Technology (ICT) continue to
serve as a strategic enabler for your Company, supporting its
digital transformation journey through enhanced operational
efficiency, data-driven decision making and improved
stakeholder experience. During FY 2025-26, your Company
further strengthened its digital ecosystem through the
adoption of advanced technologies including AI, analytics-
driven applications and enterprise-wide digital platforms. Key
digital initiatives introduced during the year include Wagon
Tippler-Safe Operation, Demand-based Coal Planning and
Cost Optimisation, Advanced Pattern Recognition (APR), AI¬
generated synopses of e-Office files, Automated Summary
Sheets and 'Talk to Document - Jyotibot', aimed at promoting
safer operations, optimal resource utilisation and enhanced
productivity.

The Company also expanded its digital governance framework
through the rollout of several technology-enabled solutions,
including, enhanced Suraksha App (Version 2.8) and the
Demand Forecast System for NVVN. In addition, various
web and mobile applications, such as the Biomass Pellet
Management System, UJJIVAN for Ayush Centres, the New
Audit Monitoring App@NTPC (NAMAN) portal, NTPC CSR
Project Monitoring System, Ash Transportation & Monitoring
(AsTraM) Portal, Company Secretariat Portal for NTPC Group
companies, Legal Cases Tracking System and Compliance
Management System, were implemented to further strengthen
operational excellence, governance and stakeholder service
delivery.

The Company's sustained focus on digital innovation and
technology excellence received wide recognition during
the year through several prestigious industry accolades,
including the PSE Excellence Awards 2025 & 2026, CII Digital

Through these mechanisms, your Company continues to
uphold the spirit and objectives of the RTI Act by ensuring
greater accessibility to information and fostering transparency
in its functioning.

The status of RTI Applications & Appeals during the FY 2025¬
26 for your Company is as follows and the Company suo moto
discloses the details of RTI applications and appeals on its
website at www.ntpc.co.in:

Transformation (DX) Awards 2025, Governance Now PSU
IT Awards 2025, and the NASSCOM-DSCI Excellence Award
2025 for best security practices in the energy sector. Further
details on the Company's digital initiatives and ICT-enabled
transformation are provided in the 'Intellectual Capital' section
of the Integrated Annual Report. (Referpage no. 98)

31. Web-based Contractors' Labour Information and
Management System (CLIMS)

Your Company has successfully implemented an in-house, web-
based solution - Contractors' Labour Information Management
System (CLIMS) hosted on a captive private cloud. CLIMS
streamlines key labour management processes, ensuring
mandatory pre-deployment health checkups, safety training
and compliance with statutory social security and welfare
legislations for contract workers. The system is equipped with
a fully biometric access control mechanism, enabling real¬
time information on the availability of workers in various jobs
and at the same time, augmenting the security of the power
plant. Additionally, CLIMS provides contracting agencies with
a digitised database of their workforce, facilitating efficient
administration of wage and other statutory entitlements.

CLIMS incorporates a range of features to enhance workforce
management. This comprehensive system enables effective
monitoring of the digitised database of the workers engaged
by contracting agencies and ensure coverage of the workers
for statutory social security measures. By adopting CLIMS,
your Company has improved the overall labour management
process, facilitating overall well-being and safety of the
contractors' worker.

32. Information Pursuant to Statutory and other
Requirements

Information required to be furnished as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 thereto are as under:

32.1 Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace

Your Company is committed to provide a safe, secure and
inclusive work environment that upholds the dignity of
all employees and is free from discrimination and sexual
harassment. In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act), the Company has
constituted Internal Committees as required under the
POSH Act.

The Company has in place policy provisions on the prevention,
prohibition, and redressal of sexual harassment at the
workplace, in accordance with the requirements of the POSH
Act.

The Internal Committees are responsible for addressing
complaints relating to sexual harassment and promoting
a culture of respect, dignity and gender sensitivity across
the organisation. All Internal Committees are onboarded on
the SHe-Box portal, and the Company regularly conducts
awareness and sensitisation programmes to reinforce a
workplace environment that is inclusive, respectful and free
from harassment.

Details of complaints are as under:

*The remaining one complaint was received on 7^th March 2026, and
inquiry report has been finalized on 19^th May 2026.

32.2 Compliance with Maternity Benefit Act, 1961

Your Company has been complying with the provisions of
the Maternity Benefit Act, 1961.

32.3 Statistical information on persons belonging to Scheduled
Caste / Scheduled Tribe categories & Information on
Differently Abled persons.

Pursuant to DPE guidelines, Statistical information on
reservation of SCs/STs/OBCs for the year 2025-26 &
Information on Persons with Benchmark Disabilities (PwBD)
are placed at Annexure-VII & VIII, respectively.

32.4 Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo

Your Company accords high priority to energy conservation
and operational efficiency across its generation portfolio.
Continuous performance monitoring of its plants
and stations, coupled with the adoption of advanced
technologies and global best practices, enables sustained
improvement in energy utilisation. During FY 2025-26,
various energy conservation initiatives were implemented
across the Company's operations, resulting in enhanced
operational efficiency and tangible energy and cost savings.

In accordance with the provisions of the Companies Act,
2013, and rules notified thereunder, the details relating
to Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo are placed at
Annexure-IV.

32.5 Government of India Memorandum of Undertaking
(GoI MoU) 2025-26 - Achievements

The GoI MoU is a performance agreement executed between
the management of CPSEs and the GOI. It is a major policy
initiative of the GOI to undertake a structured evaluation and
drive improvements in the overall performance of CPSEs.

The GoI MoU for FY 2025-26 was signed between the
Ministry of Power and NTPC on a group basis. During the
year, your Company delivered a resilient performance
across major parameters. The key achievements against
the targets of the MoU 2025-26 are enclosed separately at
Annexure-X.

32.6 Procurement from Micro and Small Enterprises (MSEs)
and Procurement through GEM

In alignment with the GOI's Public Procurement Policy for
MSEs Order, 2012, your Company continues to demonstrate
its strong commitment to fostering inclusive and equitable
growth by promoting active participation of MSEs in its
procurement processes. During the FY 2025-26, your
Company on consolidated basis procured items valuing
?10,801.67 crore from MSE vendors which was 63.28%
of the total procurement* of ?17,069.43 crore. Out of this,
the procurement percentage from MSEs owned by SC/ST
and Women Entrepreneurs was ?165.16 crore and ?662.93
crore, respectively.

Further, your Company has registered a procurement
of Goods & Services worth ?20,864 crore through the
Government e-Marketplace (GeM) portal (including
subsidiaries), representing 99.35% of the total GeM-eligible
procurement of ?21,000 crore.

Your Company has conducted 33 Vendor Development
Programs (VDPs), including 24 Special VDPs for MSEs
owned by SC/ST and Women Entrepreneurs across the
Company.

Procurement plan from MSEs is uploaded onhttps://ntpc.
co.in/procurement-plan.

*Excluding Primary fuel Secondary fuel, steel cement, project
procurement including Renovation & Modernization and
procurement from Original Equipment Manufacturer (OEM)/
Original Equipment Supplier (OES)/ Proprietary Article Certificate
(PAC) as per Order of the Development Commissioner Ministry of
MSME vide letter No. F. No. 21(9)/2017-MA(Pt-I) (E-17230) dated
31^st August 2021.

32.7 Statutory Auditors

The Statutory Auditors of your Company are appointed
by the C&AG. Joint Statutory Auditors for the FY 2025¬
26 were (i) M/s. Vinod Kumar & Associates, Chartered
Accountants, New Delhi (ii) M/s. Goyal Parul & Co.,
Chartered Accountants, New Delhi (iii) M/s. M. C. Bhandari
& Co., Chartered Accountants, Hyderabad (iv) M/s. J K S S
& Associates, Chartered Accountants, Jaipur (v) M/s. Agasti
& Associates, Chartered Accountants, Bhubaneshwar and
(vi) M/s. S. N. Kapur & Associates, Chartered Accountants,
Kanpur.

32.8 Cost Auditors

As prescribed under the Companies (Cost Records and
Audit) Rules, 2014, the Cost Accounting records are being
maintained by all stations and Coal mines of your Company.

The firms of Cost Accountants appointed under Section
148(3) of the Companies Act, 2013 for the FY 2025-26
were i) M/s Chandra Wadhwa And Co, New Delhi ii) M/s
Dhananjay V Joshi & Associates, Pune iii) M/s Niran & Co.,
Bhubaneswar iv) M/s R M Bansal & Co., Kanpur. The due date
for filing the consolidated Cost Audit Report in XBRL format
for the financial year ended 31^st March 2025 was upto 27^th
September 2025 and the consolidated Cost Audit Report for
your Company was filed with the Central Government on 8^th
August 2025.

The Cost Audit Report for the financial year ended 31^st
March 2026 shall be filed within the prescribed time period
under the Companies (Cost Records & Audit) Rules, 2014.

32.9 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI (LODR)
Regulations, 2015, the Board of Directors had appointed
M/s Agarwal S. & Associates, Company Secretaries, as the
Secretarial Auditors of the Company to conduct secretarial
audit for a period of five financial years commencing from
the FY 2025-26.

32.10 Management comments on Statutory Auditors' Report

The Statutory Auditors of the Company have given an un¬
qualified report on the accounts of the Company for the
FY 2025-26. However, they have drawn attention under
'Emphasis of Matter' to the following notes of the Standalone
and Consolidated Financial Statements:

Standalone Financial Statements:

(i) Note No. 2(h) with respect to a Business Transfer
Agreement (BTA) dated 17^th August 2023 as
amended on 17^th September 2025 with 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^st April 2026 to NML.

(ii) Note No. 24(d) with respect 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^st April 2024
amounting to ?902.81 crore, as non-tariff income
(NTI) to be shared with the beneficiaries.

Consolidated Financial Statements:

(i) Note No. 25(f) relating 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 Group has
also accounted for the accumulated amount in
the ash utilization reserve fund as at 1^st April 2024
amounting to ?919.09 crore, as non-tariff income
(NTI) to be shared with the beneficiaries.

The above-mentioned issues have been adequately explained
in the Notes referred to by the Auditors.

32.11 Review of accounts by Comptroller & Auditor General of
India (C&AG)

The C&AG vide letter dated 1^st August 2026, has given NIL
comments on the Standalone Financial Statements of your
Company for the financial year ended 31^st March 2026 after

conducting supplementary audit under Section 143 (6) (a)
of the Companies Act, 2013.

The C&AG vide letter dated 1^st August 2026, has given NIL
comments on the Consolidated Financial Statements of
your Company for the financial year ended 31^st March 2026
after conducting supplementary audit under Section 143 (6)
(a) read with Section 129 (4) of the Companies Act, 2013.

The aforesaid reports are being placed with the report
of Statutory Auditors of your Company elsewhere in this
Annual Report.

32.12 Secretarial Audit Report and Management Response
thereto

The "Secretarial Audit Report” from the Secretarial Auditor in
Form MR-3, as required under Section 204 of the Companies
Act, 2013 read with rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this report and placed at Annexure-
XI. The Management Response on the qualifications given
in the Secretarial Auditor Report is placed at Annexure-XII.

32.13 Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors
nor the secretarial auditor has reported to the audit
committee, under Section 143 (12) of the Companies
Act, 2013, any instances of fraud committed against your
Company by its officers or employees, the details of which
would need to be mentioned in the Director's report.

32.14 Adequacy of Internal Financial Controls with reference to
Financial Reporting

Your Company has in place adequate internal financial
controls with reference to financial reporting. During the
year, such controls were regularly tested and no reportable
material weakness in the design, implementation and
operation effectiveness was observed.

32.15 Credit Ratings

Your Company continues to maintain strong credit ratings
from leading rating agencies, reflecting its sound financial
position and prudent financial management practices. The
details of credit ratings are disclosed in the MDA Report
and Corporate Governance Report at Annexure-II and
Annexure-III, respectively.

32.16 Key Financial Ratios

Your Company continues to maintain strong financial
discipline and a robust balance sheet, characterised by
prudent capital management, healthy cash flows, and
comfortable leverage levels. The Company demonstrated

healthy profitability and strong credit fundamentals,
enabling access to funds at competitive rates in domestic
as well as international markets.

Key Financial Ratios for the financial year ended 31^st March
2026, have been provided under Note 74 of the Notes to the
Accounts of the Standalone Financial Statement and in the
MDA Report placed at Annexure-II.

32.17 One-time Settlement and Valuation

During the FY 2025-26, no event has taken place that gives
rise to reporting of details w.r.t. difference between amount
of the valuation done at the time of one-time settlement
and the valuation done while taking loans from the Banks or
Financial Institutions.

32.18 Consumption of Imported Goods (On consolidated basis)

The consumption of imported goods for your Company at
group level is as follows:

32.19 Proceeding pending under the Insolvency and Bankruptcy
Code, 2016

During the year under review, no application was made &
accepted or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the FY 2025-26.

32.20 Significant and Material Orders passed by the Regulators
or Courts or Tribunals impacting the going concern status
and Company's operations in future.

No significant and material orders were passed by any
regulator or court or tribunal impacting the Company's
going concern status and operations during the FY 2025-26.

32.21 Change in Nature of Business

There is no change in nature of business for your Company
during FY 2025-26 as compared to previous year.

32.22 Particulars of Contracts or Arrangements with Related
Parties

During the period under review, your Company had not
entered into any material transaction with any of its related
parties. The Company's major related party transactions
are generally between itself and its Group Companies. In
line with the statutory enactments, Policy on Materiality of
Related Party Transactions and on Dealing with Related

Party Transactions of the Company has been revised and
approved by the Board during the FY 2025-26 and is available
athttps://ntpc.co.in/sites/default/files/policy-documents/
NTPC Revised RPT Policy Approved.pdf

In line with the said Policy, all related party transactions
are approved by the Audit Committee and / or the Board of
Directors as the case may be. The transactions with related
parties are included in the Notes to Accounts as per the
applicable provisions of the Companies Act, 2013. Further,
the particulars of Related Party Transactions are given in
Form AOC-2, annexed to the Boards' Report at Annexure-VI.

32.23 Particulars of Loans, Guarantees or Investments

The details of investments made, loans granted and
guarantees extended by the Company during the FY 2025-26
under Section 186 of the Companies Act, 2013 are disclosed
at Notes 7 & 57 to the Standalone Financial Statements for
the FY 2025-26.

32.24 Investor Education and Protection Fund (IEPF)

Number of Equity Shares due for transfer to IEPF and details
of unclaimed dividend as on 31^st March 2026 are available on
the website of the Company, and the same is also disclosed
in the Corporate Governance report, placed at Annexure-III.

32.25 Policy for Selection and Appointment of Directors and
their remuneration

Your Company being a Government Company, the
provisions of Section 134(3)(e) of the Companies Act, 2013
do not apply in accordance with the notification dated 5^th
June 2015 issued by Ministry of Corporate Affairs, GOI.

32.26 Performance Evaluation of the Board, Board Level
Committees and Directors

Ministry of Corporate Affairs vide its notification dated
5^th June 2015 has exempted Government Companies
from provisions of the Companies Act, 2013 relating to
performance evaluation of the Board and its disclosure
in the Directors' Report. However, as a reflection of its
commitment to high standards of corporate governance
and in compliance with the applicable provisions of the
SEBI (LODR) Regulations, 2015, during FY 2025-26, your
Company has adopted a Policy on Performance Evaluation
of the Board, Board-level Committees and Directors.

The evaluation framework adopted by the Company inter
alia provides for:

• Evaluation of the performance and effectiveness of
the Board and Board-level Statutory Committees by
all Directors individually on pre-determined criteria.

• Evaluation of performance of Individual Directors,
including Independent Directors, by the other
members of the Board (excluding the Director being
evaluated) on the basis of Strategic Leadership,
Governance & Integrity, and Board Effectiveness etc.;
and

• Evaluation by the Independent Directors, at their
separate meeting, of the performance of the Board,
the Chairperson, Non-Independent Directors and the
adequacy of the flow of information to the Board.

Pursuant to the said Policy, the annual performance
evaluation of the Board, its Committees and Individual
Directors was undertaken for FY 2025-26 at the beginning
of FY 2026-27, and the outcome thereof was noted by the
Board.

32.27 Independent Directors

Being a Government Company, the appointment of Directors,
including Independent Directors, is made by the Government
of India in accordance with the applicable guidelines and
prescribed procedures.

All Independent Directors, during their tenure in FY 2025¬
26, met the requirements specified under Section 149(6)
of the Companies Act, 2013 for holding the position of
'Independent Director'. Requisite declarations under Section
149 (7) of the Companies Act, 2013, Regulation 25 of SEBI
(LODR) Regulations, 2015 and Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014
were provided by all Independent Directors of your Company.

All the Independent Directors have registered with the
Independent Directors' Databank maintained by the Indian
Institute of Corporate Affairs (IICA) in compliance with the
provisions of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

A separate meeting of the Independent Directors was also
held during the year in accordance with the applicable
statutory provisions.

32.28 Change in Board of Directors & Key Managerial Personnel
(KMP)

During the FY 2025-26, the appointments of following
Directors were regularized at the 49^th Annual General
Meeting of the Company held on 29^th August 2025:

Subsequent to the close of FY 2025-26, Shri Anil Kumar
Trigunayat ceased to hold the position of Independent
Director of the Company upon completion of his tenure on
15^th April 2026. The Board wishes to place on record its deep
appreciation for the valuable services rendered by Shri Anil
Kumar Trigunayat, during his association with the Company.

Further, pursuant to Ministry of Power order No.
8/4/2020-Th.-1(Part-NI)(276348) dated 17^th July 2026, Dr.
Som Nath Sachdeva (DIN:11837324), has been appointed
as an Independent Director (Additional) on the Board on
18^th July 2026 for a period of three years w.e.f. the date
of notification of his appointment, or until further orders,
whichever is earlier.

Dr. Sachdeva shall hold office upto the date of ensuing
Annual General Meeting of the Company. The Company has
received the notice of his candidature for appointment as
director of the Company.

Pursuant to MoP order no. 8/5/2025-Th.II dated 28^th July
2026, the tenure of Shri Gurdeep Singh as Chairman &
Managing Director has been extended for a further period
of six months w.e.f 1^st August 2026, or till assumption of
charge of the post by the regular incumbent, or until further
orders, whichever is the earliest.

The changes occurred in the Senior Management, including
KMP during FY 2025-26 are provided in the Corporate
Governance Report enclosed at Annexure-III.

32.29 Retirement by Rotation and subsequent Re-appointment

Pursuant to the provisions of Section 152 of the Companies
Act, 2013, Shri K. Shanmugha Sundaram, Director (Projects)
(DIN: 10347322), and Shri Ravindra Kumar, Director
(Operations) (DIN: 10523088), are due to retire by rotation
at the ensuing Annual General Meeting of the Company,
and being eligible, offer themselves for reappointment. The
Board recommends their re-appointment.

32.30 Committees of the Board of Directors

The Board of Directors, from time to time, has constituted
several Sub-Committees of the Board of Directors in line
with the provisions of the Companies Act, 2013, SEBI (LODR)
Regulations, 2015 and Corporate Governance Guidelines of
Department of Public Enterprises (CG Guidelines of DPE),
GOI. Further, Ministry of Power vide its orders No. 8/4/2020-
Th.I dated 16^th April 2025 and 17^th May 2025, appointed five
Independent Directors on the Board of the Company as
mentioned in para no. 32.28 of this report. Consequently,
the Statutory Committees viz. Audit Committee, Nomination
& Remuneration Committee including PRP, Stakeholders
Relationship Committee, Risk Management Committee,
Corporate Social Responsibility & Sustainability Committee
and other Committees were reconstituted in line with the
applicable provisions of the Companies Act, 2013, SEBI
(LODR) Regulations 2015, CG Guidelines of DPE and as per
operational requirements, respectively. For the composition

of Committees and other related details as on 31^st March
2026, please refer to the Corporate Governance Report
placed at Annexure-III.

Further, consequent upon cessation of Shri Anil Kumar
Trigunayat and appointment of Dr. Som Nath Sachdeva
as Independent Director of the Company, the aforesaid
Statutory Committees were reconstituted on 16^th April 2026
and 24^th July 2026, respectively. As on the date of this report,
the composition of these Committees is as under:

1. Audit Committee:

2. Nomination and Remuneration Committee Including PRP

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility and Sustainability
Committee

32.31 Particulars of Employees

As per provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
every listed Company is required to disclose ratio of the
remuneration of each director to the median employee's
remuneration and details of employees receiving
remuneration exceeding limits as may be prescribed from
time to time.

However, as per notification dated 5^th June 2015 issued by
the Ministry of Corporate Affairs, Government Companies
are exempted from complying with provisions of Section
197 of the Companies Act, 2013. Therefore, such particulars
have not been included in this Directors' Report.

32.32 Extract of Annual Return

Annual Return pursuant to Section 92 (3) of the Companies
Act, 2013, read with Section 134(3)(a) and rule 12 of the
Company (Management & Administration) Rules, 2014 for
the financial year ended 31^st March 2026 is available on
the Company's website i.e.https://ntpc.co.in/index.php/
investors/financial-performance/annual-returns

32.33 Compliance with Secretarial Standards

Your Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

32.34 Management Discussion and Analysis (MDA)

The MDA Report, as per Regulation 34(2)(e) read with
Schedule-V to the SEBI (LODR) Regulations, 2015 and DPE
Guidelines, is placed at Annexure-II.

32.35 Corporate Governance

In accordance with Regulation 34(3) of SEBI (LODR)
Regulations, 2015 and Corporate Governance Guidelines
issued by the Department of Public Enterprises (DPE) for
Central Public Sector Enterprises (CPSEs), a detailed report
on Corporate Governance along with a certificate on
Compliance of conditions of Corporate Governance is placed
at Annexure-III.

32.36 Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI (LODR)
Regulations, 2015, your Company has prepared the
"Business Responsibility and Sustainability Report (BRSR)”
for FY 2025-26 covering environmental, social and
governance (ESG) disclosures. Further, your Company has
obtained Assurance on the BRSR Core disclosures from
M/s TUV India Private Limited.

As per NSE circular no NSE/ CML/2024/11 dated 10^th May
2024, the BRSR along with Assurance Report, is available on
the Company's website and can be accessed athttps://ntpc.
co.in/sustainability/reports-and-publications

32.37 Other Information

Information on Number of Meetings of the Board held during
the year, composition of committees of the Board and their
meetings held during the year, a matrix setting out the skills/
expertise/competence of the board of directors, total fees
for all services paid by the listed entity and its subsidiaries, on

a consolidated basis, to the statutory auditor and all entities
in the network firm/network entity of which the statutory
auditor is a part, details of utilization of funds raised through
preferential allotment or qualified institutional placement,
establishment of vigil mechanism/ whistle blower policy
and web-links for familiarization/ training policy of directors,
Policy on Materiality of Related Party Transactions and
also on Dealing with Related Party Transactions and Policy
for determining Material Subsidiaries have been provided
in the Report on Corporate Governance, are placed at
Annexure-III.

33. Material Changes and Commitments affecting
Financial Position between the end of the
Financial Year and date of the Report

There have been no material changes and commitments
which affect the financial position of the Company, that have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.

34. Directors' Responsibility Statement

As required under Section 134(3)(c) & 134(5) of the
Companies Act, 2013, your Directors confirm:

a) that in the preparation of the annual accounts for the
financial year ended 31^st March 2026, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

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

c) that the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud
and other irregularities;

d) that the Directors had prepared the annual accounts
on a going concern basis;

e) that the Directors, had laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively; and

f) that 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.

35. Acknowledgement

The Directors of your Company place on record their sincere
appreciation for the continued guidance, support and
cooperation extended by the Government of India, especially
the Prime Minister's Office, the Ministry of Power, the Ministry
of New and Renewable Energy, the Ministry of Finance, the
Ministry of Coal, the Ministry of Petroleum and Natural Gas,
the Ministry of Railways, the Ministry of Environment, Forest
and Climate Change, the Ministry of Corporate Affairs,
the Ministry of Labour and Employment, the Department
of Public Enterprises, the Department of Investment and
Public Asset Management, Department of Atomic Energy,
the Central Electricity Authority, the Central Electricity
Regulatory Commission, the C&AG, the Appellate Tribunal
for Electricity, the Central Board of Direct Taxes, the Central
Board of Indirect Taxes and Customs, GST authorities, State
Governments, Regional Power Committees, State Utilities,
Stock Exchanges, the Governments of various countries and
the Office of the Attorney General of India. Their continued
support and valuable partnership have significantly
contributed to the Company's progress during the year.

The Board also gratefully acknowledges the constructive
guidance and professional services rendered by the C&AG,
the Statutory Auditors, Cost Auditors, Secretarial Auditors

and Internal Auditors, as well as the continued trust and
confidence reposed in the Company by its shareholders,
lenders, banks and financial institutions.

The Directors further place on record their appreciation
for the valuable contributions made by the Company's
customers, joint venture partners, subsidiaries, contractors,
vendors, consultants and other stakeholders. Above all, the
Board conveys its deep appreciation to the entire NTPC
family for their unwavering commitment, dedication and
collective efforts, which continue to drive the Company's
sustained growth, operational excellence and contribution
towards the nation's energy security and sustainable
development.

For and on behalf of the Board of Directors

Sd/-

(Gurdeep Singh)
Chairman & Managing Director
DIN: 00307037

Place: New Delhi
Date: 3^rd August 2026