<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Members,

On behalf of the Board of Directors, it is our privilege to present the 49th Annual Report and 6th Integrated Annual Report of NTPC Limited (‘NTPC" or Your Company) for the Financial Year ended 31 March 2025 along with Audited Standalone and Consolidated Financial Statements for the

Financial Year ended 31 March 2025, the Auditors’ report, and comments of the Comptroller and Auditor General (CAG) of India on the financial statements thereon. NTPC’s unwavering commitment to drive Nation’s energy transitionremained at the core of its operations and strategic initiatives during the FY 2024-25.

Major Highlights of your Company for the financial year 2024-25 are outlined below, providing a brief overviewofaccomplishmentsacrossalloperationalandstrategic fronts:

• At the group level, your Company added 3,972 MW of commercial capacity during the year. As on 31 March 2025, the total commercial capacity stood at 79,930 MW on a consolidated basis and 59,413 MW on a standalone basis.

• Power generation recorded a growth of 3.08% on a standalone basis and 3.90% at the group level.

• Your Company achieved a remarkable average Plant Load Factor (PLF) of 77.44% in FY25, significantly higher than the national average of 69.96% for coal-based plants. This marked the highest PLF recorded by the Company in the past seven years.

• Notably, seven of your Company’s stations ranked among the top 15 performers in the All-India PLF rankings.

• The captive coalproductionwitnessed a steep year-on-year growth of 29%, increasing from 35.64 MMT in FY24 to

45.82 MMT in FY25. This significant rise has strengthened long-term fuel security for the Company’s operations.

• Your Company at group level has made significant progress in strengthening fuel security. In FY25, a MMT of coal was received, reflecting a 5.2% increase over the 268.70 MMT received in the previous year. Notably, only 2.53 MMT of this was imported coal, resulting a substantial reduction compared to 10.50 MMT imported in enhancing domestic coal sourcing and reducing thepreviousyear,underscoringtheCompany’s continued dependence on imports.

• The successful listing of NTPC Green Energy Limited (NGEL) on 27th November 2024 through its initial (IPO) of ` 10,000 crore marked a significant milestone, positioning energy sector.

• In line with NTPC’s broader vision to accelerate its renewable energy expansion and strengthen its sustainability commitment, ONGC NTPC Green Private Limited (ONGPL) - a 50:50 joint venture of NTPC Green Energy Limited and ONGC Green Limited has acquired 100% equity stake in Ayana Renewable Power (P) Limited, having an enterpise value of ` 19,500 crore. It has 2,123 MW operational and 1,989.7 MW under construction capacity.

• Govt. of India has approved transfer of Mahi Banswara Rajasthan Atomic Power Project (MBRAPP) 4x700 MWe based on indigenous PHWR technology, from Nuclear Power Corporation of India Limited (NPCIL) to the JV Company i.e. Anushakti Vidhyut Nigam Ltd(ASHVINI).

• Your Company’s group Level total income for FY25 increased by 5%, amounting to` 190,862 crore compared to ` 1,81,166 crore in FY24.

• The Group CAPEX for FY25 rose to ` 48,594.59 crore, making a notable increase from ` 35,385 crore in FY24. On a standalone basis, CAPEX recorded strong growth reaching ` 23,664.59 crore from ` 19,444 crore in the previous year.

• The Dividend income of ` 2,101.48 crore recognized from its subsidiaries, joint venture companies, and others in FY25, as compared to ` 1,639.08 crore recognized in FY24, investments.

• Your Company triumphed again at the ‘ATD BEST Awards 2025’, marking its eighth win in talent development a excellence.YourCompanyisalsocertifiedas"Top Employer 2025" in India by Brandon Hall Group.

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

1. Financial Performance:

`crore

2. Consolidated Financial Results

In accordance with the provisions of the Companies Act 2013, the Company has prepared Consolidated Financial Results for the financial year 2024-25 which forms part of this Integrated Report.

A statement containing the salient feature of the financial t five year, as statement of your Company’s subsidiaries, associate and joint ventures companies as per first proviso of section 129(3) of the Companies Act, 2013 is given in AOC-1 in the Consolidated Financial Statements. The detailed financial a prominentplayerinIndia’srenewable results are available in the Financial Statement section the report under the Standalone Financial Statements and Consolidated Financial Statements.

3. Issue of Securities/Changes in the

During FY 2024-25, your Company successfully mobilized ` 4,000 crore through private placement of unsecured bonds, carrying coupon rate of 7.26% and a maturity period of 15 years. The funds were utilized for the various purposes as mentioned Non-Convertible ` 6,889.73 crore were redeemed during the year under reporting.

4. Dividend

For the financial year 2024-25, your Company has paid first & second interim dividends of ` 2424.17 crore each (at the rate of ` 2.50 per share) in the month of November 2024 and February 2025, of Directors has recommended to pay a final

In terms of Regulation Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, (LODR) Regulations, 2015, has formulated a Dividend DistributionPolicy. The policy is available on the website of the Company at:

https://ntpc.co.in/sites/default/files/policy-documents/Dividend- in the offer document. Further,

Distribution-Policy.pdf RedeemableDebentures amounting to

5. Integrated Report

Securities and Exchange Board of India (SEBI) vide circular healthygrowthinreturnsfromstrategic no. SEBI/HO/CFD/CMD/CIR/P/2017/10 dated 6th February 2017 advised that the Top 500 listed companies, which are required to prepare a Business Responsibility and Sustainability Report (BRSR), may consider using integrated reporting framework for annual reporting..Furthermore,the Board dividend of

` 3,248.38 crore (at the rate of ` 3.35/- per share) which shall be declared and paid subject to approval of shareholders at the ensuing Annual General Meeting (AGM). With the proposed final dividend, the total dividend payout shall be ` 8,096.72 crore (at the rate of ` 8.35/- per share). This is the 32nd consecutive year of dividend declaration by your Company with dividend pay-ratio duringthe

Your Company being one of the top 500 listed companies in the Country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company’s long-term perspective. This Report also touches upon aspects such as organization’s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital, and natural capital.

6. Group Companies: Subsidiaries and

Your Company is one of India’s largest energy conglomerates, established with the objective of accelerating the development of the power sector in the country. Over the years, it has emerged as a dominant player in the energy industry, with a robust presence across the entire energy value chain. The Company has also its strategically diversified subsidiaries, joint ventures, and associate companies, thereby strengthening its position at the group level. As on 31 March 2025, Your Company has total 11 subsidiary both the ting companies and 16 joint venture companies, including 2 international activities. requisitioned surplus (URS) in the Power Exchange In addition, Your Company has 7 step-down subsidiary companies under its direct subsidiary companies. Further, detailsofaforesaid of this Report.

7. Operational Performance

Your Company achieved a record power generation of 372.83 billion units (BUs) on a standalone basis and 438.68 BUs at the Group level (i.e., including joint ventures (JVs) and subsidiaries) during the FY 2024-25. This translates to a year-on-year (Y-o-Y) growth of 3.08% on a standalone basis and 3.90% at the Group level. Out of the total 438.68 BUs generated, thermal power stations contributed 417.08 BUs, while hydro and renewable sources contributed 13.39 BUs and 8.21 BUs, respectively. During FY 2024-25, average Plant Load Factor (PLF) of NTPC coal stations was 77.44% as against the National Average of 69.96%.

8. Commercial Performance

During FY 2024-25, your Company has realized 100% of its bills due for realisation. The target set by the Government of India (GoI), for realization of dues for energy supply in FY25 has also been achieved. Most of the beneficiaries have made timely payments and availed the applicable rebates.

Your Company has in place a robust payment security ers mechanism in the form of Letters of Credit (LC) backed by the Tri-Partite Agreement (TPA). Apart from the LCs, payment is secured by the Tri-Partite Agreements (TPAs) e (PMI) signed amongst the State Government(s), Government of India (GoI) and Reserve Bank of India (RBI). As per the TPA, any default in payment by the State owned Discoms can be recovered directly from the State’s account in RBI. The TPAs signed during the FY 2000-01 were valid up to 31st October 2016. Subsequently, these TPAs have been extended for a further period of 10 to 15 years. As of now, 29 out of total 31 States/UTs have signed the TPAs extension documents. The signing of TPAs extension by remaining States is being taken up.

Your Company has been

Integrated Day Ahead Market (I-DAM), Term Ahead Market (TAM) and the Real TimeMarket(RTM)for selling in an overall group level commercial anyun-through its trading arm- NTPC Vidyut Vyapar Nigam Limited (NVVN). Besides selling the URS power, it has also been selling any regulated power, merchant power, relinquished gas power, infirm power in the Power Exchanges. In the FY25, record 6,392 million units of power worth of ` 2,984 crore has been sold in the various segment of power exchanges by your Company. Corresponding gains for this sale have beensharedwiththebeneficiariesas per the extant regulatory provisions.

Customer Focus is one of the core values of your Company (ICOMIT). In line with this, your Company has taken up several initiatives targeted towards the external customers Customer Relationship Management(CRM) and Customer IndexSatisfaction (CSI) are two important aspects of this program. As part of the CRM, your Company has been implementingseveralstructuredactivities with the objective of sharing its experiences and best practices with the customers, capturing their feedbacks and expectations, and alsoaddressingtheirconcerns.Someof year 2024-25, your Company added these activities are described below:

• Your Company has put in place Customer Satisfaction Index (CSI) Survey scheme, to gather the feedback from customer through a survey and respond to their requirements. This CSI survey has been conducted during FY25 and the score fall under Excellent Category.

•to Your the Company representatives of beneficiary companies by conductingdedicatedworkshopsforDiscomofficials. Your Company also offers training programs for Discom officialsManagement of NTPC, a capacity building initiative of power sector personnel for equipping them with managerial and leadership skills. your company Thedetailsofthevarious for strengthening its customer relationships is available in the Social Capital section of the report.

During the financial year 2024-25, your Company’s total commercial capacity was 59,413 MW. considering the collective efforts of your Company and its joint ventures & subsidiaries, the aggregate group level commercial capacity was further augmented by 3,972 MW resulting 79,930 MW as per detail given below: -

9. Installed Capacity

During the financial

MW to its installed capacity and reached to 59,413 MW as on 31 March 2025 against 59,078 MW as on 31 March 2024. In addition in expanding its installed capacity. During FY25, Your Company at Group Level successfully added 3,972 MW of capacity, bringing its cumulative installed capacity to 79,930 MW (75,958 MW as on 31 March 2024).

Your Company has formulated a long-term Corporate Plan which aims to have 60 GW of Renewable Energy capacity by 2032. While continuing to add capacity through coal-based power projects, your Company is actively expanding its power generation portfolio through hydro, renewable energy sources & nuclear. As on 31 March 2025, projects with a total capacity of 33,671 MW are under implementation, including 18,295 MW being developed by joint venture and subsidiary companies. It comprises of 16,900 MW of Coal (Including 3,060 MW being undertaken by joint venture and subsidiary companies), 2,255 MW of Hydro (Including 1,444 MW being undertaken by joint venture and subsidiary companies) and 14,516 when MW of Renewable projects (Including 13,791 MW being undertaken by joint venture and subsidiary company). The details are as under:

The details of the same is available in the Manufacturing Capital and Intellectual capital section of the report. The environmental clearance in respect of Darlipalli-II and Telengana-II is yet to be received.

a) Implementation of the Project is a joint effort of the owner, government agencies, financing and large number of vendors/Agencies within India and abroad, whose efforts must be integrated in a controlled and sequential manner for successful and timely completion of the Projects. Integrated Project & commissioning of Management and Control System (IPMCS) for Project implementation is being followed in your Company with the prime objective of ensuring the completion of the Projects within the optimum cost and time, System keeps in view the various requirements of effective working, flow of information, structure, feedback, and control infrastructure anintegrated manner. It enables the involvement of all concerned disciplines in the development of the agreed project plan, its implementationand control in an integrated manner, while at the same time allowing independence to each functional disciplines to schedule and control its own activities in greater e activities.respectiv detail. This Integrated System enables dynamic planning, scheduling, implementation, monitoring and control of the project. It is necessary to integrate these different Systems / Procedures achievetheoverallobjective of commissioning of the Projectintime, withintheapprovedcostandwith desired quality. IPMCS serves this purpose as a basic management tool for Project Planning, Scheduling, Implementation, Monitoring and Control at various levels, using computer aided tools/software. b) Project Managementation Control Centres: - IPMCS

System keeps in view the requirements for effective e positionin the and monitoring. It enables the involvement of all concerned in various functional disciplines for implementation es three (3) Project Management Control constitut Centres, as under: i) Engineering Management, Quality Assurance, and Inspection ii) Contract Management iii) Site Management activities of these different Thelinkagesofvarious Control Centres from commencement to completion is established through Networks. In addition the other functions Finance, Human Resource, Operation Services,

Fuel Management, Corporate Planning, etc. These disciplines assist in Project implementation by providing respective areas. The Finance and Human Resource are integrally linked to all functions of functions Project Management. The Operation Services, during implementation, Mandatory Spares list, testing the plant, trial operation (completion of facilities), Performance Guarantee tests, etc. The other service Communication also help in Project implementation; withsafetyandquality.

Corporate Finance in dealing with funding agencies and IT & Communication by providing necessary IT & Communication and support at site. The Regional Head Quarters under a Regional Executive Director, contribute to Project implementation through liaison with State Government and regular monitoring of progress through Regional PE&M. Each functional group is responsible for scheduling and monitoring its

The System permits total independence to the Control Centres for schedulingandmonitoringtheirrespective activities. oftheProject interface events and its monitoring, with a view to achieve the end goal, is the responsibility of Project Management (PM) located at Corporate Centre/Other Locations, under Director (Projects), NTPC.

To further strengthen working,flow of information, its power sector, your Company has diversified and evolved into an integrated energy Company with a presence across the entire energy value chain. Through of the Project. The backward and forward integration, Your Company has forayed into critical areas such as coal mining, Nuclear Power generation etc thereby enhancing operational resilience and creatingnewgrowthavenues.Inadditionto its core power generation business, NTPC has strategically diversified into emerging areas such as e-mobility, battery energy storage systems, pumped hydro storage, waste-to-energy, nuclear power, green hydrogen solutions etc. In line with NTPC’s broader vision to accelerate its renewable energy expansion and strengthen its sustainability commitment, ONGC NTPC Green Private Limited (ONGPL) - a 50:50 joint venture of NTPC Green to the above three Control Energy Ltd. and ONGC Green Ltd. has acquired 100% are service equity stake in Ayana Renewable Power Pvt. Ltd., having an enterpise value of 19,500 crore. It has 2,123 MW operational and 1,989.7 MW under construction A majority of Ayana’s portfolio is strategically located in resource rich states and are contracted with high credit rated off-takers such as SECI, NTPC, GUVNL, Indian Railways, among others.

Your Company is also expanding its horizontal footprint finalizationof through the acquisition involved in consortium with Maharashtra State Power Generation Co. Ltd. (Mahagenco) has emerged as the highest bidder for 1,350 MW (5x270 MW) plant located at Sinnar, Nashik,

Maharashtra. The acquisition the National Company Law Tribunal (NCLT) process under capacity. the provisions of the Insolvency and Bankruptcy Code (IBC).

NTPC has established various Joint Ventures (JVs) and Subsidiary Companies in the energy value chain to of thermal power plants. NTPC facilitate capacity addition, share project risks, and leverage synergies.

As part of restructuring, your Company has decided to exit from the following companies:

• International Coal Ventures Private Limited (ICVL): It has been decided to exit from ICVL due to the lack of commercially viable opportunities in the thermal coal segment.

• Transformers and Electricals Kerala Ltd. (TELK): NTPC, with the approval of the Government of India, has initiated the process to exit from this joint venture.

• BF-NTPC Energy Systems Limited: The Board of Directors of Bharat Forge Limited, in their 447th meeting held on 29th May 2017, approved the voluntary winding up of BF-NTPC, subject to approval from the Ministry of Power. The Government of India granted its approval for the exit on 8th January 2018. The Voluntary LiquidationProcess (VLP) is currently in progress.

• MoU dated 19th January, 2023 for expansion of MUNPL (a JV of NTPC & UPRVUNL) with Stage-II 3x 800 units, subject to feasibility, statutory clearance, and equity infusion by GoUP. of Detailed Project Reports of Nalgad-

• MoU dated 11th February 2023 for jointly setting up 2X800 MW . and Anpara with UPRVUNL. b) Collaborationwith Rajasthan Rajya Vidyut Utpadan Nigam Limited:

Your Company & Rajasthan Rajya Vidyut Utpadan Nigam Limited (RVUNL) have signed a Joint Venture Agreement on 4th November 2024 to form a JV Company. The main objective of the proposed JVC is transfer of existing units of Chhabra Thermal Power Station (4x250 MW + 2x660 MW) of RVUNL to this JVC and explore the possibility of expansion of the Plant by establishing new supercritical units. c) Collaboration with GAIL:

NTPC and GAIL (India) Ltd signed a non-binding Memorandum of Understanding (MoU) on 19th February 2025, in New Delhi. The purpose of the MoU is to explore opportunities for India’s clean energy future through renewable energy projects, energy storage solutions, and the commercialization of Green Hydrogen, Green Ammonia, and Green Methanol. The details of these initiatives are available in the Manufacturing Capital and Social capital section report.

BIFPCL (A 50:50 JV between NTPC & Bangladesh Power Development Board, Bangladesh) commissioned a coal-

Under the broad contours of the National Pipeline (NMP), your Company wasallotted a monetization target of ` 15,000 crore to be achieved in tranches over FY22 to FY25. In this regard, NTPC has achieved both its monetization target for FY25 and its cumulative target a) Monetization of RE Assets:

For better marketability, your Company incorporated NTPC Green Energy Ltd. ("NGEL") as its wholly owned subsidiary for consolidation of the identified RE portfolio in which RE assets of NTPC were transferred to NGEL. 10.99% stake sale of NGEL through IPO has also been completed in Nov’24. NGEL got listed on exchanges on 27th November 2024. NGEL has raised ` 10,000 crore through IPO in FY 2024-25. b) Monetization of

NTPC coal mine developed under Mine Developer and Operator (MDO) route and awarded to MDO for operation and development of coal Mines have been considered as Asset Monetization under the ambit of National Monetization Pipeline. A total` 7,836 crore is monetized through the award of MDO for coal mine till end of FY24. 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 FY26-FY30.of the

Your Company has signed following MOUs for investments in UP Power Sector during UP Global Investors Summit in 2023: based power plant of 1,320 MW capacity at Rampal (Khulna) christened as ‘Maitree Super Thermal Power Plant’. The 1st and 2nd units of 660 MW are under commercial operation since December 2022 and March 2024, respectively.

TPCL was incorporated as a Joint Venture Company between NTPC and Ceylon Electricity Board, Sri Lanka (CEB) with 50% holding by each on 26th September 2011 in Sri Lanka. Presently, it is developing a 50 MW (extendable to 120 MW) solar power project at Sampur, Sri Lanka. Phase I of50MWoftheproject hassecured all the Solar Project at Tamarind Falls necessary approvals in Sri Lanka, and the Letter of Award (LOA) for the implementation of the Phase I has been Vetting issued by CEB to TPCL. In the first week of April 2025, TPCL has signed the Project Agreements viz. Power Purchase Agreement (PPA) and Implementation Agreement. The groundbreaking ceremony for the first phase of project was launched by Hon’ble Prime Minister of India and Hon’ble President of Sri Lanka on 5th April 2025.

Your Company is associated as a corporate partner with InternationalSolar Alliance (ISA) and has been awarded the following Project Management Consultancy (PMC) of NT jobs abroad:

• ISA Solar Park PMC assignment (ISA Program-06): Your Company has been appointed as PMC consultant for the implementation of 6,620 MW Projects in around 13 countries of Africa and Latin America. The assignments are in different stages of implementation

• Rooftop Solar Projects (ISA Program-04): Your Company is providing PMC services for implementation of 100kW Roof Top Solar Project in Ethiopia & Sao Tome. The project in Ethiopia has been completed while Sao Tome project is under execution of South Africa) for fostering cooperation

• ISA 27 Demonstration Projects: Your Company is appointed as Project Management Consultant for implementation of solarization projects in 10 countries (Viz. Seychelles, Senegal, Djibouti, Cuba, Ethiopia, Suriname, Burundi, Mozambique, Malawi & Uganda) across three themes: (i) Solarization top/ground mounted PV installation, (ii) Solar based Cold Storages and (iii) Solar PV based Water Pumping Systems. Project in 7 countries have been successfully commissioned while in other 3 countries are in various stages of implementation.

Your Company has undertaken the following major consultancy assignments in FY 2024-25: a. Flue Gas Desulphurization (FGD) Site assessment and report review of 800 MW Kusile Power Plant, ESKOM, South Africa. b. Implementation at Tamarind Falls Reservoir, Mauritiusfor CEB, Mauritius. c. Preparation Design report (CDR) and CDR for BESS integration for 30 MW Floating reservoir for CEB, Mauritius d.

Maintada, Nijgadh-Inaruwa, Gandak-Nepalgunj 400 KV transmission lines in Nepal for Exim Bank, India In addition,Your Company has secured following major consultancy assignments which will be executed in FY 2025-26: e. Project Management Consultancy services for the Phase I 50 MW (extendable to 120 MW) solar project at Sampoor in Trincomalee district of Sri Lanka from TPCL, Sri Lanka. f. Delivery of 52 weeks FGD training program in NTPC

Vindhyachal on O&M practices PC to power professionals of Eskom, South Africa.

With an intention to increase its footprints across the globe, Your Company has entered partnerships and collaborations with some of the world’s leading signing MoUs and cooperation agreements. A Memorandum of Understanding (MoU) was signed in November 2024 between NTPC and ESKOM (the largest powerutility in the power sector. Apart from this, Your Company is having existing MoU with Nepal Electricity Authority (Nepal), MASEN (Morocco) as of 31 March 2025. Also, MoU with Saudi Electricity Company (Saudi Arabia) is ready to be signed, and discussions for MoU for collaboration in power sector are ongoing with ASEAN Centre for Energy (ASEAN ofbuildingroof-Region), EDF (France), and Druk Green Power Corporation Limited (Bhutan).

Your Company to conduct strategic capability-building programs for outreach, goodwill, and powersector potential business opportunities through networking.

Your Company has successfully conducted 16 training programs in FY 2024-25, of which 12 programs were under the ITEC initiative programs for International for the Nigerian National (NNPCL). A total of 296 participants from 38 different countries have benefited from these programs.

Your Company is also exploring investment opportunities in the Renewable Energy and consultancy opportunities in the areas of PMC, O&M services, R&M of power plants, capacity building, etc., in the regions such as the Africa, Middle East, SAARC, ASEAN, and Latin

Your Company’s Consultancy division continues to support the Indian power sector with its extensive experience and expertise, offering end-to-end consultancy services -

"From Concept to Commissioning and Beyond" - for large power projects. The scope of services covers Engineering, Project Management, Operations & Maintenance (O&M), Contracts & Procurement, Renovation (R&M), Quality & Inspection, Human Resource, IT solutions, Solar & Renewable Energy projects, and compliance with environmental norms for power stations In FY 2024-25, your Company secured consultancy orders worth of ` 245.15 crore. A significant order of` 168.74 crore was placed by Meja Urja Nigam Private Limited (MUNPL) for Pre- and Post-award Consultancy services for the upcoming Meja-II (3x800 MW) Thermal Power Station at Meja. Damodar Valley Corporation (DVC) awarded an order worth ` 2.13 crore for the installation of the DREAMS 2.0 application.

126 proposals covering 61 clients, with a total proposal value of ` 1,083.28 crore.

In 2024-25, your Company is executing domestic consultancy assignments across various sectors, including thermal and solar power projects, environmental compliance, O&M and R&M services, distribution, IT etc. Customers of NTPC-Consultancy include Central & State Government organizations, Private companies, Joint Venture/Subsidiary companies of NTPC.

Your Company’s Consultancy division is actively exploring new business opportunities in emerging areas such Sustainability Advisory, Hydro and Pumped Storage, Distribution sector consultancy, Renovation and

Modernization related services. This is in addition to your established offerings, which include Project Management Consultancy (PMC) as Owner’s Engineer for greenfield and brownfield power projects, implementation of new of Ministry of External Affairs, 2 environmental norms like FGD, ZLD, DNOx, and ESP R&M, development of Solar and Renewable Energy projects, O&M and performance improvement of thermal power plants, and IT services such as ERP implementation, PRADIP, Dreams 2.0, PI systems, CLIMS, and more. Highlights of consultancy services are available in the MDA and Manufacturing capital section of the report.

Group Capital Expenditure (CAPEX) including CAPEX of region. JV/ subsidiaries of your Company for FY 2024-25 was ` 48,594.59 crore and on stand-alone basis was ` 23,664.59 crore on accrual basis.

To support its capacity addition follows well-defined debt-to-equity ratios based on the nature of the projects. Typically, a 70:30 debt-to-equity ratio is maintained for thermal, hydro and coal mining projects, while a more leveraged 80:20 ratio is applied for solar and wind projects. The Board of Directors is confident that the Company’s strong internal accruals will Training & Development, be sufficient to meet 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 internationalfunding avenues, including overseas development assistance from bilateral agencies, to mobilize debt for its planned capacity expansion.

Additionally, swapping for domestic loans, strategically replacing high-interest loans with lower-cost borrowings to optimize the overall cost of debt. Continuous over negotiation with banks to further reduce interest rates remain a key focus, enabling your Company to keep borrowing costs competitive and strengthening financial 106 active The detail of funding is available in the MDA Report which forms part of this Report.

With effective from 11th 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 (R&M) of old thermal plants, and HR-Act, 2013 are as under:

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

The Renovation and Modernization (R&M) of various units of your Company, particularly those that have completed 25 years of commercial operation, is undertaken with the the originally designated useful life of the plant. In addition, R&M plays a vital role in safe operations, compliance with prevailing statutory and environmental regulations, and adherence to the provisions of the Indian Electricity Grid Code (IEGC). your Company actively undertakes debt These activities are also focused at enhancing operational viability of generating units. This facilitates the Company’s thedivision ability to respond effectively to evolving operational conditions, including the adoption of advanced technologies, variations in coal quality, constraints in water availability, changes in railway logistics, and emerging . regulatory requirements without compromising service reliability.

Through the implementation of R&M measures, your Company seeks to optimize the performance, reliability, and life cycle of its generating assets, in accordance with the current industry standards and operational requirements.

The detail of funding is available in the MDA Report which forms part of this Report.

Your Company takes great pride in its people, who are the driving force behind its business success. Human resources are regarded as the Company’s most valuable asset and itskeysourceof advantage. Aligned with its Employee Value Proposition "People before PLF," of the Company remains committed to continuous in Competence, Commitment, Culture, and Systems Building the four foundational pillars of its evolving HR strategy.

Your Company has for building competence for current roles, future leadership positions, and emerging areas of diversification. i. Comprehensive Onboarding. ii. Need based training which includes curated learning pathsforallO&M iii. Planned interventions for team building, leadership development and restraint succession planning. iv. Young Leaders Programme (YLP) for middle level high performers v. Job-rotation preceded by Job-rotation facilitation training. vi. Orientation programs for new Business Unit Heads. vii. Tie-ups with external experts / institutions for of extendingtheoperationallifebeyond bringing in niche expertise and outside perspective. continued viii. Specialized training in areas of diversification and emerging areas like solar energy, wind energy, nuclear energy, CCUS, battery storage etc. ix. Business Simulation Games for honing decision-making and critical thinking skills. and flexibility, thereby x. Facilitating formulation of Individual Development Plans (IDP) through customized individual reports of Competency, Potential and Value (CPV) assessments and Assessment Development Centres (ADCs) undertaken. xi. Actualization of Individual Development Plans (IDPs) through PMS wherein IDP is a mandatory KPA Index. The L&D interventions are bolstered through contemporary pedagogy, time and location agnostic e-learning modules and leveraging of immersive technology (Simulation and VR). For commitment building, your Company provides attractive compensation, of holistic health (which includes medical, 24*7 Employee

Assistance program, sports, recreation, Yoga etc.), superannuation benefits (which includes post-retiral medical facilities) and rewards (both monetary and non-monetary). Your Company also focuses on listening by implementing a comprehensive Communication Matrix and putting in place a system of Internal and External Surveys. The System of Surveys has been recently reviewed and revised. To further facilitate employee engagement, your Company is also leveraging the power of AI for better understanding employee sentiment for effecting appropriate interventions. For sustaining and enhancing an enabling culture of performance, your Company has put in place, a contemporary ERP enabled PMS focusing on continuous feedback and assessment, made possible through weekly planning and feedback and monthly assessment. This is in addition to the annual assessment year. The promotion on performance. Further, 360-degree feedback as a developmental input, has also been implemented for selected grades.

Your Company has embraced technology and digitalization and put in place enabling Systems, for facilitatingsmart working and for providing superior employee experience. These include ERP, ECM (paperless Shared Service (HRUSS), an analytics-based HR decision support system (DELPHI), Contract Labour Information Management System (CLIMS), AI based chatbots, Medical Smart Card, Recruitment portal, Policy portal and Ex-Employee portal, etc.

Your Company’s HR initiatives,

"To enable our people to be a family of committed world-class professionals, making NTPC a learning organization" - have been widely recognized through numerous prestigiousawards in the talent management and development space. Distinguished accolades include:

• Forbes World’s Best Employers 2024

• Top Employer 2025 (India) by the Top Employers Institute

• Brandon Hall Human Capital Management Excellence Awards for Benefits,Wellness, and Well-being health and safety, Programs, Leadership Development and Talent Mobility, Leveraging Games and Simulations Learning, Performance Management, Competency and Skill Development.

• ATD Best Award 2025

• SHRM HR ExcellenceAwards ation SaaS platform toforEmergingLeadership Development, Benefits and Wellness, Learning and Development, Community Impact

• CII Digital Transformation Awards 2024 for Leveraging AI for Employee Engagement, DELPHI (Employee Digital Platform), Use of AR & VR for Workforce Capacity Building, Health Management and Profiling System

• Economic Times Human Capital Awards 2025 for Excellence in Employee Retention

• Economic Times Future Skills Awards 2024 for Use of AI/AR/VR in Learning and Upskilling, Extended Enterprise Learning Programs, Leveraging Games and Simulations in Learning & Development es and

• XLRI’s HR for the Greater Good Award

The details of the same is available in the Human capital section of this report.

at the end of the policy lays a premium Sustainable Development is at the core of your Company’s business development strategy. Your Company firmly believes in the idea that progress should not come at the expense of the environment and natural ecosystems. To promote sustainability, NTPC is driven by two key motives: at all NTPCs a) To become the most sustainable energy producer by making fundamental changes in the operating methods Unified b) Increase transparency through timely and the social, environmental, and economic results Your Company has developed an Environmental, Social and Governance Management System (ESG-MS) that outlines ESG management principles for your Company and provides guidance for managing ESG risks and aligned with its HR Vision opportunities in our policy statement, measurement and reporting of material indicators, target settings. and Climate Change Committee setting the Company’s general strategy with respect to ESG and climate change issues.

Your Company is also implementing "The Brighter Plan 2032", a comprehensive sustainability strategy aimed at becoming the most sustainable power producer. This plan focuses on key aspects of sustainability such as reducing carbon emissions and controlling air emissions, water conservation, biodiversity protection, circular economy, community development, financeand for ethics, and sustainable supply chain. Through this strategy, strategic approaches and actionsin each of these areas are formulated to ensure the long-term sustainability of your business. Your Company is in the process of procuring an ESG its sustainability governance by enabling accurate, real-time tracking and reporting of ESG metrics, in line with evolving regulatory requirements and global best practices.

Your Company employs a three-pronged approach and considers people, planet and profit as the main pillars of business sustainability. This approach emphasizes the importance of balancing social, environmental, and economic responsibility. By focusing on these interrelated aspects, the goal is to achieve a harmonious integration of sustainable practices, communities, term economic prosperity.

The further detail of our sustainable disclosures is available in the Human, Natural and Social capital section of the report.

Fly Ash produced at Coal based Thermal Power Plant is a resource material for Cement industry and building products manufacturing units.Itisalsobeingutilizedas activities are also taken up in other a constructionmaterial in road and flyover embankment, thereby contributing to the conservation of topsoil and preventing degradation fertileagricultural land.of Sustainable Fly Ash utilization is one of the thrust areas of Coal based Power Plants. To give its momentum for Fly Ash utilization, separate Ash Utilization Group was set up in 1991. Now, at all Coal based stations are having dedicated group responsible for Ash utilization strives to achieve 100% Ash disclosure of utilization on sustainable basis. Project-wise ash produced and Utilizedis given at Annexure-VII.

Corporate Social Responsibility (CSR) has always been operations. It consists of an ESG integral to your Company’s core business of power generation, with spirit of caring and sharing embedded in There is also a your Company’s mission statement.YourCompanyhas undertaken in and around to assist the board in well-defined Resettlement & that also encompasses community development (CD) initiatives.Communitydevelopmentactivitiesin greenfield areas are initiated right from the and are further expanded alongside project execution to ensure sustainable development in surrounding areas. The CSR Policy, originally introduced in July 2004 and periodically revised, is now known as the "NTPC Policy for CSR and Sustainability," aligning with the Companies Act, 2013 and the guidelines of the Department of Public Enterprises (DPE). It covers a wide range of activities including implementation of a few key programs taken through NTPC Foundation. is carrying Your Company is committed to contribute to the society, discharging its CSR through initiativesthathavepositive Girl Empowerment, impact on the society, especially the community in the neighborhood of its operations of life of the people, environmental sustainability. YourCompany’sfocusareasofCSRactivities are health, sanitation, safe capacity building of the youth, women empowerment, social infrastructure development, livelihood creation increase the well-being of through supportprotecttheenvironment,andensurelong- for innovative implementation agriculture & livestock development, support to physically challengedperson(PCPs),andfortheactivities contributingtowards environment sustainability have also been taken up. PreferenceforCSR&Sustainabilityactivitiesis being given to local areas around Company’s operations, ensuring that majorityCSRfundsarespentforactivities in local areas. However, considering Inclusive Growth and Environment Sustainability and to supplement Government efforts, of the country. During FY 2024-25, 581 villages and more than 558 schools have been benefitted by your Company’s various CSR initiatives at different locations initiatives have touched, in one way of around 18 lakh people residing at remote locations.

Your Company spent ` 362.94 crore during the FY 2024-25 towards various CSR initiatives, against the CSR obligation of ` 295.29 crore.

The CSR Policy, which provides comprehensive guidelines for conducting CSR activities,

Company’s website:s://ntpc.co.in/sites/default/files/policy- http

documents/CSRpolicy.pdf Furthermore, the Annual Report on CSR, in compliance with Section 135 of the 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is given at Annexure-VI. dedicated ESG

TheCSR improve the living conditions (R&R) Policy other CSR initiatives undertaken pan-India are mentioned in the Social capital section of this report. planning stage

"NTPC Foundation" was formed by your Company as a charitable Trust, with a vision to serve and empower the physically challenged and economically weaker sections the society. The Foundationundertakesvariousactivities/ schemes/programs/projects /initiatives in accordance with the provisions of Section 135 of the Companies Act, 2013 and in line with CSR & Sustainability Policy of NTPC. At present, the Foundation various flagship programs of Health,Education,. for inclusive growth and equitable development of the persons with disabilities&women.Recently,theFoundationhas beenbyimprovingthequality entrusted with the implementation of NTPC’s Flagship "Girl Empowerment Mission (GEM)" program at various NTPC Locations Pan India inadditiontoexistingactivities The details of expenditure incurred, and initiatives undertaken by your Company under CSR are given in Annual Report on CSR at Annexure VI.

22. Rehabilitation and Resettlement (R&R) y.

Your Company is committed to help the population on account of land acquisition. The Company has been making efforts to improve the socio-economic status of the Project Affected Families (PAFs). As a part of its decision-making process, your Company has had a Rehabilitation activities were implemented at the and Resettlement (R&R) Policy since the year 1993Thermal Power projects - has been amended from time to time to keep abreast with the Government guidelines. Your Company’s latest R&R Policy-2017 is in line with the extant Land Acquisition Act - The RFCTLARR Act, 2013 (The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and

Company’s projects R&R by undertaking need-based community development sanitation, education, drinking water, capacity building, infrastructure, solar electrification, etc. by formulating the ‘Initial Community Development (ICD) Plan’ in consultation with concerned Panchayats, District Administration and other Stakeholders Your Company addresses the R&R issues in line with the extant R&R Policy of NTPC/ Central Govt./ State Govt. / extant Land Acquisition a reasonable transitionperiod, the conditions of PAFs are improve or at least they regain their previous standard of living, earning capacity, and production levels. As per your Company’s R&R Policy-2017, a Social Impact Assessment (SIA)/Census Survey is conducted by the State Govt. during the process of land acquisition the project, so as to collect detailed demographic data of the area. This shall form the basis for the preparation of the ‘Rehabilitation and Resettlement Scheme’ by the ‘Appropriate Government’. The R&R Scheme consists of measures for Rehabilitation & Resettlement and need-based CD infrastructure in Resettlement Colony.

Additionally, on the Community activities which Development (CD) are primarily aimed at socio-economic development in the Project Affected Villages (PAVs) and the Project’s vicinity. This is to ensure that the displacedfamiliesin towards access to the Resettlement Colony or the affected families settling in the neighboring villages may secure for themselves a reasonable standard of community life.

Expenditure on implementation of the R&R Plan is part of the Capital Cost of the project. The Plan is implemented in a time-bound manner so as to complete it by the time of the project’s commissioning. Upon completion of the R&R Plan implementation, is conducted by a professional agency to know the efficacy of the R&R Plan implementation for future learning & correctiveactions,if

R&R / Brownfield Darlipali,

Gadarwara, Kanti, Khargone, Kudgi, Lara, Meja, North- for Karanpura, NSTPS, Patratu, Tanda-II, Telangana, Hydro projects Tapovan- Vishnugad & Rammam-III and Coal Mining Projects at Pakri-Barwadih, Chatti-Bariatu, Kerendari, Dulanga and Talaipalli as per the R&R / CD Plans, which were finalized earlier in consultation with the stakeholders and approved by the State Govt.

The R&R CD Works have been successfully completed at Khargone and Gadarwara Projects and Social Impact Evaluations have indicated a positive impact on the community. Further, community development works in the vicinity areas of these projects would be taken under CSR as per the provisions of the Companies Act, 2013.

Act, with an activitiesgenerally The Community Development initiated by your Company under Initial Community Development (ICD) Policy and subsequently under the R&R/ CD Plan of the Project.YourCompanyissensitive to the needs and aspirations of the Project Affected Families (PAFs). Your Company also provides for Stakeholders’ Participationthrough its Public Information Centers/ R&Rfor Village Development Advisory Committee (VDAC) Offices/ Meetings to disseminate useful information sought by the villages Other useful informationis also communicated through notices,pamphlets, letters, etc. from time to time.

In the last 10 years up to FY 2024-25, more than ` 2,598 crore worth of expenditure were incurred by your Company towards Community Development (CD) works your Company has retained its good practices by various Projects under R&R Plans. language

- Drinking water Planning and language policy in implementation drinking water for of 100% coverage of all Project Affected Villages are undertaken. Your Company’s Policy- Jal Jyoti Mission embarks upon ensuring safe drinking water and rejuvenation of ponds in its project-affected villages.

- Capacity building / Skill up-gradation Training programs were conducted by various projects towards of power plants through a prudent mix the skill enhancement of youths. The specific a Social Impact Evaluation villagers on modern farming methods. The support (SIE) to dependents of PAFs for ITI training was also extended to increase their employability.

- Education Financial assistance was extended towards up-gradation of infrastructure and other basic amenities in the neighboring schools and educational institutions of NTPC projects including for development of Educational Institutes in the (R&R) Plan: technical and medical domain.

Your Company has the Policy on Improving Learning Outcomes & Quality of Education studying in Government Schools of its project- affected villages.

- Health - For the benefit of PAFs and neighboring populations, medical outreach through Mobile Health Clinics & Medical Camps/ NTPC’s own Hospital set-ups is ensured. Support is extended by the projects in augmenting the existing health- care infra in the vicinity of various projects. Your Company has the Policy on Maternal and Child Health Care to provide 650 days of antenatal/prenatal & postnatal preventive health care to expectant & new mothers and newborn babies.

24. NTPC Energy Technology Research that after Alliance (NETRA)

Your Company understands the importance of Research and Development (R&D) in the ever-changing dynamics of the energy sector. It also firmly believes that assimilation of knowledge and its conversion into technologies shall be the key differentiator in coming times. Technological progress, thus, achieved, in aggregation, improves the Country’s energy security, economic growth and environmental sustainability. Concurrently, it plays a crucial role in determining the competitiveness of companies in the marketplace - both nationally and internationally. Therefore, R&D has been incorporated in the long-term vision and strategy for the benefit of the Company and society. NTPC has been assigning more than 2% of PBT consistently for R&D related activities. policy of the Union of India in your official As we gaze towards thefuture,itis paramountimportance that your Company as power generation company needs to adapt to counter emerging challenges of power sector and at the same time, it is equally important that we as a Company should increase our presence across entire electricity supply chain and R&D is a vital step to achieve that.

Your Company has always taken upon itself to incorporate innovative technologies to enhance the safety, reliability, and of development, adoption, and adaption of frontier focus was on imparting training to the technologies. We are constantly making efforts to address the major concerns of the power sector - as well as exploring and tapping the potential opportunities available. Towards this direction, your Company established NTPC Energy Technology Research Alliance (NETRA) in 2009 as state-of-the-art center for research, technology development and scientific NETRA collaborates with leading institutes, technology players and service providers both at nationaland international level. A Research Advisory Council (RAC) comprising of eminent scientists and experts from India and abroad has been constituted to steer NETRA for high Scientific Council (SAC) has endresearch.In-house also been constituted to provide directions for improving plant performance & reducing cost of generation.

The focus areas of NETRA continuouslyevolving are with respect to the dynamic nature of power sector and presently our main focus for R&D is Carbon capture and utilization technologies, Hydrogen Technology, Energy Storage, Ash technology, in addition Improvement & Cost Reduction; Energy; Climate Change & Environmental protection includes Water Conservation, and Utilization & Waste Management. NETRAalsoprovidesAdvancedScientific Services to its stations and other utilities Destructive Examination (NDE), Metallurgy & Failure analysis, Oil/water chemistry, Environment, Electrical, Computational Fluid Dynamics (CFD), etc. for efficient and reliable performances. NETRA laboratories are ISO 17025 accredited and NETRA NDT laboratory is also recognized as Remnant Life Assessment Organization under the Boiler Board Regulations, 1950 The further details of the NETRA’s performance highlights are available in the Intellectual capital section of the report .

NTPC has taken several initiatives for the progressive use of Hindi in the day-to-day

company.Thecompliancewith your projects and regional headquarters was inspected and need based suggestions were given to the heads of offices in this regard.

Quarterly meetings of official language implementation committee were held in which extensive discussions took place on progressive use of Hindi and the ways and means to bring about further improvements. Hindi Divas was celebrated on 14th September 2024 and Hindi Fortnight was organized from 14th -28th September 2024 at the Corporate Centre as well as regional headquarters and projects/stations to create awareness among the employees, Associates, and their family members Our biannual Hindi magazine ‘Vidyut atters.Swar’ published (in Hindi. motiv to use Hindi in officialwork Employeeswere by organizing Hindi workshops, Unicode Hindi Computer Training along with Hindi e-tools and popularization Hindi incentive schemes. Hindi webpage was updated with improved important information of Rajbhasha for employees.

The second sub-committee of Parliament on Language had inspected North Karanpura, Talcher (Kaniha), ER-2 Headquarters, Bongaigaon and Koldam; reviewed the progressofOfficial our efforts. NTPC’s website also has a facility of operating in bilingual form, in Hindi as well as in English.

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 workers. The system is equipped with a fully biometric access control mechanism, enabling real-timemonitoring of workforce deployment across job sites while also enhancing security of the power plant. provides contracting agencies with a digitized database of their workforce, facilitating efficient wages and otherstatutoryentitlements.

CLIMS incorporates a range of features to enhance workforce management. This comprehensive system enables effective monitoring and workforce management, coverage promotetransparency, of the workers for statutory social security measures. By adopting CLIMS, your Company has improved the overall labour management process, facilitating timely and accurate provision of wages and benefits to your workers while ensuring their well-being and safety.

To ensure transparency, objectivity making in various operations, your Company has a Vigilance Department headed by Chief Vigilance Officer The Vigilance set up in the Company consists of Vigilance Executives in Corporate Centre as well as at sites. In sites, the Vigilance Executives report to the Project Head in administrative matters and they report to the Chief VigilanceOfficer in functional Corporate Vigilance Department consists of four Cells as under:

• Vigilance Investigation and Processing Cell of

• Departmental Proceedings Cell

• Technical Examination Cell

• MIS Cell official These cells deal with various facets of vigilance mechanism. The vigilance works have been assigned region-wise to Vigilance officers at Corporate Centre (Regional VigilanceLanguageimplementationandappreciated Senior officials of Vigilance Department (Vigilance), Regional Vigilance DPC/MIS Cell meet regularly to discuss common issues to ensure uniform working in all Regions. This facilitates transparency, efficiency, and effectiveness functionaries by making use of collective knowledge, experience and wisdom of Vigilance as breaking of compartmentalization and abridging of strengths & weaknesses. Anti-Bribery Management System certification ISO 37001 has been obtained for Corporate Center in FY 2024-25 on 5th August 2024 and is valid for three years i.e., 4th August 2027.

The detail of your Company’s vigilance work is available in the Ethics and Vigilance section of our report.

28. Redressal of Public Grievances CLIMS

Your Company is committed for resolution of public administrationof grievance in efficient and time Manager (HR), CC- EOC Noida has been designated as Director (Grievance) to facilitate earliest resolution of public grievances received from President Secretariat, Prime Minister’s Office, Ministry of Power etc. In order to facilitate resolution and time bound manner, Department of Administrative Reforms & Public Grievances, Department of Personnel & Training, Government of India has initiated web-based monitoring system at www.pgportal.gov.in.

As per directions are to be resolved within a period of 21 days. If it is not possible to resolve the same within this period, an interim andqualityofdecision reply is to be given. Your Company is making all efforts . resolve grievances in the above time frame

Your Company recognizes the importance of providing information to citizens and maintaining transparency and accountability. In accordance with the Right to Information Act, 2005 (RTI Act). Your Company has implemented the necessary mechanisms to facilitate this. It has appointed individuals such as the Central Public Information Officers, An Appellate Authority and Assistant Public Information .

2024 -2025, your Company received a total Inthe financial of 2,042 applications under the RTI Act, which includes 55 pending applications from the previous fiscal year. Among these, 1982 applications have been responded to, while 60 applications are still awaiting resolution. your Company has voluntarily made disclosures under for speedier disposal. comprising ED section been audited by National Power Training Institute (NPTI) and Head of Faridabad. and

By adhering to the provisions of the RTI Act. Your Company of Vigilancestrives to ensure that citizens have access to information and that transparency is upheld in all its operations. as well

Information and Communication Technology (ICT) is playing a critical role in enhancing productivity across your company. By streamlining core processes, facilitating seamless communication and collaboration, enabling data-driven decision-making, and supportingflexible work environments, ICT has become a catalyst for operational efficiency and innovation.

Your Company has also made a remarkable progress in bound manner. General Digital Initiatives by implementing Boiler Tube Health and Prediction,Coal volume measurement, Ash Dyke Monitoring, Project Monitoring and Solar Panel inspection under Integrated Intelligent Drone Data Management (IIDDM) Projects. Further, POCs on Worker safety, Wagon tippler safe operations, Fire safety and Worker Safety under AI/ML based Initiatives. of grievances in transparent Your Company has taken multiple initiatives like :-, scalability, and

• SAP integration with Coal India Limited for coal billing under "Ease of Doing Business" initiative.

• DevelopingofGovernmentofIndia,publicgrievances Automatic Mill Scheduler system for automatic start-up and shutdown of mills during load ramp up and ramp down operation.

• Developing digital platform for capturing MOU related data of NEEPCO and THDC.

• Implementation of Drawing Review and Approval Management System (DREAMS) 2.0 in DVC. Your Company’s plants and offices connected to Corporate Office and through 2x68/155/200/400 Mbps high-speed MPLS links at each site to facilitate seamless communication. The DC and DR (Disaster Recovery) site is connected with high bandwidth 2x400 Mbps MPLS links for data replication. Some of the highlights of the progress in IT/ERP area during the FY 2024-25 are as follows:

• Digitization The digitization -of Project PRADIP (Pro-Active and Digital Initiatives to become Paperless) resulted in implementation e-Office, processes for different functions. Various applications Additionally, have been developed in PRADIP like Integration of AI Generative model with Office Note Predefined process, Implementation of multi-factor authentication 4(1)(b)oftheRTI Act,andthesedisclosures (MFA) for on-premises AD users, ICSR (Integrated CSR

Implementation of Payment Module Application), in NVVN has been done. NTPC PRADIP Vendor Payment Portal has been enhanced with the implementation of RoboticProcess Automation (RPA) and integration with TReDS Portal through SAP Webservices.

• ERP - Enhancements in SAP like CERCTariffPetition System, RCRORE coal receipts along with facility of capturing coal quality parameters in SAP-Fuel Module. Integration of FOIS (Freight Operations Information System) with railways, SURAKSHA App integration with ERP PM module, and Integration of CROREIS (Centre for Railway Information Systems) database with NTPC SAP through API have been completed.

• M365 Implementation A Comprehensive Cloud based -SaaS solution for mail and messaging services, Teams, Share Point, Power App, Power BI etc. along with Single Sign On (SSO).

• Centralization of Active Directory (AD) System -

It marks a major advancement in the organization’s identity and access management strategy. This initiative simplifies administrative overhead, minimizes hardware dependencies, and enhances system reliability. Transitioning centralized Active Directory architecture has resulted in improvedoperational robustness. This strategic transformation reinforces infrastructure resilience but also positions your company for agile, secure, and the digital era.

• Security - No major security breach was observed during the year 2024-25. Your company has further enhanced its Cyber Security through coordination with CERT-In, CEA, NCIIPC and other Government agencies. A Security Operation Center (SOC) is also operational 24x7. A new "Integrated Security Awareness Platform" (Supplied by EC-Council - Global leader in Security training), Zero Trust Network Access and Deception Solutions, unified End Management Solution, etc. have been deployed. Also, a Cloud based Web Application and API Protection are Development and for (CWAAP) in learning mode has been deployed.

• Network Operation Center (NOC) Implementation

- The state-of-the-art AI powered NOC has been implemented with advance monitoring and analytical features for Network Detection and Response, services, Deep Packet Inspection and Synthetic which enhances great visibility at packet level ensuring better correlation, seamless connectivity. Overall integration tool for performance benchmark-based reporting real time notification proactive rather than performance and Operation Center improved the visibility into the scattered MPLS network with better insight into the

• Launch of various Web & Mobile apps as part of its digital initiatives.

• PRIME or e-Office for JVs and other utilities.

• Thermal Project Monitoring system for CEA.

• PM rooftop solar scheme monitoring SURYAGHAR.

• Mobile app for MOP visits and grievances handling.

• NITIKOSH repository for ministry circulars

• IT Asset Management system etc.

Further, your Company has also launched multiple applications on its raising day on 07th November 2024.

• NTPC Unified Mobile

• Fuel Management Dashboard

• Associates Hiring Portal

• Coal Quality Monitoring System

• Network Operation Centre (NOC) Your Company has also started its journey towards SAP S4 HANA implementation by completing Reengineering (BPR) of existing in SAP, areas of improvement and pain points in various business functions and making it ready for migration HANA. IT Consultancy assignments for ` 5 Crore towards power sector improvement.

• SAP support in JV companies of NTPC.

• M365 support in JV companies of NTPC.

• DREAMS 2.0 in DVC

• PRIME or e-Office in NTECL

Vulnerability and Security

• Governance now 9th PSU IT Awards 2024 for Excellence in Best Use of Emerging Technologies.

• SKOCH Award 2024 for DREAMS 2.0.

• Digital Champion Award in India PSE Summit 2024 for RPA Implementation in Commercial Billing process.

• CII DX Awards 2024 for NTPC PRADIP Vendor Payment Portal under Service Excellence category. efficient troubleshooting, and with ITSM and • PSE Excellence Award 2025 under Enterprise trigger makes troubleshooting Security category for implementing Face reactive. The Unified Network Recognition based Access Control System in Data Centre Noida and under Data Centre category for NOC implementation at EOC Noida.

• PSE Excellence Award 2025 under Data Centre and performance. category for NOC implementation at EOC Noida.

• Governance Now 10th PSU IT Awards 2025 under Data Centers Excellence for implementing Face Recognition based Access Control System in Data Centre Noida.

• Governance Now 10th PSU IT Awards 2025 under Best IT Implementation Project for Centralization of Active Directory System in NTPC Limited.

The Statutory Auditors of your Company are appointed by the Comptroller & Auditor General of India. Joint Statutory Auditors for the FY 2024-25 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 and (v) M/s. Agasti & Associates, Chartered Accountants, Bhubaneshwar (vi) M/s. S. N. Kapur & Associates, Chartered Accountants, Kanpur.

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting being maintained by all stations and Coal mines of your Company. The firms of Cost 148(3) of the Companies Act, 2013 for the FY 2024-25 were i) M/s Mani & Co., Kolkata, ii) M/s Shome & Banerjee, Kolkata, iii) M/s K G Goyal & Associates, Delhi,iv) M/s R. 143 (6) (a) J. Goel & Co., Delhi, v) Bandyopadhyaya Bhaumik & Co., Kolkata, vi) M/s Datta Ghosh Bhattacharya & Associates, Kolkata, vii) M/s S. Dhal & Co., Bhubaneshwar, viii) M/s Paliwal & Associates, Lucknow, ix) M/s BVS & Co., Hyderabad, The due date for filing in XBRL format for the financial was upto 27th September 2024 and the consolidated Cost Audit Report for your Company was filed with the Central Government on 24th July 2024. The Cost Audit Report for the FY ended 31 March 2025 shall be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

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, Company Secretary in practice for conducting Secretarial FY 2024-25.

The Statutory Auditors of the Company have given an un-qualified report on the accounts of the Company for the FY 2024-25. However, they have drawn attention under ‘Emphasis of Matter’ to the following note of the Standalone Financial Statements: (i) Note No 2 (g) with respect to execution Transfer Agreement (BTA) dated 17th August 2023 with NTPC Mining Limited, a wholly owned subsidiary of the Company, for hiving off its coal mining business at book value. The BTA has only been approved by the Board of Directors of the company and subsidiary company, which shall become effective on completion of the precedent conditions as mentioned in the said BTA.

The abovementioned issue has been in the Note referred to by the Auditors.

31.5 Review of Accounts by Comptroller & Auditor records are General of India (C&AG)

The Comptroller & Auditor General of India, through AccountantsappointedunderSection letter dated 06 August 2025, has given NIL comments on the Standalone Financial Statements of your Company for the year ended 31 March 2025 after conducting supplementary audit under Section the Companies Act, 2013. The Comptroller & Auditor General of India, through letter dated 06 August 2025, has given NIL comments on the Consolidated Financial Statements of your Company for the year ended 31 March 2025 after conducting supplementary audit under Section 143 (6) (a) read with theconsolidatedCostAuditReport Section 129 (4) of the Companies Act, 2013.yearended31March2024 The aforesaid reports are being placed with the report of Statutory Auditors of your Company elsewhere in this Annual Report.

The "Secretarial Audit Report" by the Secretarial Auditor in Form MR-3 as required under Section Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure-X. The Management Reply on the observations provided in the Secretarial Auditor Report is given at Annexure-XI astheSecretarial Auditor . Audit of the Company for the

Your Company has a comprehensive Enterprise Risk Management (ERM) framework in place to proactively identify, assess, and mitigate potential risks. In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has constituted a Sub-

Committee (RMC), which is chaired by the Director (Projects). During FY25, the RMC identified total 26 risks, out of which the following nine (9) risks have been classified as top risks for the Company: of Business i. Threats to safety & security of people & property ii. Sustaining efficient plant operations iii. Compliance of emission, ash regulatory norms iv. Legal risks v. Risks related to coal mining. vi. Difficulties in acquisition of land vii. Delay in execution of projects. viii. Risks pertaining to hydro projects. ix. Inadequate fuel supply

The RMC meets regularly and monitors the top risks through reporting of key risk indicators, prepare mitigation plans and monitors their implementation. The risk mitig assessmentandtheprogressofthe are reported regularly to the Board of Directors. Moreover, the RMC seamlessly coordinates its functions with other

Notably, NTPC’s Enterprise Risk Management (ERM) framework aligns with the globally recognized ISO 31000:2018 standard and COSO framework ensuring a robust and internationally compliant approach to management.

Your Company is exposed to foreign exchange risk in respect of contracts denominated in foreign currency for purchase of plant and machinery, spares and fuel for its projects/ stations and foreign currency loans. In terms its Exchange Risk Management Policy, during FY 2024-25, your Company has entered into derivative contracts amounting to JPY 1048.31 Million, USD 266.66 Million and EUR 14.73 Million in respect of foreign currency loans exposure.

Your Company being a Government Company, the provisionsSection134(3)(e) of the Companies Act, 2013 do not apply in accordance with the dated 5th June 2015 issued by Ministry of Corporate Affairs, Government of India.

Ministry of Corporate Affairs (MCA), through General Circular dated 5th June 2015, has exempted Government Companies from the Section178 (2) of provisions of the Companies Act, 2013 which requiresperformance 34(3) of SEBI (LODR) evaluation 2015, a detailed report on Remuneration Committee. The aforesaid circular of MCA further exempted Government Companies from provisions of Corporate of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 which requires mentioning the manner of formal and that of evaluation its Committees and Individual Director in Board’s Report, if directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the Company, or, as the case may be, the State me. Governmentasperitsownevaluation

In this regard, the Department of Public Enterprises (DPE) has already laid down a mechanism for performance appraisal of all functional directors. DPE has also initiated the evaluation of Independent Directors. Your Company enters into a Memorandum of Understanding (MOU) with Government of India each year, which outlines key performance parameters for the Company. The performance of the Company is evaluated by the Department of Public Enterprises vis-a-vis MOU entered into with the Government of India. In terms of Regulation 25 of SEBI (LODR) Regulations, 2015, the performance of the Board as a whole and non-independent directors including Chairman & Managing Director is evaluated by the Independent Directors in a separateMeeting. practicein NTPC, this Aspergeneral held in the last quarter of the financial separatemeeting year. However, consequent upon the end of tenure of Independent Directors on 11th November 2024, the separate meeting of the 2024-25 could not be held.

All Independent Directors, during their tenure in FY 2024-25, met the requirements specified under Section of the Companies Act, 2013 for holding the position ‘Independent Director’. Requisite declarations under Section 149 (7) of the Companies 25 of SEBI (LODR) Regulations, Companies (Appointment and Qualification Rules, 2014 were provided by the all Independent Directors of your Company.

The Management Discussion and Analysis (MDA) Report, as per Regulation 34(2)(e) read with Schedule-V to the the going SEBI (LODR) Regulations, 2015 and DPE Guidelines, is during given at Annexure-I.

In accordance with Regulation Corporate Regulations, Governance along with a conditions Governance under the SEBI

Regulation and DPE Guidelines on Corporate Governance are given at Annexure-II.

The "Business Responsibility and Sustainability Report" and Assurance or Assessment report for BRSR Core in compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015 is given at Annexure-IX.

Number of Equity Shares due for transfer to IEPF and details of unclaimed dividend as on 31 March 2025 are available on the website of the Company, and the same is also disclosed in the Report on Corporate Governance given at Annexure-II.

During the period under review, your Company had not with any of its related entered into any material transaction parties. The Company’s major related party transactions are generally between NTPC and its Group Companies. In line with the statutory enactments, Policy on Materiality of Related Party Transactions and on Dealing with Related Directors for the FYParty Transactions of the Company has been revised during the year 2024-25 and is available at

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 149(6) of ee, upon related parties per the applicable provisions of the Companies Act, 2013. Act, 2013, Regulation s of Related Party Transactions are particular Further,the given in form AOC-2 at Annexure-VIII 2015andRule 6 of the . of Directors)

No concern regulator or court or tribunal impacting financial year status and Company’s operations 2024-25.

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

The details of investments made, loans granted and guarantees extended by the Company during the FY 2024-25 under Section 186 of the Companies Act, 2013

The Government of India notified a Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012 under section 11 of Micro, Small and Medium Enterprises Development Act, 2006.

are disclosed at Note 7 & 57 to the standalone financial statements for the financial year 2024-25.

Your Company has a comprehensive policy in place to address the Prevention, Prohibition, and Redressal of Sexual Harassment of Women at the Workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act). This policy is applicable to all female employees, including those who are regular, contractual, temporary, or trainees. Your Company has complied with provisions relating to the constitution of Internal Complaints the POSH Act and to ensure effective implementation and handling of complaints, Internal Committees (ICs) have been established at all projects and locations of your Company. These committees are responsible for addressing and resolving complaints related to sexual harassment. During the FY25, only one case of sexual harassment was reported across NTPC. The Internal are included in the Notes to Accounts review, did not recommend any action Details of complaints are as under: -

During the FY 2024-25, the Company made a total procurement of ` 18,117.30 crore (Including GST) through GEM portal. Further, the Company procured items valuing ` 8,474.961 crore from MSE vendors which was 47.68% of the total procurement* of ` 17,775.022 crore against the minimum threshold of 40% as stipulated in the Public Procurement Policy for Micro and Small Enterprises (MSMEs) Order. Out of which, the procurement percentage from MSEs owned by SC/ST and Women Entrepreneurs was 0.28% and 3.17%, respectively.

Your Company has conducted 32 Vendor Development Programs (VDPs), including 19 Special VDPs for MSEs owned by SC/ST and Women Entrepreneurs across the company. Annual procurement plan for 2025-26 from MSEs is

uploaded on https://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 Development Commissioner, Ministry of MSME vide letter No. F. No. 21(9)/2017-MA(Pt-I) (E-17230) dated 31st August 2021.

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 the ratio of the remuneration of each director to the median employee’s remunerationand details of employees receiving remuneration time to time. However, as per notification 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 and do not form part of this Directors’ Report.

Annual Return pursuant to Section 92 (3) of the Companies Act, 2013, read with Section Company (Management & Administration)Rules, 2014 for the Financial Year ended 31 March 2025 is available on the

Company’s website i.e www.ntpc.co.in/compliances

Your Company’s financial discipline and prudence is reflected in the strong credit ratings accorded by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report and Report on Corporate Governance which form part of the Annual Report.

GoI MoU is an agreement between the management of the Central Public Sector Enterprises (CPSEs) and the Government of India. MoU is a major policy initiative of the Government of India to undertake regular performance 134(3)(a)and rule12ofthe evaluation of CPSEs and enhancing the performance levels of the CPSEs. GoI MoU 2024-25 was signed between NTPC and Ministry of Power on consolidated basis. The key achievements against the targets of MoU 2024-25 are as under:

• Revenue from Operations: Your Group company has achieved highest ever Revenue from operations of ` 1,88,138 crore in FY 2024-25. es:

• Power Generation: Your company has registered a generation of 4,02,284 MUs (including generationfrom

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section143 (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.

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.

Key Financial Ratios for the financial 2025, have been provided under Note 74 of the Notes to the Accounts of the Standalone Financial Statement and Certificate (PAC) as per Order of the in the Management Discussion Analysis Report given at

Annexure-I.

The consumption of imported goods for your Group companies is as follows: (` crore)

NTPC Subsidiaries and excluding NTPC JV companies) with a growth of 3.6%. NTPC generation mix includes generation from Thermal, HydroandREsources. primarily in the domain of

• Financial Ratios: Your Company has strong financial systems in place. It believes in prudent management of its financial resources and strives to reduce theThe total expenditure on of capital. It has robust financials leading to strong cash flows which are being progressively deployed in generating assets. Your Company has a strong balance-sheet coupled with low gearing and healthy coverage year ratios. As a result, your Company has been abletoraise on BSE resources for its expansion projects at verycompetitive year from interest rates in domestic as well international With respect of GoI MoU your company has achieved following ratios.

• CAPEX: Your company has incurred a CAPEX of ` 48,595 crore including CAPEX of JVs and Subsidiaries of your company for the year 2024-25 on accrual basis.

• TReDS Portal: Your Company has onboarded Trade Receivable electronic Discounting System (TReDS) institutional mechanism set portals. TReDS is an up in order to facilitate the discounting of trade receivables of MSMEs from corporate buyers through invoice discounting by multiple any procedural time ate (PAC)c corporate buyers Being a responsible corporate, your company, has always ensured prompt/ timebound payments to MSEs.

• Procurement from GeM: Your company has registered a procurement of Goods & Services worth ` 20,426 crore from GeM Portal (including procurement by NTPC Subsidiaries). Your company has also integrated its ERP system with GeM portal for of the payment.

• Trade Receivables: As on 31 March 2025, trade receivables amounted to ` 34,750.66 crore. Trade receivables include unbilled revenue amounting to ` 16,319.77 crore billed, to the beneficiaries 31 March 2025, excluding the unbilled revenue, trade receivables are equivalent to 36 days of Revenue from Operations as on 31 March 2025.

• Expenditure on Research & Development/ Innovations

Your Company understands the importance of Research and Development (R&D) in the ever-changing dynamics of the energy sector coupled with energy transition. In this regard, Your Company is focused on research and development of innovative Green Fuel, solutions Green Fertilizer & Energy Storage. This will help the company to steer itself on the pathway of green energy Innovations transition.

Initiatives during the financialyearstands` 582.8 crore.

• Performance on Stock Exchanges: Your company has . outperformed BSE 500 index during the financial TheMarket Capitalization improved during the financial ` 3,25,759.50 crore to ` market. 3,46,801.26 crore. Your Company has paid a total of ` 7,999.75 crore as dividends to the shareholders during the financial year. Further Interest and redemption on Bonus debenture paid to shareholders during the financial year was ` 4,475.63 crore.

• Procurement from MSEs: The Government of India has

Small Enterprises (MSEs) Order, 2012. Your Company has registered a procurement of Goods & Services worth ` 9,137 crore from MSE vendors out of which procurement from SC/ ST MSE vendors was ` 63 crore and Woman MSE vendors was ` 613 crore. year 2024-25 TotalProcurement* during the financial by NTPC & its subsidiaries stands at ` 19,321 crore.

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

Symposium/ conference on health issues for employees: Occupational health and safety at workplace is one of the prime concerns for your company. Utmost importance is given to provide safe working environment and to inculcate safety awareness among the employees. There was total 11 different conferences and symposiums organized on health-related issues and awareness for NTPC employees and their families during the financial year.

• Digitalization of process: Integration of worker’s hazard training requirement mapping with CLIMS:

Your company has integrated workers safety training requirements in its contractors’ labour information management system by 31.12.2024, which facilitates mapping of training needs of each contractors’ worker according to their potential exposure to hazards during actual working conditionsas per their job profile. Worker’s awareness being one of the crucial enablers for ensuring safety, digital mapping of training needs identification of contractor’s workers at the time issuing gate pass has further strengthened the system of training and awareness.

During the year under review, no application was made & accepted or any proceeding pending under the Insolvency -25. and Bankruptcy Code, 2016 during the financial

During the FY 2024-25, no event has taken place that gives rise to reporting amount of the valuation done at the time of onetime

theBanksorFinancialInstitutions

Pursuant to DPE guidelines, Statistical information on reservation of SCs/ STs/OBCs for the year 2024-25 & Information on Persons with Benchmark Disabilities (PwBD) are givenat Annexure-IV & V respectively. have been designated

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 chart or 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 allentitiesin the network firm/network entity of which the statutory auditor is a part, details of utilization of funds raised through preferential allotment or qualified e Director vigil mechanism/ whistle blower policy and web-links for familiarization/ training policy of directors, Policy e Director 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 at Annexure-II.

During the FY 2024-25 and till date of the report, the following changes occurred in the Board / Key Managerial Personnel of the Company: -

1. Shri Dillip Kumar Patel (DIN: 08695490) ceased to be a Director of the Company upon his superannuation ect from 7 on 30th April 2024. of2. Shri Mahabir Prasad (DIN: 07094229) was appointed as an Additional Director (Government Nominee Director) on 14th August 2024. His appointment was then regularized as a Government Nominee Director in the 48th Annual General meeting of the Company held on 29th August 2024.

3. Shri Anil Kumar Jadli (DIN: 10630150) was appointed as an AdditionalDirector [Director (HR)] on 23^rd August 2024 and held 48th Annual General Meeting of the Company held on 29th August 2024. He has been reappointed as an Additional Director with effect from the same date.

4. Pursuant to Order No. 8/3/2023-Th.I dated 25th April 2024 and 20th August 2024 of Ministry of Power, consequent upon retirement of Shri Dillip Kumar and the valuation done while taking Patel, Shri Jaikumar Srinivasan, Director (Finance) (DIN: 01220828) held the additional charge of the post of Director (HR) till 22 nd August 2024.

5. Shri Vidyadhar Vaishampayan, Shri Vivek Gupta, Shri Jitendra Jayantilal Tanna and Ms. Sangitha Varier ceased to hold the position of Independent Directors on the Company upon completionof their term of appointment of three years on 11th November 2024.

6. Shri Aditya Dar and Mr. Masood A. Ansari, Senior as Key Management Managerial Personnel by the Board at its meeting held on 25th January 2025.

7. The following Senior Management Officials/ Functional heads have been designated as Key Managerial Personnel by the Board at its meeting held on 1st March 2025: Director [Chairman &

1. Shri Shaswattam, Executive Director

2. Shri Goutam Deb, Executive Director

3. Shri A K Manohar, Executive Director

4. ShriCKumar,

5. ^Shri R R Parida, Executive

6. ^^ShriAnimeshJain,

7. ^*Shri R Sarangapani, Executive Director

8. ^**Shri U H Gokhe, Executive Director

9. Shri Ajay Dua, Executive Director

10. ^**Shri Satish Upadhyay, Executive Directorupto the 11. $Shri Rajiv Gupta, Executive

^ Took charge as KMP on 3rd March 2025 ^^Took Charge as KMP on 10th March 2025. *Ceased to be KMP with effect from 31 st May 2025. ** Superannuated on 30th June 2025 eff $CeasedtobeKMPwith th July 2025.

8. Pursuant to MoP Order No. 8/4/2020-Th.l dated 16th April 2025, Shri Anil Kumar Trigunayat, (DIN: 07900294), was appointedasIndependent Director of the Company, and (Additional) on the Board on 17 th April 2025 for a ation notific periodofoneyearw.e..thedateof of further orders, aforesaid order or until whichever is earlier.

9. Pursuant to MoP Order No. 8/4/2020-Th.l dated 15th May 2025, Dr. Anil Kumar Gupta, (DIN: 00442146) and CA Pankaj Gupta (DIN: 03415536) were appointed as Independent Directors) onrs(Additional 16th May 2025 and Dr. Kanchiappan Ghayathri Devi (alias Dr. K. Ghayathri Devi) (DIN: 07584524), and Shri Sushil Kumar Choudhary (DIN: 11111980), were appointed as Independent Directors (Additional loans from Directors) on 19th May 2025, for a period of three years w.e.f. the date of notificationof the aforesaid ee,Committ order or until further orders, whichever is earlier.

10. Ministry of Power, Government of India vide its letter No. 8/1/2024-Th.I(271803) dated 18th July 2025 has informed that the President of India has re-employed Shri Gurdeep Singh (DIN: 00307037), Chairman & Managing Director, NTPC Limited as the Chairman & Managing Director of NTPC Limited on contract basis for a period of one year beyond the date of his superannuation i.e. w.e.f. 1st August 2025 till 31st July 2026, or till assumption of charge of the post by the regular incumbent, or until further orders, whichever is the earliest on the terms andconditions to be decided by the Government of India. Pursuant to the aforesaid order, he has been appointed as an Managing Director] Additional with effect from 1 st August, 2025.

The Board wishes to place on record its deep appreciation for the valuable services rendered by Shri Vidyadhar Vaishampayan, Shri Vivek Gupta, Shri Jitendra Jayantilal Tanna and Ms. Sangitha Varier during their association Director with the Company.

The Board welcomes Shri Anil Kumar Trigunayat, Dr. Anil Kumar Gupta, CA Pankaj Gupta, Dr. Kanchiappan Ghayathri Devi and Shri Sushil Kumar Choudhary on the Board of your Company.

The aforesaid Additional Directors appointed shall hold date of ensuing Annual General Meeting offices Director of the Company. The Company has received the notice of their candidate for appointment as director of the Company.

Pursuant to the provisionsSection152 of the

Companies Act, 2013, Shri Jaikumar Srinivasan, Director

(Finance) (DIN-01220828) and Shri Shivam Srivastava (DIN: 10141887), are due to retire by rotation at the ensuing Annual General Meeting being eligible, offer themselves for reappointment. The Board recommends their re-appointment.

The Board of Directors, from timetotime,has constituted several Sub-Committees of the Board of Directors in line until conclusionofthe with the provisions of the Companies Act, 2013, SEBI (LODR) 2015 and Corporate Governance Guidelines Regulations of Department of Public Enterprises, Government of India. Pursuant to order No. 8/4/2020-Th.1 dated 12th November 2021 of Ministry of Power, the tenure of four Independent Directors on the Board of NTPC Limited ended on 11th November 2024. As a result, the Audit Nomination & Remuneration Committee including PRP, Stakeholder RelationshipCommittee, Risk Management Committee, Corporate Social Responsibility on persons & Sustainability Committee werereconstituted with available directors on the Board of the Company. For the compositionof Committees and other related details as on 31 March 2025, please refer to the Corporate Governance Report given at Annexure-II.

Further, Ministry of Power vide its orders No. 8/4/2020-Th.I dated 16th April 2025 and 17th May 2025, appointed five Independent Directors on the Board of the Company as mentionedin para no.31.33 of this report. Following this, aforesaid Committees have been reconstituted in line with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations 2015 and Corporate Governance Guidelines of Department of Public Enterprises, Government of India. As on the date of this report, the composition of these Committees is as under: -

1. Audit Committee:

2. Nomination and Remuneration

3. StakeholdersRelationship

4. Risk Management Committee

Energy conservation is a top priority in the Company’s operations. Continuous monitoring of all units ensures ongoing performance assessments, and efforts are made to achieve continuous improvement by integrating latest technologies and global best practices.Throughout the financial year, various energy conservation were implemented across the power plants and stations, resulting in significant energy and monetary savings. In accordance with the provisions of the Companies Act, 2013, and rules notifiedthereunder, the details relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed as

Annexure - III.

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

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.

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

5. Corporate Social Responsibility and Sustainability Committee a) that in the preparation of the annual accounts year ended 31 March 2025, the forthefinancial had been followed applicable accounting airs, the along with proper explanation departures. b) that such accounting applied them consistently and such judgments and estimates were made 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 of the profit of the Company for the financial ended on that date. c) that the proper and sufficient 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 Annual Accounts have been prepared on a going concern basis. e) that internal financial controls to be followed by the and institutions, their continued Companyhad been laid down and that such internal financial controls are adequate and were operating effectively; and f) that the proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Directors of your Company extend their sincere appreciation for the cooperation received from the Government of India, especially the Prime Minister’s Office, the Ministry of Power, the Renewable Energy, the Ministry of Finance, the Ministry of Environment, Forests & Climate Change, the Ministry of Coal, the Ministry of Petroleum & Natural Gas, the Ministry Aff ofRailways,theMinistryofCorporate of Labour and Employment, the Central Board of Direct relating tomaterial Taxes, the Central Board of Indirect Taxes and Customs, policies GST authorities, the Department of Public Enterprises, the were selected and Department of Investment and Public Asset Management, the Central Electricity Authority, the Central Electricity Regulatory Commission, the Comptroller & Auditor March2025and General of India, the Appellate Tribunal for Electricity, State year Governments, Regional Power Committees, Stock exchanges, governments of various countries, and the Officeof the Attorney General of India. Their active carehasbeentaken support has been instrumental in achieving the Company’s successes during the financial year under review.

We also acknowledge the constructive received from the Office of the Comptroller & Auditor General of India, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors.

The Directors also express their gratitude to the shareholders, as well as to various international Indian banks and financial confidence in the Company. The the valuable contributions of contractors, vendors, and consultants in the implementation of various Company projects. Furthermore, we extend our heartfelt appreciation to the entire NTPC family for their tireless efforts and contributions at all levels, ensuring the Company’s continued growth and excellence.

For and on behalf of the Board of Directors