Disclosure Document

Private Placement Memorandum cum Application Letter Private & Confidential-not for circulation

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NTPC LIMITED Registered Office and Corporate Office: NTPC Bhawan, Scope Complex, 7, Institutional Area, Lodhi Road, New Delhi 110003 CIN : L40101DL1975GOI007966; PAN : AAACN0255D; Tel: +91-11-24367072; Fax: +91-11- 24360849; E-mail: [email protected] Company Secretary & Compliance Officer: Ms. Nandini Sarkar; Tel: +91-11-24360071; E-mail: [email protected] Nodal Officer & Executive Director (Finance): Shri Aditya Dar; Tel: +91-11-24367072; E-mail: [email protected] Director (Finance) & Chief Financial Officer: Shri A.K. Gautam; Tel: +91-11-24360100; E-mail: [email protected] Promoter: President of India, Acting through the Ministry Of Power, Government Of India; Website: www.ntpc.co.in THIS IS A PRIVATE PLACEMENT MEMORANDUM CUM APPLICATION LETTER ISSUED IN CONFORMITY WITH FORM PAS-4 PRESCRIBED UNDER SECTION 42 OF THE COMPANIES ACT,2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 ISSUED VIDE NOTIFICATION NO. SEBI/LAD-NRO/GN/2021/39 DATED 9 AUGUST 2021, AS AMENDED FROM TIME TO TIME AND SUCH OTHER CIRCULARS APPLICABLE FOR ISSUE OF NON-CONVERTIBLE SECURITIES ISSUED BY SEBI FROM TIME TO TIME. (Our Company was incorporated on 7 November 1975 under the Companies Act 1956 as a private limited company under the name, ‘National Thermal Power Corporation Private Limited’ at Delhi. The name of our Company was changed to ‘National Thermal Power Corporation Limited’ on 30 September 1976 consequent upon a notification issued by the Government of India exempting government companies from the use of the word ‘private’. On 30 September 1985, our Company was converted from a private limited company into a public limited company. The name of our Company was changed to ‘NTPC Limited’ and a fresh certificate of incorporation was issued on 28 October 2005.)

PRIVATE PLACEMENT OF [●], 15,000 UNSECURED, NON-CUMULATIVE, NON-CONVERTIBLE, REDEEMABLE, TAXABLE DEBENTURES OF RS. 10,00,000/- EACH AMOUNTING TO RS. 500 CRORE WITH GREEN SHOE OF RS. 1000 CRORE AGGREGATING TO RS.1,500 CRORE (SERIES 77) (THE “ISSUE”).

Coupon Rate Coupon payment frequency Redemption date Redemption Amount

[●] Annual 29.04.2024 Redeemable at face value

ISSUE SCHEDULE

Issue Opening Date Issue Closing Date Pay-in Date Deemed date of Allotment

27.04.2022 27.04.2022 29.04.2022 29.04.2022

TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE RATINGS TO THE ISSUE

IDBI Trusteeship Services Ltd. Registered Office Asian Building, Ground Floor, 17,R. Kamani Marg, Ballard Estate,Mumbai- 400 001 Contact Person: Shri Ashish Naik Tel No: (022) 40807000 Email: [email protected]

BEETAL Financial & Computer Services (P) Ltd.

Registered Office BEETAL House, 3rd Floor 99,Madangir New Delhi-110062 Tel: (011) 29961281 Fax No.011-29961284 Email: [email protected]

CRISIL AAA/Stable https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/ NTPCLimited_February%2028,%202022_RR_288403.html CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400 076

[ICRA] AAA (Stable) https://www.icra.in/Rationale/ShowRationaleReport?Id=105584 Building No. 8, Tower A, 2nd Floor, DLF Cyber City, Phase II, Gurgaon-122 002

IND AAA/Stable https://www.indiaratings.co.in/pressrelease/57964 Wockhardt Tower, Level 4, West Wing, Bandra Kurla Complex, Bandra (E), Mumbai-400 051

CARE AAA; Stable https://www.careratings.com/upload/CompanyFiles/PR/01072021082506_NTPC_Limited.pdf 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Sion (East), Mumbai - 400 022 Other details available in Chapter titled General Information

LISTING The Debentures are proposed to be listed on BSE. BSE is proposed to be the Designated Stock Exchange. ELIGIBLE INVESTORS All QIBs, and any non-QIB Investors specifically mapped on the EBP Platform. ELECTRONIC BOOK MECHANISM COMPLIANCE ISSUE will be in compliance with EBP operating guidelines, allotment and bidding procedure. This memorandum has been uploaded on BSE’s EBP Platform.

This Debenture issue is being made strictly on a private placement basis. It is not and should not be deemed to constitute an offer to the public in general. It cannot be accepted by any person other than to whom it has been specifically addressed. The contents of this Private Placement Offer cum Application Letter are non-transferable and are intended to be used by the parties to whom it is distributed. It is not intended for distribution to any other person and should not be copied / reproduced by the recipient for any purpose whatsoever. The information contained in this document has certain forward-looking statements. Actual result may vary materially from those expressed or implied, depending upon economic conditions, government policies and other factors. Any opinion expressed is given in good faith but is subject to change without notice. No liability is accepted whatsoever for any direct or consequential loss arising from the use of this document. NTPC does not undertake to update this Private Placement Offer Letter to reflect subsequent events and thus it should not be relied upon without first confirming the accuracy of such events with NTPC.

mailto:[email protected]




http://www.ntpc.co.in/


https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/

https://www.icra.in/Rationale/ShowRationaleReport?Id=105584

https://www.indiaratings.co.in/pressrelease/57964

https://www.careratings.com/upload/CompanyFiles/PR/01072021082506_NTPC_Limited.pdf


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ISSUER’s Absolute Responsibility NTPC Limited, having made all reasonable inquiries, accepts responsibility for and confirms that this placement memorandum contains all information with regard to NTPC Limited and the issue which is material in the context of the issue, that the information contained in the placement memorandum is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading.

TABLE OF CONTENTS

I. DEFINITIONS/ABBREVIATIONS ............................................................................................................................. 4

II. DISCLAIMER .......................................................................................................................................................... 6

III. GENERAL INFORMATION.................................................................................................................................. 7

Name and address of the registered and corporate office of the issuer ............................................. 7 Date of Incorporation ........................................................................................................................... 7 Business carried on by the company and its subsidiaries with the details of branches or units ......... 7 Compliance officer and Company Secretary ...................................................................................... 10 Nodal Officer ...................................................................................................................................... 10 Director (Finance) ............................................................................................................................... 10 Trustee for the Debenture holders .................................................................................................... 10 Registrar and Transfer Agent to Issue ................................................................................................ 10 Names and addresses of the credit rating agencies for the Issue & Weblink of Ratings press release11 Names and address of Joint Statutory Auditors ................................................................................. 11

IV. OUR MANAGEMENT ...................................................................................................................................... 12

Details of change in directors in last three financial years including any change in the current year:14 V. MANAGEMENT PERCEPTION OF RISK FACTORS ................................................................................................. 19

VI. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS ....................... 32

Overview: Business of the Company .......................................................................................................................... 32

Corporate Structure ........................................................................................................................... 32 Ownership .......................................................................................................................................... 33 Operational Performance................................................................................................................... 34 Business Strategy ............................................................................................................................... 35 Financial performance of NTPC for last three financial years (Audited) (Standalone & Consolidated)38 Gross Debt: Equity Ratio of the Company on Standalone basis ......................................................... 40

VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS .......................................................................................................... 41

Capital structure ................................................................................................................................. 45 Equity shares Capital History of the Company ................................................................................... 47 Details of any Reorganization or Reconstruction in the last 1 year ................................................... 48

VIII. FINANCIAL INDEBTEDENESS - DETAILS OF OTHER BORROWINGS (DETAILS OF SECURED & UNSECURED LOAN FACILITIES, NON-CONVERTIBLE DEBENTURES (NCDs), CPs, PARTICULARS OF DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH OR AT A PREMIUM OR DISCOUNT OR IN PURSUANCE OF AN OPTION, TOP TEN DEBENTURE HOLDERS, DETAILS OF CORPORATE GUARANTEES, DEFAULTS etc.) ............................................... 53

Details of Domestic NCDs (Rs. in crore) ............................................................................................. 53 Details of Foreign Currency loans (Unsecured) .................................................................................. 62

IX. DISLCOSURES WITH REGARD TO DEFAULT IN STATUTORY DUES OR DEBT SERVICING, INTEREST OF DIRECTORS, LITIGATION ETC. ...................................................................................................................................... 65


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Details of default in statutory dues or debt servicing, amount and duration of default ................... 65 X. Remuneration of Directors (during the current year and last three financial years) ......................................... 66

XI. Related party transactions during last three financial years including with regard to loans made, guarantees given or securities provided. .................................................................................................................... 67

XII. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGE(S) WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR) ....................................................................................................................... 67

XIII. SUMMARY TERM SHEET ................................................................................................................................. 76

XIV. CREDIT RATING & RATING RATIONALE .......................................................................................................... 80

XV. DEBENTURE TRUSTEE ..................................................................................................................................... 81

XVI. STOCK EXCHANGE(s) WHERE SECURITIES ARE PROPOSED TO BE LISTED ...................................................... 81

XVII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS ...................................... 82

XVIII. UNDERTAKING REGARDING COMMON FORM OF TRANSFER ........................................................................ 82

XIX. ABRIDGED AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION / SUMMARY OF FINANCIAL POSITION .................................................................................................................................................. 82

XX. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE ....................................................... 82

XXI. PERMISSION/ CONSENT FROM PRIOR CREDITORS ........................................................................................ 82

XXII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER .................. 82

XXIII. DISCLOSURES PERTAINING TO WILFUL DEFAULTER ...................................................................................... 83

PART - B (To be filed by the Applicant) ....................................................................................................................... 83

XXIV. DECLARATION ............................................................................................................................................ 84

ANNEXURE (S) forming integral part of this PRIVATE PLACEMENT MEMORANDUM CUM APPLICATION LETTER (I) CONSENT OF TRUSTEE & RTA (II) RATING (S) ALONGWITH RATING RATIONALE (III) BOARD & AGM RESOLUTIONS (IV) AUDITED FINANCIALS & CASH FLOW STATEMENTS (STANDALONE & CONSOLIDATED) (ALONG WITH

COLUMNAR REPRESENTATION) OF PREVIOUS THREE YEARS (V) LIMITED REVIEWED FINANCIALS FOR STUB PERIOD, AS FILED WITH EXCHANGES (VI) RELATED PARTY DISCLOSURES OF PREVIOUS THREE YEARS


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I. DEFINITIONS/ABBREVIATIONS

Articles Articles of Association of the Company

Board/ Board of Directors Board of directors of our Company or a duly constituted committee thereof.

Debentures Unsecured, non-cumulative, non-convertible, redeemable, taxable debentures

Debenture holder Any person or entity holding the Debentures and whose name appears in the list of Beneficial Owners provided by the Depositories.

Book Closure/ Record Date The date of closure of register of Debentures or date of determining the beneficiaries for payment of interest and repayment of principal

BSE BSE Limited

BUs Billion Units

CARE Credit Analysis and Research Limited

CDSL Central Depository Services (India) Limited

CERC Central Electricity Regulatory Commission

CIL Coal India Limited

CMD Chairman and Managing Director of NTPC

CRISIL CRISIL Limited

Company NTPC Ltd., unless otherwise specified Company would refer to NTPC standalone

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant (DP) A Depository participant as defined under Depositories Act

Deemed Date of Allotment The date of Allotment of Debentures for the Issue. All benefits accruing in relation to the Debentures including interest on Debentures shall be available from Deemed Date of Allotment. Actual Allotment of Debentures may occur on a date later than Deemed Date of Allotment

DISCOM Distribution Companies

EPC Engineering, Procurement and Construction

FIIs / FPIs Foreign Institutional Investors / Foreign Portfolio Investors

Fiscal Period of twelve months period ending March 31 of that particular year unless otherwise stated

FY Financial Year

GAIL GAIL (India) Limited

Government/GOI Government of India

HEPP Hydro Electric Power Project

ICRA ICRA Limited

India Ratings India Ratings & Research Private Limited

Issuer/ NTPC/ Company NTPC Limited, a company incorporated on 7 November 1975 under the Companies Act, 1956 and having its registered and corporate office at NTPC Bhawan, Scope Complex, 7, Institutional Area, Lodhi Road, New Delhi - 110003

Income Tax Act/I.T. Act The Income Tax Act, 1961, as amended from time to time

kWh kilowatt hour


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MOP Ministry of Power, Government of India

Memorandum Memorandum of Association of the Company

MF Mutual Fund

MMSCMD Million Metric Standard Cubic Meters per day

MUs Million Units

MW Megawatt

NSE National Stock Exchange of India Limited

NSDL National Securities Depository Limited

PAN Permanent Account Number

PLF Plant Load Factor

PPA Power Purchase Agreement

Private Placement Memorandum cum Application Letter /Private Placement Offer cum Application Letter / Offer Letter

Private Placement Memorandum by NTPC Limited

Rs. / INR Indian Rupee

RTGS Real Time Gross Settlement

Registrar Registrar to the Issue, in this case being BEETAL Financial & Computer Services (P) Ltd.

RBI The Reserve Bank of India

SAIL Steel Authority of India Limited

SEB(s) State Electricity Board(s) and their successor(s), if any, including those formed pursuant to restructuring/unbundling

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992

SEBI NCS Regulations/SEBI Regulations

SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 issued vide Notification No. SEBI/LAD-NRO/GN/2021/39 dated 9 August 2021, as amended from time to time and such other circulars applicable for issue of Non-Convertible Securities issued by SEBI from time to time

SEBI(LODR) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

State Utilities SEBs and the Unbundled entities of SEBs

Stock Exchange(s) NSE and/or BSE as the Company may decide for listing the Debentures

T&D Transmission and Distribution

TDS Tax Deducted at Source

The Companies Act Companies Act 2013 as amended

The Issue/ The Offer/ Private Placement

Private placement of unsecured, non-cumulative, non-convertible, redeemable, taxable debentures

TPA(s)/Tripartite Agreement(s)

Tripartite Agreements executed by the Government, Reserve Bank of India and the respective State Governments

TPP Thermal Power Project


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II. DISCLAIMER

GENERAL DISCLAIMER This Private Placement Offer Letter is neither a Prospectus nor a Statement in lieu of Prospectus and is prepared in conformity with Form PAS-4 prescribed under Section 42 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and in accordance with SEBI NCS Regulations. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. The document is for the exclusive use of the Institution(s)/investors to whom it is delivered, and it should not be circulated or distributed to third party. Company certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned Companies Act provisions and SEBI NCS Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. DISCLAIMER OF THE ISSUER The Issuer confirms that the information contained in this Private Placement Offer Letter is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has been made available in this Private Placement Offer Letter for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. The Company accepts no responsibility for statements made otherwise than in this Private Placement Offer Letter or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. Although every effort has been made to provide accurate and up-to-date information in this document, however, there is the possibility that an unintentional omission or error exists. NTPC is not responsible for any such unintentional errors or omissions. Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Debentures. It is the responsibility of the prospective subscribers to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Debentures. It is the responsibility of the prospective subscribers to verify if they have necessary power and competence to apply for the Debentures under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Debentures. Nothing in this Private Placement Offer Letter should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Debentures. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the Debentures. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Debentures and matters incidental thereto. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. DISCLAIMER OF THE STOCK EXCHANGE(S) As required, a copy of this Private Placement Offer Letter has been/will be submitted to the Stock Exchange(s) for hosting the same on their websites. It is to be distinctly understood that such submission of the document with Stock Exchange(s) or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by stock exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange(s); nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange(s) whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.


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III. GENERAL INFORMATION

Name and address of the registered and corporate office of the issuer

Name of the Issuer NTPC Limited

Registered & Corporate Office NTPC Bhawan, Core-7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi-110003.

Telephone Number 011-24367072

Fax Number 011-24360849

Website www.ntpc.co.in

E-mail [email protected]

Date of Incorporation Our Company was incorporated on 7 November 1975 under the Companies Act 1956 as a private limited company under the name, ‘National Thermal Power Corporation Private Limited’. The name of our Company was changed to ‘National Thermal Power Corporation Limited’ on 30 September 1976 consequent upon a notification issued by the Government of India exempting government companies from the use of the word ‘private’. On 30 September 1985, our Company was converted from a private limited company into a public limited company. The name of our Company was changed to ‘NTPC Limited’ and a fresh certificate of incorporation was issued on 28 October 2005. Business carried on by the company and its subsidiaries with the details of branches or units

NTPC is a diversified power major with presence in the entire value chain of the power generation business. Apart from power generation, which is the mainstay of the company, NTPC has also ventured into consultancy, power trading, coal mining etc.

Subsidiaries The Company has 13 subsidiary Companies. The activities of subsidiaries are briefly discussed here:

a) NTPC Vidyut Vyapar Nigam Limited (NVVN) NVVN was incorporated on 1 November 2002, as a wholly owned subsidiary company of NTPC Limited, to undertake business of purchase and sale of all forms electric power. In accordance with Central Electricity Regulatory Commission (CERC) notification, NVVN has a trading Licensee under Category I (highest category). NVVN has been designated as the nodal agency for cross border trading of power with Bangladesh, Bhutan and Nepal. Office of NVVN Registered Office: NTPC Bhawan, Core-7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi - 110003 b) Kanti Bijlee Utpadan Nigam Limited (KBUNL) A subsidiary Company in which NTPC holds 100% shares, took over MTPS having 2 units of 110 MW each from BSEB. The Company had also taken up expansion of the project by commissioning 2X195 MW units. Offices of KBUNL Registered Office: NTPC Bhawan, Core - 7, Scope Complex 7, Institutional Area, Lodhi Road, New Delhi - 110003 Site Office: P.O. - Kanti Thermal, Distt. - Muzaffarpur - 843130 (Bihar) c) Bhartiya Rail Bijlee Company Limited (BRBCL) A subsidiary of NTPC in joint venture with Ministry of Railways with equity contribution in the ratio of 74:26 respectively for setting up and operating power plant of 1000 MW (4X250 MW) capacity at Nabinagar in Bihar. Offices of BRBCL Registered Office: NTPC Bhawan, Core-7, Scope Complex 7, Institutional Area, Lodhi Road, New Delhi – 110003 Site Office: Nabinagar Thermal Power Project, Nabinagar, Distt. Aurangabad, Bihar -824303 d) NTPC Electric Supply Company Limited (NESCL) NESCL was incorporated on 21 August 2002, as a wholly owned subsidiary company of NTPC Limited, to undertake business of distribution of electric energy. Due to non-availability of distribution business, NESCL later started deposit and consultancy works. To enable a focused business approach in the area of distribution, the objective for which NESCL was incorporated, NESCL has transferred and vested all its business operations, with effect from April

http://www.ntpc.co.in/



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1, 2015, to NTPC Limited, the holding company. Currently the Company does not have any business operations in retail distribution, however the same is being actively pursued. Office of NESCL Registered Office: NTPC Bhawan, Core-7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi - 110 003 e) Patratu Vidyut Utpadan Nigam Limited (PVUNL): PVUNL has been incorporated on 15 October 2015 as a subsidiary of NTPC which has 74% stake in the Company and 26% of stake is held by JBVNL (a DISCOM utility of Jharkhand State).Patratu Thermal Power Station, District Ramgarh, Jharkhand was transferred to and vested in PVUNL Vide Government of Jharkhand Notification dated 1 April 2016.The JV Company objective is to install 4000 MW coal based thermal power plant consisting of 5 units of 800 MW each which is to be implemented in two phases (Phase I: 3 x 800 MW and Phase II: 2 x 800 MW).Existing Units are retired and deleted from record of installed capacity. Offices of PVUNL Reg. Office: NTPC Bhawan, Core - 7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003. Site Office: Patratu Thermal Power Station, Patratu, Distt. Ramgarh – 829119, Jharkhand f) Nabinagar Power Generating Co. Ltd. Setting-up a coal-based power project having capacity of 1980 MW (3X660 MW) and operation & maintenance thereof at New Nabinagar in district Aurangabad of State of Bihar. Reg. Office: NTPC Bhawan, Core - 7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003. Office of NPGCL: Nabinagar Super Thermal Power Project - Distt. Aurangabad, Nabinagar, Bihar g) NTPC Mining Limited A wholly owned subsidiary Company has been incorporated on 29.08.2019 for hiving off of coal mining business of NTPC.

Reg. Office: NTPC Bhawan, Core - 7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003. h) North-Eastern Electric Power Corporation Limited (NEEPCO) NTPC acquired 100% stake in NEEPCO from GOI on 27.03.2020. NEEPCO is primarily engaged in the business of generation and sale of electricity in the north-eastern region of India. Regd. Office: Brookland Compound, Lower New Colony, Laitumkhrah, Shillong- 793 003, Meghalaya

i) THDC India Limited (THDCIL) NTPC acquired 74.496% stake in THDCIL from GOI on 27.03.2020. Balance stake of THDCIL is held by Govt. of Uttar Pradesh. THDCIL i.e., primarily a hydropower generating company. THDCIL has commercial portfolio of 1587 MW comprising hydro power generation portfolio of 1,424 MW, wind power generation portfolio of 113 MW and solar power generation portfolio of 50 MW. Further, it has projects with aggregate capacity of 2,764 MW (1,444 MW - hydro power projects and 1,320 MW thermal power project) under various stages of implementation.

Offices of THDCIL Regd. Office: Bhagirathi Bhawan, Bhagirathipuram, Tehri Garhwal - 249001

Corporate Office: Ganga Bhawan, Pragatipuram, By-Pass Road Rishikesh-249201 j) NTPC EDMC Waste Solutions Private Limited Joint Venture Company with East Delhi Municipal Corporation (EDMC) with equity participation of 74:26 respectively, in the name of “NTPC EDMC Waste Solutions Private Limited” incorporated on June 1, 2020, to develop & operate state of art/modern integrated waste management & energy generation facility using municipal solid waste generated in East Delhi Municipal Corporation (EDMC) and other areas at a location under EDMC control area on Build Own Operate (BOO) basis.

Registered Office: NTPC Bhawan, Core-7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003 k) NTPC Renewable Energy Limited A wholly owned subsidiary Company has been incorporated on 07.10.2020 for renewable energy business.

Reg. Office: NTPC Bhawan, Core - 7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003. l) Ratnagiri Gas and Power Pvt. Ltd. RGPPL was incorporated on 08.07.2005 to own & operate the assets of erstwhile Dabhol power plant in Ratnagiri consisting of 1967 MW power generation capacity and 5 MMTPA LNG Re-gasification terminal. After approval of demerger of power and LNG business for restructuring of loans and viability of the project, LNG business was demerged into Konkan LNG Private Limited. Consequent upon the resolution plan of RGPPL, NTPC equity


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shareholding in RGPPL increased from 25.51% to 60.98% on 31.12.2020. Further the Company has executed Share Purchase Agreements with GAIL (India) Limited (GAIL) on 23.02.2021, for purchase of GAIL's share (25.51%) in Ratnagiri Gas and Power Pvt. Ltd. (RGPPL) and Sale of NTPC's share (14.82%) (on fully dilutive basis) in Konkan LNG Ltd. (KLL). After transfer of shares as per the Share Purchase Agreements, NTPC exited from KLL and NTPC's shareholding in RGPPL became 86.49 %. Reg. Office: NTPC Bhawan, Core - 7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003. m) NTPC Green Energy Limited A wholly owned subsidiary Company has been incorporated on 07.04.2022 for green energy business.

Reg. Office: NTPC Bhawan, Core - 7, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi – 110 003. Joint Ventures:

S. No.

Company Name (Incorporated on)

NTPC’s Equity holding Objective

1. NTPC-SAIL Power Company Ltd. (08.02.1999)

50% To operate & maintain the Captive power plants of Durgapur, Rourkela & Bhilai

2. Aravali Power Company Private Ltd. (21.12.2006)

50% To set up & operate 3X500 MW Indira Gandhi Super Thermal Power Project at Jhajjar, Haryana

3. NTPC Tamil Nadu Energy Company Ltd. (23.05.2003)

50% To set up & operate 3X500 MW Coal based power project at Vallur, Tamil Nadu

4. Meja Urja Nigam Private Ltd. (02.04.2008)

50% To set up & operate 2X660 MW power project at Meja Tehsil in Allahabad district in UP

5. Trincomalee Power Co. Ltd. (26.09.2011)

50% Development of Power Projects in Srilanka

6. Bangladesh-India Friendship Power Co. Pvt. Ltd. (31.10.12)

50%

For setting up and implementing coal-based Power plant(s) in Bangladesh

7. Anushakti Vidhyut Nigam Ltd. (27.01.2011)

49% Development of nuclear power projects in the country.

8. NTPC BHEL Power Projects Pvt Ltd. (28.04.2008)

50% To take up EPC contracts and manufacturing of equipment’s for power plants and other infrastructure projects in India & abroad

9. Transformer and Electricals Kerala Ltd. (44.6% shares acquired by NTPC on 19.06.2009)

44.60% For manufacturing and repair of high voltage transformers and associated equipment

10. Utility Powertech Ltd. (23.11.1995)

50% To take up assignments of construction, erection and supervision in power sector and other sectors in India and abroad

11. NTPC GE Power Services Pvt. Ltd. (27.09.1999)

50% To provide R&M services for coal-based power plants in India. To renovate, modernise, refurbish, rehabilitate, upgrade, reverse engineering and component damage assessment. Also, for undertaking Residual life assessment, reengineering in India and on a project-by-project basis elsewhere in abroad, utilising state-of-the-art technology


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S. No.

Company Name (Incorporated on)

NTPC’s Equity holding Objective

12. National High-Power Test Laboratory Private Ltd. (22.05.2009)

20% For setting up an online High-Power Test Laboratory for short-circuit test facility in the country. Commercial operation of the Lab has commenced

13. Energy Efficiency Services Ltd. (10.12.2009)

33.334% To carry out and promote the business of Energy Efficiency, Energy Conservation and Climate Change

14. CIL NTPC Urja Pvt. Ltd. (27.04.2010)

50% Development, operation and maintenance of Brahmini & Chichro Patsimal coal blocks in Jharkhand. These blocks have been de-allocated

15. Hindustan Urvarak & Rasayan Ltd. (15.06.2016)

29.67% To undertake revival of Gorakhpur and Sindri plant of Fertilizer Corporation of India Ltd & Barauni plant of Hindustan Fertilizer Corporation Limited by setting up ammonia-based urea plants at each location

Other Branches and Units Apart from the registered and corporate office of NTPC at Delhi, NTPC group has power projects, Joint Venture and Subsidiary Companies, Regional Head Quarters, Coal Mining projects/blocks, oil exploration block(s), Consultancy wing, R&D facility called NTPC Energy Technology Research Alliance (NETRA), Regional Inspection Offices, Commercial Offices and several under construction projects. The above branches, units, sites, offices etc are spread at several locations all over India and JV offices in Bangladesh and Sri Lanka.

Compliance officer and Company Secretary Nodal Officer

Ms. Nandini Sarkar Company Secretary and Compliance Officer NTPC Limited, NTPC Bhawan, SCOPE Complex, Lodi Road, New Delhi –110 003, Tel.: 011 24360071 Fax.: 011 24360241 E-mail: [email protected]

Shri Aditya Dar Executive Director (Finance) NTPC Limited, NTPC Bhawan, SCOPE Complex, Lodi Road, New Delhi –110 003, Tel: 011 24367072 Fax: 011 24361724 Email: [email protected]

The investors can contact the Compliance Officer/Nodal Officer in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ debenture certificate(s) in the DEMAT account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc.

Director (Finance)

Shri Anil Kumar Gautam Director (Finance) NTPC Bhawan SCOPE Complex,7, Institutional Area, Lodhi Road, New Delhi 110 003

Trustee for the Debenture holders

IDBI Trusteeship Services Ltd. Registered Office Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai- 400 001 Email: [email protected]

Registrar and Transfer Agent to Issue

BEETAL Financial & Computer Services (P) Ltd. BEETAL House, 3rd Floor, 99, Madangir, New Delhi-110062



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Names and addresses of the credit rating agencies for the Issue, Weblink of Ratings press release, Declaration

CRISIL Limited

CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400 076 https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/NTPCLimited_February%2028,%202022_RR_288403.html

ICRA Limited

Building No. 8, Tower A, 2nd Floor, DLF Cyber City, Phase II, Gurgaon-122 002 https://www.icra.in/Rationale/ShowRationaleReport?Id=105584

India Ratings & Research Private Limited

Wockhardt Tower, Level 4, West Wing, Bandra Kurla Complex, Bandra (E), Mumbai-400 051 https://www.indiaratings.co.in/pressrelease/57964

CARE Ratings Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 https://www.careratings.com/upload/CompanyFiles/PR/01072021082506_NTPC_Limited.pdf

It is hereby declared and confirmed that all the ratings assigned vide press release (s) mentioned above are valid as on date.

Arranger (s) to the Issue

[●]

Names and address of Joint Statutory Auditors

Name Address Auditor since*

M/s. S. K. Mehta & Co. Chartered Accountants, FY 2019-20

504, KIRTI MAHAL

19, RAJENDRA PLACE

NEW DELHI -110008, DELHI

M/s. S. N. Dhawan & Co. LLP Chartered Accountants FY 2018-19

D-74, Malcha Marg,

Diplomatic Enclave,

NEW DELHI - 110021, DELHI

M/s. Varma & Varma Chartered Accountants, FY 2019-20

NO. 104

METRO PALM GROVE APARTMENTS

RAJ BHAVAN ROAD, SOMAJIGUDA

HYDERABAD - 500082, AP

M/s. Parakh & Co. Chartered Accountants, FY 2019-20

323, GANPATI PLAZA,

M.I. ROAD,

JAIPUR - 302001, RAJASTHAN

M/s. C. K. Prusty & Associates Chartered Accountants, FY 2019-20

10, RAJARANI COLONY,

TANKAPANI ROAD,

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/NTPCLimited_February%2028,%202022_RR_288403.html

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/NTPCLimited_February%2028,%202022_RR_288403.html

https://www.icra.in/Rationale/ShowRationaleReport?Id=105584

https://www.indiaratings.co.in/pressrelease/57964




- 12 -

BHUBANESHWAR - 751014, ODISHA

M/s. B. C. Jain & Co. Chartered Accountants, FY 2019-20

16/77A,

CIVIL LINES

KANPUR - 208001, UTTAR PRADESH

M/s. V. K. Jindal & Co. Chartered Accountants, FY 2019-20

GG3 SHREE GOPAL COMPLEX

THIRD FLOOR, COURT ROAD

RANCHI - 834001, JHARKHAND

*Note: The appointment of auditors is being done by C&AG on year-to-year basis.

IV. OUR MANAGEMENT

Presently, there are 12 Directors on the Board, of which 6 are whole-time Directors including CMD, 2 Government Nominee Directors who act as part-time non-official Directors on the Board and 4 Independent Directors. The details of the Board of Directors are set forth below:

S. No.

Name, Designation, Occupation and DIN

Age Address Director since

List of other Directorships

1 Shri Gurdeep Singh Chairman & Managing Director

DIN: 00307037

56 years FLAT NO. 164/169 MADAN LAL BLOCK KHEL GAON NEW DELHI - 110049

February 4, 2016

Indian Companies - Foreign Companies - Bangladesh India Friendship

Power Company Pvt. Ltd.

2. Shri Vivek Kumar Dewangan Government Nominee Director DIN: 01377212

54 years D-I/71, Amrita Shergil Marg, Near Khan Market, Rabindra Garden, Lodhi Road, New Delhi – 110003

April 28, 2018

Indian Companies - Energy Efficiency Services

Limited

3. Shri Anil Kumar Gautam Director (Finance)

DIN: 08293632

59 years A-15, SECTOR-53, NOIDA, UP-201301

October 18, 2019

Indian Companies - NTPC Vidyut Vyapar Nigam

Limited - Meja Urja Nigam Pvt. Ltd - North-Eastern Electric

Power Corporation Ltd. - THDC India Ltd.

4. Shri Ashish Upadhyaya AS&FA, Ministry of Power Government Nominee Director DIN: 06855349

56 years A-9, Tower-5, New Moti Bagh, New Delhi - 110023

January 22, 2020

None


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5. Mr. Dillip Kumar Patel Director (Human Resources) DIN: 08695490

57 years Quarter No-C8, BLOCK C1, NTPC SAMRIDHI TOWNSHIP, SECTOR -33, Noida-201301,U.P.

April 1, 2020

Indian Companies - Aravali Power Company Pvt.

Ltd. - NTPC Electric Supply

Company Ltd. - NTPC SAIL Power Company

Limited

6. Shri Ramesh Babu V Director (Operations)

DIN: 08736805

57 years 163, Madan Lal Block, Asian Games Village Complex, Khelgaon, New Delhi - 110049

May 1, 2020

Indian Companies - Kanti Bijlee Utpadan Nigam

Ltd. - NTPC Tamil Nadu Energy

Company Limited - Bhartiya Rail Bijlee

Company Limited - Nabinagar Power

Generating Company Limited

7.

Mr. Chandan Kumar Mondol Director (Commercial) DIN: 08535016

58 years Flat No. 77, Vinayak Apartment, C-

58/1, Sector-62, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201307

August 1, 2020

- Indian Companies - NTPC Vidyut Vyapar Nigam

Limited - NTPC Mining Limited - NTPC Renewable Energy

Limited - Energy Efficiency Services

Ltd. - Convergence Energy

Services Limited Foreign Companies - Bangladesh India Friendship

Power Company Pvt. Ltd.

8. Mr. Ujjwal Kanti Bhattacharya Director (Projects) DIN: 08734219

57 Years 76, Vinayak Apartments, C-58/1, Sector-62, Noida, Uttar Pradesh-201301

August 28, 2020

Indian Companies - Hindustan Urvarak &

Rasayan Limited - NTPC GE Power Services

Private Limited - North-Eastern Electric

Power Corporation Ltd. - THDC India Ltd. - Patratu Vidyut Utpadan

Nigam Ltd. - NTPC BHEL Power Projects

Pvt. Ltd.

9. Shri Jitendra Jayantilal Tanna Independent Director DIN: 09403346

47 years Balvi kunj, Bajarang Society, Plot Nambar- 4 Veraval (Rural area) (part), Junagadh, Gujarat 362265

November 30,2021

None


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10. Shri Vivek Gupta Independent Director DIN: 08794502

48 years B-7, Saraswati Colony, Tonk road, Gandhi Nagar, Jaipur, Rajasthan 302015

November 30,2021

Indian Companies - Drink bucket Private Limited

11. Shri Vidyadhar Vaishampayan Independent Director DIN: 02667949

58 years A/1, Automatic CHS Ltd, Near Gurukul Panchpakhadi, Thane(W), Maharashtra 400602

November 30,2021

None

12. Ms. Sangitha Varier 57 Years No.2D, Cosmos, May Flower Sakthi Gardens, Nanjundapuram Road, Coimbatore, Tamil Nadu

November 7, 2021

None

Details of change in directors in last three financial years including any change in the current year:

Name DIN Designation Appointment/ Cessation/ Designation change

Date of Change

Date of joining Board in case of cessation

Reason

Shri Vivek Kumar Dewangan

01377212 Government Nominee Director

Appointment April 28, 2018 - Appointed pursuant to Office Order No. 20/8/2016-Coord (Pt-V) dt 19.04.2017 and Corrigendum No. 20/8/2016-Coord. (Vol-V) dt 24.04.2018 from MOP, GOI.

Shri Aniruddh Kumar


Cessation July 30, 2018 February 25,2016

Ceased pursuant to Letter No. 20/08/2016-Coord (Pt-V) dated 30.07.2018 from MOP, GOI.


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Dr. K.P. Kylasanatha Pillay

08189583 Independent Director

Appointment July 30, 2018 - Appointed pursuant to Office Order no. 20/6/2017-Coord. dated 17.07.2018 from MOP, GOI.

Dr. Bhim Singh 08189580 Independent Director

Appointment July 30, 2018 - Appointed pursuant to Office Order no. 20/6/2017-Coord. dated 17.07.2018 from MOP, GOI.

Ms. Archana Agrawal


Appointment August 7, 2018 - Appointed pursuant to Letter No. 20/08/2016-Coord (Pt-V) dated 30.07.2018 from MOP, GOI.

Shri K. Sreekant 06615674 Part-Time Director (Finance)

Cessation November 3, 2018 March 29, 2018 Completion of Tenure

Shri Kulamani Biswal

03318539 Director (Finance)

Cessation December 8, 2018

December 9, 2013

Completion of Tenure

Dr. Gauri Trivedi


Cessation November 15, 2018

November 18, 2015


Dr. Gauri Trivedi


Appointment November 16, 2018

- Appointed pursuant to Notification no. 20/06/2017-Coord dated 22.11.2018 from MOP, GOI.

Shri K. Sreekant

06615674 Part-Time Director (Finance)

Appointment February 12, 2019

- Appointed pursuant to Office Order No. 8/18/2017-Th-I dated 13.02.2019 from MOP, GOI.

Ms. Archana Agrawal


Cessation April 22, 2019 August 7, 2018 Ceased pursuant to


- 16 -

Office Order 2/2/2016-Adm.II dated 22.04.2019 from MOP, GOI.

Shri Seethapathy Chander


Cessation June 12, 2019 June 22, 2016 Completion of tenure

Shri Anurag Agarwal


Appointment July 1, 2019 - Appointed pursuant to Letter No. 20/08/2016-Coord (Pt-V) dated 07.06.2019 from MOP, GOI.

Shri Anurag Agarwal


Cessation

July 12, 2019 July 1, 2019 Premature repatriation as intimated by MOP letter F. No. 2/4/2019-Adm.II dated 12.07.2019

Shri Prasanta Kumar Mohapatra

07800722 Director (Technical)

Cessation July 31, 2019 January 31, 2018

Superannuation

Shri K. Sreekant

06615674 Part-Time Director (Finance)

Cessation August 12, 2019

February 12, 2019

Completion of tenure

Shri Anil Kumar Gautam

08293632 Director (Finance)

Appointment October 18, 2019

- Appointed pursuant to Office Order No. 8/3/2019-Th.1 dated 18.10.2019 from MOP, GOI.

Dr. Gauri Trivedi



November 16, 2018


Shri Susanta Kumar Roy

07940997 Director (Projects)


January 19, 2018

Superannuation

Shri Ashish Upadhyaya


Appointment January 22, 2020 - Appointed pursuant to Ministry of Power’s letter no. 20/08/2016-Coord(Pt-V) dated 14.01.2020 from MOP, GOI.


- 17 -

Mr. Saptarshi Roy

03584600 Director (Human Resources)

Cessation March 31, 2020 November 1, 2016

Superannuation

Shri Dillip Kumar Patel

08695490 Director (Human Resources)

Appointment April 1 , 2020 - Appointed pursuant to Ministry of Power’s letter no. 8/4/2019-Th.1 dated 31.12.2019

from MOP, GOI. Shri Prakash Tiwari

08003157 Director (Operations)

Cessation April 30 , 2020 January 31, 2018

Superannuation

Shri Ramesh Babu V

08736805 Director (Operations)

Appointment May 1, 2020 - Appointed pursuant to Office Order No. 8/7/2019-Th.1 dated 25.03.2020 from MOP, GOI.

Mr. Anand Kumar Gupta

07269906 Director (Commercial)

Cessation July 31, 2020 February 3, 2017

Superannuation

Mr. Chandan Kumar Mondol

08535016 Director (Commercial)

Appointment August 1, 2020 - Appointed pursuant to Order No. 8/15/2019-Th.1 dated 10.06.2020 from MOP, GOI.

Mr. Ujjwal Kanti Bhattacharya

08734219 Director (Projects)

Appointment August 28, 2020 - Appointed pursuant to Order No. 8/19/2019-Th.1 dated 26.08.2020 from MOP, GOI.

Shri M.P. Singh 07937931 Independent Director

Cessation September 7, 2020

October 24, 2017


Shri P.K. Deb 03424714 Independent Director


October 24, 2017


Shri Shashi Shekhar



October 24, 2017


Shri Subhash Joshi



October 24, 2017


Shri Vinod Kumar



October 24, 2017



- 18 -

Dr. K.P. Kylasanatha Pillay


Cessation July 16, 2021 July 30, 2018 Completion of Tenure

Dr. Bhim Singh


Cessation July 16, 2021 July 30, 2018 Completion of Tenure

Shri Jitendra Jayantilal Tanna



- Appointed vide order no. 8/4/2020-Th.1 dated 12.11.2021 from MOP, GOI.

Shri Vivek Gupta



- Appointed. vide order no. 8/4/2020-Th.1 dated 12.11 .2021 from MOP, GOI.

Shri Vidyadhar Vaishampayan



- Appointed vide order no. 8/4/2020-Th.1 dated 12.11.2021 read with order no. 8/4/2020-Th.1 dated 22.11.2021 from MOP, GOI.

Ms. Sangitha Varier

09402812 Independent Woman Director

Appointment December 7, 2021

- Appointed vide order no. 8/4/2020-Th.1 dated 12.11.2021

It is further confirmed that Permanent Account Number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft offer document. Note: Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s) and Passport Number of the promoters (not applicable as promoter is Government of India).


- 19 -

V. MANAGEMENT PERCEPTION OF RISK FACTORS

Undertaking by NTPC Limited Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of NTPC Limited and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘Risk factors’ given below. NTPC Limited, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Document contains all information with regard to NTPC Limited and the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

The issuer has no side letter with any debt securities holder except the one(s) disclosed in the offer document/placement memorandum. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. You should carefully consider all the information in this Offer Letter, including the risks and uncertainties described below before making an investment in the Debentures. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, financial condition and prospects. If any of the following or any other risks actually occur, our business, financial condition and prospects may be adversely affected and the price and value of your investment in the Debentures could decline such that you may lose all or part of your investment. RISKS RELATING TO OUR BUSINESS 1. Our expansion and diversification plans are subject to a number of risks and uncertainties, which may result

in an adverse effect on our business, financial condition and prospects. Our growth strategy and expansion plans subject us to a number of considerations, including the following:

• Our ability to finance capital expenditure for expansion, including the management of new equipment and projects and the maintenance and up-gradation of existing equipment and projects, is subject to a number of risks, contingencies and other factors, including interest rates, availability of loans and cost of borrowing.

• Our ability to procure fuel at prices and terms acceptable to us. In particular, estimates of coal reserves are subject to assumptions and, if the actual amounts of such reserves are less than estimated or if the quality of the coal reserves is lower than estimated or we are unable to commence planned captive coal mining activities for any other reason including de-allocation of mines by authorities, we may not be able to implement our expansion plans.

• Our ability to obtain licenses under the Electricity Act, 2003, including transmission licenses, distribution licenses and electricity trading licenses.

• Our ability to obtain licenses/consents/approvals under environmental laws (including mining laws) and labor, health and safety laws.

• Actual increases in demand for power as well as other services and products offered by us, such as our consultancy and other allied businesses, may not meet anticipated demand based on which we have planned our operations and growth for any given periods, or the success or sustainability of any of our growth plans may be adversely affected by other industry trends that we have been unable to correctly anticipate.

• Our ability to sell power is dependent upon the financial position of the various SEBs/Distribution companies of the states who may not purchase power which is costly in merit order or otherwise.

• There may be potential adverse short-term effects on operating results through increased costs or


- 20 -

otherwise, such as change in regulatory norms etc.

• We may experience economic, political and social uncertainty or volatility in the diverse regions in which we currently operate or in which we plan to set up operation.

• We may face challenges associated with recruitment and retention of adequate skilled personnel as well as possible diversion of management time and focus and managing the realignment of our management and administrative resources.

• We may not be selected for projects that we may bid for in the future, including as a result of other entities being able to make a more competitive bid.

• We may face increasing competition going forward, including from private sector players, in our current as well as proposed business activities.

• Our plans may further be affected by litigations, adverse judicial rulings, change of law etc.

We also expect that the execution of our growth strategy and new power projects will place significant strains on our management, financial and other resources. Continued expansion increases the challenges involved in financial and technical management, recruitment, training and retaining sufficient skilled technical and management personnel, and developing and improving our internal administrative infrastructure. If we are unable to successfully implement our business plan and growth strategy, we may also be unable to meet the annual performance targets set by the Government pursuant to the annual Memorandum of Understanding which we enter into with the Government. Any of these factors may have an adverse effect on our business, financial condition and prospects.

In particular, as we seek to diversify our operations, including by way of forward and backward integration in the power sector and by way of diversifying our fuel mix, we may be subject to a number of additional risks. Any new business that we may enter into, may subject to a legal, regulatory, policy and business environment that we are not currently familiar with, or may pose significant challenges to our administrative, financial and operational resources. The early stages and long gestation periods of new businesses may make it difficult to predict their economic viability. Therefore, there is no assurance as to the timing and amount of any returns or benefits that we may receive from new business initiatives or new fuel sources that we are currently exploring or developing.

2. Power projects generally have long gestation periods and subject us to various operational risks, which may result in an adverse effect on our business, financial condition and prospects. Power projects generally have long gestation periods, which may entail a significant period of time before the economic viability of a given project can be established and there may be substantial capital outflow before we are able to realize expected benefits or returns on our investment. Moreover, the construction, development or operation of our power projects, coal mines or other facilities may be disrupted or affected by various factors that may be beyond our control, including the following:

• Our ability to acquire land depends on its ownership status, the classification of land use and the willingness of owners to sell or lease their land. Acquisition of land may involve a number of difficulties relating to rehabilitation and resettlement and provision of adequate compensation to project affected people, while diversion of forest land would be subject to Government clearance.

• We depend on independent contractors for construction, installation, delivery and commissioning, as well as the supply and testing of key plant equipment and other non-core aspects of our business. We may only have limited control over the timing and quality of services, equipment or supplies provided by contractors as well as suppliers and vendors, and any failure or delay in performance by any such persons or entities could result in time and cost overruns for us.

• We may experience geological difficulties during the execution of construction projects, especially during the development of hydroelectric, oil and gas and coal mining projects. For example, during the execution of our construction projects, we may discover adverse rock strata or terrain, or trapped gases or trapped


- 21 -

water and our plant designs may be unsuitable for dealing with such geology. These geological factors may result in costs and time overruns or cause us to determine that a planned project or expansion is no longer economically feasible.

• Mechanical failure and equipment shutdowns, explosions, fires, natural disasters such as cyclones and earthquakes, breakdown, failure or substandard performance of equipment, improper installation or operation of equipment, accidents, transmission or transportation interruptions, environmental disasters, significant social or political disruptions including terrorism and labor disputes, or industrial action may significantly affect our operations.

• Non-availability of fuel of desired quantity and quality may significantly disrupt our operations or reduce our profitability.

If such operational difficulties occur, our ability to supply electricity to our customers or source fuel (coal, oil and gas) may be adversely affected. In the event any facility is significantly damaged or forced to shut down for a significant period of time, our business, financial condition and prospects may be adversely affected.

In particular, many of our power stations are ageing and may subject us to additional risks to the extent that we may be required to undertake renovation and modernization schemes involving significant capital expenditure.

3. We have significant fuel requirements and may not be able to ensure availability of adequate fuel at

competitive prices. Also, we may not be able to ensure availability of sufficient amounts of coal of the grade, quality and specifications that we require in order to operate our coal-based power stations, at commercially reasonable prices. Availability of fuels at competitive prices is critical to our business. Fuel costs represent our largest expense. Although we purchase a significant part of our fuel requirements, particularly coal and gas, under long-term fuel supply agreements, there is no assurance that our suppliers will be able to satisfy their contractual commitments, particularly in relation to the grade and quality of coal that we may require for our operations, or that alternative sources of supply will be available to us on reasonable terms. In the event our contracted sources of fuel supply or other domestic sources of fuel supply (for instance, through short term purchase agreements or orders placed by us on the spot market) fall short for any reason including uncertainty in the domestic market regarding coal blocks allocation, or the grade, quality and specifications of fuel available for supply to us does not match our specifications and requirements, we may be required to explore alternative sources of fuel supply, including for import of fuels such as coal from other countries at prices that may be significantly higher than the prices at which we have historically sourced fuel for our power stations in the past. Further, domestic coal and gas allocations and gas prices are currently determined by Government policy, while coal prices are contractually set, which limits our financial and operational flexibility to an extent. In the event that coal and gas supplies or gas prices in India were to be deregulated, there is no assurance that we will be able to obtain adequate supplies of coal and gas at competitive prices. Moreover, the availability and cost of fuels, including coal and gas, are subject to volatility in world commodity markets, the level of investment in exploitation of mine reserves in India and elsewhere, the quality and grade of coal and gas available in India and elsewhere, and other factors that may be beyond our control. Any constraints on sourcing adequate quantities of fuel at commercially reasonable costs, and of acceptable grade, quality or other specifications, may adversely affect our business, financial condition and prospects.

The domestic demand for coal is expected to increase significantly in the future, driven by significant capacity addition in the Indian power sector. High dependence on domestic coal could therefore expose us to potential price and availability risks. In the event of a shortage of coal, not only will the productivity of our coal-fired power stations be affected but it will also hinder our expansion plans. We also source coal through bilateral short-term memoranda of understanding, through imports and through e-auctions. However, there is no


- 22 -

assurance that such sources of coal will continue to be available to us in the future at reasonable prices or terms or at all. With respect to gas, our use has been limited in the past due to inadequate supply of domestic gas. We have arranged for the supply of re-liquefied natural gas through long- and short-term contracts to meet part of its requirements.

4. The power sector in India is regulated. For instance, tariff regulations issued by the CERC, may adversely affect

our business, financial condition and prospects. Moreover, other regulatory matters and changes in applicable law and policy may adversely affect us. Our businesses are regulated by the central and state governments in India, through a number of laws, rules, regulations and policies applicable to the power sector in India.

Moreover, the regulatory framework in India continues to evolve and there is a particular focus on increasing private participation in the future. Non-compliance with applicable laws and regulations may also lead to penalties, revocation of our permits and registrations, or costly litigation. Any significant legal or regulatory change or uncertainty in the power sector may adversely impact our business, financial condition and prospects.

5. Our PPAs may expose us to certain risks that may affect our business, financial condition and prospects.

Further, there is no assurance that we will be able to sell power outside the long term PPAs and this could have an adverse impact on our revenues. Under our PPAs with our customers, which are generally state utilities, our profitability is largely a function of our ability to make available and operate our power plants at optimal levels in accordance with minimum performance standards that may be determined from time to time by regulatory bodies and our ability to manage our costs. Any failure to meet such minimum performance standard or manage our costs may have an adverse effect on our business, financial condition and prospects. Further, the PPAs have inherent risks that may restrict our operational and financial flexibility. For example, long-term PPAs provide for sale of power to customers at tariffs and terms determined by the regulator. Accordingly, if there is an industry-wide increase in tariffs, we will not be able to take advantage of increased tariffs or negotiate satisfactory alternative off-take arrangements. These limitations affect our ability to enjoy the benefits of an increased tariff rate that our competitors selling power outside long-term PPAs may otherwise enjoy.

In addition, in the event that PPAs are terminated prematurely, or not renewed or not honored or extended after the initial term expires and, if we are unable to enter into purchase agreements with other customers, this may have an adverse effect on our business, financial condition and prospects. Further, MOP has allowed us to sell power from our thermal plants which are over 25 years old after bundling with our upcoming solar capacity. We are not able to guarantee that we will be able to enter into PPAs with beneficiaries for selling power on bundled basis. Such agreements may create additional variability in our revenues and could expose our business to risks of market fluctuations in demand and price for power.

6. Weak financial position of distribution companies adversely affects our ability to recover dues from them and

poses an off-take risk which may adversely affect our financial position. The distribution companies and State Electricity Boards (“SEBs”) have had weak credit histories in the past and continue to operate under financial constraints, due in part to the regulatory and policy constraints applicable to them in their respective states. Historically, we have had significant problems recovering payments from the SEBs, which, we believe, have been largely resolved due to Governmental intervention. However, any inability to adequately enforce such customers’ ability to honor their off-take obligations towards us, or the escrow, letter of credit or other arrangements entered into with the SEBs or any other change including the proposed/undertaken financial restructuring of various SEBs that adversely affects our ability to recover dues from the SEBs or other state utilities (for instance, due to state policy or regulatory requirements that the state


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utilities may be subject to, or other factors affecting the profitability, creditworthiness and operations of such entities) may adversely affect our business, financial condition and prospects. Further, lack of schedules for off take of power given by the distribution companies due to their poor financial health will result in lower plant load factor (“PLFs”) and lower operational efficiencies.

7. We are involved in a number of legal and other proceedings and claims that may be determined against us. Further, opposition from local communities may adversely affect our business. In the ordinary course of our business, we, as well as our Directors and officers, are subject to several legal, regulatory, arbitral and administrative proceedings and claims at various levels of investigation or adjudication. These proceedings may include criminal cases (including motor accident claims, fatal accident claims, dishonor of cheques, claims regarding theft of goods, petitions for revision enforcement or quashing of orders previously passed in relation to employment claims, etc.), public interest litigation (“PIL”), appeals against tariff orders of the CERC, civil suits, arbitral claims, taxes (including income and sales tax) and other statutory levies (including royalty claims), employment-related disputes, land-acquisition related disputes, environmental disputes, claims regarding alleged defect in title of properties, trespass and claims for premium, rental and other payments in respect of property owned, leased or otherwise used by us, etc. The total claim, financial implication or amount of contingent liability relating to such proceedings as on the date of this Offer Letter is not ascertainable, including due to the monetary claim against us not having been quantified in many instances, and may be substantial. An adverse decision in any such proceeding may have an adverse effect on our business, financial condition and prospects. There is also no assurance that similar proceedings will not be initiated against us in future. Further, should new developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements, which could increase our expenses and liabilities.

In addition, the acquisition of land for our projects and related rehabilitation and resettlement requirements, as well as the construction and operation of our projects or our fuel diversification plans (including coal mining, hydroelectric, renewable or nuclear power projects), may face opposition from local communities or special interest groups due to the perceived negative impact such activities may have on the environment and community access to natural resources, or other specific factors from time to time. Significant opposition by local communities, special interest groups and other parties may delay project implementation, divert management focus and otherwise adversely affect our business, financial condition and prospects.

8. We have incurred significant indebtedness and may incur substantial additional borrowings in connection

with our business. We have substantial outstanding indebtedness including secured borrowings. Our indebtedness and restrictions imposed on us under current or future loan arrangements may adversely impact our business, financial condition and prospects in various ways, including the following:

• We may be required to dedicate a significant portion of our cash flow towards repayment of debt, which will reduce availability of cash flow to fund working capital, capital expenditures, acquisitions and other general corporate requirements.

• We may be required to maintain certain financial ratios and satisfy certain financial or other covenants.

• As some of our borrowings are secured against our assets, lenders may sell or take over those assets to enforce their claims in the event of any default.

• We may be required to obtain approval from our lenders/trustees, regarding, among other things, reorganization, amalgamation or merger, incurrence of additional indebtedness, disposition of assets and expansion of our business, and no assurance can be given that we will receive such approvals in a timely manner or at all.

• Our project costs may increase since we capitalize interest during the construction of our facilities.


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Moreover, our ability to meet our debt service obligations and to repay outstanding borrowings will depend primarily upon the cash flow generated by our business over time, as well as our ability to tap the capital markets as a source of capital. If we fail to meet our debt service obligations or financial or other covenants under our financing documents, our lenders could declare default and cancel unutilized facilities, accelerate the maturity of our obligations or enforce security, which may have an adverse effect on our business, financial condition and prospects, particularly in the event cross-default under multiple financing arrangements is triggered. Further, in such event, the availability and cost of future borrowings may be negatively impacted, with consequences that may include increased finance charges, decreased income available to fund future growth, decreased working capital and imposition of restrictive covenants under financing arrangements.

9. Failure to obtain or renew necessary regulatory approvals may adversely affect our business, financial

condition and prospects. In the ordinary course of our business, we as well as our independent contractors and counterparties, are required to obtain and, in several cases, renew, from time to time, various regulatory approvals, including, for instance, consents from the state pollution control boards in India to establish and operate our projects and other facilities and for appropriate handling of biomedical and other hazardous waste, discharge of waste water, as well as registrations with relevant tax and labor authorities in India. In particular, several of our environmental, electrical installation testing, wireless set and boiler-usage or gas-cylinder storage, height clearance, structural design and stability and other approvals across several of our projects may expire in the near future, and we have applied for or are in the process of applying for renewals or extensions of such approvals in due course. Failure to obtain and maintain or renew required approvals and registrations may have an adverse effect on our business, financial condition and prospects. Further, such approvals and registrations may be subject to numerous conditions, including periodic reporting or audit requirements, which may require us to undertake substantial compliance-related expenditure and other procedures. Any actual or alleged non-compliance with specified conditions may result in suspension or cancellation of, or refusal to renew, required approvals and registrations or imposition of penalties, which may be significant, by the relevant authorities. A suspension, cancellation or refusal to extend required approvals and registrations may require us to cease production at some or all of our facilities or to engage in time-consuming and costly administrative and/or legal proceedings in order to resolve such issues, or may affect other aspects of our operations, which may have an adverse effect on our business, financial condition and prospects.

10. Our ability to raise foreign capital is constrained by global economic conditions and conditions in foreign financial markets. We have raised and expect to continue to raise capital in foreign markets. Our ability to raise foreign capital is constrained by the conditions of these markets. The global capital and credit markets have recently been experiencing periods of extreme volatility and disruption. The global financial crisis, including the continuing sovereign debt crisis in Europe, concerns over recession, inflation or deflation, energy costs, geopolitical issues, commodity prices and the availability and cost of credit, have contributed to unprecedented levels of market volatility and diminished expectations for the global economy and the capital and credit markets.

11. Our Joint Statutory Auditors may have included certain notes and matters of emphasis in their reports on financial statements included in this Offer Letter, which should be considered carefully by prospective investors in the Issue. While there is no reservation, qualification or adverse remarks in the Joint Statutory Auditors’ report on our standalone and consolidated financial statements, our Joint Statutory Auditors have included certain notes and matters of emphasis in their reports, which should be considered carefully by prospective investors in the Issue. For audit reports, refer our website www.ntpc.co.in.


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12. We have significant contingent liabilities, which may result in an adverse effect on our business, financial condition and prospects, to the extent that any such liabilities materialize. The contingent liabilities appearing in financial statements, as on March 31, 2021, are summarized below:

Rs.in crore

Sl. No. Nature of Claim 2020-21 2019-20

1 Capital works 12,880.46 11,611.59

2 Land compensation cases 456.92 422.96

3 Fuel suppliers 3,822.97 4,220.43

4 Others (claims by Govt. departments/authorities) 1,004.52 834.00

5 Taxation matters including income tax matters 6,019.47 612.54

6 Bill discounting 16,295.05 10,692.34

7 Coal transportation w.r.t the arbitration award relating to the dispute with JITF

2,153.57 2,014.84

8 Others 433.13 429.08

Total 43,066.09 30,837.78

13. We are subject to various environmental, occupational, health and safety and other laws, which may subject

us to increased compliance costs that may have an adverse effect on our business, financial condition and prospects. Our operations are subject to central, state and local laws and regulations relating to the protection of the environment and occupational health and safety, including those governing the generation, handling, storage, use, management, transportation and disposal of, or exposure to, environmental pollutants or hazardous materials resulting from power projects as well as with respect to the utilization of fly ash produced in course of our generation and with respect to mining operations conducted in India . For instance, we require approvals under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981, in order to establish and operate our power projects, and will require prospecting licenses and, subsequently, mining leases in order to commence prospecting and mining activities at the coal blocks allocated to us.

In addition, in the ordinary course, we are subject to several risks generally associated with power generation as well as coal mining, including explosions, fires, mechanical failures, accidents, discharges of toxic or hazardous substances or gases and other environmental risks. These hazards may cause personal injury and loss of life, environmental damage and severe damage to or destruction of property and equipment. We may incur substantial costs, including clean up or remediation costs, fines and civil or criminal sanctions, and third-party property damage or personal injury claims, as a result of violations of or liabilities under environmental or health and safety laws or actual or alleged noncompliance with permits or registrations required at our facilities, or the conditions imposed on us under such permits and registrations. Further, on the expiry or termination of any operating permits held by us, including any mining licenses granted to us in the future, we may be required to incur significant costs to dismantle and decommission our operations and remove our equipment and installations at such sites. Moreover, environmental and health and safety laws, regulations and policies, and the interpretation and enforcement thereof, are subject to change and have tended to become stricter over time. In particular, we expect that the GOI, as well as the governments of several nations worldwide, may be considering/has considered further measures to achieve a significant reduction in carbon and greenhouse gas emissions, particulate matter, Sulphur Dioxide, etc. Compliance with current and future environmental and health and safety laws, regulations and policies, particularly at older power stations, may require substantial capital expenditure. If we fail, or are alleged to have failed, to comply with such laws, regulations and policies, we may be subject to significant fines, penalties, costs, liabilities or restrictions on operations. In certain cases, we may also be required to become involved in costly and time-consuming legal or administrative proceedings in order


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to resolve any such allegations or claims that may arise against us, in relation to compliance with applicable environmental and health and safety laws, regulations and policies, which may adversely affect our business, financial condition and prospects.

14. Our accounts are subject to audit by the Comptroller and Auditor-General of India and may be adversely affected by any adverse finding in the audit of the accounts. Section 143(6)(b) of the Companies Act, 2013 provides that the Comptroller and Auditor-General of India (“CAG”) shall, within sixty days from the date of receipt of the audit report, have a right to comment upon or supplement such audit report. Our Company could be subject to adverse findings by CAG which could have material adverse impact on our financial conditions, profitability, operations and profits.

15. Inability to attract and retain, or appropriately replace, our key personnel and sufficient skilled workers may adversely affect our business, financial condition and prospects. Our success depends substantially on the continued service and performance of our senior management team and other key personnel, as well as on our skilled workforce. If we lose the services of any key individuals and are unable to find suitable replacements in a timely manner, our ability to realize strategic objectives may be impaired. Moreover, as we are a public sector undertaking, Government policies regulate and control emoluments and benefits that we pay to our employees and such policies may not permit us to pay market rates. Consequently, private sector participants in power generation, coal mining, oil exploration and production and related activities may dilute the talent pool available to public sector undertakings. Also, since most of our operations lie in remote regions of India, we may face competitive disadvantages in attracting and retaining key personnel and skilled workers at various levels and positions across our organization.

16. We may be adversely affected by strikes; work stoppages or increased wage demands or any other kind of

disputes involving our work force. Further, Government announcements relating to increased wages for public sector employees will increase our expenses. We employ a significant number of employees and engage various contractors who provide us with laborers at our power projects. Most of our non-executive workers are unionized. Any shortage of skilled personnel or work stoppages caused by disagreements with our work force and the unions may have an adverse effect on our business, financial condition and prospects. Further, under Indian law, we may be required to absorb a portion of contract labor as our employees or we may be held responsible for wage payments, benefits and amenities to labor engaged by our independent contractors, should such contractors default on wage payments or in providing benefits and amenities. Further, Government announcements relating to increased wages for public sector employees may increase our expenses.

17. We may encounter problems relating to the operations of our Joint Venture/Subsidiaries, which may result in an adverse effect on our business, financial condition and prospects. As on the date of this Offer Letter, our Company has formed Joint Ventures for undertaking specific business activities, as well as subsidiaries. Our Joint Ventures/Subsidiaries, present and future, as well as our obligations under any joint venture agreements, whether subsisting or future, may subject us to certain risks, including the following:

• Our joint venture partners may be unable or unwilling to fulfil their financial or other obligations to us, or may have economic or business interests or goals that are inconsistent with ours, or may take actions contrary to our instructions, requests, policies and objectives or actions that are not acceptable to regulatory authorities or may become involved in litigation with us or third parties or may have financial difficulties that may make it difficult for us to enforce our agreements with them.

• Some of our joint venture agreements prohibit us from, among other things, disposing of our shareholding in the Joint Ventures for specified periods or acquiring additional shares without the written consent of the other party. Such covenants may limit our ability to make optimum use of our investments or exit these joint venture companies at our discretion, which may have an adverse impact on our business, financial


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condition and prospects.

• We may withdraw from our JVs or subsidiaries if they are unable to operate in the desired manner to achieve the goals for which the same were set up.

18. Our operations and expansion plans have significant water requirements, and we may not be able to ensure

regular and adequate availability of water. Water is a key input for hydroelectric and thermal power generation. Our operations and the proposed expansion of generation capacity will be dependent on, among other things, our ability to ensure unconstrained and undiminished availability of committed water supply from State Governments during the life cycle of the existing and planned power stations. Changing weather patterns and inconsistent rainfall and change in law can hamper water supply at our power stations. Although we create reservoirs to hold water to cover any temporary shortfall, these reservoirs do not have sufficient capacity to sustain supply to our power stations for extended periods of time. We rely on water supply arrangements with certain State Governments and State Government bodies. Such water sources may run through several States and may be the subject of interstate water disputes. Any interstate water disputes may affect the ability of these State Governments to supply water to us. Water is a limited and politically sensitive resource, and is carefully allocated by the State Governments for use between several groups of users. Accordingly, due to political pressures, State Governments may not fulfill their contractual obligations to us under these water supply agreements. In the event of water shortages, our power projects may be required to reduce their water consumption, which would reduce their power generation capability, thereby adversely affecting our average PLF which could have an adverse effect on our business and financial conditions. Expansion of our generation capacity and the development of new power stations cannot be initiated unless we have regular and adequate availability of water and/or confirmation of water availability for these projects.

19. While we generate high levels of ash in our operations, our ash utilization activities may be insufficient to dispose of all the ash that we generate. Our power generation capacity may be adversely affected to the extent that we are unable to appropriately utilize ash generated for our operations as per stipulated laws and timelines. In particular, our Company generates high levels of ash in its operations. There are limited uses for ash and therefore demand for ash is low. While we continue to explore methods to utilize or dispose of ash, our ash utilization activities are insufficient to dispose of the ash we generate. This may add to our capital expenditures and operating expenses. In certain cases where it may not be possible to increase our utilization of ash to comply with this requirement, we may need to reduce the generation of ash through a partial or full shutdown of our operating power stations, thereby reducing our average PLF which could have an adverse effect on our business, financial condition and prospects.

20. The interests of our directors may cause conflicts of interest in the ordinary course of our business. Conflicts of interest may arise in the ordinary course of decision making for our Company. Some of our non-Executive Directors and General Managers are also on the board of directors of certain companies which are engaged in businesses similar to our business. There is no assurance that our directors will not provide competing services or compete with our business in which we are already present or will enter into in future.

21. Some of our immovable properties may have certain irregularities in title, which may adversely affect us.

There may be certain irregularities in respect of our title to some of the land acquired for our various power stations as well as other properties owned by and leased to us, for instance, the title deeds may not have been properly executed or stamped or registered or lease agreements may have expired and not yet been renewed. In certain cases, the prescribed land acquisition procedures are yet to be completed and, accordingly, we do not yet have clear and absolute title to certain immovable properties. Further, in respect of certain immovable


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properties, we are involved in legal or regulatory proceedings that are pending before various courts and authorities in India and the total claim against us in such proceedings is not quantifiable. Further, a portion of the land acquired for our projects is subject to adverse possession. Failure to possess or repossess such land may adversely affect our business, financial condition and prospects.

22. Inability to adapt to technological changes or disruptions to our technology platforms or business or

communication systems may adversely affect us. Our success depends in part on our ability to respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. Changes in technology and costs of equipment and compliance, particularly as we continue to diversify into non-conventional energy sources, may require us to make significant additional capital expenditures to upgrade our facilities. If we are unable, for technical, legal, financial or other reasons, to identify and adapt in a timely and cost-effective manner to technological changes and consequently evolving market conditions and customer requirements, our business, financial condition and prospects may be adversely affected. In addition, as we source hardware and software from third parties, there is no guarantee that there will not be any defects in these products, which may affect or disrupt our business.

23. Our business involves numerous risks that may not be covered by insurance.

While we maintain insurance cover that we believe to be consistent with industry practice, including a mega risk policy which covers risks as to physical loss or damage and machinery breakdown including certain extensions to cover risks such as burglary, leakage and overflowing, firefighting expenses, deliberate damage, removal of debris, subject to certain standard exclusions, exemptions and clarifications such as standard wear and tear and gradual deterioration of insured assets, the occurrence of any events that are not covered by our insurance, or any losses that are in excess of our insurance coverage or that may be claimed by us in the future but not honored by our insurers for any reason, may have an adverse effect on our business, financial condition and prospects.

24. The President of India acting through the MOP exercises a majority control in the Company, which enables it

to influence the decision-making process. The President of India acting through the MOP holds majority of the paid-up Equity Share capital of our Company as detailed elsewhere in the document which enables the Government of India to influence the outcome of any matter submitted to shareholders for their approval. Exercise of such influence by the Government of India may adversely affect the interests of the Company and its other shareholders which, in turn, could adversely affect the goodwill, operations and profitability of the Company.

25. We may be adversely affected by changes in Government policy and shareholding. Government owns majority of our Company’s paid-up capital. While we generally manage our business on a daily basis with a high degree of financial and operational autonomy, in large part as a result of our ‘MAHARATNA’ status, Government ownership has been an important factor in many aspects of our business, including the settlement of electricity dues payable by the SEBs. Any pursuit of Government policies that are not in the interests of our Company, or the loss of ‘MAHARATNA’ status, or any significant change in Government shareholding in our Company could adversely affect our business, financial condition and prospects.

26. Failure to protect intellectual property rights may adversely affect our business and prospects.

We have not registered our trademark or that of our Subsidiaries and Joint Ventures. Consequently, we do not enjoy the statutory protections accorded to registered trademarks in India and may in the event of a competing claim, be required to enter into expensive and prolonged litigation in order to establish or protect our use of such trademarks and other intellectual property.

27. Risks relating to accelerated solar capacity addition The Company intends to add substantial renewable (solar) energy-based power projects in future (“Renewable Projects”). Renewable Projects are subject to other risks including higher tariffs as compared to conventional


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coal-based plants and the associated off-take risk, determination of adverse tariff, technology risk, sub-optimal performance, parallel investment required from state agencies and central transmission utilities in infrastructure for evacuation of power, grid instability, regulations mandating forecasting and scheduling of solar power, non-availability of tax benefits and lower merit order.

28. Risks relating to trading of solar power under National Solar Mission Our Company has been designated as the nodal agency by the Government of India for selection of solar power developers for grid-connected solar photo voltaic power plants to be developed under ‘National Solar Mission’. Our Company shall also be required to purchase solar power from these plants for further sale to state distribution companies. Any default by state distribution companies in payment of dues on account of solar power generated or traded by the Company and foreign currency exchange rate variations or refusal to off-take solar power is likely to have an adverse impact on the balance sheet of the Company affecting the overall credit-risk.

29. We have entered into certain transactions with related parties. Any transaction with related parties may involve conflicts of interest We have entered into transactions with several related parties. We can give no assurance that we could not have achieved more favorable terms had such transactions not been entered into with related parties. Furthermore, it is likely that we will enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. The transactions we have entered into and any future transactions with our related parties have involved or could potentially involve conflicts of interest.

30. In addition to our Rupee borrowings and financial activities, we currently have foreign currency borrowings

as well as financing activities, which are likely to continue or increase in the future, which will expose us to fluctuations in foreign exchange rates, which could adversely affect our financial condition. We currently have foreign currency borrowings as detailed elsewhere in the document. We may seek to obtain additional foreign currency borrowings in the future. We are therefore affected by adverse movements in foreign exchange rates. While we seek to hedge foreign currency exposures, there can be no assurance that our hedging policies and mechanisms will remain effective or that we will enter into effective hedging with respect to any new foreign currency borrowings. To the extent we increase our foreign currency borrowing in the future, we may be further exposed to fluctuations in foreign currency rates. Volatility in foreign exchange rates could adversely affect our business, prospects, results of operations and financial condition. Further, adverse movement of foreign exchange rates may also affect our borrowers negatively, which may in turn adversely affect the quality of our exposure to these borrowers.

31. Failure or delayed updating of our Information Technology systems could significantly affect our business operations. Continued updating of our information technology systems commensurate with the nature and volumes of business operations is necessary. While, we have been upgrading our information technology systems, there can be no assurance that the new systems will be successfully integrated into our existing systems, that our employees can be successfully trained to utilize the upgraded systems, that the upgraded systems, if installed and operational, will not become quickly outdated or that the upgraded systems will bring about the anticipated benefits.

RISKS RELATING TO INDIA 32. Economic, political or other factors beyond our control may have an adverse impact on our business, financial

condition and prospects. The following external risks may have an adverse impact on our business, financial condition and prospects:

• slowdown in economic growth, especially in the power sector, may adversely affect our business, financial


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condition and prospects;

• decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy and an increase in interest rates may adversely impact the valuation of the Indian Rupee vis-à-vis foreign currencies, as well as our access to capital and borrowing costs, which may constrain our ability to grow our business and operate profitably;

• the Indian and global economies have had sustained periods of high inflation in the past. High inflation may increase our employee costs and decrease demand for power, which may have an adverse effect on our profitability and competitive advantage;

• a downgrade of India's sovereign rating by international credit rating agencies may adversely impact our access to capital and borrowing costs, which may constrain our ability to grow our business and operate profitably;

• political instability, resulting from a change in government or in economic and fiscal policies, may adversely affect economic conditions and our own operations;

• natural disasters such as cyclones and earthquakes may disrupt our operations or adversely affect the economy, on the health of which our business depends;

• civil unrest, terrorist attacks, regional conflicts or situations of war may adversely affect the financial markets and our own operations; and

• availability and reliability of transport and telecommunications infrastructure, particularly in India, may affect our business, financial condition and prospects, including in terms of impacting our cost of fuel and profit margins, as well as the expected schedule of commissioning of our projects under construction.

33. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and

tax laws, may adversely affect our business, financial condition and prospects. The regulatory and policy environment in which we operate is evolving. Such changes, including the instances mentioned below, may adversely affect our business, financial condition and prospects, to the extent that we are unable to suitably respond to and comply with such changes in applicable law and policy:

• The Companies Act 2013 has been notified and it envisages significant changes, including on issue of capital, corporate governance, audit and corporate social responsibility.

Uncertainty in applicability, interpretation or implementation of any change in governing law or policy, including by reason of an absence or limited body of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact our business and prospects.

34. Our ability to raise capital outside India may be constrained by Indian law.

As an Indian company, the Issuer is subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit the Issuer’s financing sources for power projects under development and future investment plans and could constrain its ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, no assurance can be given that the required approvals will be granted to the Issuer without onerous conditions, or at all. The limitations on foreign debt may have an adverse effect on the business growth, financial condition and results of operations of the Issuer.

35. Our ability to invest in overseas Subsidiaries and Joint Ventures may be constrained by Indian and foreign laws. RBI issues guidelines, from time to time, for Overseas Direct Investment in JV’s and wholly subsidiaries imposing certain restrictions on investments. Our failure to comply with these guidelines may hamper our investment plans. In addition, there are certain routine procedural and disclosure requirements in relation to any such overseas direct investment. These limitations may constrain our ability to acquire or increase our stake in overseas entities as well as to provide other forms of financial support to such entities, which may adversely affect our growth strategy and prospects.


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36. COVID-19 pandemic The COVID-19 pandemic has affected the entire world and India is no exception to it. The lockdown imposed in the country in view of containing the infection resulted in slowdown of the Indian economy and bouncing back to normal economic state may take considerable time. The electricity consumption being dependent on the economic activities in the country has seen a dip in the demand during the period of lockdown. COVID-19 has also affected the supply chain, workforce availability, land acquisition, cash-flow of your company which may affect the timely execution of the under-construction projects of your company adversely affecting the growth plans.

RISKS RELATING TO INVESTMENT IN THE DEBENTURES 37. There has been only a limited trading in the debentures of such nature and the price of the Debentures may

be volatile subject to fluctuations. The Debentures have no established market and there is no assurance that an active market for these Debentures will develop or be sustained. Further, the liquidity and price of the Debentures may vary with changes in market and economic conditions, our financial condition and other factors that may be beyond our control.

38. There is no guarantee that the Debentures will be listed on the Stock Exchange(s) in a timely manner or at all,

or that monies refundable to Applicants will be refunded in a timely manner. In accordance with Indian law and practice, approval for listing and trading of the Debentures will not be granted until after the Debentures have been allotted. While we will make our best efforts to ensure that all steps for completion of the necessary formalities for allotment, listing and commencement of trading on the Stock Exchange(s) are taken within the time prescribed by SEBI or applicable law, there may be a failure or delay in listing the Debentures on the Stock Exchange(s). We cannot assure you that any monies refundable on account of (a) withdrawal of the Issue, or (b) failure to obtain final approval from the Stock Exchange(s) for listing of the Debentures, will be refunded in a timely manner. We shall, however, refund any such monies, with interest due and payable thereon, as prescribed under applicable law.

39. You may not be able to recover, on a timely basis or at all, the full value of outstanding amounts on the

Debentures. Our ability to pay interest accrued and the principal amount outstanding from time to time in connection with the Debentures is subject to various factors, including our financial condition, profitability and the general economic conditions in India and in the global financial markets.

40. Changes in interest rates may affect the price of the Debentures.

Securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e., when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the coupon rate, days to maturity and increase or decrease in prevailing interest rates. Increased rates of interest, which may accompany inflation and/or a growing economy, may have a negative effect on the price of the Debentures.

41. A downgrade in credit rating of the Debentures may affect the price of the Debentures.

The Debentures have been assigned AAA rating by rating agency (ies). We cannot guarantee that this rating will not be downgraded, suspended or withdrawn at any time during the tenor of the Debentures. Any downgrade, suspension or withdrawal in the credit rating on the Debentures may lower the price of the Debentures.

42. Payments on the Debentures will be subordinated to certain tax and other liabilities preferred by law.

The payment on the Debentures will be subordinated to certain liabilities preferred by law, such as claims of the GOI on account of taxes, and certain liabilities incurred in the ordinary course of our business. In an event of default in excess of the DRR, in particular, in an event of bankruptcy, liquidation or winding-up, our assets will


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be available to meet payment obligations on the Debentures only after all liabilities that rank senior to the Debentures have been paid and, in such event, there may not be sufficient assets remaining, after paying amounts relating to these claims, to pay amounts due on the Debentures.

GENERAL RISK 43. Investment in non-convertible securities involve a degree of risk and investors should not invest any funds in

such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors mentioned above. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities.

44. Unaudited financial information for the stub period in the format as prescribed in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with limited review report as filed with the stock exchanges, instead of audited financial statements for stub period has been disclosed in this private placement memorandum.

VI. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS Overview: Business of the Company Ever since the Government gave approval to construct its first thermal power project at Singrauli in December 1976, the company has not looked back. The first unit at Singrauli was successfully commissioned on February 13, 1982. Since 1982, through expansion of existing plants, construction of new plants and take-over of plants from State Utilities, NTPC group has grown to become the largest power generation utility in India. Corporate Structure The broad illustrative organization structure of NTPC is given below. The structure depicts CMD, Directors, Regions and other main departments.

Chairman & Managing Director

Director (Finance)

Finance

IT/ERP

Company Secretariat

Director (HR)

HR

Law

PMI

CSR / R&R

Business Excellence

Director (Projects)

Project Management

Engineering

NETRA

Biomass

Director (Commercial)

Commercial

Business Development

Consultancy Wing

Coal Mining

Renewable Energy

Director (Operations)

Operration Services

Fuel Management

Fuel Transportation

Safety,Environment, Ash &

Sustainability

Regions & Other Departments

Corprate Planning

CC&M

Vigilance

ER-I

ER-II

WR-I

WR-II

NR

SR

Hydro


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Ownership

Our Company was incorporated on 7 November 1975 under the Companies Act 1956 as a private limited company under the name, ‘National Thermal Power Corporation Private Limited’. The name of our Company was changed to ‘National Thermal Power Corporation Limited’ on 30 September 1976 consequent upon a notification issued by the GOI exempting government companies from the use of the word ‘private’. On September 30, 1985, our Company was converted from a private limited company into a public limited company. The name of our Company was changed to ‘NTPC Limited’ and a fresh certificate of incorporation was issued on October 28, 2005. In October 2004, the Company came out with its Initial Public Offering (IPO) consisting of 5.25% as fresh issue comprising of 432,915,000 equity shares of Rs.10 each and another 5.25% of 432,915,000 equity shares of Rs.10 each as an offer for sale by the President of India acting through the Ministry of Power, Government of India. On November 5, 2004, the shares of the Company were listed on NSE and BSE. NTPC thus became a listed company with Government holding 89.5% comprising of 7,379,634,400 equity shares and the remaining 10.5% of equity comprising of 865,830,000

equity shares held by institutional investors and public. Pursuant to the decision of Cabinet Committee of Economic Affairs on October 19,2009, 412,273,220 Equity Shares of Rs.10/- each were offered to public through “Further Public Offering” by Government of India thereby reducing the stake of Government of India from 89.5 % to 84.5%.

Pursuant to the decision of Cabinet Committee of Economic Affairs on 22 November 2012, 78,32,62,880 Equity Shares of Rs.10/- each were offered to public by way of Offer for Sale through stock exchange mechanism on February 7, 2013, thereby reducing the Government of India’s shareholding to 75%. Further, Cabinet Committee of Economic Affairs while approving the above Offer for Sale also approved issuance of shares to NTPC employees at a discounted price of Rs. 138.27 per equity share. Accordingly, Employee OFS was made in May 2014 and 34,83,320 equity shares were transferred from Government of India to respective successful applicants (employees). Thus, Government of India’s shareholding in NTPC has reduced to 6,18,06,14,980 i.e., 74.96% of paid-up equity capital of the Company from 6,18,40,98,300 shares i.e., 75.00%. Cabinet Committee on Economic Affairs (CCEA) in May 2015 accorded approval for further disinvestment of 5% of paid-up equity capital i.e., 41,22,73,220 shares in NTPC through OFS by promoters through Stock Exchange Mechanism. On 22 February 2016, meeting of High-Level Committee of the Officers recommended the opening of the bidding for OFS Mechanism on 23.02.2016 for non-retail investors and on 24.02.2016 for retail investors. The offer was oversubscribed by 1.8 times (184.78%). After this disinvestment the Government of India’s stake in NTPC has reduced from 74.96%. to 69.96% and now GOI holds 5,76,83,41,760 shares. GOI has further divested 0.22% of the paid-up share capital in NTPC through Employee OFS during July-2016. Consequent upon transfer of shares to employees of NTPC, the Government of India’s stake has reduced from 69.96%. to 69.74% i.e., 575,07,59,170 shares out of total 824,54,64,400 shares. Alternative Mechanism (AM) in April 2017 accorded approval for further disinvestment of up to 10% of paid-up equity capital i.e.,82,45,46,440 shares in NTPC through OFS by promoters through Stock Exchange Mechanism. On 28 August 2017, High Level Committee of the Officers recommended the opening of the bidding for OFS Mechanism on 29.08.2017 for non-retail investors and on 30.08.2017 for retail investors. After this disinvestment, the Government of India’s stake in NTPC reduced from 69.74%. to 63.11% and GOI held 5,20,36,08,726 shares. GOI further divested 0.12% of the paid-up share capital in NTPC through Employee OFS during September-2017. Consequent upon transfer of shares to employees of NTPC, the Government of India’s stake has reduced from 63.11%. to 62.99% i.e., 519,41,38,878 shares out of total 824,54,64,400 shares.


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GOI further divested 2.07% of the paid-up capital in NTPC through three tranches in November 2017, June 2018 and February 2019 of Bharat-22 ETF. GOI further divested 4.51% of the paid-up capital in NTPC through two tranches of CPSE ETF in December 2018 & March 2019.Consequent upon transfer of shares to Bharat-22 ETF & CPSE ETF and issuance of bonus shares in the ratio of 1:5 on 23.03.2019, the Government of India’s stake in NTPC stood at 56.41% as at 31.03.2019 i.e., 558,11,67,271 shares out of total 989,45,57,280 shares. GOI further divested 5.39% of the paid-up capital in NTPC through further tranches of Bharat-22 ETF and CPSE ETF in FY 2019-20. Government of India’s stake in NTPC stood at 51.02% as at 31.03.2020 i.e., 504,80,97,508 shares out of total 989,45,57,280 shares. Consequent upon settlement of 2% buyback of paid-up equity share capital (19,78,91,146 shares) of the company on 30 December 2020, GOI shareholding in the company has increased from 51.02% to 51.10% i.e., 495,53,46,251 shares out of total 969,66,66,134 shares.

Operational Performance

The engineering, construction and operation of power plants for the thermal generation of power is the core business of the Company. Sales of electricity accounts for major portion of the gross income of NTPC.

The following table presents certain key operating data of the Company for the preceding 3 years and fiscal 2021-22 on a standalone basis:

Description Fiscal 2019 Fiscal 2020 Fiscal 2021 Fiscal 2022

Gross Generation (BUs) BU 274.451 259.618 270.906 299.181

The Company’s operations strategy includes use of forward planning and monitoring tools; active institution building; use of advanced IT enabled tools; new technology initiatives; emphasis on quality of repair and maintenance.

Long term power purchase agreements (PPAs) with our customers

Most of our stations have long term PPAs with its customers which are generally equal to the expected useful lives of the projects. The GOI allocates the capacity of each of our stations among the station's customers. Electricity is supplied to the distribution companies and/or SEBs in accordance with the terms of the allocation letters issued by the GOI. The terms are equal to the expected useful lives of the stations. The actual lives of the stations are often longer, and, unless the customer ceases to draw power, contracts continue in force until they are formally extended, renewed or replaced. As part of investment approval procedures, PPAs are required to be in place for all new stations except for merchant power stations.

Tariffs Tariffs of majority of our projects are regulated by Central Electricity Regulatory Commission (CERC). Fuel supply Fuel accounts for the major portion of expenditure. The power plants of the Company use two primary fuel sources, coal and natural gas. Fuel supply linkages which are tied to plant life are typically finalized prior to investment approval. Human Resource Management Competence building, commitment building, culture building, and systems building are the 4 building blocks on which our human resources systems are based, and our human resources vision is “to enable our people to be a family of committed world class professionals”. We have adopted a people-first approach and believe that our continuing initiatives have strengthened our identity as a preferred employer.


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Market Leadership The Company has adopted a Vision “To be the world's leading power company, energizing India's growth". In order to realize this Vision, it has planned an ambitious capacity addition program.

Business Strategy The Company intends to expand in the power sector through forward and backward integration and diversification along the following three key dimensions:

✓ Capacity addition program ✓ Diversification along the power value chain ✓ Exploiting potential services business opportunities in the domestic and international markets

Strategy for capacity addition The Company will continue to adopt a multi-pronged growth strategy through expansion of existing stations, acquisitions and the joint venture/subsidiary route.

Expansion of Existing Stations Expansion of existing stations generally provides some cost advantage driven by shared facilities, scale of operation, etc. Due to these inherent advantages, the Company adopts this approach for expanding capacities of coal and gas-based stations wherever feasible.

Acquisitions A number of power projects with SEBs /State Utilities are technically viable but they are not run efficiently due to various constraints. The turnaround capability of the Company can be effectively utilized to improve the performance of such plants. In the past this strategy has been adopted to reduce the receivables problem, with part of the outstanding of SEBs being adjusted against cost of acquisition. Going forward, it would continue acquiring existing plants wherever it is technically and economically feasible and is aligned with business strategy. NTPC has recently acquired GOI’s stake in NEEPCO & THDC.

Joint Ventures/Subsidiary Route Subsidiaries can be an effective vehicle for mitigating risks that are associated with making significant investments in new business areas. The subsidiaries could also provide a route to invest in alliances and joint ventures for the new business without sacrificing benefits from the main/core business. The Company will consider options for capacity addition through Joint Ventures (JV)/ subsidiary route in the long run. NTPC could form JVs with suitable partners (including customers, fuel suppliers, equipment suppliers, etc.) if found technically and commercially feasible. Among other considerations, the decision to adopt the JV route would be influenced by the value that the JV partner could add to the relationship for e.g., tying up with fuel suppliers could lead to fuel supply security for NTPC.

The Company is also considering installing generation capacities in markets outside India. To de-risk its domestic operations from the risks of operating in other markets, the overseas venture would be structured as subsidiary or Joint Venture of the Company.

Energy mix for capacity addition Currently, coal has a dominant share in the power generation capacities in India. This is also reflected in the high share of coal-based capacities in the Company’s current portfolio. With high uncertainties involved in domestic gas/LNG, both in terms of availability and prices, the Company would continue to set up large pit-head coal-based projects, including few integrated power projects. To reduce the dependence on fossil fuels, there is a need to push for renewable sources of power in the sector.


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The Company has been giving increased thrust to hydro development so as to have a balanced portfolio for long term sustainability and such projects are excellent for meeting peak demand. First step in this direction was taken by initiating investment in Koldam Hydro Electric Power Project (HEPP) located in Bilaspur district of Himachal Pradesh which has now been commissioned. NTPC has acquired GOI’s stake in NEEPCO & THDC, which are primarily engaged in hydro power generation, thereby giving significant boost to its hydro portfolio. The Company has also set up a Joint Venture Company with Nuclear Power Corporation of India Limited (NPCIL) has been incorporated under the name “Anushakti Vidhyut Nigam Limited” (Company) for the purpose of development of nuclear power, in which NPCIL hold 51% equity and the balance 49% is being held by NTPC Limited

By 2032, NTPC targets a capacity of 130 GW+ with increased capacity mix of non-fossil sources. NTPC plans to have a RE capacity of 60 GW by 2032. Diversification along the power value chain a. Backward Integration – foray into coal mining Currently, the Company sources its fuel requirements primarily from Coal India Limited for its coal-based plants. However, to provide greater fuel security for its existing as well as new plants, the Company has forayed into backward integration by entering into captive coal mining and gas exploration.

b. Forward integration – foray into trading Electricity trading has become an attractive opportunity in India. This has resulted in creation of a power market where power can be traded.

In order to leverage this opportunity, the Company has already set up a wholly owned subsidiary for power trading, NTPC Vidyut Vyapar Nigam Limited (NVVN). This company focuses on developing a wholesale power market by providing fair, transparent, secure and reliable systems for power trading. Going forward, NTPC plans to actively track opportunities to profitably grow its presence in power trading and move towards real time trading when a business opportunity is presented.

c. Lateral Integration-foray into Distribution Takeover of distribution circles in India could provide an opportunity for the Company in terms of synergy with generation business. However, significant challenges remain in the takeover of existing distribution circles in India. These challenges emerge from the poor state of the current distribution infrastructure and high incidence of losses. Therefore, while NTPC would evaluate options for taking over existing distribution “circles”, it would adopt a cautious approach. To take over existing circles, a comprehensive techno-economic evaluation needs to be carried out that would help determine the price to be paid for the circle, preconditions for purchase, regulatory and administrative support required for the turnaround, etc. d. Thrust for services business There is a significant demand for EPC services, O&M services, and R&M related services in the domestic and international markets. NTPC is well positioned to exploit these opportunities by levering its expertise in engineering, procurement, construction, operations and maintenance areas. NTPC has already made inroad into the business of providing services through the Consultancy wing. e. Other new Initiatives

• Developing EV charging infrastructure

• Use of treated sewage water

• Waste to energy plant and co-firing plants using biomass.

• Green Chemicals and green hydrogen.


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NETRA- NTPC Energy Technology Research Alliance NETRA is envisioned as a state-of-the-art center for research, technology development and scientific services in the domain of electric power to enable seamless workflow right from concept to commissioning. NETRA’s laboratories are ISO 17025 accredited and provide high end scientific services to all the Company’s stations as well as many outside stations resulting in improved availability and reliability of stations by providing condition assessment, failure analysis, by solving and analyzing specific problems, and helping our stations in increasing the availability and reliability of their units. Corporate Social Responsibility (CSR) NTPC has a Board level committee for CSR and Sustainability which frames and reviews CSR policy including sustainable development. The Company has been a pioneer in conceptualizing and executing Resettlement & Rehabilitation (R & R) and CSR policies and program. It has committed 2% of net profit of the previous year annually for CSR & Sustainable Development Activities. The welfare of project affected persons and the local population around NTPC projects is taken care of under a comprehensive R&R policy. RELATIONSHIP WITH GOVERNMENT OF INDIA “GOI” NTPC Ltd. is a Govt. of India company. Under the Company’s Articles of Association, the Chairman & Managing Director (the CMD) is appointed by the Government of India. Other functional directors on the Board of Directors (the Board) are appointed by the Government of India in consultation with the CMD. Independent directors as well as Government nominated directors are appointed by the President of India. The Company enters into an annual Memorandum of Understanding (MOU) with the Government. The MOU sets annual performance targets in respect of the physical, financial and operational parameters of NTPC. These parameters include total electricity generated, availability factor, financial gross margin and the ratio of net profit to net worth. An evaluation of the actual performance of NTPC against the targets is conducted at the end of each fiscal year. COMPANY’S DIVIDEND POLICY The company’s dividend policy considers its requirements for internal resources to fund its capacity expansion program and the guidelines issued by the Ministry of Finance. The declaration and payment of dividend is recommended by the Board and approved by the shareholders of NTPC. NTPC has paid dividends to the Government and its other shareholders consistently. Dividend declared during last 10 years are as under:

Fiscal Nature Dividend per share (Rs.)

2022 Interim 4.00

2021 Final 3.15

Interim 3.00

2020 Final 2.65

Interim 0.50

2019 Final 2.50

Interim 3.58

2018 Final 2.39

Interim 2.73

2017 Final 2.17

Interim 2.61

2016 Final 1.75

Interim 1.60

2015 Interim 0.75

Final 1.75

2014 Interim 4.00

Final 1.75

2013 Interim 3.75


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Final 0.75

Special 1.25

2012 Interim 3.50

Final 0.50

Further, Company has rewarded its shareholders by way of issue of one bonus debenture of face value of Rs. 12.50 for every equity share of face value of Rs.10/- during FY 2014-15.

Financial performance of NTPC for last three financial years (Audited) (Standalone & Consolidated)

(In Rs. Crore, unless stated otherwise)

Key financial parameters 2020-21 2019-20 2018-19

For non-financial entities Standalone Consolidated Standalone Consolidated Standalone Consolidated

Balance Sheet

Net fixed assets 2,39,887.36 3,00,751.21 2,30,170.58 2,86,311.26 2,16,827.31 2,69,381.39

Current assets 47,585.68 56,817.25 48,504.86 56,563.25 42,133.74 48,246.38

Non-current assets (excluding net fixed assets) 44,602.63 29,844.47 39,869.25 26,213.20 28,383.91 25,405.36

Regulatory deferral account (RDA) debit balances 11,143.72 11,553.28 9,122.76 9,397.73 3,406.00 3,628.03

Total assets 3,43,219.39 3,98,966.21 3,27,667.45 3,78,485.44 2,90,750.96 3,46,661.16

Non-current liabilities

Financial liabilities 1,52,700.30 1,83,441.18 1,47,258.95 1,77,492.57 1,21,060.54 1,49,089.72

Provisions 826.25 1,042.39 826.74 1,085.02 588.74 1,141.73

Deferred tax liabilities (net) 9,160.99 9,887.82 8,093.98 8,715.42 4,200.14 3,928.11

Other non-current liabilities 1,111.81 1,996.47 541.88 1,551.13 - -

Current liabilities

Financial liabilities 50,093.95 60,992.29 46,765.73 55,311.77 47,829.30 66,156.39

Provisions 7,276.05 8,113.60 6,639.17 7,372.06 6,840.36 7,308.41

Current tax liabilities (net) - 17.50 - 1.71 - 108.19

Other current liabilities 1,070.14 1,949.50 1,299.26 1,856.19 684.34 1,079.56

Deferred revenue 1,994.41 2,263.28 2,672.30 2,943.22 2,139.37 3,584.64

Total liabilities 2,24,233.90 2,69,704.03 2,14,098.01 2,56,329.09 1,83,342.79 2,32,396.75

Equity (equity and other equity) 1,18,985.49 1,29,262.18 1,13,569.44 1,22,156.35 1,07,408.17 1,14,264.41

Total equity & liabilities 3,43,219.39 3,98,966.21 3,27,667.45 3,78,485.44 2,90,750.96 3,46,661.16

Profit and loss

Revenue from operations 99,206.72 1,11,531.15 97,700.39 1,09,464.04 90,307.43 1,00,286.54

Other Income 4,345.99 4,015.68 2,778.02 2,908.54 1,872.13 2,246.51

Total Income 1,03,552.71 1,15,546.83 1,00,478.41 1,12,372.58 92,179.56 1,02,533.05

Total Expenses/others (89,637.19) (1,00,060.09) (86,012.49) (95,995.07) (79,507.04) (87,207.18)

Profit before tax 13,915.52 15,486.74 14,465.92 16,377.51 12,672.52 15,325.87

Tax expense (1,925.39) (2,420.53) (9,181.95) (9,347.54) 2,918.71 2,779.94

Net movement in RDA balances (net of tax) 1,779.39 1,903.19 4,828.84 4,872.01 (3,841.34) (4,071.32)

Profit for the year 13,769.52 14,969.40 10,112.81 11,901.98 11,749.89 14,034.49


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Other comprehensive income (68.19) (99.09)

(327.22) (307.72)

(201.87) (193.18)

Total comprehensive income 13,701.33 14,870.31 9,785.59 11,594.26 11,548.02 13,841.31

Earnings per equity share (Basic & Diluted) 13.99 14.87 10.22 11.72 11.88 13.88

Cash Flow

Opening cash & cash equivalents 20.37 589.52 24.38 323.74 60.49 774.62

Net cash from/ (used in) operating activities 27,057.78 32,444.06 21,583.98 23,889.67 16,157.28 18,685.65

Net cash from/ (used in) investing activities (17,341.63) (21,034.45) (27,246.84) (29,628.12) (20,894.22) (24,063.27)

Net cash from/ (used in) financing activities (9,646.47) (11,049.11) 5,658.88 6,004.26 4,700.84 4,926.75

Closing cash & cash equivalents 90.05 950.02 20.37 589.52 24.38 323.74

Additional information

Net worth* 1,18,387.41 1,25,118.87 1,12,980.96 1,18,237.09 1,06,771.54 1,10,715.71

Cash & bank balances 2,338.46 4,387.80 2,209.11 3,214.29 2,144.34 2,933.43

Current investments 499.99 499.99 - - - -

Net Sales 99,039.63 1,11,267.88 97,443.33 1,09,078.63 89,765.23 99,615.00

EBITDA# 28,158.62 33,896.59 28,943.10 33,994.06 23,035.24 27,726.76

EBIT# 17,746.82 21,446.28 20,320.25 23,637.90 15,780.88 19,057.73

Dividend amounts 5,531.06 5,531.06 2,968.37 3,101.23 4,922.55 5,352.44

Total debt 1,74,488.61 2,10,207.87 1,66,742.98 2,00,629.67 1,42,806.57 1,73,058.23

- Non-current maturities of long-term borrowing 1,51,229.62 1,81,271.91 1,46,538.70 1,76,020.02 1,19,698.08 1,47,063.71

- Current maturities of long-term borrowing

10,399.25

12,971.34

6,154.92

8,053.42

7,732.40 8,625.67

- Short term borrowing

12,859.74

15,964.62

14,049.36

16,556.23

15,376.09

17,368.85

Current liabilities 58,440.14 71,072.89 54,704.16 64,541.73 55,354.00 74,652.55

Finance Costs** 7,459.03 9,224.14 6,781.97 8,116.85 4,716.74 5,604.65

PAT$ 13,769.52 14,634.63 10,112.81 11,600.23 11,749.89 13,736.68

Long term debt 1,61,628.87 1,94,243.25 1,52,693.62 1,84,073.44 1,27,430.48 1,55,689.38

Current ratio 0.81 0.80 0.89 0.88 0.76 0.65

Current liability ratio 0.36 0.36 0.35 0.34 0.44 0.48

Total debts to total assets 0.51 0.53 0.51 0.53 0.49 0.50

Debt service coverage ratio 2.37 2.00 2.07 1.97 2.21 2.34

Interest service coverage ratio 4.44 4.19 4.45 4.34 5.26 5.31

Gross debt / equity ratio ## 1.47 1.68 1.48 1.70 1.34 1.56

*Net worth excludes fly ash utilisation reserve and Corporate Social Responsibility reserve. Further, net worth in respect of consolidated financial statements does not include equity attributable to non-controlling interest.

**Includes Interest, Other Borrowing Costs and Exchange Differences regarded as an adjustment to interest costs.

#EBITDA/EBIT excludes other income and exceptional items.

$PAT in respect of consolidated financial statements is after excluding non-controlling interest.


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##Gross debt comprises of long-term borrowings and short-term borrowings.

Profits of the Company before and after making provision for Tax for three financial years (on standalone basis)

2020-21 2019-20 2018-19

Profit before tax (incl. RRA) 14,633.78 16,316.30 12,936.27 Less: Tax (Net) [incl. tax on RRA] 864.26 6,203.49 1,186.38

Profit after tax 13,769.52 10,112.81 11,749.89

Gross Debt: Equity Ratio of the Company on Standalone basis

Before the issue of Debentures as on 31.03.2021 1.47 After the issue of this series of Debentures 1.49#

# The impact of other fresh borrowings/redemptions (including debentures) and accretion to Reserves & Surplus after 31.03.2021 has not been considered. Audited Financials for three completed years in columnar form and as filed with exchanges along-with the Auditor’s Report, footnotes etc., Cash Flow Statement along-with latest results for stub period filed with exchanges Placed as Annexure. Investors can also visit the following link (s) on our website for: Detailed information on financials: http://www.ntpc.co.in/en/investors/financial-results; Annual Reports: https://www.ntpc.co.in/en/investors/financial-results/annual-reports-0 Change in Accounting Policies during the last three years and their effect on profit and the Reserves of the Company (wherever applicable) Placed as Annexure. Investors can also visit the following link on our website for detailed information on financials: https://www.ntpc.co.in/en/investors/financial-results Details of contingent liabilities based on the last audited financial statements including amount and nature of liability Contingent liabilities include claims against the Company not acknowledged as debts in respect of capital works, land compensation cases, fuel suppliers, imported coal and others (claims by various State/Central Government/ Authorities etc.), disputed income tax, sales tax and excise matters etc. as detailed below:

₹ Crore

Sl. No. Nature of Claim 2020-21 2019-20

1 Capital works 12,880.46 11,611.59

2 Land compensation cases 456.92 422.96

3 Fuel suppliers 3,822.97 4,220.43

4 Others (claims by Govt. departments/authorities) 1,004.52 834.00

5 Taxation matters including income tax matters 6,019.47 612.54

6 Bill discounting 16,295.05 10,692.34

7 Coal transportation w.r.t the arbitration award relating to the dispute with JITF

2,153.57 2,014.84

8 Others 433.13 429.08

Total 46,867.20 43,066.09

Possible reimbursements in respect of Sl. No. 1 to 3 above: In respect of claims included in (1) and (2) above, payments, if any, by the Company on settlement of the claims would be eligible for inclusion in the capital cost for the purpose of determination of tariff as per CERC Tariff Regulations subject to prudence check by the CERC. In case of (3), the estimated possible reimbursement by way of recovery through tariff as per Regulations is ₹ 3,810.71 crore (31 March 2020: ₹ 4,149.16 crore).

http://www.ntpc.co.in/en/investors/financial-results


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Taxation matters (Sl. No. 5 above): Disputed income tax/sales tax/excise and other tax matters are pending before various Appellate Authorities. Many of these matters were adjudicated in favour of the Company but are disputed before higher authorities by the concerned departments. In respect of these disputed cases, the Company estimate possible reimbursement of ₹ 2,301.10 crore (31 March 2020: ₹ 483.97 crore). The amount paid under dispute/adjusted by the authorities in respect of the cases amounts to ₹ 2,866.26 crore (31 March 2020: ₹ 21.28 crore). Contingent liability for disputed tax matters has increased mainly due to Company’s decision to settle Income Tax disputes under the VsVs scheme for three years only instead of fourteen years opted during previous year. Bill discounting (Sl. No. 6 above): Bills discounted with banks against trade receivables has been disclosed under contingent liabilities. In case of any claim on the Company from the banks in this regard, entire amount shall be recoverable from the beneficiaries along with surcharge.

VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

HISTORY & BACKGROUND Prior to the establishment of the Issuer, power generation and capacity augmentation in India was largely the responsibility of State Electricity Boards (SEBs). The gap between demand and supply for electricity and the ability of SEBs to supply it was perceived as a significant factor by the Govt. of India affecting the economic development of India. To address these shortages in generation of electricity, the Company was set up as a Central Sector Power Utility to augment power generation.

The Company was incorporated as National Thermal Power Corporation Private Limited, a private limited company, 100% owned by Government of India, on 7 November 1975 under the Companies Act. The name of our Company was changed to ‘National Thermal Power Corporation Limited’ on 30 September 1976 consequent upon a notification issued by the GOI exempting government companies from the use of the word ‘private’. Pursuant to the resolution of our shareholders in a general meeting held on 30 September 1985, Company was converted from a private limited company to a public limited company in accordance with the provisions of the Companies Act.

On 28 October 2005, in order to give the Company a new corporate identity, its name was changed from “National Thermal Power Corporation Limited” to “NTPC Limited” pursuant to the resolution of shareholders in a general meeting held on September 23, 2005.The new name signifies the substantial ground covered by NTPC and its subsidiaries in the areas of hydro power, coal mining, oil and gas value-chain, power trading and also the substantial efforts in the area of power distribution. All the initiatives of backward, forward and lateral integration are primarily aimed at strengthening NTPC’s core business of power generation.

In July 1976, the registered office of was changed from Shram Shakti Bhawan, New Delhi to Kailash Building, Kasturba Gandhi Marg, New Delhi; subsequently, in May 1979 to NTPC Square, 62-63, Nehru Place, New Delhi and thereupon in October 1988 to the present Registered Office. Major Events

Year EVENT

1975 • Incorporated on November 7, 1975

1978 • Takeover of management of the Badarpur project.

1982 • The first 200MW unit at Singrauli is commissioned.

• The first direct foreign currency borrowing for NTPC- a consortium of foreign banks led by Standard Chartered Merchant Bank extends a loan of GBP 298.41 million for the Rihand project.

• Establishment of Power Management Institute, Delhi, a centre for education


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1984 • The transmission line based on HVDC (High Voltage Direct Current) technology, commissioned for power transmission from Rihand to Delhi.

• Singrauli project receives World Bank loan of USD 150 million through Government of India.

1986 • Synchronization of its first 500MW unit at Singrauli.

• Becomes one of the first PSUs to issue bonds in the debt market.

1987 • Crossed the 5000 MW installed capacity mark.

1988 • Raised first syndicated Japanese loan of 30 billion JPY

1989

• Consultancy division launched.

• First unit (88 MW) of first gas based combined cycle power plant at Anta, Rajasthan commissioned.

1990 • Total installed capacity crosses 10000 MW

1992 • Acquisition by the Company of Feroze Gandhi Unchahar Thermal Power Station (2x210MW) from Uttar Pradesh Rajya Vidyut Utpadan Nigam of Uttar Pradesh.

• Pursuant to legislation by the Parliament of India, the transmission systems owned by The Company was transferred to Power Grid Corporation of India Limited.

1993 • For the first time, IBRD extended direct loan of USD 400 million under time slice concept for its projects

1994 • Crossed 15000 MW of installed capacity.

• Declared a dividend of Rs. 65 crore for the first time.

• JHANOR-GANDHAR (Gujarat) becomes the first thermal power station to have commissioned an integrated Liquid Waste Treatment Plant (LWTP)

1997 • Identified by the GOI as one of the NAVRATNA public sector undertakings.

• Achieved 100 BUs generation in one year.

• A consortium of foreign banks led by Sumitomo Bank; Hong Kong extended foreign currency loan of 5 billion Japanese Yen for the first time without GOI guarantee.

1998 • Commissioned the first Naphtha based plant at KAYAMKULAM with a capacity of 350 MW.

1999 • Dadri thermal power project, Uttar Pradesh adjudged the best in India with a PLF of 96.12%.

• Dadri, Uttar Pradesh certified with ISO-14001 on October 7, 1999.

2000 • Commenced construction of a first hydro-electric power project of 800MW capacity in Himachal Pradesh.

2002 • Three wholly owned subsidiaries of NTPC viz. NTPC Electric Supply Company Limited. NTPC Hydro Limited and NTPC Vidyut Vyapar Nigam Limited incorporated.

• Crossed the 20000 MW installed capacity mark.

2003 • Raised funds through bonds for prepayment of high cost GOI loans.

2004 • Awarded contract for the first Super Critical Thermal Power Plant at SIPAT.

• NTPC’s UNCHAHAR Thermal station achieved a record PLF of 87.43% in 2004 up from 18.02% in February 92 when it was taken over by NTPC.

• LIC extended credit facility for Rs.70 billion. Rs.40 billion is in the form of unsecured loans and Rs.30 billion in the form of bonds.

• NTPC made its debut issue of euro bonds amounting to USD 200 million in the international market.

• First coal mining block allotted.

• Listing of our Equity Shares on the Stock Exchanges

2005 • NTPC received the International Project Management Award 2005 for its Simhadri project at the International Project management Association World Congress. NTPC became the only Asian Company to receive this award.

• NTPC ranked as the Third Great Place to work for in India for second time in succession by a survey conducted by Grow Talent and Business World 2005.


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2006 • On 01.06.2006, Badarpur Thermal Power Station having an installed capacity of 705 MW was transferred by Government of India to NTPC.

• Another 740 MW was added through its Joint Venture, Ratnagiri Gas and Power Private Limited, Dabhol thus taking installed capacity of the NTPC group to 27904 MW.

2007 • Ministry of Coal, Government of India granted in-principle approval for allocation of a new coal block, namely, Chhatti Bariatu South to NTPC subject to the conditions stipulated in the approval letter.

2008 • NTPC allocated 0.5% of distributable profits annually for its R & D fund for sustainable Energy for development of green & clean technologies.

• Strategic forays into manufacturing by forming Joint Venture Companies with BHEL and Bharat Forge.

• Joint Venture Company under the name “National Power Exchange Limited” incorporated on 11 December 2008.

2009 • A Joint Venture Company of NTPC Limited has been incorporated on 22 May 2009 under the name “National High-Power Test Laboratory Private Limited” (NHPTLPL) in association with NHPC Limited (NHPC), Power Grid Corporation of India Limited (Power Grid) and Damodar Valley Corporation (DVC). NTPC, NHPC, Power Grid and DVC shall equally contribute in the equity share capital of the Company. The Company has been incorporated for setting up an On-line High-Power Test Laboratory for short-circuit test facility in the Country.

• Long term Fuel Supply Agreement was signed between Coal India Ltd. (CIL) and NTPC Ltd. for supply of coal to NTPC Power Stations for a period of 20 years on 29 May 2009.

• NTPC has acquired 44.6% of presently paid-up capital of TELK (Transformers and Electricals Kerala Limited) on 19.06.2009 from Government of Kerala. TELK is engaged in manufacturing and repair of heavy-duty transformers.

• A Joint Venture Company "Energy Efficiency Services Limited" was formed on 10th December 2009 amongst NTPC Limited, Power Finance Corporation Limited, Power Grid Corporation of India Limited and Rural Electrification Corporation Limited to promote the business of Energy Efficiency, Energy Conservation and Climate Change.

2010 • On 19 May 2010, Government of India, Department of Public Enterprises, Ministry of Heavy Industries & Public Enterprises conveyed grant of MAHARATNA status to NTPC. Consequent upon grant of MAHARATNA status, the Board of Directors of NTPC shall be, inter-alia, empowered to make equity investment to establish financial joint ventures and wholly owned subsidiaries and undertake mergers & acquisitions, in India or abroad, subject to a ceiling of 15% of the net worth, limited to Rs.5000 crore in one project as against earlier limit of Rs.1000 crore.

• NTPC prepared its Long-Term Corporate Plan to set the goals and targets for the period up to 2032. Ministry of Power has allowed 15% of power to be sold outside long term PPA (Power Purchase Agreement) in respect of each of Unit No.7 of 500MW Korba Super Thermal Power Project and unit No.6 of 500 MW of Farakka Super Thermal Power Project.

2011 • A Joint Venture Company between NTPC Limited (NTPC) and Nuclear Power Corporation of India Limited (NPCIL) has been incorporated on 27 January 2011 under the name “Anushakti Vidhyut Nigam Limited” (Company). for the purpose of development of nuclear power projects in the country within the framework of Atomic Energy Act, 1962.

• Pipavav Power Development Company Limited, a subsidiary of NTPC has been dissolved.

• First Super Critical Unit (660 MW) of Sipat Super Thermal Power Station, Sipat-I (3x660MW) commissioned on 28.06.2011.

• A Joint Venture Company between NTPC Limited (NTPC) and Ceylon Electricity Board, Sri Lanka (CEB) has been incorporated on 26 September 2011 under the name “Trincomalee Power Company Limited” (Company). The Joint Venture Company has been formed to set up 2x 250 MW Coal based Power Project in Trincomalee region in Sri Lanka.


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• A Joint Venture Company under the name 'Pan-Asian Renewables Private Limited' has been incorporated on 14.10.2011 amongst NTPC Limited (NTPC). Asian Development Bank (ADB) and Kyuden International Corporation, a wholly owned subsidiary of Kyushu Electric Power Company Inc. (Kyushu). The Company has been incorporated to develop renewable energy projects and initially establish over a period of three years a portfolio of about 500 MW of Renewable Power Generation resources in India.

2012 • NTPC has signed a Joint Venture Agreement with Bangladesh Power Development Board (BPDP) on 29.01.2012 with the objective of setting up and implementing 1320 MW coal-based power plant(s) in Bangladesh to cater to the growing power requirements of Bangladesh. This project will be developed through a 50:50 Joint Venture Company between NTPC Limited and BPDP incorporated in Dhaka on October 31, 2012, under the name “Bangladesh India Friendship Power Company (Pvt.) Limited on Build, Own and Operate basis.

2013 • GOI disinvests 9.50% of paid-up capital in NTPC through Offer for Sale through Stock Exchange Mechanism, bringing down the total shareholding of GOI in NTPC to 75%.

• NTPC has commissioned first solar power projects of 5 MW each at Andaman & Nicobar Islands and Dadri.

• Farakka Super Thermal Power Station in West Bengal had started the movement of imported coal by barges through inland waterway

• Public Issue of Tax-Free Bonds in pursuance of CBDT notification dated 08.08.2013 of Rs 1750 crore was made in December 2013.

• Merger of NTPC Hydro Limited (NHL) with NTPC Limited. The Scheme of Amalgamation became effective from 18.12.2013 and NTPC Hydro Limited stand dissolved accordingly. The scheme shall become binding on all Shareholders and Creditors of the Company w.e.f. appointed dated i.e., 01.04.2013

2014 • Central Electricity Regulatory Commission (CERC) in exercise of powers conferred under section 178 of the Electricity Act, 2003 has issued CERC (Terms and conditions of tariff) Regulations, 2014 which came into force w.e.f., 01.04.2014 and shall remain in force for a period of 5 years from the date of commencement.

• Disinvestment by GOI of 0.04% of NTPC’s paid up through employee offer for sale reducing the GOI stake to 74.96%.

2015 • Issued bonus debentures of Rs 12.50 each amounting to Rs 10306.83 crore to shareholders in March 2015 in the ratio of 1:1

• Commissioned 1st hydroelectric power project of 800 MW at Koldam, Himachal Pradesh

2016 • GOI disinvested 5% of paid-up capital in NTPC through Offer for Sale through Stock Exchange Mechanism, bringing down the total shareholding of GOI in NTPC to 69.96%.

• Disinvestment by GOI of 0.22% of NTPC’s paid up capital through employee offer for sale reducing the GOI stake to 69.74%.

2017 • Crossed 50 GW capacity.

• Foray into Wind Energy.

• GOI disinvested 6.63% of paid-up capital in NTPC through Offer for Sale through Stock Exchange Mechanism, bringing down the total shareholding of GOI in NTPC to 63.11%.

• Disinvestment by GOI of 0.12% of NTPC’s paid up capital through employee offer for sale reducing the GOI stake to 62.99%.

• Disinvestment by GOI of 0.72% of NTPC’s paid up capital through Bharat-22 ETF reducing GOI stake to 62.27%.

2018 • Acquisition of stake of BSPGCL in KBUNL and NPGCL making them wholly owned subsidiaries of NTPC Limited on 29.06.2018.

• Acquisition of Barauni Thermal Power Station from BSPGCL w.e.f. 15.12.2018.


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2019 • Disinvestment by GOI of 1.35% of NTPC’s paid up capital through two tranches of Bharat-22 ETF and 4.51% of NTPC’s paid up capital through two tranches of CPSE ETF brought down GOI stake in NTPC from 62.27% as at 31.03.2018 to 56.41% as at 31.03.2019.

• Allotment of 164,90,92,880 bonus shares on 23.03.2019 in the ratio of 1:5.

2020 • GOI has further divested 5.39% of the paid-up capital in NTPC through further tranches of Bharat-22 ETF and CPSE ETF in FY 2019-20. Government of India’s stake in NTPC now stands at 51.02% i.e., 504,80,97,508 shares out of total 989,45,57,280 shares.

• Acquisition of GOI stake in NEEPCO & THDC.

• Company has settled buyback of 19,78,91,146 shares i.e., 2% of total Subscribed & Paid-up Equity Shares of the Company at a price of Rs.115 on 30 December 2020.

Capital structure (as on 31.03.2022)

Particulars Amount (Rs.in crore)

1. SHARE CAPITAL

a. Authorised Equity Share Capital

10,000,000,000 Equity Shares of Rs. 10/-each 10,000.00

b. Issued Equity Share Capital

969,66,66,134 Equity Shares of Rs. 10/- each 9,696.67

c. Subscribed & Paid-up Equity Share Capital

969,66,66,134 Equity Shares of Rs. 10/- each 9,696.67

Notes: Since the present offer comprises of issue of non-convertible debt securities as par, it shall not affect the paid-up equity share capital and securities premium of the Company after the offer. Company has settled buyback of 19,78,91,146 shares i.e., 2% of total Subscribed & Paid-up Equity Shares of the Company at a price of Rs.115 on 30 December 2020. 19,78,91,146 shares were under process of extinguishment on 31 December2020 and were extinguished on 1 January 2021 by NSDL.

Changes in its capital structure for last five years up to the last quarter end

In Rs. Crore 2021-22 2020-21 2019-20 2018-19 2016-17 2015-16

Authorized Share Capital

10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00

Issued, Subscribed & Paid Up

9,696.67 9,696.67 9,894.56 9,894.56 8245.46 8245.46

Company has settled buyback of 19,78,91,146 shares i.e., 2% of total Subscribed & Paid-up Equity Shares of the Company at a price of Rs.115 on 30 December 2020.

Date of Allotment

No of Equity shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash other than cash, etc.)

Nature of Allotment

Cumulative Remarks

Issuance of Bonus Shares during FY 2018-19

No of equity shares

Equity share Capital (Rs.)

Equity shares Premium (in Rs.)


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March 23, 2019

164,90,92,880 10 NA NA Bonus Shares (1:5)

989,45,57,280 9894.56 2228.46

2020-21

Company has settled buyback of 19,78,91,146 shares i.e., 2% of total Subscribed & Paid-up Equity Shares of the Company at a price of Rs.115 on 30 December 2020.

2019-20

GOI has further divested 5.39% of the paid-up capital in NTPC through further tranches of Bharat-22 ETF and CPSE ETF in FY 2019-20. Government of India’s stake in NTPC now stands at 51.02% i.e., 504,80,97,508 shares out of total 989,45,57,280 shares.

2018-19

Allotment of 164,90,92,880 bonus shares in the ratio of 1:5 made on 23.03.2019. Disinvestment by GOI of 5.86% of NTPC’s paid up capital through two tranches of Bharat-22 ETF and two tranches of CPSE ETF brought down GOI stake in NTPC from 62.27% as at 31.03.2018 to 56.41% as at 31.03.2019.

2017-18

There has been no fresh issue of share capital and hence no allotment of equity shares in the Financial Year 2017-18. However, the President of India acting through Ministry of Power divested its stake by 6.63% in the Company through Offer for Sale (OFS) through Stock Exchange Mechanism of 54,71,50,444 equity shares and the shareholding of GOI was reduced from 69.74% to 63.11% w.e.f. 31.08.2017. Further, the President of India acting through Ministry of Power divested its stake by 0.12% in the Company through Employee Offer for Sale of 94,69,848 equity shares and the shareholding of GOI was reduced from 63.11% to 62.99% w.e.f. 19.09.2017. Disinvestment by GOI of 0.72% of NTPC’s paid up capital through Bharat-22 ETF reducing GOI stake to 62.27%.

2016-17

There has been no fresh issue of share capital and hence no allotment of equity shares in the Financial Year 2016-17. However, the President of India acting through Ministry of Power divested its stake by 0.22% in the Company through Employee Offer for Sale of 1,75,82,590 equity shares and the shareholding of GOI was reduced from 69.96% to 69.74% w.e.f. 15.07.2016. Now, President of India holds 69.74% of equity share capital of the Company i.e., 575,07,59,170 number of shares. Balance equity is held by FIIs, Mutual Funds, Indian Public etc.

2015-16

There was no fresh issue of share capital and hence no allotment of equity shares in the Financial Year 2015-16. However, the President of India acting through Ministry of Power divested its stake by 5% in the Company through Offer for Sale (OFS) through Stock Exchange Mechanism of 41,22,73,220 equity shares and the shareholding of GOI was reduced from 74.96% to 69.96% w.e.f. 25.02.2016. Now, President of India holds 69.96% of equity share capital of the Company i.e., 576,83,41,760 number of shares. Balance equity is held by FIIs, Mutual Funds, Indian Public etc.

2014-15

There was no fresh issue of share capital and hence no allotment of equity shares in the Financial Year 2014-15. However, the President of India acting through Ministry of Power divested its stake by 0.04% in the Company through Employee Offer for Sale of 34,83,320 equity shares and the shareholding of GOI was reduced from 75% to 74.96% w.e.f. 05.06.2014. Now, President of India holds 74.96% of equity share capital of the Company i.e., 6,18,06,14,980 number of shares. Balance equity is held by FIIs, Mutual Funds, Indian Public etc.

2013-14

(There was no fresh issue of share capital and hence no allotment made in FY 2013-14)

2012-13

There was no fresh issue of share capital and hence no allotment of equity shares in the Financial Year 2012-13. However, the President of India acting through Ministry of Power divested its stake by 9.5% in the Company through Offer for Sale (OFS) through Stock Exchange Mechanism of 78,32,62,880 equity shares and the shareholding of GOI was reduced from 84.5% to 75% w.e.f. 07.02.2013. Now, President of India holds 75% of equity share capital of the Company i.e., 6,18,40,98,300 number of shares. Balance equity is held by FIIs, Mutual Funds, Indian Public etc.


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2011-12


2010-11


2009-10

There was no fresh issue of share capital and hence no allotment of equity shares in the Financial Year 2009-10. However, the President of India acting through Ministry of Power divested its stake by 5% in the Company through Further Public offer of 412,273,220 equity shares and the shareholding of GOI was reduced from 89.50% to 84.50% w.e.f. 18.02.2010. These shares were issued during Feb 2010 for cash at prices determined through Alternate Book Building Method of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Guidelines, 2009 under Fast Track Route. Post FPO, GOI holds 6,967,361,180 equity shares of face value of Rs.10 each in NTPC and public holds balance 1278103220 equity shares.

Equity shares Capital History of the Company

Year of Allotment

No. of Equity Shares

Face Value (Rs.)

Issue price (Rs.)

Consideration in Cash/

other than cash

Nature of allotment

Cumulative Equity Share Capital

(Rs.)

1977 2 1,000 1,000 Cash Subscription to Equity Shares on signing of the Memorandum of Association

2,000

2 1,000 1,000 Cash Release of Equity by GOI for issue of share in favor of nominees of President of India

4,000

258,597 1,000 1,000 Cash Further issue* 258,601,000

1978 550,000 1,000 1,000 Cash Further issue* 808,601,000

1979 1,280,100 1,000 1,000 Cash Further issue* 2,088,701,000







1986 3 1,000 1,000 Cash Release of Equity by GOI for issue of share in favor of nominees of President of India.

25,242,341,000

5,678,196 1,000 1,000 Cash Further issue* 30,920,537,000







- 48 -

Year of Allotment

No. of Equity Shares

Face Value (Rs.)

Issue price (Rs.)

Consideration in Cash/

other than cash

Nature of allotment

Cumulative Equity Share Capital

(Rs.)



1996 (13,862,600) 1,000 - - Reduction of Equity Shares upon transfer of assets pertaining to transmission systems to Power Grid Corporation of India Limited as per MOP order dated March 31, 1994

66,135,794,000

7,213,900 1,000 1,000 Cash Further issue* 73,349,694,000

1997 688,100 1,000 1,000 Cash Further issue* 74,037,794,000



Each Equity Share of the Company of face value Rs. 1,000 has been split into 100 Equity Shares of the face value of Rs. 10 each, pursuant to a shareholders’ resolution dated September 23, 2002.

October 27, 2004

432,915,000 10 62 Cash Allotment pursuant to the IPO of our Company

82,454,644,000

March 23, 2019

164,90,92,880 10 NA NA Issuance of Bonus Shares in the ratio of 1:5

98,94,55,72,800

December 30, 2020

(19,78,91,146) 10 115 NA Buyback of 2% of paid-up equity shares

96,96,66,61,340

Total 969,66,66,134 96,96,66,61,340

*Allotment of Equity Shares to the President of India acting though the MOP against funds released by the GOI. Our Company has not made any issue of Equity Shares during the preceding one year from the date of this Private Placement Offer Letter. Details of any Reorganization or Reconstruction in the last 1 year

Type of Event Date of Announcement Date of Completion Details

Buyback of Shares November 2, 2020 December 30, 2020 Buyback of 19,78,91,146 shares i.e., 2% of total Subscribed & Paid-up Equity Shares of the Company at a price of Rs.115

Details of any Acquisition of or Amalgamation with any entity in the last 1 year No Acquisition of or Amalgamation with any entity in the last 1 year.


- 49 -

Statement showing Shareholding Pattern (as on 31.03.2022)

Category Category of Shareholder

No of Share- holders

Total No. of Shares Held

Shareholding as a % of total no. of shares

Number of Shares pledged or otherwise encumbered

Number of equity shares

held in dematerialized

form

No. As a % of total Shares

held

(A) Promoter & Promoter Group

1 495,53,46,251 51.10 0 0.00 495,53,46,251

(B) Public 9,72,464 474,13,19,883 48.90 NA NA 474,12,40,901

(C) Non-Promoter-Non-Public

(C1) Shares underlying DRs

0 0 NA NA NA 0

(C2) Shares held by Employees Trusts

0 0 0.00 NA NA 0

Total: 9,72,465 969,66,66,134 100.00 969,65,87,152

Pre-issue & Post-issue share capital will remain same as this is an issue of Debentures. 1. No Equity Shares held by our Promoter are pledged or otherwise encumbered. 2. Our Company (standalone) has not issued any Equity Shares or debt securities for consideration other than

cash, whether in whole or part. Further, we have issued Bonus Debentures out of free reserves, however keeping in view the structure of the transaction, wherein money was first paid as deemed dividend to escrow account and then received back the same is not considered as being issued for consideration other than cash.

Top 10 Equity Shareholders (as on 31.03.2022)

S. No. HOLDER TOTAL SHARES % TO

EQUITY

1 PRESIDENT OF INDIA 4955346251 51.10%

2 LIFE INSURANCE CORPORATION OF INDIA 1004247653 10.36%

3 ICICI PRUDENTIAL MUTUAL FUND 536926248 5.54%

4 HDFC MUTUAL FUND 418616211 4.32%

5 NIPPON INDIA MUTUAL FUND 311369342 3.21%

6 SBI MUTUAL FUND 135012994 1.39%

7 T. ROWE PRICE INTERNATIONAL STOCK FUND 95632310 0.99%

8 MIRAE ASSET MUTUAL FUND 72506304 0.75%

9 GOVERNMENT OF SINGAPORE 70932005 0.73%

10 NPS TRUST 69845643 0.72%

*The investments by above entities with same PAN have been clubbed.


- 50 -

Details of the Auditors of the Company

Name Address Auditor since*

M/s. S. K. Mehta & Co. Chartered Accountants, FY 2019-20

504, KIRTI MAHAL

19, RAJENDRA PLACE


M/s. S. N. Dhawan & Co. LLP Chartered Accountants FY 2018-19

D-74, Malcha Marg,

Diplomatic Enclave,


M/s. Varma & Varma Chartered Accountants, FY 2019-20

NO. 104


RAJ BHAVAN ROAD, SOMAJIGUDA


M/s. Parakh & Co. Chartered Accountants, FY 2019-20

323, GANPATI PLAZA,

M.I. ROAD,


M/s. C. K. Prusty & Associates Chartered Accountants, FY 2019-20


TANKAPANI ROAD,


M/s. B. C. Jain & Co. Chartered Accountants, FY 2019-20

16/77A,

CIVIL LINES


M/s. V. K. Jindal & Co. Chartered Accountants, FY 2019-20




*Note: The appointment of auditors is being done by C&AG on year-to-year basis.


- 51 -

Details of change in Auditors since last three years

Name Address For the Financial years

Date of Change

M/s. T R Chadha & Co LLP Chartered Accountants, FY 2016-17

FY 2017-18

FY 2018-19

Appointed by CAG vide letters dated July 08, 2016; July 11, 2017 and July 17, 2018

Suite No. 11A, 2nd Floor,

Gobind Mansion, H-Block,

Connaught Circus,

New Delhi-110 001

M/s. P S D & Associates Chartered Accountants FY 2016-17

FY 2017-18

Appointed by CAG vide letters dated July 08, 2016 and July 11, 2017.

H-197 Arjun Nagar, S J Enclave

New Delhi-110 029

M/s S. N. Dhawan & Co LLP Chartered Accountants FY 2018-19

FY 2019-20

FY 2020-21

FY 2021-22

Appointed by CAG vide letters dated July 17, 2018, Aug 01, 2019, August 10, 2020 and August 17, 2021.

D-74, Malcha Marg,

Diplomatic Enclave,


M/s. Sagar & Associates Chartered Accountants, FY 2016-17

FY 2017-18

FY 2018-19


H.No. 6-3-244/5,

Saradadevi Street, Premnagar,

Khairatabad,

Hyderabad – 500 004, Telangana

M/s. Kalani & Co. Chartered Accountants, FY 2016-17

FY 2017-18

FY 2018-19


703, VII Floor, Milestone Building

Gandhi Nagar crossing, Tonk Road, Jaipur-302015, Rajasthan

M/s. P A & Associates Chartered Accountants, FY 2016-17

FY 2017-18

FY 2018-19


20, Govind Vihar,

Bamikhal,

Bhubaneshwar - 751 010, Odisha

M/s. S K Kapoor & Co. Chartered Accountants, FY 2016-17

FY 2017-18

FY 2018-19


16/98, LIC Building,

The Mall,

Kanpur - 208 001, Uttar Pradesh

M/s. B M Chatrath & Co LLP Chartered Accountants, FY 2016-17

Appointed by CAG vide letters dated July 08, 2016; Centre Point, 4th Floor,


- 52 -

Room No. 440, FY 2017-18

FY 2018-19

July 11, 2017 and July 17, 2018 21, Hemanta Basu Sarani,

Kolkata - 700 001, West Bengal

M/s. S K MEHTA & CO Chartered Accountants, FY 2019-20

FY 2020-21

FY 2021-22

Appointed by CAG vide letters dated Aug 01, 2019, August 10, 2020 and August 17, 2021.

504, KIRTI MAHAL

19, RAJENDRA PLACE


M/s. VARMA & VARMA Chartered Accountants, FY 2019-20

FY 2020-21

FY 2021-22


NO. 104


RAJ BHA VAN ROAD, SOMAJIGUDA


M/s. PARAKH & CO Chartered Accountants, FY 2019-20

FY 2020-21

FY 2021-22


323, GANPATI PLAZA,

M.I. ROAD,


M/s. C K PRUSTY & ASSOCIATES

Chartered Accountants, FY 2019-20

FY 2020-21

FY 2021-22



TANKAPANI ROAD,


M/s. B C JAIN & CO Chartered Accountants, FY 2019-20

FY 2020-21

FY 2021-22


16/77A,

CIVIL LINES


M/s. V K JINDAL & CO Chartered Accountants, FY 2019-20

FY 2020-21

FY 2021-22





The appointment of auditors is being done by C&AG on year-to-year basis.


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VIII. FINANCIAL INDEBTEDENESS - DETAILS OF OTHER BORROWINGS (DETAILS OF SECURED & UNSECURED LOAN FACILITIES, NON-CONVERTIBLE DEBENTURES (NCDs), CPs, PARTICULARS OF DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH OR AT A PREMIUM OR DISCOUNT OR IN PURSUANCE OF AN OPTION, TOP TEN DEBENTURE HOLDERS, DETAILS OF CORPORATE GUARANTEES, DEFAULTS etc.)

Set forth below is a summary of our outstanding long-term standalone borrowings as at 31.03.2022:

S. No. Category of Borrowing Outstanding Amount (in Rs. crore)

1. Non-Convertible Debentures (Secured/Unsecured) 57,736.43

2. Unsecured domestic loans 64,241.52

3. Unsecured foreign currency loans 18,207.46

4. Unsecured foreign currency bonds 24,133.55

Total 1,64,318.96

The figures of our outstanding standalone borrowings are absolute and without considering the transaction costs.

Details of Domestic NCDs (Rs. in crore) Debenture

Series ISIN Tenor/

Period of Maturity

Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment

Redemption Date/ Schedule

Credit Rating

Security*

XVII INE733E08130 20 years from deemed date of allotment

8.48 50.00 May 1, 2003

Redeemable at par on May 1, 2023

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XXVII INE733E07CB1

15 years from deemed date of allotment

11.25 140.00 November 6, 2008

Redeemable at par in 2 equal annual instalments commencing November 6, 2022 until November 6, 2023

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XXXII(2) INE733E07CN6 INE733E07CO4 INE733E07CP1 INE733E07CQ9 INE733E07CR7 INE733E07CS5 INE733E07CT3 INE733E07CU1


8.8493 56.00 March 25, 2010

Redeemable at par 8 equal annual instalments commencing March 25, 2023 until March 25, 2030

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XXXIV(2) INE733E07DC7 INE733E07DD5 INE733E07DE3 INE733E07DF0 INE733E07DG8 INE733E07DH6 INE733E07DI4 INE733E07DJ2 INE733E07DK0


8.71 90.00 June 10, 2010

Redeemable at par in 9 equal annual instalments commencing June 10, 2022 until June 10, 2030

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable) AAA

Refer note below.


- 54 -

Debenture Series

ISIN Tenor/ Period of Maturity

Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

XXXV(2) INE733E07DR5 INE733E07DS3 INE733E07DT1 INE733E07DU9 INE733E07DV7 INE733E07DW

5 INE733E07DX3 INE733E07DY1 INE733E07DZ8


8.785 72.00 September 15, 2010

Redeemable at par in 9 equal annual instalments commencing September 15, 2022 until September 15, 2030

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XXXVI(2) INE733E07EG6 INE733E07EH4 INE733E07EI2 INE733E07EJ0 INE733E07EK8 INE733E07EL6 INE733E07EM4 INE733E07EN2 INE733E07EO0


8.8086 45.00 December 15, 2010

Redeemable at par in 9 equal annual instalments commencing December 15, 2022 until December 15, 2030

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XXXVIII(2) INE733E07EW3 INE733E07EX1 INE733E07EY9 INE733E07EZ6 INE733E07FA6 INE733E07FB4 INE733E07FC2 INE733E07FD0 INE733E07FE8


9.17 45.00 March 22, 2011

Redeemable at par in 9 equal annual instalments commencing March 22, 2023 until March 22, 2031

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XXXIX(2) INE733E07FK5 INE733E07FL3 INE733E07FM1 INE733E07FN9 INE733E07FO7 INE733E07FP4 INE733E07FQ2 INE733E07FR0 INE733E07FS8 INE733E07FT6


9.3896 70.00 June 9, 2011

Redeemable at par in 10 equal annual instalments commencing June 9, 2022 until June 9, 2031

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XL(2) INE733E07FZ3 INE733E07GA4 INE733E07GB2 INE733E07GC0 INE733E07GD8 INE733E07GE6 INE733E07GF3 INE733E07GG1 INE733E07GH9 INE733E07GI7


9.558 50.00 July 29, 2011

Redeemable at par in 10 equal annual instalments commencing July 29, 2022 until July 29, 2031

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.


- 55 -

Debenture Series


Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

XLI(2) INE733E07GO5 INE733E07GP2 INE733E07GQ0 INE733E07GR8 INE733E07GS6 INE733E07GT4 INE733E07GU2 INE733E07GV0 INE733E07GW

8 INE733E07GX6


9.6713 50.00 December 23, 2011

Redeemable at par in 10 equal annual instalments commencing December 23, 2022 until December 23, 2031

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLII(2) INE733E07GY4 INE733E07GZ1 INE733E07HA2 INE733E07HB0 INE733E07HC8


9.00 500.00 January 25, 2012

Redeemable at par in 5 equal annual instalments commencing January 25, 2023 until January 25, 2027

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLIII(2) INE733E07HI5 INE733E07HJ3 INE733E07HK1 INE733E07HL9 INE733E07HM

7 INE733E07HN5 INE733E07HO3 INE733E07HP0 INE733E07HQ8 INE733E07HR6


9.2573 50.00 March 2, 2012

Redeemable at par in 10 equal annual instalments commencing March 2, 2023 until March 2, 2032

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLIV(2) INE733E07HS4 INE733E07HT2 INE733E07HU0 INE733E07HV8 INE733E07HW

6


9.25 500.00 May 4, 2012

Redeemable at par in 5 equal annual instalments commencing May 4, 2023 until May 4, 2027

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLV(2) INE733E07IB8 INE733E07IC6 INE733E07ID4 INE733E07IE2 INE733E07IF9 INE733E07IG7 INE733E07IH5 INE733E07II3 INE733E07IJ1 INE733E07IK9 INE733E07IL7


9.4376 55.00 May 16, 2012

Redeemable at par in 11 equal annual instalments commencing May 16, 2022 until May 16, 2032

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.


- 56 -

Debenture Series


Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

XLVI(2) INE733E07IQ6 INE733E07IR4 INE733E07IS2 INE733E07IT0 INE733E07IU8 INE733E07IV6 INE733E07IW4 INE733E07IX2 INE733E07IY0 INE733E07IZ7 INE733E07JA8


9.3473 55.00 July 20, 2012

Redeemable at par in 11 equal annual instalments commencing July 20, 2022 until July 20, 2032

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLVII(2) INE733E07JB6 10 years from deemed date of allotment

8.84 390.00 October 4, 2012

Redeemable at par on October 4, 2022

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLVIII(2) INE733E07JC4 10 years from deemed date of allotment

8.73 300.00 March 7, 2013

Redeemable at par on March 7, 2023

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

XLIX(2)

INE733E07JD2 10 years from deemed date of allotment

8.80 200.00 April 4, 2013

Redeemable at par on April 4, 2023

CRISIL AAA CARE AAA

[ICRA] AAA

(Stable)

Refer note below.

L – 1A/2A/3A(1

) L – 1B/2B/3B(1)

INE733E07JE0

INE733E07JF7

INE733E07JG5

INE733E07JH3

INE733E07JI1

INE733E07JJ9

10/15/20 Years from the deemed date of allotment

8.41

8.48

8.66

8.66

8.73

8.91

1,750.00

December 16, 2013

Redeemable at par on December 16, 2023/2028/2033

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.


- 57 -

Debenture Series


Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

LI – A/B/C (1)

INE733E07JK7

INE733E07JL5

INE733E07JM3


8.19

8.63

8.61

75.00

105.00

320.00

March 4 , 2014

Redeemable at par on March 04,2024 /2029/2034

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.

LII(1) INE733E07JN1 10 Years from the deemed date of allotment

9.34 750.00 March 24, 2014

Redeemable at par on March 24, 2024

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.

53(2) INE733E07JO9 10 Years from the deemed date of allotment

9.17 1,000.00 September 22, 2014

Redeemable at par on September 22, 2024

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

54(1) INE733E07JP6 8/9/10 years from deemed date of allotment

8.49 10,306.83 March 25,2015

Redeemable at par on March 25, 2023/24/25 in the ratio 20:40:40

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

55(1) INE733E07JQ4 10 years from deemed date of allotment

7.15 300.00 August 21,2015

Redeemable at par on August 21,2025

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

56(1) INE733E07JR2 INE733E07JS0 INE733E07JT8 INE733E07JU6 INE733E07JV4 INE733E07JW2


7.11 7.28 7.37 7.36 7.53 7.62

700.00

October 5, 2015

Redeemable at par on October 5, 2025,2030, 2035

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

57(1) INE733E07JX0 10 years from deemed date of allotment

8.19 500.00 December 15, 2015

Redeemable at par on December 15,2025

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.


- 58 -

Debenture Series


Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

CARE AAA

60(1) INE733E07KA6 10 years from deemed date of allotment

8.05 1,000.00 May 5,2016

Redeemable at par on May 5,2026

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

61B/C(1) INE733E07KC2 INE733E07KD0

10/15 years from deemed date of allotment

8.10 715.00 May 27,2016

Redeemable at par on May 27,2026/2031

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

62(1) INE733E07KE8 10 years from deemed date of allotment

7.58 800.00 August 23,2016

Redeemable at par on August 23,2026

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.

63(1) INE733E07KF5 10 years from deemed date of allotment

7.47 670.00 September 16, 2016

Redeemable at par on September 16,2026

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.

64(1) INE733E07KG3 15 years from deemed date of allotment

7.49 700.00 November 7, 2016

Redeemable at par on November 7,2031

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

66(1) INE733E07KI9 15 years from deemed date of allotment

7.37 3,925.00 December 14, 2016

Redeemable at par on December 14,2031

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

67(1) INE733E07KJ7 10 years from deemed date of

8.30 4,000.00 January 15, 2019

Redeemable at par on January 15, 2029

CRISIL AAA

[ICRA] AAA

Refer note below.


- 59 -

Debenture Series


Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

allotment

(Stable)

68(1) INE733E07KK5 3 years from deemed date of allotment

7.93 3,056.50 May 3,2019

Redeemable at par on May 3, 2022

CRISIL AAA

[ICRA] AAA

(Stable)

Refer note below.

69(1) INE733E07KL3 10 years from deemed date of allotment

7.32 4,300.00 July 17,2019

Redeemable at par on July 17, 2029

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

Refer note below.

70(1) INE733E08148 3 years 1 day from deemed date of allotment

6.55 4,374.10 April 16,2020


CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

N/A (Unsecured

)

71(1) INE733E08155 10 years 8 month 11 days from deemed date of allotment

6.29 1,000.00 July 31,2020


CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

N/A (Unsecured

)

72(1) INE733E08163 5 years from deemed date of allotment

5.45 4,000.00 October 15,2020

Redeemable at par on October 15, 2025

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA

N/A (Unsecured

)


6.43 2,500.00 January 27,2021

Redeemable at par on January 27,2031

CRISIL AAA

[ICRA] AAA

(Stable)

IND AAA

(Stable)

N/A (Unsecured

)


- 60 -

Debenture Series


Coupon (%)

Amount Outstandin

g (in Rs. crore)

Deemed Date of

Allotment


Credit Rating

Security*

74(2) INE733E08189 15 years 1 day from deemed date of allotment

6.87 3,996.00 April 20,2021

Redeemable at par on April 21,2036

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA IND AAA

(Stable)

N/A (Unsecured

)


6.69 3,000.00 September 13, 2021

Redeemable at par on September 13, 2031

CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA IND AAA

(Stable)

N/A (Unsecured

)

76(2) INE733E08205 10 years 3 months 25 days from deemed date of allotment

6.74 1,175.00 December 20, 2021


CRISIL AAA

[ICRA] AAA

(Stable)

CARE AAA IND AAA

(Stable)

N/A (Unsecured

)

Total 57,736.43 Bonds are secured under various trust deeds. The bonds are secured by a first/ pari passu charge through registered/equitable mortgage (mortgage by deposit of title deeds) of immovable property and/or hypothecation of all present and future movable assets (excluding receivables) of our Company’s various power stations/projects/offices. (1)These bonds are listed on NSE and BSE. (2)These bonds are listed on the debt market of NSE. (3) These bonds are listed on the debt market of BSE.

Domestic Loans (Type of Facility: Rupee Term Loans) (Rs. in crore)

Name of Lender Sanctioned

Amount Outstanding as on 31.03.2022

Repayment Date/Schedule

Axis Bank-II

2,500.00

2,500.00 9 equal annual instalments commencing July 11, 2023


- 61 -

Axis Bank-III

900.00

382.00 12 equal annual instalments commencing August 24, 2024

Bank of India-IV

2,200.00

2,200.00 12 equal annual instalments commencing from December 7,2024

Bank of India-V

3,000.00

3,000.00 12 equal annual instalments commencing from March 5,2025

Central Bank of India-V

490.00

35.00 10 equal annual instalments commencing June 28, 2019

Corporation Bank-III

335.00

201.00 20 equal half-yearly instalments commencing March 28,2018

Corporation Bank-IV

2,000.00

2,000.00 9 annual instalments commencing January 11,2023

HDFC Bank Limited-III

1,500.00

1,333.33 9 annual instalments commencing December 4,2021

HDFC Bank Limited-IV

2,000.00

1,777.78 9 annual instalments commencing April 17,2021

HDFC Bank Limited-V

2,500.00

2,500.00 9 annual instalments commencing September 25,2024

HDFC VI

1,500.00

1,500.00 9 annual instalments commencing September 26,2025

HDFC VII

2,500.00

2,500.00 9 equal annual instalments commencing June 11, 2026

HDFC VIII

5,000.00

5,000.00 12 equal annual instalments commencing March 27,2024

HDFC IX

5,000.00

5,000.00 12 equal annual instalment commencing from June 30,2024

HDFC X

3,000.00

1,593.21 12 equal annual instalment commencing from November 24,2025

ICICI Bank-VII

2,000.00

200.00 12 equal annual instalments commencing December 30, 2024

Jammu & Kashmir Bank-III

350.00

210.00 10 equal annual instalments commencing December 18, 2018

Jammu & Kashmir Bank-IV

700.00

544.44 9 equal annual instalments commencing March 31, 2021

L I C - III

4,000.00

49.91 30 equal half-yearly instalments commencing December 31, 2008

Punjab National Bank III

2,000.00

1,777.78 9 annual instalments commencing February 1, 2022

Punjab National Bank IV

2,000.00

2,000.00 9 annual instalments commencing February 14,2023

Punjab National Bank V

1,950.32

1,950.32 12 annual instalments commencing March 27,2024

State Bank of Bikaner & Jaipur-II

500.00

350.00

10 equal annual instalments commencing March 14, 2020

State Bank of India-VII

6,600.00

1,176.94 16 equal half-yearly instalments commencing September 30, 2015

State Bank of India-VIII

7,975.00

6,605.09 9 annual instalments commencing January 31,2022


- 62 -

State Bank of India - IX

3,000.00

2,240.78 9 annual instalments commencing March 31,2021

State Bank of India - X

4,000.00

3,729.97 9 annual instalments commencing October 1, 2024

State Bank of India - XI

5,000.00

4,940.00 9 annual instalments commencing October 1, 2022

State Bank of India - XII

5,000.00

4,935.00 9 annual instalments commencing March 31, 2026

SBI-XIV

1,045.19

1,031.96 12 annual instalments commencing March 31, 2022

Union Bank-II

1,060.00

477.00 20 equal half-yearly instalments commencing February 1, 2017

UCO Bank-III

500.00

500.00 9 equal annual instalments commencing July 11, 2023

Total 82,105.51 64,241.52

Details of Foreign Currency loans (Unsecured)

Lender’s name / Name of the Bank

Nature of the facility/ instrument

Principal amount

outstanding (FC in Mn.)

Principal amount outstanding (Rs.

Crore)

Repayment Date/ Schedule

Japan International Cooperation

Agency (“JICA”) I

Loan ¥ 4,721.99 296.54 41 half-yearly instalments commencing February 20, 2007

JICA II Loan ¥ 5,352.52 336.14 41 half-yearly instalments commencing March 20, 2011

JICA III Loan ¥ 10,651.55 668.92 37 half-yearly instalments commencing February 20, 2012

JICA IV Loan ¥ 274.70 17.25 28 half-yearly instalments commencing March 20, 2013

Sumitomo Mitsui Banking Corporation, (SMBC).

Loan US$ 108.56 828.64 28 half-yearly instalments commencing May 20, 2012

KfW-Barh II Loan € 24.17 207.32 24 half-yearly instalments commencing September 30, 2014

KfW- Mouda-II (ECA) Loan € 30.29 259.79 24 half-yearly instalments commencing June 30, 2017

KfW-ESP Loan € 35.63 305.52 16 half-yearly instalments commencing September 15, 2017

KfW-Mouda-II (ESP &other)

Loan € 24.06 206.36 16 half-yearly instalments commencing March 15, 2018

JBIC & SMBC Loan US$ 164.15

1,252.96 24 half-yearly instalments commencing February 17, 2017

JBIC & SMBC Loan ¥ 3327.48

208.97 24 half-yearly instalments commencing May 23, 2015

JPY Equ. US$ 350Million

Loan ¥ 39415.05

2,475.27 3 Yearly instalments commencing November 11, 2026


- 63 -

JPY Equ. US$ 300Million USD

Loan ¥ 32853.97

2,063.23 3 Yearly instalments commencing January 29, 2028

JPY Equ. US$ 750Million

Loan ¥ 79867.97 5,015.70

3 Yearly instalments commencing May 15, 2026 for Part A (75%) and 3 Yearly instalments commencing May 15, 2029 for Part B (25%)

JBIC Green I Loan ¥ 35000.00 2,198.00 25 Half-Yearly instalments commencing from September 17, 2023

EURO Loan I Loan € 217.68 1,866.85 Bullet repayment on August 14, 2028

Total 18,207.46

Foreign Currency bonds (Unsecured) Nature of the

facility/ instrument

Tenor/ Period of Maturity

Principal amount

outstanding (FC In Mn.)

Principal amount

outstanding (Rs. crore)

Deemed Date of Allotment

Repayment Date/ Schedule

EURO BOND 2022 10 years from deemed date of allotment

US$ 500.00 3,816.50 October 3, 2012

Bullet repayment on October 3, 2022


US$ 500.00 3,816.50 November 26, 2014

Bullet repayment on November 26, 2024


US$ 500.00 3,816.50 February 26, 2016

Bullet repayment on February 26, 2026


€ 500.00 4,288.00 February 01, 2017

Bullet repayment on February 01, 2027

Masala Bonds -2022


₹ 19,080.00 1,908.00 May 03,2017 Bullet repayment on May 03, 2022


US$ 400.00 3,053.20 March 19, 2018

Bullet repayment on March 19, 2028

EURO BOND 2024 II


US$ 450.00 3,434.85 April 03, 2019

Bullet repayment on April 03, 2024

Total 24,133.55


- 64 -

Top 10 holders of domestic bonds/debentures (as on 31.03.2022)

Sl. No. Name of Debenture Holders Amt. (Rs. Crore) % of NCS outstanding

1 CBT EPFO 15,524.56 26.89%

2 NPS TRUST 11,332.63 19.63%

3 SBI LIFE INSURANCE COMPANY LTD. 2,299.93 3.98%

4 BHARAT BOND ETF 2,110.00 3.65%

5 EMPLOYEES' STATE INSURANCE CORPORATION 1,625.00 2.81%

6 PUNJAB NATIONAL BANK 1,170.76 2.03%

7 HDFC LIFE INSURANCE COMPANY LTD. 1,139.84 1.97%

8 LIFE INSURANCE CORPORATION OF INDIA 1,007.25 1.74%

9 MAX LIFE INSURANCE COMPANY LTD. 935.06 1.62%

10 ICICI LOMBARD GENERAL INSURANCE COMPANY LTD. 864.25 1.50%

Particulars of debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option The Company confirms that out of the debt securities outstanding mentioned elsewhere in the document, it has not issued any debt securities or agreed to issue debt securities for consideration other than cash, whether in whole or in part, in pursuance of an option or at a premium or discount except the following:

Series Nature of Security

Mode Coupon Date of Issue

Amount (In Rs. Crore)

Issued at Premium (In Rs.)

Issued at Discount (In Rs.)

Series LI A (Tax Free)

Bonds Private Placement

8.19% 04.03.2014 75.00 75,000 Nil

Series LI B (Tax Free)


8.63% 04.03.2014 105.00 2,75,000 Nil

Series LI C (Tax Free)


8.61% 04.03.2014 320.00 19,20,000 Nil

Total 500.00 22,70,000 Nil

Series 55 (Tax Free)


7.15% 21.08.2015 300.00 12,80,000 Nil

Further, we have also issued Bonus Debentures out of free reserves, however keeping in view the structure of the transaction, wherein money was first paid as deemed dividend to escrow account and then received back the same is not considered as being issued for consideration other than cash.

Commercial Paper Issued by the Issuer (standalone) and outstanding as on 31.03.2022

S. No. ISIN Code Issue date Issue size (Rs Cr) Mat date Mat days Dis Rate (% p.a.)

1 INE733E14AQ9 07-Jan-22 500 06-Jan-23 364 4.57

2 INE733E14AR7 27-Jan-22 1,675 27-Apr-22 90 3.78

3 INE733E14AS5 03-Feb-22 2,000 02-May-22 88 3.95

4 INE733E14AT3 08-Feb-22 1,000 06-May-22 87 4.18

5 INE733E14AU1 15-Mar-22 1,500 14-Jun-22 91 3.95

6,675

Amount of corporate guarantees issued by the issuer in favor of various counter parties including its subsidiaries, joint venture entities, group companies etc.

1. NTPC has provided Corporate Guarantee to the extent of Rs. 237.60 crore in favor of Axis Bank Ltd. for the Bank guarantee issued to Ministry of Coal for performance security against the milestones of Banhardih Coal Mine development by Patratu Vidyut Utpadan Nigam Ltd. (PVUNL)


- 65 -

2. NTPC has provided Comfort Letter to ICICI Bank in relation to the sanction of Bank Guarantee facilities to NTPC Electric Supply Company Limited (NESCL) for Rs. 10 crore to enable NESCL to participate in the bid process for privatization of DISCOM of UT of Chandigarh.

Other borrowings (standalone) (including hybrid debt like foreign currency convertible bonds (“FCCBs”), optionally convertible bonds/ debentures/ preference shares) The Issuer has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs”), Optionally Convertible Bonds / Debentures/ Preference Shares etc. As at the date of this Offer Letter, there has been no default in payment of principal or interest on any existing secured or unsecured term loan or debt security including any corporate guarantees issued by our Company (standalone) in the past 5 years.

IX. DISLCOSURES WITH REGARD TO DEFAULT IN STATUTORY DUES OR DEBT SERVICING, INTEREST OF DIRECTORS, LITIGATION ETC.

Details of default in statutory dues or debt servicing, amount and duration of default On standalone basis there are no defaults in payment of statutory dues, debt servicing and repayment of borrowings as on 31.03.2022. Financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. NIL Any material event/ development or change having implications on the financials/credit quality (e.g., any material regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the non-convertible securities. NIL Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action Since the Government of India is the Promoter of the Company, it is not possible to give details of litigations, legal actions or directions pending or taken by any Ministry or Department of the Government or a statutory authority against the Promoter of the Company during the last three years. Disclosure Summary of reservations or qualifications or adverse remarks of auditors during last five financial years

No reservations or qualifications or adverse remarks of statutory auditors during last five financial years. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years till date in the case of company and all of its subsidiaries. Also, if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries. There was no inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years till date in the case of company and all of its subsidiaries. Also, there was no prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter. Details of acts of material frauds committed against the company in the last three years There is no material fraud committed against the company in last three years.


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X. Remuneration of Directors (during the current year and last three financial years)

REMUNERATION OF CMD & DIRECTORS-01.04.2021 TO 31.03.2022

Name of CMD & Directors Salary Benefits Performance

Linked Incentives Total

Gurdeep Singh 72,40,353 32,03,605 33,22,333 1,37,66,291

Anil Kumar Gautam 48,84,096 20,03,070 18,01,656 86,88,822

Dillip Kumar Patel 43,70,143 27,86,605 21,96,953 93,53,701

Ramesh Babu V 44,95,695 19,69,329 22,30,992 86,96,016

Chandan Kumar Mondol 50,30,733 12,10,860 20,22,849 82,64,442

Ujjwal Kanti Bhattacharya 50,38,956 11,46,480 19,42,584 81,28,020

Sitting Fees paid to directors during the period 01.04.2021 – 31.03.2022

Name of Part-Time Non-Official Directors Sitting Fees (Excluding GST) (INR) Total

Board Meeting Committee Meeting

Dr K P S Pillay 1,60,000 2,70,000 4,30,000

Bhim Singh 1,60,000 3,30,000 4,90,000

Vivek Gupta 2,40,000 3,00,000 5,40,000

Jitendra Jayantilal Tanna 2,40,000 2,40,000 4,80,000

Vidyadhar Vaishampayan 2,40,000 3,00,000 5,40,000

Sangitha Varier 2,00,000 2,40,000 4,40,000

Financial Year 2020-21

REMUNERATION OF CMD & DIRECTORS - 01.04.2020 TO 31.03.2021

Name of CMD & Directors Salary Benefits PLI Total

Gurdeep Singh 67,68,109 24,52,689 42,65,578 1,34,86,376

Prakash Tiwari 48,56,078 1,88,371 23,83,373 74,27,822

Anand Kumar Gupta 62,06,032 2,76,075 23,90,054 88,72,161

Anil Kumar Gautam 46,75,355 6,77,403 22,61,528 76,14,286

Dillip Kumar Patel 41,42,215 20,39,457 15,15,923 76,97,595

Ramesh Babu V 39,68,062 12,75,123 18,44,461 70,87,646

Chandan Kumar Mondol 32,08,680 4,02,133 15,79,609 51,90,422

Ujjwal Kanti Bhattacharya 28,84,539 4,14,221 15,18,699 48,17,459

Sitting Fees paid to directors during the period 01.04.2020 - 31.03.2021

Name of Part-Time Non-Official Directors Sitting Fees (Excluding GST) (INR) Total

Board Meeting Committee Meeting

P K Deb 2,40,000 6,30,000 8,70,000

Vinod Kumar 2,40,000 4,80,000 7,20,000

M P Singh 2,40,000 2,70,000 5,10,000

Subhash Joshi 2,40,000 1,80,000 4,20,000

Shashi Shekhar 2,40,000 3,00,000 5,40,000

Dr K P S Pillay 5,20,000 7,20,000 12,40,000

Bhim Singh 5,60,000 8,10,000 13,70,000


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Financial Year 2019-20

REMUNERATION OF DIRECTORS-01.04.2019 TO 31.03.2020

Name of Director Salary Benefits PLI Total

Gurdeep Singh 63,33,153 22,07,839 30,68,735 1,16,09,727

Prakash Tiwari 38,68,413 15,71,286 15,92,143 70,31,842

Saptarshi Roy 84,34,029 7,29,759 17,18,031 1,08,81,819

Anand Kumar Gupta 42,97,121 6,53,058 15,96,606 65,46,785

Anil Kumar Gautam 21,67,006 2,89,290 - 24,56,296

Susanta Kumar Roy 68,48,076 7,26,582 17,34,743 93,09,401

P K Mohapatra 55,03,653 3,13,818 16,81,411 74,98,882

Sitting Fees paid to directors during the period 01.04.2019 - 31.03.2020

Name of Part-Time Non-Official Directors

Sitting Fees (Excluding GST) (INR)

Total

Board Meeting Committee Meeting Mr Bhim Singh 4,00,000 3,30,000 7,30,000 Ms. Gauri Trivedi 2,17,200 4,20,000 6,37,200 Sh. Seethapathy Chander 80,000 90,000 1,70,000 Sh. Pradeep Kumar Deb 4,40,000 10,20,000 14,60,000 Sh. Mahendra Pratap Singh 4,40,000 5,40,000 9,80,000 Sh. Subhash Joshi 4,40,000 3,00,000 7,40,000 Sh. Vinod Kumar 3,60,000 4,96,400 8,56,400 Sh. Shashi Shekhar 2,80,000 2,70,000 5,50,000 Sh. KP Kylasanatha Pillay 4,00,000 4,80,000 8,80,000 Grand Total 30,57,200 39,46,400 70,03,600

XI. Related party transactions during last three financial years including with regard to loans made, guarantees given or securities provided.

Placed as Annexure.

Link for related party transactions filed for stub period: https://www.ntpc.co.in/sites/default/files/downloads/NTPCRPD30092021.html

XII. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGE(S) WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

Issue Size Private Placement by NTPC Limited of Unsecured, non-cumulative, non-convertible, redeemable, taxable debentures of face value of Rs. 10,00,000 each for an amount of Rs. 500 crore with green shoe of Rs. 1,000 crore aggregating to Rs. 1,500 crore (Series 77) (“Issue Size”). Eligibility to make the Issue Our Company and persons in control of our Company have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force.

https://www.ntpc.co.in/sites/default/files/downloads/NTPCRPD30092021.html


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Registration, Government Approvals and Resolutions The Issue is being made under SEBI NCS Regulations and Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time. The Company can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority is required by it to undertake the proposed activities save and except those approvals which may be required to be taken in the normal course of business from time to time. The present issue is being made pursuant to the following:

i. Resolution of the Board of Directors of the Company passed in its 501st meeting held on 31 July 2021 wherein the Chairman and Managing Director / Director (Finance) have been authorized to decide the final terms and conditions of each tranche of the Debentures including timing, structure, mode etc., execute documents and deeds as may be necessary in respect of the allotment of Debentures and all other details with regard to issuance of debentures.

ii. Special Resolution of the Shareholders of the Company passed under Section 42 and other applicable

provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 in the 45th Annual General Meeting held on 28 September 2021, authorizing the Board of Directors to raise funds up to Rs. 18,000 crore by offering Debentures to eligible investors on Private Placement basis in one or more tranches.

iii. Shareholder’s resolution dated 28 September 2021 pursuant to section 180(1)(c) of Companies Act 2013 to borrow money for the purposes of the business of the Company which together with the moneys already borrowed (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) at any time shall not exceed in the aggregate Rs. 2,25,000 crore. The aggregate amount of borrowings including the Debentures offered through this document is well within the limits of borrowings mentioned above. The Company can issue the debentures proposed by it in view of the present approvals and no further approvals in general from any Government Authority are required by it to undertake the proposed activity.

Objects of the Issue

The funds raised through this issue will be utilized for, inter alia, funding of Capital Expenditure of the Company,

refinancing of existing loans and other general corporate purposes. The main objects of the Memorandum of Association of our Company enable us to undertake the activities for which the funds are being raised in the Issue. Further, we confirm that the activities we have been carrying out until now are in accordance with the objects specified in our Memorandum of Association. Utilisation of Issue Proceeds In terms of the SEBI NCS Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of the Issue. The Board/Sub-Committee of Board/Authorised officer shall monitor the utilisation of the proceeds of the Issue. The Company is managed by professionals under the supervision of its Board of Directors. Further, the Company is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. Therefore, the management shall ensure that the funds raised via this private placement shall be utilized only towards satisfactory fulfilment of the Objects of the Issue. Minimum Subscription In terms of the SEBI NCS Regulations, the Issuer may decide the amount of minimum subscription which it seeks to raise by issue of Debentures and disclose the same in the offer document. The Issuer has decided not to stipulate any minimum subscription for the present Issue and therefore the Issuer shall not be liable to refund the issue


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subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size. Underwriting The present Issue of Debentures is on private placement basis and is not underwritten. Nature of Debentures The Debentures are to be issued in the form of Unsecured, Non-Cumulative, Non-Convertible, Redeemable, Taxable Debentures. The Debentures shall be issued under the Debenture Trust Deed which will be executed in favour of the Debenture Trustee and by payment of stamp duty on Debentures itself. Principle terms of Security Debentures are Unsecured, Senior and Unsubordinated. Face Value, Issue Price, Effective Yield for Investor Each Debenture has a face value of Rs. 10,00,000/- each and is issued at par. Since there is no premium or discount on either issue price or on redemption value of the Debentures, the effective yield for the investors shall be the same as the coupon rate on the respective debenture series. Terms and Mode of Payment The full-face value of the Debentures applied for is to be paid through RTGS/other permitted electronic banking channels.

Face Value per Debenture Amount Payable on Application per Debenture

Rs. 10,00,000/- Rs. 10,00,000/-

Deemed Date of Allotment Interest on Debentures shall accrue to the Debenture holder(s) from and including Deemed Date of Allotment. All benefits relating to the Debentures will be available to the investor(s) from the Deemed Date of Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to modify allotment date/ deemed date of allotment at its sole and absolute discretion without any notice. In case if the issue closing date is changed (preponed / postponed), the Deemed Date of Allotment may also be changed (preponed/ postponed) by the Company at its sole and absolute discretion. Issue of Letter of Allotment(s)/Debenture(s) The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central Depository Services (India) Ltd. (CDSL)/ Depository Participant will be given initial credit within 2 working days from the Deemed Date of Allotment. The initial credit in the account may be akin to the Letter of Allotment. On completion of all statutory formalities, such credit in the account will be akin to Debentures. The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. Registrar & Transfer Agent & Depository Arrangements The Company has appointed Beetal Financial & Computer Services Private Limited, Beetal House, 3rd Floor, 99, Madangir, New Delhi-110062 [Tel No. (011) 29961281 and 29961282, Fax No. 011-29961284, E-mail: [email protected] as Registrars & Transfer Agent for the present debenture issue. The Company has made necessary depository arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for issue and holding of Debentures in dematerialised form. Investors can hold the debentures only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.


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Market Lot The market lot will be one debenture (“Market Lot”). Since the debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer. Trading of Debentures The marketable lot for the purpose of trading shall be one debenture i.e., in denomination of Rs 10 lakh. Trading would be permitted in DEMAT mode only and such trades shall be cleared and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nationwide trading terminal or such other platform as may be specified by SEBI. Mode of Transfer Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The provisions of The Depositories Act,1996 read with the Companies Act shall apply for transfer and transmission of Debentures. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Issuer. Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. Fictitious Applications Attention of applicants is specifically drawn to the provisions of sub section (1) of section 38 of the Companies Act 2013, which is reproduced below: “Any person who- (a) makes or abets making of an application in a fictitious name to a Company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a Company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a Company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name” Determination of Coupon: The Coupon has been decided based on bids received on EBP. Basis of Allocation / Allotment: As approved by Competent Authority of the Company in line with EBP operating guidelines. Interest on Application Money Interest at the respective Coupon Rates (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to the investor(s) on face value of Debentures for the period starting from and including the date of realization of application money in Issuer’s Bank Account up to one day prior to the Deemed Date of Allotment. Such interest would be paid on all the valid allotted applications. To clarify in case the deemed date of allotment and date of receipt of application money is same no interest on application money will be payable. The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders, in case of refund of application money, if any) shall be dispatched by the NTPC within 7 days from the Deemed Date of Allotment, as the case may be, will be dispatched by registered post/courier/speed post to the sole/ first applicant, at the sole risk of the


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applicant. Alternatively, the payment towards interest on application money/refund of application money, if any, will be credited to the applicant’s account within 7 days from the deemed date of allotment. The investor is requested to furnish complete details of their Bank Account including IFSC code if they desire to have payment through RTGS/EFT/NECS.

Interest on the Debentures The Debentures shall carry interest at the Coupon Rate from, and including, the Deemed Date of Allotment up to, but excluding the Redemption Date. Interest shall be payable on the “Coupon Payment Dates”, excluding such coupon payment date, on the outstanding face value amount of Debentures till Redemption Date, to the holders of Debentures as on the relevant Record Date. Interest on Debentures will cease from the Redemption Date in all events. For Coupon Payment Dates refer the Term Sheet. In case of a leap year, if February 29 falls during the tenor of a security, then the number of days shall be reckoned as 366 days (Actual/Actual day count convention) for a whole one-year period, irrespective of whether the interest is payable annually, half yearly, quarterly or monthly etc. It is thus emphasized that for a half yearly interest payment, 366 days would be reckoned twice as the denominator; for quarterly interest, four times and for monthly interest payment, twelve times. Computation of Interest: Day Count Convention The interest shall be computed on the basis of Actual/Actual day convention as per term sheet. Effect of Holidays If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday. If the Redemption Date (also being the last Coupon Payment Date) falls on a day that is not a Working Day, the redemption proceeds (including coupon payment) shall be paid on the immediately preceding Working Day along with interest accrued until but excluding the date of such payment. The interest/redemption payments shall be made only on the days when the commercial banks are functioning in Delhi. For the purpose of interest and redemption payment refer working day definition in term sheet. An illustration for guidance in this regard is as per table below: The following table is indicative and only for illustration, does not reflect actual amount and dates. For convenience the cash flows have been reflected for face value of security i.e., of Rs. 10 lakh each. Also, only second and fourth Saturdays and all Sundays have been considered as holidays, the actual holidays may differ from year to year.

Company NTPC Limited

Face Value (per security) 10,00,000

Deemed Date of Allotment 29.04.2022

Redemption Date 29.04.2024

Coupon Rate [●]

Frequency of the Interest Payment

Annually corresponding to the Deemed Date of Allotment

Day Count Convention Actual / Actual

Cash Flows Date Day Effective Date Effective Day due to holiday

Days for relevant period

Base days for the Interest Period

Amount (in Rupees)

Coupon 1 29-Apr-23 Saturday 29-Apr-23 Saturday 365 365 [●]


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Record Date Date falling 15 days prior to the relevant Coupon Payment Date or the Redemption Date on which interest amount or the Maturity Amount respectively, is due and payable. In the event that the Record Date falls on a day on which commercial banks are closed in Delhi, the succeeding working day or a date notified by the Company to the stock exchanges shall be considered as the Record Date. Working Day: When the commercial banks are open and functioning in Delhi. Tax Benefits The holder(s) of the Debentures are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/ counsel. Deduction of Tax at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source from Interest on Application Money and/or Interest on Debentures, as applicable. For seeking TDS exemption/ lower rate of TDS, relevant tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Where any deduction of Income Tax is made at source, the Company shall send to the Debenture holder(s) a Certificate of Tax Deduction at Source. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s). Redemption Debentures will be redeemed at par on the Redemption Dates. The Debenture will not carry any obligation, for interest or otherwise, after the date of redemption. The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Debenture holders whose name appear in the Register of Debenture holders on the record date. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. Settlement/ Payment on Redemption Payment on redemption will be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ credit through RTGS system/ECS in the name of the Debenture holders whose name appear on the List of Beneficial Owners given by Depository to the Company as on the Record Date/ Book Closure Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being made, the Company shall inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Debenture holders with NSDL/ CDSL/ Depository Participant shall be adjusted (debited). The Company’s liability to the Debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation after the date of redemption. On the Company dispatching/ crediting the amount to the Beneficiary (s) as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. List of Beneficial Owners /Register of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. The depositories shall maintain a register and an index of Beneficial Owners in the manner provided in relevant provisions of the Companies Act, 2013.

Coupon 2 29-Apr-24 Monday 29-Apr-24 Monday 366 366 [●]

Maturity 29-Apr-24 Monday 29-Apr-24 Monday 10,00,000.00


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Succession In the event of the demise of the sole/first holder of the Debenture (s) or the last survivor, in case of joint holders for the time being, the Issuer shall recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debenture (s).The Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture (s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity. Who can apply? The following categories are eligible to apply for this private placement of Debentures: All QIBs, and any non-QIB Investors specifically mapped by the Issuer on the EBP Platform, are eligible to bid / invest / apply for this Issue. All participants are required to comply with the relevant regulations/ guidelines applicable to them for investing in this Issue. Applicants are advised to ensure that Applications made by them do not exceed the investment limits that they are subject to under applicable statutory and/or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for or subscribing to the Debentures pursuant to the Issue. However, out of the aforesaid class of investors eligible to invest, this Private Placement Offer cum Application Letter is intended solely for the use of the person to whom it has been sent by the Company for the purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this Private Placement Offer cum Application Letter from the Company). Documents to be provided by applicant Investors need to submit duly certified true copies of the following documents, as may be applicable to them, along with the Application Form: -

• Memorandum and Articles of Association/ Constitution/ Bye-laws/ Trust Deed;

• Board Resolution authorizing the investment and containing operating instructions;

• Power of Attorney/ relevant resolution/ authority to make application;

• Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority;

• Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;

• Copy of a cancelled cheque for ECS payments;

• Necessary forms for claiming exemption from deduction of tax at source on interest on application money, wherever applicable.

In addition to above, the investors may also attach such other documents as may be considered necessary by them. For investments made under Power of Attorney, certified true copy of notarized/registered Power of Attorney or other authority may also be submitted. Application under Power of Attorney In case of application made under a Power of Attorney, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws , as the case may be and the tax exemption certificate must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the application form, quoting the serial number of the application form and the Bank’s branch where the application


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has been submitted, at the office of the Registrars to the Issue after submission of the application form to the Banker to the issue or directly to Company as mentioned in the general instructions annexed to the Application Form, failing which the application is liable to be rejected. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication. Mode of Subscription/ How to Apply This being a private placement offer, who has been addressed through this communication directly, only are eligible to apply. Payment Mechanism Successful bidders should do the funds pay-in to the bank account of the clearing corporation of the designated EBP. Successful bidders must do the subscription amount payment to the Designated Bank Account on or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful bidders should ensure to make payment of the subscription amount for the Debentures from their same bank account which is updated by them in the designated EBP Platform while placing the bids. In case of mismatch in the bank account details between designated EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned. Note: In case of failure of any successful bidders to complete the subscription amount payments by the Pay-in Time or the funds are not received in the Designated Bank Account by the Pay-in Time for any reason whatsoever, the bid will be liable to be rejected and NTPC shall not be liable to issue Debentures to such successful bidders. Funds payment to the Issuer would be made by clearing corporation to the following bank account of NTPC: Bank: SBI Branch: CAG Branch, New Delhi Bank Account No.: 10813608669 IFSC Code No.: SBIN0017313 Mode: RTGS/Other permitted electronic banking channels Private Placement Offer cum Application Letter Application complete in all respects (along with all necessary documents as detailed in this Private Placement Offer Letter) must be submitted on /before the last date indicated in the issue time-table or such extended time as decided by the Issuer, accompanied by details/proof of remittance of the application money. Application for the Debentures must be in the prescribed format in Part-B of this offer and completed in BLOCK LETTERS in English. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants. The applicant should mention their Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit Form 15AA/other evidence, as the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose. Application Form without this information will be considered incomplete and are liable to be rejected. Applicants are requested to tick the relevant column “Category of Investor” in the Application Format at Part-B of this offer cum application. Force Majeure The Company reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Company reserves the right to change the Issue Schedule.


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Right to Accept or Reject Applications The Issuer reserves its full, unqualified and absolute right to accept or reject any Application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund if applicable, sent. The Application forms that are not complete in all respects are liable to be rejected and will not be paid any interest on the Application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: (i) Number of Debentures applied for is less than the minimum application size; (ii) Applications exceeding the issue size; (iii) Debenture holder account details not given; (iv) Details for issue of Debentures in dematerialized form not given; PAN/GIR and IT Circle/Ward/District not given; (v) In case of Applications under power of attorney by limited companies, corporate bodies, trusts, etc., if relevant

documents not submitted; In the event, if any Debenture(s) applied for is/are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted. Signatures Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal. Debenture holder not a Shareholder The Debenture holders will not be entitled to any of the rights and privileges available to the shareholders. If, however, any resolution affecting the rights attached to the Debentures is placed before the members of the Company, such resolution will first be placed before the Debenture holders for their consideration. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company. Future Borrowings The Company will be entitled to borrow/raise loans or avail of Financial Assistance in whatever form and to issue Debentures/Bonds/Notes/other Securities in any manner and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid-up capital on such terms and conditions as the Company may think appropriate without any consent of Bond/Debenture holders under any series.

Disputes & Governing laws and jurisdiction

Debentures shall be construed to be governed in accordance with Indian laws and rules framed there under. The Courts in New Delhi alone shall have exclusive jurisdiction in connection with any dispute/difference between the Company and the Beneficial Owners of Debentures under these presents. Notices

The notices to the Beneficial Owners of Debentures required to be given by the Company shall be deemed to have been given if sent by Registered Post/ Speed Post/ Courier/Ordinary Post to the Registered Beneficial Owner of Debentures and /or if an advertisement is given in one All India English daily newspaper and one regional language newspaper and/ or if communication in this regard has been effected to the depositories. All notices to be given by the Beneficial Owners of Debentures shall be sent by Registered Post or by Hand Delivery to the Company or such persons, at such address, as may be notified by the Company from time to time.


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XIII. SUMMARY TERM SHEET

Series 77

Security Name [●] NTPC Series-77 2024

Issuer NTPC Limited

Issue Size Rs. 500 crore with green shoe option of Rs. 1000 crore aggregating to Rs. 1,500 crore

Date of Passing Board Resolution

31.07.2021

Date of Passing resolution in the general meeting

28.09.2021

Objects of the Issue The funds raised through this issue will be utilized for, inter alia, funding of Capital

Expenditure of the Company, refinancing of existing loans and other general corporate

purposes.

Instrument Unsecured, Non-Cumulative, Non-Convertible, Redeemable, Taxable Debentures

Issuance Mode In DEMAT mode only

Trading Mode In DEMAT mode only

Credit Rating “CRISIL AAA/Stable” by CRISIL Limited, “[ICRA] AAA (Stable)” by ICRA Limited, “IND AAA/Stable” by India Ratings & “CARE AAA; Stable” by CARE Ratings.

Seniority Unsecured, Senior and Un-subordinated

Mode of Issue Private Placement

Manner of Bidding Closed

Manner of Allotment Uniform price

Security The Debentures are Unsecured

Face Value Rs. 10 lakh per Debenture

Premium on Issue Nil

Discount on issue Nil

Issue Price Rs. 10 lakh per Debenture

Premium/ Discount on redemption

Nil

Redemption Amount At par

Tenor 2 Years from the Deemed Date of Allotment

Put Option None

Put Option Price Not applicable

Put Option Date Not applicable

Put Notification Time Not applicable

Call Option None

Call Option Price Not applicable

Call Option Date Not applicable

Call Notification Time Not applicable

Redemption/ Maturity

At par

Redemption Date 29.04.2024 Coupon Rate [●] Step Up/ Step Down Coupon Rate

None

Coupon Payment Frequency

Annually and along with maturity

Coupon Payment 29th April every year and along with maturity (subject to effect of holidays)


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Dates

Coupon Type Fixed

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)

None

Minimum Bid Lot 1 Debenture and in multiples of 1 Debenture thereafter

Day Count Basis Actual/ Actual

Interest on Application Money

Interest on application money will be paid at Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) on face value of Debentures for the period starting from and including the date of realization of application money in Issuer’s Bank Account up to one day prior to the Deemed Date of Allotment. To clarify in case the deemed date of allotment and date of receipt of application money is same, no interest on application money will be payable.

Listing / Designated Stock Exchange

Proposed on BSE. BSE is proposed to be the Designated Stock Exchange.

Valuer who performed valuation of the security (instrument)

Not applicable

Trustees IDBI Trusteeship Services Limited

Depository National Securities Depository Limited and Central Depository Services (India) Limited

Registrars Beetal Financial & Computer Services Private Limited

Settlement of Instrument

Through clearing corporation of EBP. For further details please refer para on payment mechanism provided elsewhere in this document.

Payment of Interest and Redemption

Payment of interest and repayment of principal shall be made by way of cheque (s)/ interest warrant(s) / redemption warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism and any other electronic payment mode to bank account of Investor (s).

Business Days/ Working Days

When the commercial banks are functioning in Delhi.

Record Date Date falling 15 days prior to the relevant Coupon Payment Date or the Redemption Date on which interest amount or the Maturity Amount respectively, is due and payable. In the event that the Record Date does not fall on a Working Day, the succeeding Working Day or a date notified by the Company to the stock exchanges shall be considered as the Record Date.

All Covenants of the issue (including side letters, accelerated payment clause, etc.)

All covenants to the issue shall be mentioned in the Debenture Trust Deed which will be executed within time frame prescribed under the Companies Act.

Effect of Holidays If the interest payment date falls on a holiday, the payment would be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.


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If the Redemption Date (also being the last Coupon Payment Date) of any Series of the Debentures falls on a day that is not a Working Day, the redemption proceeds (including the coupon payment) shall be paid on the immediately preceding Working Day along with interest accrued on the Debentures until but excluding the date of such payment.

Mode of Subscription Applicants shall make remittance of application money only through electronic transfer of funds through RTGS or other permitted electronic banking mechanism as per extant EBP guidelines.

Eligible Investors All QIBs, and any non-QIB Investors specifically mapped on the EBP Platform, are eligible to bid / invest / apply for this Issue. All participants are required to comply with the relevant regulations/ guidelines applicable to them for investing in this Issue.

Transaction Documents

The Company has executed/ shall execute the documents including but not limited to the following in connection with the Issue: 1. Debenture Trustee Agreement; 2. Debenture Trust Deed; 3. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of

Bonds/Debentures in dematerialized form; 4. Tripartite Agreement between the Issuer, Registrar and CDSL for issue of

Bonds/Debentures in dematerialized form; 5. Application to stock exchange for seeking in-principle approval for listing of

Debentures; 6. Consents from Registrar and Trustee to the Issue.

Conditions precedent to subscription of Debentures

The subscription from investors shall be accepted for allocation and allotment by the Company subject to the following: 1. Rating letter(s) not being more than one month old from the issue opening date; 2. Consent of Trustees; 3. Application to Stock Exchange(s) for seeking its in-principle approval for listing of

Debentures.

Conditions subsequent to subscription of Debentures

The Company shall ensure that the following documents are executed/ activities are completed as per permissible time frame: 1. Credit of DEMAT account(s) of the allottee(s) by number of Debentures allotted on

the Deemed Date of Allotment; 2. Making listing application to stock exchange(s) in 4 trading days from the Closure of

Issue of Debentures and seeking listing permission in 4 trading days from the Closure of Issue of Debentures in pursuance of SEBI NCS Regulations/Circulars;

3. Execution of Debenture Trust Deed within time frame prescribed in the relevant regulations/ act/ rules etc. and submitting the same with stock exchange(s) within 5 working days of execution for uploading on its website in pursuance of SEBI NCS Regulations.

4. The Company shall, till the redemption of Debentures, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information and auditor qualifications, if any, to the Trustees within the timelines as specified in SEBI (LODR). Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all ‘Qualified Institutional Buyers’ (QIBs) and other existing Bond/Debenture holder(s) within two working days of their specific request.

Besides, the Company shall perform all activities, whether mandatory or otherwise, as applicable.

Events of Default (including manner of

If the Company commits a default in making payment of any installment of interest or repayment of principal amount of the Debentures on the respective due date(s), the


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voting/ conditions of joining Inter Creditor Agreement)

same shall constitute an “Event of Default” by the Company. Excluding in cases of technical errors due to reasons beyond the control of company. Manner of voting/ conditions of joining Inter Creditor Agreement shall be mentioned in the Debenture Trust Deed which will be executed within time frame prescribed under the Companies Act.

Creation of recovery expenses fund

Created vide BG No. 003GT01210130002 dated 13.01.2021 amounting to Rs.25,00,000/- issued by HDFC Bank in favor of NSE.

Conditions for breach of covenants

Shall be mentioned in the Debenture Trust Deed which will be executed within time frame prescribed under the Companies Act.

Cross Default Not Applicable

Role and Responsibilities of Trustees

The Trustees shall protect the interest of the Debenture holders in the event of default by the Company about timely payment of interest and repayment of principal and shall take necessary action at the cost of the Company. No Debenture holder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI NCS Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, the Debenture Trust Deed, Disclosure Document and all other related transaction documents, with due care, diligence and loyalty. The Trustees shall ensure disclosure of all material events on an ongoing basis.

Risk factors pertaining to the issue

Mentioned at Chapter on “Management perception to Risks Factors” of the private placement offer cum application letter.

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of district courts of Delhi.

Number of persons to whom allotment on private placement has already been made during the year

Nil

Additional Covenants 1. Default in Payment: In the event of delay in the payment of interest amount and/ or principal amount on the due date(s), the Company shall pay additional interest of 2.00% per annum in addition to the respective Coupon Rate payable on the Debentures, on such amounts due, for the defaulting period i.e., the period commencing from and including the date on which such amount becomes due and up to but excluding the date on which such amount is actually paid.

2. Delay in Listing: The Company shall complete all the formalities and seek listing permission from stock exchange(s) in 4 trading days from the Closure of Issue. In the event of delay in listing of Debentures beyond 4 trading days, except due to any technical reasons beyond the control of company, from the Closure of Issue, the Company shall pay penal interest of 1.00% per annum over the respective Coupon Rate from the Deemed Date of Allotment till the listing of Debentures to the Debenture holder(s).

3. Delay in execution of Debenture Trust Deed: The Company undertakes that it shall execute the Debenture Trust Deed, within time frame prescribed in the relevant regulations/ act/ rules etc. and submit with stock exchange(s) within five working days of execution of the same for uploading on its website. In case of delay in execution of Debenture Trust Deed, the Company will refund the subscription with agreed respective Coupon Rate or pay penal interest at the rate of 2.00% p.a. over


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the respective Coupon Rate till these conditions are complied with at the option of the investor.

The interest rates mentioned in above three covenants shall be independent of each other.

Issue Schedule * Issue Opening Date 27.04.2022 Issue Closing Date 27.04.2022 Pay-In Date 29.04.2022 Deemed Date of Allotment 29.04.2022

Validity of the Offer Letter

Till the date of closure of the Issue

* NTPC reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by NTPC. In case if the Issue Closing Date/ Pay in Dates is/are changed (preponed/ postponed), the Deemed Date of Allotment may also be changed (preponed/ postponed) by NTPC at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Dates may also be changed at the sole and absolute discretion of NTPC.

XIV. CREDIT RATING & RATING RATIONALE CRISIL CRISIL vide press release dated 28 February 2022 has assigned “CRISIL AAA/Stable” (pronounced “CRISIL triple A rating with stable outlook”) rating to the Debentures being issued under the current placement. This rating indicates highest safety with regard to timely payment of interest and principal on the instrument. Weblink of the press release is mentioned on the front page of this Offer Letter. ICRA ICRA vide press release dated 13 August 2021 has assigned “[ICRA] AAA (Stable)” (pronounced as "ICRA triple A” with outlook on the long term is stable) rating to the Debentures being issued under the current placement. This is the highest credit quality rating assigned by ICRA and indicates the lowest credit risk carried by the instrument. Weblink of the press release is mentioned on the front page of this Offer Letter. INDIA Ratings India Ratings vide press release dated 30 March 2022 has assigned “IND AAA/Stable” (pronounced as "IND Triple A; Outlook Stable”) rating to the Debentures being issued under the current placement. This is the highest credit quality rating assigned by India Ratings and indicates the lowest credit risk carried by the instrument. Weblink of the press release is mentioned on the front page of this Offer Letter. CARE CARE vide press release dated 1 July 2021 has assigned “CARE AAA; Stable” (pronounced as "CARE Triple A; Outlook Stable”) rating to the Debentures being issued under the current placement. This is the highest credit quality rating assigned by CARE and indicates the lowest credit risk carried by the instrument. Weblink of the press release is mentioned on the front page of this Offer Letter. The above rating (s) are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. Rating Rationale are as per Annexure.


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XV. DEBENTURE TRUSTEE In accordance with the provisions of the Section 71 of Companies Act, 2013, Rules made there under and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Company has appointed IDBI Trusteeship Services Ltd., to act as Trustees (“Trustees”) for and on behalf of the holder(s) of the Debentures. Debenture Trustee has given his consent for his appointment under applicable rules regulations of the Companies Act and regulations of SEBI, copy of letter from Trustee, conveying their consent to act as Trustee for the current issue of Debentures is enclosed elsewhere in this Private Placement offer cum Application Letter. The Company hereby undertakes that a Trust Deed will be executed by it in favor of the Trustees. The Trust Deed will contain such clauses or be as near thereto as possible as may be prescribed under the Companies Act, 2013 and rules made there under and those mentioned in the Securities and Exchange Board of India (Debenture Trustees) Regulations. Further the Trust Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the Company in relation to any

rights or interests of the holder(s) of the Debentures, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992

(15 of 1992); Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and circulars or guidelines issued by SEBI,

(iii) indemnifying the Trustees or the Company for loss or damage caused by their act of negligence or commission or omission.

The Debenture holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Debentures. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s). The Trustees shall protect the interest of the Debenture holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Company. No Debenture holder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so.

XVI. STOCK EXCHANGE(s) WHERE SECURITIES ARE PROPOSED TO BE LISTED Debentures are proposed to be listed on BSE. In connection with listing with stock exchange(s), the Company hereby undertakes that: (a) It shall comply with conditions of listing as may be specified in the Listing Agreement with Stock Exchange(s). (b) Credit Ratings obtained by the Company shall be periodically reviewed by the credit rating agencies and

any revision in the rating shall be promptly disclosed by the Company to Stock Exchange(s). (c) Any change in rating shall be promptly disseminated to the holder(s) in such manner as Stock Exchange(s)

may determine from time to time. (d) The Company, the Trustees and Stock Exchange(s) shall disseminate all information and reports including

compliance reports filed by the Company and the Trustees regarding the Debentures to the holder(s) and the general public by placing them on their websites.

(e) Trustees shall disclose the information to the holder(s) and the general public by issuing a press release in any of the following events:

i. default by the Company to pay interest or redemption amount; ii. revision of rating assigned;

(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees, Company and Stock Exchange(s).

(g) Issuer would, till the redemption of the debt securities, submit the Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information and auditor qualifications, if any to the Trustee within the timelines as provided in SEBI(LODR) for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under


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this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two working days of their specific request.

XVII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS The Company hereby confirms that:

a) The main constituents of the Company’s borrowings have been in the form of borrowings from Banks and Financial Institutions, External Commercial Borrowings & Bonds/Debentures.

b) The Company has been servicing all its principal and interest liabilities on time and there has been no instance of delay or default.

c) The Company has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of roll over against any of its borrowings in the past.

XVIII. UNDERTAKING REGARDING COMMON FORM OF TRANSFER The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company. The Company undertakes that it shall use a common form/ procedure for transfer of Debentures issued under terms of this Offer Letter.

XIX. ABRIDGED AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION / SUMMARY OF FINANCIAL POSITION Refer Annexure attached to the document. Investors can also visit the following link on our website for detailed information on financials, auditor reports and comments: https://www.ntpc.co.in/en/investors/financial-results.

XX. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE The Company hereby declares that there has been no material event, development or change at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities of the Company.

XXI. PERMISSION/ CONSENT FROM PRIOR CREDITORS The Company hereby confirms that it is entitled to raise money through current issue of Debentures without the consent/permission/approval from the Debenture holders/Trustees/Lenders/other creditors of the Company.

XXII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Corporate Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date.

https://www.ntpc.co.in/en/investors/financial-results


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A. MATERIAL CONTRACTS a. Appointment Letter of Registrar and Transfer Agent dated 1 December 2021. b. Appointment Letter of Trustee dated 1 December 2021. c. Debenture Trustee Agreement dated 13 December 2021

B. DOCUMENTS

a. Memorandum and Articles of Association of the Company as amended from time to time. b. Board Resolution dated 31 July 2021 authorizing issue of Debentures offered under terms of this

Private Placement Offer cum Application Letter. c. Shareholder’s Resolution dated 28 September 2021 authorizing issue of Debentures offered under

terms of this Private Placement Offer cum Application Letter. d. Board Resolution dated 30 November 2021 regarding Authorisation to sign the attestation /

declarations on behalf of the Board of Directors of the Company as required under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

e. Consent Letters of Debenture Trustee & RTA to the Issue as applicable, in their respective capacities. f. Tripartite Agreement dated 16 July 2004 between the NTPC, NSDL and BEETAL Financial & Computer

Services Private Limited for issue of Bonds/Debentures in dematerialized form. g. Tripartite Agreement dated 3 September 2004 between the NTPC, CDSL and BEETAL Financial &

Computer Services Private Limited for issue of Bonds/Debentures in dematerialized form. h. In-principle approval for the Issue.

Any of the contracts or documents mentioned in this Information Memorandum may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the Debenture holders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

XXIII. DISCLOSURES PERTAINING TO WILFUL DEFAULTER a. Name of the bank declaring the entity as a willful defaulter: [NA] b. The year in which the entity is declared as willful defaulter: [NA] c. Outstanding amount when the entity is declared as willful defaulter: [NA] d. Name of the entity declared as a willful defaulter: [NA] e. Steps taken, if any, for the removal form the list of willful defaulter: [NA] f. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: [NA] g. Any other disclosure as specified by the board: [NA]

PART - B (To be filed by the Applicant)

a. Name: b. Father's name (if applicable): c. Complete Address including Flat/House Number, street, Locality, pin Code: d. Phone number: e. Email ID: f. PAN Number: g. Bank Account Details: h. No. of debentures applied for: i. Amount Remitted (in Rs. Lakh): j. Category of Investor (QIB/Non-QIB): Signature : Initial of the Officer of the company designated to keep records :


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XXIV. DECLARATION The Board of Directors of the Company vide resolution number 506.2.7 dated 30 November 2021 have authorized any officer in the rank of Executive Director (Finance) or General Manager (Finance) to sign the attestation / declarations on behalf of the Board of Directors of the Company as required under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and SEBI Operational Circular for Issue and Listing of Non-Convertible Securities and any amendments thereto, which shall form part & parcel of the offer letter / private placement memorandum, and to execute, sign and seal, all letters / documents as are necessary for raising of funds through issuance of debentures on Private Placement basis under SEBI ( Issue and Listing of Non-Convertible Securities) Regulations, 2021 and to do all such acts or deeds in relation thereto. Accordingly, the undersigned attests on behalf of Board of Directors of the Company that: a) the Company is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder. b) the compliance with the Act and the rules does not imply that payment of interest or repayment of debentures, is guaranteed by the Central Government. c) the monies received under the offer shall be used only for the purposes and objects indicated in the private placement offer letter. d) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association e) this Private Placement Offer cum Application Letter contains full disclosures in conformity with Form PAS-4 prescribed under section 42 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 issued vide Notification No. SEBI/LAD-NRO/GN/2021/39 dated 9 August 2021, as amended from time to time and such other circulars applicable for issue of Non-Convertible Securities issued by SEBI from time to time. f) all the requirements of Companies Act, 2013 and the rules made there under in respect of the subject matter of this form and matters incidental thereto have been complied with. g) the Company accepts no responsibility for the statement made otherwise than in the Private Placement Offer cum Application Letter or in any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk.

Investment in non-convertible securities involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section “Management perception of Risk Factors” of this placement memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor’s decision to purchase such securities.

(Aditya Dar) Executive Director (Finance) Place: New Delhi Date: [●]

No. 36170 - B / ITSL / OPR / 2021-22 December 03, 2021

To NTPC Limited, NTPC Bhavan, Core – 7, SCOPE Complex, 7 Lodhi Road, New Delhi – 110 003

Kind Attn: Mr. Aditya Dar, ED (Finance)

Sub: Consent to act as Bond / Debenture Trustee for Unsecured Bonds aggregating up to Rs.18,000 Crore to be issued under multiple series till 27.09.2022 or the date of NTPC’s AGM in FY 2022-23 whichever is earlier on Private Placement Basis

This has reference to your letter 01:FA: BONDS: TRUSTEE LOA:2021-22 dated 01-Dec-2021 regarding the appointment of IDBI Trusteeship Services Ltd. (ITSL) as Debenture/Bond Trustee for the issuance of Company’s Rated, Redeemable, Listed, Unsecured Non- Cumulative Non-Convertible Taxable/Tax free Bonds / Debentures aggregating upto Rs. 18,000 Crore on private placement basis under various tranches (Series). In this connection, we confirm our acceptance to act as Bond / Debenture Trustee for the same and are also agreeable for inclusion of our name as trustees in the Company’s offer document/disclosure document/ listing application/any other document to be filed with the Stock Exchange(s) or any other authority as required, subject to the conditions set out below:

1. The Company agrees and undertakes to create the securities, wherever applicable, over suchof its immovable and moveable properties and on such terms and conditions as agreed by theBond / Debenture holders and disclosed in the Information Memorandum or DisclosureDocument and execute, the Bond / Debenture Trust Deed and other necessary securitydocuments for each series of Bonds / debentures as approved by the Bond / DebentureTrustee, within a period as agreed in the Information Memorandum or Disclosure Document inany case not exceeding 3 months from the date of allotment.

2. The Company agrees & undertakes to pay to the Bond / Debenture Trustees so long as theyhold the office of the Bond / Debenture Trustee, remuneration as stated in appointmentletter for their services as Bond / Debenture Trustee in addition to all legal, traveling andother costs, charges and expenses which the Bond / Debenture Trustee or their officers,employees or agents may incur in relation to execution of the Bond / Debenture Trust Deedand all other Documents affecting the Security till the monies in respect of the Bonds /Debentures have been fully paid-off and the requisite formalities for satisfaction of charge inall respects, have been complied with.

3. The Company agrees & undertakes to comply with, wherever applicable, the provisions of SEBI(Debenture Trustees) Regulations, 1993, SEBI (Issue and Listing of Debt Securities)Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Companies Act, 2013 and other applicable provisions as amended from time to time andagrees to furnish to Trustees such information in terms of the same on regular basis and thatthis Consent is subject to the Due Diligence required to be done by the Debenture Trusteepursuant to SEBI Circular dated 03-Nov-2020 and the company agrees that the issue shall beopened only after the due diligence for each Tranche has been carried by the DebentureTrustee.

Yours faithfully, For IDBI Trusteeship Services Limited. For NTPC Limited

Authorised Signatory Authorised Signatory

CIN No.:- U67120DL1993PTC052486

REF: - BTL/MD/RTA/521/ 02.12.2021

Chief General Manager (Finance-ISD & Bonds) NTPC Limited ISD & Bond Section, Core 7,7th Floor, SCOPE Complex, Lodi Road, New Delhi- 110 003 Sir,

Kind Attn: - Mr. Aditya Dar-Executive Director (Finance) Subject:- Mandate Letter for appointment as Registrar and Transfer Agent (RTA) for all series of Bonds on private placement basis which will be issued by NTPC Limited up to 27.09.2022 or the date of NTPC’s AGM in FY 2022-23:- We are in receipt of your email regarding above captioned subject. We are thankful to you for appointing us RTA for your esteemed organization and imposing confidence in us. We give our acceptance for the said appointment. Thanking you and assuring our best and prompt services at all the times. Yours faithfully, Yours faithfully, For BEETAL Financial & Computer Services Pvt. Ltd.

(S. P. Gupta) Vice President

Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does not constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it

considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without charge to the public on the web site, www.crisilratings.com. CRISIL Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating information on any instrument of any company rated by CRISIL Ratings, please visit www.crisilratings.com or contact Customer Service Helpdesk at [email protected] or at 1800-267-1301

CONFIDENTIAL

RL/NTPCLTD/288403/NCD/0322/27151/92033674/1

April 13, 2022

Mr. Masood A Ansari

General Manager - Finance

NTPC Limited

NTPC Bhawan,SCOPE Complex

Core-7,

3rd Floor

North Delhi - 110003

9650900597 Dear Mr. Masood A Ansari,

Re: Review of CRISIL Rating on the Rs.15000 Crore Non Convertible Debentures of NTPC Limited

All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review.

Please refer to our rating letter dated March 01, 2022 bearing Ref. no: RL/NTPCLTD/288403/NCD/0322/27151/92033674

Please find in the table below the rating outstanding for your company.

S.No. Instrument Rated Amount (Rs. in Crore) Rating Outstanding

1 Non-Convertible Debentures 15000 CRISIL AAA/Stable

In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change

in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL Ratings will be necessary.

As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through its publications and other

media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratings reserves the right

to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or

unavailability of information, or other circumstances which CRISIL Ratings believes may have an impact on the rating.

As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate

bonds/debentures, you are required to provide international securities identification number (ISIN; along with the reference

number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also

requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us all the

necessary and relevant information at [email protected]. This will enable CRISIL Ratings to verify and confirm to the

depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us at

[email protected] for any clarification you may need.

Should you require any clarification, please feel free to get in touch with us.

Yours sincerely,

Ankit Hakhu Nivedita Shibu

Director - CRISIL Ratings Associate Director - CRISIL Ratings

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CIN-L67190MH1993PLC071691

No. CARE/DRO/RL/2022-23/1031 Shri Masood A. Ansari General Manager - Finance NTPC Limited NTPC Bhawan, Scope Complex, 7, Institutional Area, Lodi Road, New Delhi - 110003

April 13, 2022 Confidential

Dear Sir, Credit rating for Bond Programme of Rs.15,000.00 crore

Please refer to our letter no. CARE/DRO/RL/2021-2022/2626 dated December 06, 2021 and your request for revalidation

of the rating assigned to the long term bond programme of Rs.15,000.00 crore including current outstanding of

Rs.8,171.00 crore.

2. The following rating(s) have been reviewed:

Sr. No.

Instrument Amount (Rs. crore) Rating1 Rating Action

1. Bonds 15,000.00 CARE AAA; Stable (Triple A; Outlook:

Stable) Reaffirmed

Total Instruments 15,000.00

(Rs. Fifteen Thousand Crore Only)

3. Please arrange to get the rating revalidated, in case the proposed issue is not made within six months from the

date of this letter.

4. Please inform us the below-mentioned details of issue immediately, but not later than 7 days from the date of

placing the instrument:

Instrument type

ISIN

Issue Size (Rs cr.)

Coupon Rate

Coupon Payment

Dates

Terms of Redemption

Redemption date

Name and contact

details of Trustee/IPA

Details of top 10

investors

5. CARE Ratings Ltd. reserves the right to undertake a surveillance/review of the rating from time to time, based on

circumstances warranting such review, subject to at least one such review/surveillance every year.

6. CARE Ratings Ltd. reserves the right to revise/reaffirm/withdraw the rating assigned as a result of periodic

review/surveillance, based on any event or information which in the opinion of CARE Ratings Ltd. warrants such an

action. In the event of failure on the part of the entity to furnish such information, material or clarifications as may

be required by CARE Ratings Ltd. so as to enable it to carry out continuous monitoring of the rating of the debt

instruments, CARE Ratings Ltd. shall carry out the review on the basis of best available information throughout the

life time of such instruments. In such cases the credit rating symbol shall be accompanied by “ISSUER NOT

1Complete definitions of the ratings assigned are available at www.careedge.in and in other CARE Ratings Ltd.’s publications.

http://www.careedge.in/


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CIN-L67190MH1993PLC071691

COOPERATING”. CARE Ratings Ltd. shall also be entitled to publicize/disseminate all the afore-mentioned rating

actions in any manner considered appropriate by it, without reference to you.

7. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which

may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced

and if triggered, the ratings may see volatility and sharp downgrades.

8. Users of this rating may kindly refer our website www.careedge.in for latest update on the outstanding rating.

9. CARE Ratings Ltd. ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,

Yours faithfully,

Srimann Gupta Agnimitra Kar

Lead Analyst Assistant Director

[email protected] [email protected]

Encl.: As above

Disclaimer

The ratings issued by CARE Ratings Limited are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not

recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. These ratings do not convey

suitability or price for the investor. The agency does not constitute an audit on the rated entity. CARE Ratings Limited has based its ratings/outlooks based

on information obtained from reliable and credible sources. CARE Ratings Limited does not, however, guarantee the accuracy, adequacy or completeness

of any information and is not responsible for any errors or omissions and the results obtained from the use of such information. Most entities whose bank

facilities/instruments are rated by CARE Ratings Limited have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE

Ratings Limited or its subsidiaries/associates may also be involved with other commercial transactions with the entity. In case of partnership/proprietary

concerns, the rating /outlook assigned by CARE Ratings Limited is, inter-alia, based on the capital deployed by the partners/proprietor and the current

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Mr. Masood Akhtar AnsariGeneral Manager (Finance)NTPC LimitedNTPC Bhawan,SCOPE Complex, Institutional Area, Lodhi Road,New Delhi - 110003

April 13, 2022

Dear Sir/Madam,

Re: Rating Letter for non-convertible debenture (NCD) programme of NTPC Limited

This is in reference to the rating action commentary released on 30th March 2022.

India Ratings and Research (Ind-Ra) is pleased to communicate the rating of IND AAA/Stable for INR150 billion of NCDs of NTPC Limited.Out of the above, NTPC Limited has already issued NCDs of INR81.71 billion for which the details are in Annexure.

In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other sourcesIndia Ratings believes to be credible. India Ratings conducts a reasonable investigation of the factual information relied upon by it in accordancewith its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources areavailable for a given security.

The manner of India Ratings’ factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of therated security and its issuer, the requirements and practices in India where the rated security is offered and sold, the availability and nature ofrelevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such asaudit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by thirdparties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particularjurisdiction of the issuer, and a variety of other factors

Users of India Ratings’ ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that allof the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers areresponsible for the accuracy of the information they provide to India Ratings and to the market in offering documents and other reports. In issuingits ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements and attorneys withrespect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events thatby their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events orconditions that were not anticipated at the time a rating was issued or affirmed.

India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website of itscriteria and methodologies for securities of a given type. The criteria and methodology used to determine a rating action are those in effect at thetime the rating action is taken, which for public ratings is the date of the related rating action commentary. Each rating action commentary providesinformation about the criteria and methodology used to arrive at the stated rating, which may differ from the general criteria and methodology forthe applicable security type posted on the website at a given time. For this reason, you should always consult the applicable rating actioncommentary for the most accurate information on the basis of any given public rating.

Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating. Therefore, ratings are thecollective work product of India Ratings and no individual, or group of individuals, is solely responsible for a rating. All India Ratings reports haveshared authorship. Individuals identified in an India Ratings report were involved in, but are not solely responsible for, the opinions stated therein.The individuals are named for contact purposes only.

Devendra PantSenior Director

Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan orsecurity or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on theadequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accountingand/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. India Ratingsis not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal,valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratingsratings to be important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changeswith respect to the rating, to investors.

It will be important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to beappropriate. Ratings may be raised, lowered, withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or the inadequacyof information or for any other reason India Ratings deems sufficient.

Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between India Ratings and you or between IndiaRatings and any user of the ratings.

In this letter, “India Ratings” means India Ratings & Research Pvt. Ltd. and any successor in interest.

We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please email us [email protected]

Sincerely,

India Ratings

NTPCLimited 13-April-2022

Annexure: Facilities Breakup

Instrument Type ISIN Date ofIssuance

CouponRate (%) Maturity Date Size of Issue

(billion) Rating/Outlook

NCDs INE733E08189 20 April 2021 6.87 21 April 2036 INR39.96 IND AAA/Stable

NCDs INE733E08197 13 September2021

6.69 13 September2031

INR30 IND AAA/Stable

NCDs INE733E08205 20 December2021

6.74 14 April 2032 INR11.75 IND AAA/Stable

NCDs# INR68.29 IND AAA/Stable

Total INR150

# yet to be issued

NTPCLimited 13-April-2022

ICRA Limited

Ref: ICRA/NTPC Limited/19042022/1

April 19, 2022

GM Finance (Budget section)

NTPC Limited

Core-7, SCOPE Complex

Lodhi Road

New Delhi – 110 003

Dear Sir,

Re: ICRA- assigned rating for Rs. 15,000 crore Bonds programme of NTPC Limited

Please refer to your email dated April 12, 2022 for revalidating the rating for the captioned programme.

We confirm that the long- term rating of [ICRA]AAA (pronounced ICRA triple A) assigned to your

captioned programme and last communicated to you vide our letter dated February 03, 2022 stands.

The outlook on the long-term rating is Stable. Instruments with [ICRA]AAA rating indicate highest

degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit

risk.

The other terms and conditions for the rating of the captioned instrument shall remain the same as were

communicated vide our letter Ref: ICRA/NTPC Limited/10082021/10 dated August 10, 2021.

The rating(s) assigned must be understood solely as an opinion and should not be treated, or cause to

be treated, as recommendation to buy, sell, or hold the rated commercial paper Issued/availed by your

company.

We look forward to further strengthening our existing relationship and assure you of our best services.

With kind regards,

For ICRA Limited

Sabyasachi Majumdar

Senior Vice President and Group Head

[email protected]


Annexure

LIST OF ALL INSTRUMENT RATED (WITH AMOUNT OUTSTANDING)

Rated

Instrument

Series Rated

Amount (In

Crores)

Amount

Outstanding

(In Crores)

Rating

- Bonds - Proposed 6829.00 - [ICRA]AAA(stable)

INE733E08189 Bond Series 74 3996.00 3996.00 [ICRA]AAA(stable)



Total 15000.00 8171.00

Rating RationaleFebruary 28, 2022 | Mumbai

NTPC LimitedRatings Reaffirmed

Rating Action

Total Bank Loan Facilities Rated Rs.112000 CroreLong Term Rating CRISIL AAA/Stable (Reaffirmed)Short Term Rating CRISIL A1+ (Reaffirmed)

Rs.472.5 Crore Non-Convertible Debentures (includingTax-Free Bonds) CRISIL AAA/Stable (Reaffirmed)

Fixed Deposits F AAA/Stable (Reaffirmed)Rs.478 Crore (Reduced from Rs.485 Crore) Bond CRISIL AAA/Stable (Reaffirmed)Rs.48.02 Crore (Reduced from Rs.75.02 Crore) Bond CRISIL AAA/Stable (Reaffirmed)Rs.216 Crore Bond CRISIL AAA/Stable (Reaffirmed)Rs.2000 Crore Bond CRISIL AAA/Stable (Reaffirmed)Rs.904 Crore (Reduced from Rs.932 Crore) Bond CRISIL AAA/Stable (Reaffirmed)Rs.2000 Crore Bond CRISIL AAA/Stable (Reaffirmed)Rs.495 Crore Bond CRISIL AAA/Stable (Reaffirmed)Rs.2000 Crore Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)Rs.10000 Crore Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)Rs.10306.83 Crore Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)Rs.4170 Crore (Reduced from Rs.4527.5 Crore) NonConvertible Debentures CRISIL AAA/Stable (Reaffirmed)

Rs.9300 Crore (Reduced from Rs.10000 Crore) NonConvertible Debentures CRISIL AAA/Stable (Reaffirmed)

Rs.15000 Crore Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)Rs.15000 Crore Non Convertible Debentures CRISIL AAA/Stable (Reaffirmed)Rs.20100 Crore Commercial Paper CRISIL A1+ (Reaffirmed)

1 crore = 10 millionRefer to Annexure for Details of Instruments & Bank Facilities

Detailed RationaleCRISIL Ratings has reaffirmed its 'CRISIL AAA/FAAA/Stable/CRISIL A1+' ratings on the debt instruments, bank facilitiesand fixed deposit programme of NTPC Ltd (NTPC). Also, CRISIL Ratings has withdrawn its rating on bonds worth Rs1,119.50 crore (see annexure: details of rating withdrawn), in line with its withdrawal policy based on independentconfirmation of redemption of these instruments and company’s request. The ratings continue to reflect dominant position of NTPC in the power generation sector in India, strong business andfinancial risk profiles, and strategic importance to the Government of India (GoI). These strengths are partially offset byweak credit risk profiles of customers.

Analytical ApproachCRISIL Ratings has combined the business and financial risk profiles of NTPC and its subsidiaries, associate companiesand joint ventures, because of their strong operational and financial linkages. The ratings factor in the expected support from GoI. CRISIL Ratings believes NTPC will, during exigencies, receive distresssupport from the government for timely servicing of debt, considering its strategic role in meeting nearly a quarter of India’spower generation, and given GoI’s 51.10% stake in the entity as on December 31, 2021. Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.

Key Rating Drivers & Detailed Description

Strengths:Dominant position in India's power generation sectorNTPC is India's largest power generation company, accounting for 17.22% of the overall installed capacity as on March31, 2021 and 22.72% of the power generated in fiscal 2021. Consolidated installed capacity stood at 67.8 GW as ofFebruary 2021. With planned capacity addition of 12-13 GW in the next two fiscals, the company shall retain its dominantposition in the power generation sector.

Strong business risk profileNTPC’s thermal capacities are fully backed by long-term power purchase agreements (PPAs). These PPAs are based onthe classic two-part tariff structure of Central Electricity Regulatory Commission (CERC), which ensures completerecovery of fixed expenses, including debt servicing charges. It also provides for fixed return on equity, based onachievement of the normative plant availability factor (PAF) mandated by the regulator, which NTPC continues tomaintain. For fiscal 2021, the coal and gas-based plants reported PAFs of 91.43% and 95.37%, respectively (against89.67% and 93.75% in the previous fiscal), well above their respective normative levels. The PAF levels fell to 88.10%and 89.44% for coal and gas-based plants, respectively, during the first nine months of fiscal 2022, yet remained abovetheir respective normative levels and are expected to remain stable going forward.

Plant load factors (PLFs) of coal-based power plants were impacted by the disruption caused by the Covid-19 pandemicand the subsequent lockdown during the first quarter of fiscal 2021, with PLF falling to 58.22% compared to 73.91% inthe corresponding period of the previous fiscal. Thereafter, increase in power demand with easing of lockdown and pick-up in the economic activity resulted in PLFs rising to 66% in fiscal 2021 and 69% during the first nine months of fiscal2022. Cash flow was unaffected despite fall in PLFs during the pandemic, because of the presence of cost-plusregulated tariff structure, leading to recovery of costs based on the achievement of normative availability.

Healthy financial risk profileGearing is moderate while debt protection metrics are comfortable, and the liquidity is robust. Consolidated gearingincreased slightly to 1.76 times as on March 31, 2021, from 1.56 times a year earlier owing to debt raised to fundcapacity expansion. Though gearing is expected to increase further over the medium term (in line with yearly capitalexpenditure [capex] plan), it will remain comfortable as the funding mix will remain well within the stipulated norm of70:30 (as prescribed by CERC). Liquidity is aided by consolidated cash and equivalent of about Rs 10,000 crore as onSeptember 30, 2021. Though liquidity is expected to moderate due to ongoing capex, it is likely to remain healthy overthe medium term.

Strategic importance to GoINTPC has been accorded the Maharatna status. As part of its divestment plan, GoI has pared its shareholding in NTPCover the past several years. However, it remains the majority shareholder with 51.1% as on December 31, 2021. Thegovernment will continue to provide need-based financial support, through guarantees, for foreign currency borrowing.NTPC also remains strategically important to GoI as it accounts for nearly a fourth of the power generated in the country.

Weakness:

Weak credit risk profile of customersCustomers (mostly state power utilities [SPUs]), have weak credit risk profiles; thus, timely collection of receivables is akey monitorable. However, collection efficiency of NTPC has been consistent at 98-100%. Hence, receivables were lowat around 40 days over the five fiscals ended March 31, 2019. However, due to the pandemic and the ability ofdistribution companies (discoms) to pay generation companies on time being adversely impacted, receivables rose to 68days as on March 31, 2020, which subsequently eased to 59 days as on March 31, 2021 with disbursement of funds todiscoms under the Atma Nirbhar package. Receivables are expected to remain at 60 days in the near term, butcollections are improving with easing of discoms’ liquidity through higher collection. The tripartite agreement betweenNTPC, state governments and the central government enables the company to recover its dues from defaulting SPUs,via the Reserve Bank of India’s (RBI’s) devolution to state governments.

Liquidity: SuperiorExpected cash accrual of over Rs 25,000 crore per fiscal over the medium term will comfortably cover yearly debt obligationof Rs 12,500-13,000 crore. Liquidity is also supported by cash balance of about Rs 10,000 crore as on September 30, 2021,and sufficient cushion in the bank limit (bank limit of Rs 3,000 crore was utilised 50% as on December 31, 2021). Liquidity islikely to remain robust over the medium term despite the ongoing capex. Environment, social, and governance (ESG)profileCRISIL Ratings believes that NTPC’s Environment, Social, and Governance (ESG) profile supports its already strong creditrisk profile. The power sector has a significant impact on the environment owing to higher emissions, water consumption and wastegeneration. This is because of generation of conventional power involves high dependance on natural resources mainlycoal. The sector has social impact due to its nature of operations affecting local community and health hazards involved.NTPC is focused on mitigating its environmental and social risks. Key ESG highlights

NTPC has well-defined sustainability goals as per its Brighter Plan 2032 initiative. It has deployed strategies to reducethe carbon footprint. It aims for a 17% reduction in CO2 emissions/unit generated by 2032 on base of 2012.It aims to reduce SO2, NOX and particulate matter emissions by 79%, 50%, 61%, respectively by 2032 over base of2012. It is in the process of installing flue gas desulphurisation systems across its entire thermal portfolio over the nextthree years.

NTPC also plans to increase renewable capacity to 60 GW by 2032, forming 50% of its total capacity by then, comparedto ~7.7% as on March 31, 2021.Further, it aims to reduce specific water consumption by 34% by 2032 over base of 2012. Till fiscal 2021 it has reducedspecific water consumption by around 24% over 2012 levels, indicating its progress towards the target.Its loss time injury frequency rate of 0.11 in fiscal 2021, which is lower compared to peers, represents healthy employeesafety and wellbeing standards. Gender diversity is an improvement area, with around 5% of its employee being womenin fiscal 2021.The governance structure is characterised by 20% of its board comprising independent directors. However, there is nosplit in the chairman and CEO positions. It has a committee at the board level to address investor grievances and alsoput out extensive disclosures.

There is growing importance of ESG among investors and lenders. The commitment of NTPC to ESG principles will play akey role in enhancing stakeholder confidence, given its high share of market borrowing in its overall debt and access to bothdomestic and foreign capital markets.

Outlook: StableCRISIL Ratings believes NTPC will continue to maintain its dominant position in India’s power generation sector,underscoring its strategic importance to GoI. The credit risk profile will remain healthy, supported by efficient operations, aregulated tariff structure and comfortable debt protection metrics.

Rating Sensitivity factorsDownward factors

Any change in the support philosophy of GoI, with its shareholding falling below 50%Significant weakening in the operating performance of power plantsDelay in recovery of dues from customers

About the CompanyNTPC was incorporated in 1975. As on February 5, 2021, the company had installed power generation capacity of 67,832megawatt (MW), including capacity owned by subsidiaries and joint ventures. The total capacity includes 53,364 MW ofcoal-based, 6,511 MW of gas-based and 3,757 MW of hydropower plants, with the balance comprising renewable energy.The company has been conferred Maharatna status by GoI, which had shareholding of 51.1% as on December 31, 2020. For the nine months ended December 31, 2021, consolidated operating income was Rs 95,584 crore and profit after tax(PAT) was Rs 11,761 crore, against Rs 81,429 crore and Rs 10,320 crore, respectively, in the corresponding period of theprevious fiscal.

Key Financial Indicators – NTPC (consolidated; numbers adjusted by CRISIL Ratings)Particulars Unit 2021 2020Revenue Rs crore 1,12,871 1,10,482PAT Rs crore 14,852 11,783PAT margin % 13.2 10.7Adjusted debt/adjusted networth Times 1.76 1.74Interest coverage Times 4.16 4.31

Any other information: Not applicable

Note on complexity levels of the rated instrument:CRISIL Ratings' complexity levels are assigned to various types of financial instruments. The CRISIL Ratings' complexitylevels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL Ratings' complexitylevels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with querieson specific instruments.

Annexure - Details of Instrument(s)

ISIN Name ofinstrument

Date ofallotment

Couponrate (%)

Maturitydate

Issue size(Rs crore)

Complexitylevel

Ratingassigned

with outlookNA Cash credit@@ NA NA NA 1,500.00 NA CRISIL

AAA/Stable

NA Long-term loan NA NA Feb-31 69,995.52 NA CRISILAAA/Stable

NA Bankguarantee^ NA NA NA 3,492.00 NA CRISIL A1+

NA Letter of credit NA NA NA 2,328.00 NA CRISIL A1+

NA Proposed cashcredit limit NA NA NA 19,680.00 NA CRISIL

AAA/Stable

NAProposed long-term bank loan

facilityNA NA NA 15,004.48 NA CRISIL

AAA/Stable

NA Commercialpaper## NA NA 7-365

days 20,100.00 Simple CRISIL A1+

NA Fixed deposits NA NA NA NA Simple FAAA/Stable

http://www.crisil.com/complexity-levels

NANon-convertible

debentures(including tax-free bonds)#

NA NA NA 472.5 Simple CRISILAAA/Stable

NA Non-convertibledebentures# NA NA NA 2000 Simple CRISIL

AAA/Stable

NA Non-convertibledebentures# NA NA NA 1990.4 Simple CRISIL

AAA/Stable

NA Non-convertibledebentures# NA NA NA 6,829 Simple CRISIL

AAA/Stable

INE733E07KK5 Non-convertibledebentures 3-May-19 7.93 3-May-22 3056.5 Simple CRISIL

AAA/Stable

INE733E07KL3 Non-convertibledebentures 17-Jul-19 7.32 17-Jul-29 4,300.00 Simple CRISIL

AAA/Stable

INE733E08148 Non-convertibledebentures 16-Apr-20 6.55 17-Apr-23 4,374.10 Simple CRISIL

AAA/Stable

NA Non-convertibledebentures**# NA NA NA 3205 Simple CRISIL

AAA/Stable

INE733E07KE8 Bond - LXIIIssue** 23-Aug-16 7.58 23-Aug-26 800 Simple CRISIL

AAA/Stable

INE733E07KF5 Bond - LXIIIIssue** 16-Sep-16 7.47 16-Sep-26 670 Simple CRISIL

AAA/Stable

INE733E07KG3 Bond - LXIVIssue** 7-Nov-16 7.49 7-Nov-31 700 Simple CRISIL

AAA/Stable

INE733E07KI9 Bond - LXVIIssue** 14-Dec-16 7.37 14-Dec-31 3,925.00 Simple CRISIL

AAA/Stable

INE733E07JP6 Bond - LIV Issue* 25-Mar-15 8.49 25-Mar-23 2,061.37 Simple CRISIL

AAA/Stable


AAA/Stable


AAA/Stable

INE733E08130 Bond - XVIIIssue 1-May-03 8.48 1-May-23 50 Simple CRISIL

AAA/Stable

INE733E07CB1 Bond - XXVIIIssue 6-Nov-08 11.25 6-Nov-20 70 Simple CRISIL

AAA/Stable


AAA/Stable


AAA/Stable


AAA/Stable

INE733E07CM8 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-22 7 Simple CRISIL

AAA/Stable

INE733E07CN6 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-23 7 Simple CRISIL

AAA/Stable

INE733E07CO4 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-24 7 Simple CRISIL

AAA/Stable

INE733E07CP1 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-25 7 Simple CRISIL

AAA/Stable

INE733E07CQ9 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-26 7 Simple CRISIL

AAA/Stable

INE733E07CR7 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-27 7 Simple CRISIL

AAA/Stable

INE733E07CS5 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-28 7 Simple CRISIL

AAA/Stable

INE733E07CT3 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-29 7 Simple CRISIL

AAA/Stable

INE733E07CU1 Bond - XXXIIIssue 25-Mar-10 8.849 25-Mar-30 7 Simple CRISIL

AAA/Stable

INE733E07DC7 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-22 10 Simple CRISIL

AAA/Stable

INE733E07DD5 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-23 10 Simple CRISIL

AAA/Stable

INE733E07DE3 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-24 10 Simple CRISIL

AAA/Stable

INE733E07DF0 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-25 10 Simple CRISIL

AAA/Stable

INE733E07DG8 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-26 10 Simple CRISIL

AAA/Stable

INE733E07DH6 Bond - XXXIVIssue

10-Jun-10 8.71 10-Jun-27 10 Simple CRISILAAA/Stable

INE733E07DI4 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-28 10 Simple CRISIL

AAA/Stable

INE733E07DJ2 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-29 10 Simple CRISIL

AAA/Stable

INE733E07DK0 Bond - XXXIVIssue 10-Jun-10 8.71 10-Jun-30 10 Simple CRISIL

AAA/Stable

INE733E07DR5 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-22 8 Simple CRISIL

AAA/Stable

INE733E07DS3 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-23 8 Simple CRISIL

AAA/Stable

INE733E07DT1 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-24 8 Simple CRISIL

AAA/Stable

INE733E07DU9 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-25 8 Simple CRISIL

AAA/Stable

INE733E07DV7 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-26 8 Simple CRISIL

AAA/Stable

INE733E07DW5 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-27 8 Simple CRISIL

AAA/Stable

INE733E07DX3 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-28 8 Simple CRISIL

AAA/Stable

INE733E07DY1 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-29 8 Simple CRISIL

AAA/Stable

INE733E07DZ8 Bond - XXXVIssue 15-Sep-10 8.785 15-Sep-30 8 Simple CRISIL

AAA/Stable

INE733E07EG6 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-22 5 Simple CRISIL

AAA/Stable

INE733E07EH4 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-23 5 Simple CRISIL

AAA/Stable

INE733E07EI2 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-24 5 Simple CRISIL

AAA/Stable

INE733E07EJ0 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-25 5 Simple CRISIL

AAA/Stable

INE733E07EK8 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-26 5 Simple CRISIL

AAA/Stable

INE733E07EL6 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-27 5 Simple CRISIL

AAA/Stable

INE733E07EM4 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-28 5 Simple CRISIL

AAA/Stable

INE733E07EN2 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-29 5 Simple CRISIL

AAA/Stable

INE733E07EO0 Bond - XXXVIIssue 15-Dec-10 8.809 15-Dec-30 5 Simple CRISIL

AAA/Stable

INE733E07EV5 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-22 5 Simple CRISIL

AAA/Stable

INE733E07EW3 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-23 5 Simple CRISIL

AAA/Stable

INE733E07EX1 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-24 5 Simple CRISIL

AAA/Stable

INE733E07EY9 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-25 5 Simple CRISIL

AAA/Stable

INE733E07EZ6 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-26 5 Simple CRISIL

AAA/Stable

INE733E07FA6 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-27 5 Simple CRISIL

AAA/Stable

INE733E07FB4 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-28 5 Simple CRISIL

AAA/Stable

INE733E07FC2 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-29 5 Simple CRISIL

AAA/Stable

INE733E07FD0 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-30 5 Simple CRISIL

AAA/Stable

INE733E07FE8 Bond - XXXVIIIIssue 22-Mar-11 9.17 22-Mar-31 5 Simple CRISIL

AAA/Stable

INE733E07FK5 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-22 7 Simple CRISIL

AAA/Stable

INE733E07FL3 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-23 7 Simple CRISIL

AAA/Stable

INE733E07FM1 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-24 7 Simple CRISIL

AAA/Stable

INE733E07FN9 Bond - XXXIXIssue

9-Jun-11 9.39 9-Jun-25 7 Simple CRISILAAA/Stable

INE733E07FO7 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-26 7 Simple CRISIL

AAA/Stable

INE733E07FP4 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-27 7 Simple CRISIL

AAA/Stable

INE733E07FQ2 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-28 7 Simple CRISIL

AAA/Stable

INE733E07FR0 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-29 7 Simple CRISIL

AAA/Stable

INE733E07FT6 Bond - XXXIXIssue 9-Jun-11 9.39 9-Jun-31 7 Simple CRISIL

AAA/Stable

INE733E07FZ3 Bond - XL Issue 29-Jul-11 9.558 29-Jul-22 5 Simple CRISILAAA/Stable

INE733E07GA4 Bond - XL Issue 29-Jul-11 9.558 29-Jul-23 5 Simple CRISILAAA/Stable

INE733E07GB2 Bond - XL Issue 29-Jul-11 9.558 29-Jul-24 5 Simple CRISILAAA/Stable

INE733E07GC0 Bond - XL Issue 29-Jul-11 9.558 29-Jul-25 5 Simple CRISILAAA/Stable

INE733E07GD8 Bond - XL Issue 29-Jul-11 9.558 29-Jul-26 5 Simple CRISILAAA/Stable

INE733E07GE6 Bond - XL Issue 29-Jul-11 9.558 29-Jul-27 5 Simple CRISILAAA/Stable

INE733E07GF3 Bond - XL Issue 29-Jul-11 9.558 29-Jul-28 5 Simple CRISILAAA/Stable

INE733E07GG1 Bond - XL Issue 29-Jul-11 9.558 29-Jul-29 5 Simple CRISILAAA/Stable

INE733E07GH9 Bond - XL Issue 29-Jul-11 9.558 29-Jul-30 5 Simple CRISILAAA/Stable

INE733E07GI7 Bond - XL Issue 29-Jul-11 9.558 29-Jul-31 5 Simple CRISILAAA/Stable

INE733E07GO5 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-22 5 Simple CRISILAAA/Stable

INE733E07GP2 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-23 5 Simple CRISILAAA/Stable

INE733E07GQ0 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-24 5 Simple CRISILAAA/Stable

INE733E07GR8 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-25 5 Simple CRISILAAA/Stable

INE733E07GS6 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-26 5 Simple CRISILAAA/Stable

INE733E07GT4 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-27 5 Simple CRISILAAA/Stable

INE733E07GU2 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-28 5 Simple CRISILAAA/Stable

INE733E07GV0 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-29 5 Simple CRISILAAA/Stable

INE733E07GW8 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-30 5 Simple CRISILAAA/Stable

INE733E07GX6 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-31 5 Simple CRISILAAA/Stable

INE733E07GY4 Bond - XLIIIssue 25-Jan-12 9 25-Jan-23 100 Simple CRISIL

AAA/Stable

INE733E07GZ1 Bond - XLIIIssue 25-Jan-12 9 25-Jan-24 100 Simple CRISIL

AAA/Stable

INE733E07HA2 Bond - XLIIIssue 25-Jan-12 9 25-Jan-25 100 Simple CRISIL

AAA/Stable

INE733E07HB0 Bond - XLIIIssue 25-Jan-12 9 25-Jan-26 100 Simple CRISIL

AAA/Stable

INE733E07HC8 Bond - XLIIIssue 25-Jan-12 9 25-Jan-27 100 Simple CRISIL

AAA/Stable

INE733E07HH7 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-22 5 Simple CRISIL

AAA/Stable

INE733E07HI5 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-23 5 Simple CRISIL

AAA/Stable

INE733E07HJ3 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-24 5 Simple CRISIL

AAA/Stable

INE733E07HK1 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-25 5 Simple CRISIL

AAA/Stable

INE733E07HL9 Bond - XLIIIIssue

2-Mar-12 9.257 2-Mar-26 5 Simple CRISILAAA/Stable

INE733E07HM7 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-27 5 Simple CRISIL

AAA/Stable

INE733E07HN5 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-28 5 Simple CRISIL

AAA/Stable

INE733E07HO3 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-29 5 Simple CRISIL

AAA/Stable

INE733E07HP0 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-30 5 Simple CRISIL

AAA/Stable

INE733E07HQ8 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-31 5 Simple CRISIL

AAA/Stable

INE733E07HR6 Bond - XLIIIIssue 2-Mar-12 9.257 2-Mar-32 5 Simple CRISIL

AAA/Stable

INE733E07HS4 Bond - XLIVIssue 4-May-12 9.25 4-May-23 100 Simple CRISIL

AAA/Stable

INE733E07HT2 Bond - XLIVIssue 4-May-12 9.25 4-May-24 100 Simple CRISIL

AAA/Stable

INE733E07HU0 Bond - XLIVIssue 4-May-12 9.25 4-May-25 100 Simple CRISIL

AAA/Stable

INE733E07HV8 Bond - XLIVIssue 4-May-12 9.25 4-May-26 100 Simple CRISIL

AAA/Stable

INE733E07HW6 Bond - XLIVIssue 4-May-12 9.25 4-May-27 100 Simple CRISIL

AAA/Stable

INE733E07IB8 Bond - XLVIssue 16-May-12 9.438 16-May-

22 5 Simple CRISILAAA/Stable

INE733E07IC6 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07ID4 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IE2 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IF9 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IG7 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IH5 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07II3 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IJ1 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IK9 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IL7 Bond - XLVIssue 16-May-12 9.438 16-May-


INE733E07IQ6 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-22 5 Simple CRISIL

AAA/Stable

INE733E07IR4 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-23 5 Simple CRISIL

AAA/Stable

INE733E07IS2 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-24 5 Simple CRISIL

AAA/Stable

INE733E07IT0 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-25 5 Simple CRISIL

AAA/Stable

INE733E07IU8 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-26 5 Simple CRISIL

AAA/Stable

INE733E07IV6 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-27 5 Simple CRISIL

AAA/Stable

INE733E07IW4 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-28 5 Simple CRISIL

AAA/Stable

INE733E07IX2 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-29 5 Simple CRISIL

AAA/Stable

INE733E07IY0 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-30 5 Simple CRISIL

AAA/Stable

INE733E07IZ7 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-31 5 Simple CRISIL

AAA/Stable

INE733E07JA8 Bond - XLVIIssue 20-Jul-12 9.347 20-Jul-32 5 Simple CRISIL

AAA/Stable

INE733E07JB6 Bond - XLVIIIssue 4-Oct-12 8.84 4-Oct-22 390 Simple CRISIL

AAA/Stable

INE733E07JC4 Bond - XLVIIIIssue

7-Mar-13 8.73 7-Mar-23 300 Simple CRISILAAA/Stable

INE733E07JD2 Bond - XLIXIssue 4-Apr-13 8.8 4-Apr-23 200 Simple CRISIL

AAA/Stable

INE733E07JE0 Bond - L-1AIssue 16-Dec-13 8.41 16-Dec-23 488.03 Simple CRISIL

AAA/Stable

INE733E07JF7 Bond - L-2AIssue 16-Dec-13 8.48 16-Dec-28 249.95 Simple CRISIL

AAA/Stable

INE733E07JG5 Bond - L-3AIssue 16-Dec-13 8.66 16-Dec-33 312.03 Simple CRISIL

AAA/Stable

INE733E07JH3 Bond - L-1BIssue 16-Dec-13 8.66 16-Dec-23 208.64 Simple CRISIL

AAA/Stable

INE733E07JI1 Bond - L-2BIssue 16-Dec-13 8.73 16-Dec-28 91.39 Simple CRISIL

AAA/Stable

INE733E07JJ9 Bond - L-3BIssue 16-Dec-13 8.91 16-Dec-33 399.97 Simple CRISIL

AAA/Stable

INE733E07JK7 Bond - LI-AIssue 4-Mar-14 8.19 4-Mar-24 75 Simple CRISIL

AAA/Stable

INE733E07JL5 Bond - LI-BIssue 4-Mar-14 8.63 4-Mar-29 105 Simple CRISIL

AAA/Stable

INE733E07JM3 Bond - LI-CIssue 4-Mar-14 8.61 4-Mar-34 320 Simple CRISIL

AAA/Stable

INE733E07JN1 Bond - LII Issue 24-Mar-14 9.34 24-Mar-24 750 Simple CRISILAAA/Stable

INE733E07JO9 Bond - LIII Issue 22-Sep-14 9.17 22-Sep-24 1,000.00 Simple CRISILAAA/Stable

INE733E07JQ4 Bond - LV Issue 21-Aug-15 7.15 21-Aug-25 300 Simple CRISILAAA/Stable

INE733E07JR2 Bond - LVI-1AIssue 5-Oct-15 7.11 5-Oct-25 108.38 Simple CRISIL

AAA/Stable

INE733E07JS0 Bond - LVI-2AIssue 5-Oct-15 7.28 5-Oct-30 129.05 Simple CRISIL

AAA/Stable

INE733E07JT8 Bond - LVI-3AIssue 5-Oct-15 7.37 5-Oct-35 182.58 Simple CRISIL

AAA/Stable

INE733E07JU6 Bond - LVI-1BIssue 5-Oct-15 7.36 5-Oct-25 65.96 Simple CRISIL

AAA/Stable

INE733E07JV4 Bond - LVI-2BIssue 5-Oct-15 7.53 5-Oct-30 48.3 Simple CRISIL

AAA/Stable

INE733E07JW2 Bond - LVI-3BIssue 5-Oct-15 7.62 5-Oct-35 165.74 Simple CRISIL

AAA/Stable

INE733E07JX0 Bond - LVIIIssue 15-Dec-15 8.19 15-Dec-25 500 Simple CRISIL

AAA/Stable

INE733E07KA6 Bond - LX Issue 5-May-16 8.05 5-May-26 1,000.00 Simple CRISILAAA/Stable

INE733E07KC2 Bond - LXI Issue 27-May-16 8.1 27-May-26 357.5 Simple CRISIL

AAA/Stable

INE733E07KD0 Bond - LXI Issue 27-May-16 8.1 27-May-31 357.5 Simple CRISIL

AAA/Stable

INE733E07KJ7 Bond - LXVIIIssue 15-Jan-19 8.3 15-Jan-29 4,000.00 Simple CRISIL

AAA/StableINE733E07FS8 Bonds 9-Jun-11 9.39 9-Jun-30 7.00 Simple CRISIL AAA

INE733E08155 Bonds 31-Jul-20 6.29 11-Apr-31 1,000.00 Simple CRISILAAA/Stable

INE733E08163 Bonds 15-Oct-20 5.45 15-Oct-25 4,000.00 Simple CRISILAAA/Stable

INE733E08171 Bonds 27-Jan-21 6.43 27-Jan-31 2,500.00 Simple CRISILAAA/Stable

INE733E08189 Non-convertibledebentures& 20-Apr-21 6.87 21-Apr-36 3,996.00 Simple CRISIL

AAA/Stable

INE733E08197 Non-convertibledebentures& 13-Sep-21 6.69 13-Sep-31 3,000.00 Simple CRISIL

AAA/Stable

INE733E08205 Non-convertibledebentures& 20-Dec-21 6.74 14-Apr-32 1,175.00 Simple CRISIL

AAA/Stable*Refers to Rs 10,306.8305 crore bonus debentures to be issued by NTPC to mark its 40th year of operations. The debentures have a 10-year tenor with repayments in the 8th, 9th, and 10th years, and will carry interest at the government securities (G-Sec) rate plus 50 basispoints.**CRISIL Ratings has rated Rs 10,000 crore of non-convertible debentures, against which the company has issued bond series LXII,LXIII, LXIV, LXV and LXVI&CRISIL Ratings has rated Rs 15,000 crore of non-convertible debentures, against which the company has issued non-convertibledebentures of Rs 8,171 crore so far

#Yet to be issued^Interchangeable with working capital demand loan (WCDL), packing credit in foreign currency (PCFC), short-term loan, buyers credit@@Against cash credit limit of Rs 3,000 crore, Rs 1,500 crore utilized in the form of CP (through consortium banks) as per RBIguidelines.## Rs 18,600 crore + Rs 1,500 crore against cash credit limit in terms of RBI circular Annexure - Details of rating withdrawn

ISIN Name of instrument Date ofallotment

Couponrate (%)

Maturitydate

Issue size(Rs crore) Complexity level

INE733E07KH1 Bond - LXV Issue** 24-Nov-16 6.72 24-Nov-21 700 SimpleINE733E07CL0 Bond - XXXII Issue 25-Mar-10 8.849 25-Mar-21 7 SimpleINE733E07DB9 Bond - XXXIV Issue 10-Jun-10 8.71 10-Jun-21 10 SimpleINE733E07DQ7 Bond - XXXV Issue 15-Sep-10 8.785 15-Sep-21 8 SimpleINE733E07EF8 Bond - XXXVI Issue 15-Dec-10 8.809 15-Dec-21 5 SimpleINE733E07EU7 Bond - XXXVIII Issue 22-Mar-11 9.17 22-Mar-21 5 SimpleINE733E07FJ7 Bond - XXXIX Issue 9-Jun-11 9.39 9-Jun-21 7 SimpleINE733E07FY6 Bond - XL Issue 29-Jul-11 9.558 29-Jul-21 5 SimpleINE733E07IA0 Bond - XLV Issue 16-May-12 9.438 16-May-21 5 SimpleINE733E07IP8 Bond - XLVI Issue 20-Jul-12 9.347 20-Jul-21 5 SimpleINE733E07KB4 Bond - LXI Issue 27-May-16 8.1 27-May-21 357.5 SimpleINE733E07GN7 Bond - XLI Issue 23-Dec-11 9.671 23-Dec-21 5 Simple

Annexure – List of entities consolidatedNames of entities consolidated Extent of consolidation Rationale for consolidationNTPC Electric Supply Company Ltd Full Strong operational and financial

linkages

NTPC Vidyut Vyapar Nigam Ltd Full Strong operational and financiallinkages

Kanti Bijlee Utpadan Nigam Ltd Full Strong operational and financiallinkages

Bhartiya Rail Bijlee Company Ltd Full Strong operational and financiallinkages

Patratu Vidyut Utpadan Nigam Ltd Full Strong operational and financiallinkages

Utility Powertech Ltd Equity method Proportionate consolidationNTPC ' GE Power Services Pvt Ltd Equity method Proportionate consolidationNTPC-SAIL Power Company Ltd Equity method Proportionate consolidationNTPC Tamil Nadu Energy Company Ltd Equity method Proportionate consolidationKonkan LNG Pvt Ltd Equity method Proportionate consolidationAravali Power Company Pvt Ltd Equity method Proportionate consolidationNTPC-BHEL Power Projects Pvt Ltd Equity method Proportionate consolidationMeja Urja Nigam Pvt Ltd Equity method Proportionate consolidationBF-NTPC Energy Systems Ltd Equity method Proportionate consolidationNabinagar Power Generating Co Pvt Ltd Equity method Proportionate consolidationTransformers & Electricals Kerala Ltd Equity method Proportionate consolidationNational High Power Test Laboratory Pvt Ltd Equity method Proportionate consolidationEnergy Efficiency Services Ltd Equity method Proportionate consolidationCIL NTPC Urja Pvt Ltd Equity method Proportionate consolidationAnushakti Vidhyut Nigam Ltd Equity method Proportionate consolidationHindustan Urvarak & Rasayan Ltd Equity method Proportionate consolidationTrincomalee Power Company Ltd Equity method Proportionate consolidationBangladesh-India Friendship Power Company PvtLtd Equity method Proportionate consolidation

Annexure - Rating History for last 3 Years

Current 2022 (History) 2021 2020 2019 Start of2019

Instrument Type OutstandingAmount Rating Date Rating Date Rating Date Rating Date Rating Rating

Fund BasedFacilities LT 106180.0 CRISIL

AAA/Stable -- 26-03-21 CRISILAAA/Stable 06-08-20 CRISIL

AAA/Stable 29-11-19 CRISILAAA/Stable

CRISILAAA/Stable

-- -- -- 31-03-20 CRISILAAA/Stable 05-07-19 CRISIL

AAA/Stable --


AAA/Stable --

-- -- -- -- 13-03-19 CRISILAAA/Stable --

Non-FundBasedFacilities

ST 5820.0 CRISILA1+ -- 26-03-21 CRISIL

A1+06-08-20 CRISIL

A1+29-11-19 CRISIL

A1+CRISIL

A1+

-- -- -- 31-03-20 CRISILA1+ 05-07-19 CRISIL

A1+CRISIL

A1+

-- -- -- 12-03-20 CRISILA1+ 26-03-19 CRISIL

A1+ --

-- -- -- -- 13-03-19 CRISILA1+ --

Bond LT 6141.02 CRISILAAA/Stable -- 26-03-21 CRISIL

AAA/Stable 06-08-20 CRISILAAA/Stable 29-11-19 CRISIL

AAA/StableCRISIL

AAA/Stable


AAA/Stable --


AAA/Stable --


CommercialPaper ST 20100.0 CRISIL

A1+ -- 26-03-21 CRISILA1+ 06-08-20 CRISIL

A1+ 29-11-19 CRISILA1+

CRISILA1+

-- -- -- 31-03-20 CRISILA1+ 05-07-19 CRISIL

A1+ --

-- -- -- 12-03-20 CRISILA1+ 26-03-19 CRISIL

A1+ --

-- -- -- -- 13-03-19 CRISILA1+ --

FixedDeposits LT 0.0 F

AAA/Stable -- 26-03-21 FAAA/Stable 06-08-20 F

AAA/Stable 29-11-19 FAAA/Stable

FAAA/Stable

-- -- -- 31-03-20 FAAA/Stable 05-07-19 F

AAA/Stable --

-- -- -- 12-03-20 FAAA/Stable 26-03-19 F

AAA/Stable --

-- -- -- -- 13-03-19 FAAA/Stable --

NonConvertibleDebentures

LT 65776.83 CRISILAAA/Stable -- 26-03-21 CRISIL


AAA/StableCRISIL

AAA/Stable


AAA/Stable --


AAA/Stable --


Non-ConvertibleDebentures(includingTax-FreeBonds)

LT 472.5 CRISILAAA/Stable -- 26-03-21 CRISIL


AAA/StableCRISIL

AAA/Stable


AAA/Stable --


AAA/Stable --


Short TermDebt(IncludingCommercialPaper)

ST -- -- -- -- -- Withdrawn

All amounts are in Rs.Cr.

Annexure - Details of Bank Lenders & FacilitiesFacility Amount (Rs.Crore) Rating

Bank Guarantee^ 3067 CRISIL A1+






Cash Credit@@ 1000 CRISIL AAA/Stable

Cash Credit 500 CRISIL AAA/Stable

Letter of Credit 2078 CRISIL A1+Letter of Credit 125 CRISIL A1+Letter of Credit 80 CRISIL A1+Letter of Credit 18 CRISIL A1+Letter of Credit 10 CRISIL A1+Letter of Credit 5 CRISIL A1+Letter of Credit 5 CRISIL A1+Letter of Credit 5 CRISIL A1+Letter of Credit 2 CRISIL A1+

Long Term Loan 26279.17 CRISIL AAA/StableLong Term Loan 22611.11 CRISIL AAA/StableLong Term Loan 5950.32 CRISIL AAA/StableLong Term Loan 5200 CRISIL AAA/StableLong Term Loan 3400 CRISIL AAA/StableLong Term Loan 2731 CRISIL AAA/StableLong Term Loan 1500 CRISIL AAA/StableLong Term Loan 906.79 CRISIL AAA/StableLong Term Loan 832.22 CRISIL AAA/StableLong Term Loan 500 CRISIL AAA/StableLong Term Loan 49.91 CRISIL AAA/StableLong Term Loan 35 CRISIL AAA/Stable

Proposed Cash Credit Limit 19680 CRISIL AAA/StableProposed Long Term Bank Loan

Facility 15004.48 CRISIL AAA/Stable

^Interchangeable with Working Capital demand Loan (WCDL), Packing Credit in Foreign Currency (PCFC), Short Term Loan, Buyers Credit@@Against cash credit limit of Rs. 3000 crore, Rs. 1500 crore utilized in the form of CP (through SBI) as per RBI guidelines

Criteria Details

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India Ratings Affirms NTPC & its NCDs at ‘INDAAA’/Stable

Mar 30, 2022 | Power

India Ratings and Research (Ind-Ra) has affirmed NTPC Limited’s Long-Term Issuer Rating at ‘IND AAA’ with a StableOutlook and Short-Term Issuer Rating at ‘IND A1+’. The instrument-wise rating actions are as follows:

Instrument Type Date ofIssuance

CouponRate

MaturityDate

Size of Issue(billion)

Rating/Outlook RatingAction

Non-convertibledebentures (NCDs)*

- - - INR300 IND AAA/Stable Affirmed

Term loan - - March 2036 INR850 IND AAA/Stable Affirmed

Fund-based workingcapital limits@

- - - INR35 IND AAA/Stable/IND A1+ Affirmed

Non-fund-basedworking capital limits


Proposed workingcapital limits


Commercial paper (CP) - - 7-365 days INR201 IND A1+ Affirmed

*Details in Annexure@ interchangeability of INR5 billion to fund-based limit from non-fund based. @ of INR35 billion, INR21 billion may be utilised in the form of CP as per the Reserve Bank of India’s guidelines

https://www.indiaratings.co.in/login

Analytical Approach : Ind-Ra continues to take a consolidated view of NTPC and its subsidiaries and jointventures (https://indiaratings.co.in/data/Uploads/Others/Subs/NTPC%20-%20List%20of%20Subsidiaries%20and%20Joint%20Ventures.pdf) , together referred to as the group, for arriving at theratings, on account of strong legal, strategic and operational linkages among them.

Key Rating Drivers

Strong Business Profile: The ratings continue to factor in NTPC’s strong dominant position in the Indian power sector

with 23% share in FY21 (FY20: 21%, FY19: 22%) in the overall generation and 26% share (25%, 24%) in coal-based

thermal capacity with a consolidated capacity of 65GW (62GW, 55.8GW).

The ratings are further supported by (i) NTPC operating on a cost-plus-regulated equity model, which allows a healthy

return-on-equity, and recovery of reasonable costs and pass-through of foreign exchange variation; (ii) the presence of

long-term power purchase agreements (PPAs) with the off-takers; (iii) competitive cost of generation, given the

operational efficiencies; (iv) adequate availability of domestic coal on account of fuel-supply agreements, along with the

commencement of captive coal mining operations; (v) presence of tri-partite arrangements (TPAs) with off-takers, which

ensure timely payment receipts; and (vi) geographical and fuel-source diversification – coal (82%), gas (10%), hydro

(6%) and renewable (2%).

NTPC’s regulatory equity increased to INR663 billion at FYE21 (FYE20: INR618 billion) and the agency expects it to

increase further to around INR900 billion by FYE24.

Strong Linkages with the GoI: NTPC is a strategically-important vehicle for furthering the government of India’s (GoI)

objectives in the power sector. As on 31 December 2021, the GoI held the majority stake in NTPC (51.1%), although its

overall holding has reduced gradually from 63% in FY17. The board and the senior management at NTPC are appointed

by the GoI and the company is strategically important to the government. Additionally, the GoI had guaranteed NTPC’s

INR19 billion of foreign currency loans at FYE20 (FYE19: INR18.9 billion). Furthermore, if NTPC’s standalone rating is

downgraded below the GoI’s sovereign rating, the agency could factor into the ratings the support due to the GoI’s

ownership and NTPC’s strategic importance to the GoI.

During FY21, NTPC provided rebate (INR13.6 billion) and deferment of capacity charges (INR21 billion) to distribution

companies (discoms) amid the COVID-19-led economic disruption on the directives of GoI.

Liquidity Indicator – Adequate: NTPC’s on-balance sheet liquidity remains adequate with unencumbered cash

balances of INR34.4 billion at FYE21 (FYE20: INR16.5 billion). Furthermore, the liquidity is supported by (i) the sanctioned

fund-based working capital limits of INR30 billion with around 50% utilisation for the 12 months ended February 2022; (ii)

its high financial flexibility, given its ability to raise CPs at competitive rates due to its longstanding relationships in the

domestic banking system and capital markets; (iii) healthy cash flow from operations after interest payment of INR268

billion in FY21 (FY20: INR112 billion), and (iv) the competitive cost of borrowing with 6.24% average borrowing cost in

FY21 (6.81%) at the standalone level.

https://indiaratings.co.in/data/Uploads/Others/Subs/NTPC%20-%20List%20of%20Subsidiaries%20and%20Joint%20Ventures.pdf

However, the group’s liquidity remains dependent on the dividend/buybacks/bonus debenture issues, along with capex

including acquisitions and investments in joint ventures. The combination of high capex and dividend payouts has led to

the group reporting continued negative free cash flow, and thereby the increase in the debt to INR2,124 billion at FYE21

(FYE20: INR2,030 billion). NTPC completed the share buyback worth INR22.75 billion in December 2020. The agency

believes the company’s capex plans of INR210 billion-250 billion would continue to lead to a negative free cash flow in the

medium term. NTPC has annual debt repayments of INR129 billion in FY22 and INR148 billion in FY23. NTPC has also tied

up long-term loans for its ongoing capex of up to INR150 billion and has access to capital markets for its future debt

requirements. The management does not envisage any major refinancing requirement in FY21-FY23; although in case of

any major increase in receivables, the short-term borrowings could increase.

Improvement in PLFs, Plant availability maintained: The plant load factor (PLF) of NTPC’s coal-based plants

improved in 9MFY22 to 69% (FY21: 66%) amid power demand improvement. However, NTPC maintained a healthy plant

availability factor for coal-based plants, which remained at 88% for 9MFY22 (FY21: 89.7%) above the normative level for

coal-based and gas-based plants, thus ensuring fixed cost recovery, despite a decline in the PLF. Consequently, NTPC’s

fixed-cost under-recovery increased to INR6 billion in FY21 (FY20: INR2.5 billion).. NTPC’s average selling price declined

to INR3.77/kWh in FY21 (FY20: 3.9/kWh), driven by a decline in fuel cost. Ind-Ra expects the fixed cost per unit to

increase in the medium term as NTPC commissions a bulk of its capital works in progress (CWIP) over FY20-FY23 and

because of an incremental capex requirement for meeting the flue-gas desulfurisation (FGD) requirements in 64.85GW of

the consolidated capacity, of which orders for 58.9GW had already been placed as of FY20. However, NTPC continues to

benefit from its fuel tie-ups with Coal India Limited and captive coal production from its Pakri Barwadih (Jharkhand) and

Dulanga (Odisha) mines. NTPC produced 11 million metric tonnes (mmt) of captive coal in FY21 (FY20: 11.2mmt).

Counterparty Risk: NTPC’s debtors declined to INR177 billion in FY21 (FY20: INR203 billion), given the receipts from

liquidity schemes announced by the GoI for discoms. Although given the weak financial positions of the discoms, the risk

remains for increase in debtors in the future. Ind-Ra, however, takes comfort from NTPC’s 100% collection efficiency since

FY04 post the one-time settlement scheme in 2003; a payment security mechanism in the form of a letter of credit backed

by a TPA; NTPC’s ability to regulate power, and the presence of late-payment surcharge that ensures there is no economic

loss on delayed payments (FY21: INR33.2 billion, FY20: INR16 billion).

Net Leverage to Improve Gradually: NTPC’s consolidated net leverage (net debt/EBITDA) remained at 5.6x, in FY21

(FY20: 5.3x). Its EBITDA remained largely stable at INR377 billion in FY21 (FY20: INR383 billion). The marginal decline

was on account of rebate offered due to the COVID-19 pandemic; although, the overall commercial capacity increased by

3.8GW in FY21 to 64.5GW. However, Ind-Ra believes the net leverage will reduce gradually over FY22-FY24 as the

financial profile of NTPC is on an improving trend, given no rebates offered in FY22 and the expected capacity

commissioning of under construction projects over FY22-FY24, a meaningful reduction in CWIP to gross block ratio, a

decline in proportion of under construction to operational capacity, future investments in renewable projects with low

gestation period and no further thermal projects, better than industry PLFs and PAFs, healthy coal linkages and the

company’s ability to manage counterparty risks well. Despite the high net leverage, NTPC’s regulated cost-plus return on

equity model provides sufficient cash flow predictability, thus allowing the business to have a higher leverage than its

category medians.

Standalone Performance: At the standalone level, NTPC reported revenue of INR992 billion in FY21 (FY20: INR977

billion), EBITDA of INR286 billion (INR271 billion), interest coverage (EBITDA/gross interest expense) of 3.6x (4.0x) and

net leverage of 6.0x (6.2x).

Rating Sensitivities

Negative: Higher-than-expected capex, a significant deterioration in collection efficiency and unfavourable

regulatory developments could result in a negative rating action. However, the agency at that time could factor in

the strategic importance of the entity for the GoI. If the ratings were to see a downgrade higher than two notches,

only in such circumstance the final rating see a downward revision.

ESG Issues

ESG Factors Minimally Relevant to Rating: Unless otherwise disclosed in this section, the ESG issues are

credit neutral or have only a minimal credit impact on NTPC, due to either their nature or the way in which they are

being managed by the entity. For more information on Ind-Ra’s ESG Relevance Disclosures, please click here

(https://www.indiaratings.co.in/PressRelease?pressReleaseID=56916) . For answers to frequently asked questions

regarding ESG Relevance Disclosures and their impact on ratings, please click here

(https://www.indiaratings.co.in/PressRelease?pressReleaseID=57016) .

Company Profile

NTPC is engaged in the construction and operation of power plants in India. The company owns and operates

62GW directly and through joint ventures.

CONSOLIDATED FINANCIAL SUMMARY

Particulars 9MFY22 FY21 FY20

Revenue (INR billion) 968.6 1,167 1,094

EBITDA (INR billion) 301.3 376 383

EBITDA margin (%) 31.1 32 33

Gross interest coverage (x) 4.4 4.1 4.7

Net leverage (x) n.a. 5.5 5.3

Source: Ind-Ra, NTPC

Contact

https://www.indiaratings.co.in/PressRelease?pressReleaseID=56916

https://www.indiaratings.co.in/PressRelease?pressReleaseID=57016

Primary Analyst Nitin Bansal Associate Director India Ratings and Research Pvt Ltd DLF Epitome, Level 16, Building No. 5, Tower B DLF Cyber City, Gurugram Haryana - 122002 0124 6687290 For queries, please contact: [email protected] (mailto:[email protected])

Secondary Analyst Bhanu Patni Senior Analyst 0124 6687276

Chair Person Mahaveer Jain Director +91 80 46666817

Media Relation Ankur Dahiya Manager – Corporate Communication +91 22 40356121

Solicitation Disclosures

Additional information is available at www.indiaratings.co.in. The ratings above were solicited by, or on behalf of, theissuer, and therefore, India Ratings has been compensated for the provision of the ratings.

Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make orhold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan orsecurity or any issuer.

Rating History

Instrument Type Current Rating/Outlook

Rating Type Rated Limits (billion) Rating 31 March 2

Issuer rating Long-term/Short-term - IND AAA/Stable/IND A1+ IND AAA/Stable/

NCDs Long-term INR300 IND AAA/Stable IND AAA/St

Fund-based working capital limits Long-term/Short-term INR35 IND AAA/Stable/IND A1+ IND AAA/Stable/

Non-fund-based working capital limits Long-term/Short-term INR55 IND AAA/Stable/IND A1+ IND AAA/Stable/

Proposed working capital limits Long-term/Short-term INR180 IND AAA/Stable/IND A1+ IND AAA/Stable/

CP Short-term INR201 IND A1+ IND A1+

Term loans Long-term INR850 IND AAA/Stable IND AAA/St

Annexure

rument Type ISIN Date of Issuance Coupon Rate (%) Maturity Date Size of Issue (billion) Rating/O


NCDs INE733E08148 16 April 2020 6.55 17 April 2023 INR43.74 IND AAA

NCDs INE733E08155

31 July 2020 6.29 11 April 2031 INR10.00 IND AAA

NCDs INE733E08163 15 October 2020 5.45 15 October 2025 INR40 IND AAA

NCDs INE733E08171 27 January 2021 6.43 27 January 2031 INR25 IND AAA

NCDs INE733E08189 20 April 2021 6.87 21 April 2036 INR39.96 IND AAA

NCDs INE733E08197 13 September 2021 6.69 13 September 2031 INR30 IND AAA

NCDs INE733E08205 20 December 2021 6.74 14 April 2032 INR11.75 IND AAA

NCDs# INR99.55 IND AAA

Total INR300

o be issued

Complexity Level of Instruments

Instrument Type Complexity Indicator

Term loan Low

NCDs Low

Fund-based working capital limits Low

Non-fund-based working capital limits Low

Proposed working capital limits Low

CP Low

For details on the complexity level of the instruments, please visit https://www.indiaratings.co.in/complexity-indicators(https://www.indiaratings.co.in/complexity-indicators).

D I S C L A I M E R

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1 CARE Ratings Limited

Press Release

NTPC Limited July 01, 2021

Ratings

Facilities/Instruments Amount

(Rs. crore) Ratings Rating Action

Long Term Bank Facilities 1,06,000.00

(Reduced from 1,06,500.00) CARE AAA; Stable

(Triple A; Outlook: Stable) Reaffirmed

Short Term Bank Facilities 6,000.00

(Enhanced from 5,500.00) CARE A1+

(A One Plus ) Reaffirmed

Total Bank Facilities 1,12,000.00

(Rs. One Lakhs Twelve Thousand Crore Only)

Long Term Bonds Outstanding 50,380.43 CARE AAA; Stable


Long Term Instruments-Bond Programme#

15,000.00 CARE AAA; Stable


Total Long Term Instruments 65,380.43

(Rs. Sixty-Five Thousand Three Hundred Eighty Crore and Forty-Three Lakhs Only)

Commercial Paper 18,000.00 CARE A1+

(A One Plus) Reaffirmed

Commercial Paper (Carved out)*

2,100.00 CARE A1+

(A One Plus) Reaffirmed

Total Short Term Instruments 20,100.00

(Rs. Twenty Thousand One Hundred Crore Only)

#includes current outstanding of Rs.3,996.00 crore *carved out of sanctioned working capital limits of the company Details of instruments/facilities in Annexure-1 Detailed Rationale & Key Rating Drivers The reaffirmation of rating assigned to the long term bank facilities/instruments and short term bank facilities/instruments of NTPC continues to factor in the dominant position of the NTPC group as India’s largest power producer, NTPC’s majority ownership by and strategic importance for the Government of India (GoI), the geographic diversity of its operations with diversifying fuel mix and favourable Government policies. The ratings also factor in NTPC’s consistently healthy operating performance with its plant load factor (PLF) remaining higher than all India average PLF. The group’s profitability continues to be robust on the back of firm long-term power purchase agreements (PPAs) backed by a cost-plus tariff structure, thereby ensuring adequate recovery of return on equity for the thermal/ hydro plants and long-term fuel supply arrangements for its projects. The ratings further derive strength from the group’s comfortable financial risk profile marked by comfortable profitability and debt coverage indicators. The ratings take cognizance of the risks associated with the implementation of its large debt-funded projects and relatively weak financial health of its power offtakers. Rating Sensitivities Negative Factors- Factors that could lead to negative rating action/downgrade:

Significant delay in the receipt of payment from counterparties leading to average collection period of more than 120 days

Any adverse change in the regulatory environment of power generation sector

Material reduction in the sovereign ownership below 50% Detailed description of the key rating drivers Key Rating Strengths Majority ownership by GoI and Maharatna status The GoI continues to hold a majority stake (51.1% as on March 31, 2021) in NTPC, despite declining steadily over the years. The GoI provide adequate operational and other need-based implicit support. The GoI is instrumental in appointment of the board and the senior management as well as set its business plan. Also the GoI holding increases the financial flexibility in terms of borrowing from overseas debt market. NTPC was accorded the Maharatna status, a status that provides greater


Press Release

autonomy to central public sector enterprises (CPSEs) in their investment and capital expenditure decisions. Also, NTPC is strategically important for the GoI for targeted capacity addition programme under the Central Government sector and implementation of various Central Government schemes. Established position as the largest power generator group in the country NTPC is the largest power generating company of India with an aggregate group installed capacity of 65.8 GW as on March 31, 2021, constituting 17.2% of India’s total installed capacity. It accounted for more than 1/5th of the total generation in India in FY21. The group is a major player in coal-based thermal generation in India. Over the years, the share of coal-based thermal capacity of the group out of total capacity of coal-based thermal plants in India has increased. Besides, it is well diversified in terms of customer base, type of fuel used for generation and geographical spread of its capacity. Cost-plus PPAs assuring stable return and cash flow NTPC group’s electricity charges are determined by CERC for majority of its power stations. The tariff is on cost-plus basis. The capacity charges are recoverable in full if the plant availability is at least the normative plant availability factor (PAF). The energy charge is determined on the basis of landed cost of fuel applied on the quantity of fuel consumption. Moreover, there is a provision for earning incentive on achieving upon achievement of PLF above 85%. Except for few of the subsidiaries, most of the plants in the group have fully tied up their respective capacity through PPAs leading to low sales risk. Typically the PPAs are for 25 years and hence provide long term revenue and cash flow visibility. NTPC’s allocated capacity is also diversified across region with none of the region contributing to more than 40% of the total allocated capacity. Firm fuel supply arrangements and procurement arrangement makes generation competitive NTPC has signed a long-term fuel supply agreement (FSA) for total annual contracted quantity (ACQ) with Coal India Limited and Singareni Collieries Company Limited. It also has bridge linkages, which, combined with the FSA, mitigates fuel risk over a longer horizon. Its FSA adds flexibility to inventory management and eases outage planning. This ensures higher fuel availability at each plant along with reduction in the average energy charge, thereby making the plant cost competitive. This benefit is also available with few of the subsidiaries and JV companies. ACQ materialization has been healthy in the past. The production from Pakri-Barwadih and Dulanga captive coal mine has shown an increasing trend in last two years. Given healthy ACQ materialization from linkage and increasing output from its own captive mines, dependence on imported coal is expected to reduce going forward. Consistent operational performance The coal-based power stations of NTPC group continued to be cost-competitive in terms of generation thus maintaining a sizable spread over the national average PLF in FY21 despite lower power demand. During FY21 (refers to period from April 1 to March 31), PLF on standalone basis stood marginally lower at 66.00% (FY20: 68.20%) for the coal-based plants, which was higher than the all India thermal PLF of 54.51%. The solar and wind projects of the company continue to supplement the total generation of the company thereby diversifying the generation mix. PAF, on standalone basis, stood at 4 year high at 91.43% in FY21 vis-a-vis 89.67% in FY20. Healthy coverage metrics, despite moderate leverage Better operating efficiency and return from new capacities commercialized during FY21 led to marginal improvement in PBILDT margin in FY21. Besides, a reversal of excess tax provisioning pertaining to previous years under the Vivad se Vishwas scheme resulted in an improvement in PAT in FY21 vis-à-vis the FY20 level. Furthermore, the group’s gross cash accruals continued to remain strong. Its overall gearing and total debt/GCA improved from 1.76x and 7.88x as on March 31, 2020 to 1.53x and 6.86x respectively as on March 31, 2021 majorly due to higher cash accrual and accretion of profits leading to improvement in net worth. Interest cover though slightly moderated in FY21, stood comfortable at 4.40x. During FY21, NTPC has been realized more than 100% of the billed amount from the discoms which had crossed Rs.1 lakh crore for the first time. Liquidity – Strong NTPC’s strong liquidity position is marked by healthy accruals vis a vis its capex commitment and repayment obligation in FY22. This is supplemented by partially undrawn credit facilities and sufficient cash and liquid investments. The company’s fund-based working capital utilization stood at 46% for the trailing 12 months ended May’21. NTPC, on consolidated basis had cash and cash equivalents of Rs. 4,388 cr as on March 31, 2021. NTPC enjoys strong financial flexibility and has demonstrated strong debt raising ability in the past. Industry Outlook With economic activities gathering pace post second wave of covid’19 pandemic, power consumption in commercial and industrial segment is expected to return quickly to pre-covid’19 level. CARE estimates that base demand for power is expected to increase by 5%-7% in FY22. This augurs well for thermal plants which are expected to witness marginally better PLF in FY22 as compared to that in FY21. Coal availability continues to be stable with no plant having less than critical stock level during June’21. Thus PAF is expected to be stable ensuring adequate recovery of capacity charge in the current year. The gencos have received copious payments in tranches from discoms upon disbursement through the PFC/REC liquidity package during Q2FY21 to Q4FY21 period. However maintenance of regular payment track record from the discoms is yet to be seen.


Press Release

Key Rating Weaknesses Counterparty credit risk The weak financial health of many of the state distribution utilities (discoms) continues to remain a cause of concern for NTPC. The Ministry of Power’s (MoP) directive in August 2019 for opening letters of credit (LCs) in favour of the generating companies (gencos) against power purchase by the discoms had temporarily led to prompt collection of bills. Due to the Covid’19 outbreak and the associated lockdown, collections were adversely impacted during H1FY21. However, on account of disbursal under the special liquidity scheme as announced by GoI, overall debtors on consolidated basis have reduced to Rs.17,718 cr as on March 31, 2021 (PY: Rs.20,315 cr). A sizable portion of the overdue is from the discoms of Uttar Pradesh, Madhya Pradesh and Jammu & Kashmir. NTPC, given its low cost energy charge, its diversified off-taker base and its importance as a significant supplier to the DISCOM, has better bargaining power in terms of collections. The payment security mechanism continues to be backed by LC and Tri-Partite Agreement (between GoI, RBI and the State govt. with most of the states having signed the same) with provision of late payment surcharge. Risks related to projects under implementation The various projects under implementation of NTPC (accounting for ~32% of its installed capacity on group basis) exposes it to the project execution/funding related risks. The group’s aim to achieve 60 GW of renewable energy capacity by FY32 also exposes it to risks related to completion of such projects without time or cost overruns. However, the company’s comfortable capital structure and healthy cash flow generation from its operations provide reasonable cushion in terms of availability of funds for meeting the capex requirements. The project risks are also mitigated to a large extent by the company’s proven track record in terms of execution skills and its policy to ensure the availability of land, water, coal, environmental clearances and PPAs prior to approval for investment. Analytical approach: Consolidated. The ratings factor NTPC’s strategic importance to the GoI and its important role for the Indian power generation sector. List of subsidiaries/JV’s which have been consolidated are as under-

S.No. Particulars Shareholding

Subsidiaries

1. Kanti Bijlee Utpadan Nigam Limited 100.00%

2. Nabinagar Power Generating Company Private Limited 100.00%

3. North Eastern Electric Power Corporation Limited 100.00%

4. NTPC Vidyut Vyapar Nigam Limited 100.00%

5. NTPC Renewable Energy Limited 100.00%

6. NTPC Electric Supply Company Limited 100.00%

7. NTPC Mining Limited 100.00%

8. Ratnagiri Gas & Power Private Limited 86.49%

9. THDC India Limited 74.50%

10. Bhartiya Rail Bijlee Company Limited 74.00%

11. Patratu Vidyut Utpadan Nigam Limited 74.00%

12. NTPC EDMC Waste Solutions Private Limited 74.00%

Joint Ventures

1. NTPC-SAIL Power Company Limited 50.00%

2. NTPC Tamil Nadu Energy Company Limited 50.00%

3. Aravali Power Company Private Limited 50.00% 4. Meja Urja Nigam Private Limited 50.00%

5. NTPC-GE Power Services Private Limited 50.00%

6. Utility Powertech Limited 50.00%

7. NTPC BHEL Power Projects Private Limited 50.00%

8. CIL-NTPC Urja Private Limited 50.00%

9. Bangladesh- India Friendship Power Company Private Ltd 50.00%

10. Konkan LNG Limited (upto February 23, 2021) 14.82%

11. Anushakti Vidhyut Nigam Limited 49.00%

12. Energy efficiency services Limited 47.15%

13. Transformers & Electricals Kerala Limited 44.60%

14. Hindustan Urvarak & Rasayan Limited 29.67%

15. National High-power test laboratory Private Limited 20.00%

16. Trincomalee Power Company Limited 50.00%


Press Release

Applicable Criteria Definition of Default Factoring Linkages Government Support Financial Ratios – Non financial Sector Liquidity Analysis of Non-financial sector entities Rating Outlook and Credit Watch Short Term Instruments Power Generation Projects Infrastructure Sector Ratings Thermal Power Producers CARE’s criteria on consolidation About the Company NTPC was incorporated on November 7, 1975 under the name National Thermal Power Corporation Private Limited. Subsequently, it was converted into a public limited company in September 1985. The company is majority-owned by the GoI. It is the largest power generation company in India with an installed generation capacity of 65.15 GW (including JVs) constituting around 17.3% of the total installed power generation capacity in the country as on February 28, 2021.

Brief Financials (Rs. crore) FY20 (A) FY21 (Abr.)

Total operating income 1,16,949 1,18,134

PBILDT 40,087 40,577

PAT 11,902 14,969

Overall gearing (times) 1.76 1.53

Interest coverage (times) 4.94 4.40

A: Audited; Abr: Abridged Status of non-cooperation with previous CRA: NA Any other information: NA Rating History for last three years: Please refer Annexure-2 Annexure-1: Details of Instruments/Facilities

Name of the Instrument

Date of Issuance

Coupon Rate

Maturity Date

Size of the Issue (Rs. crore)

Rating assigned along with Rating Outlook

Fund-based - LT-Term Loan - - Sep 26,

2034 85000.00 CARE AAA; Stable

Fund-based - LT-Cash Credit - - - 3000.00 CARE AAA; Stable Non-fund-based - ST-BG/LC - - - 6000.00 CARE A1+

Fund-based - LT-Working Capital Limits - - - 18000.00 CARE AAA; Stable

Commercial Paper-Commercial Paper (Standalone) - - 7-365 days 18000.00 CARE A1+

Commercial Paper-Commercial Paper (Carved out) - - 7-365 days 2100.00 CARE A1+

Details of rated bonds

Name of Instrument

ISIN Date of

Issuance Coupon

Rate Maturity Date



Bonds INE733E08148,INE733E08155,INE733E08163, INE733E08171

16-04-2020

5.45-6.55%

11-04-2031

11874.10 CARE AAA; Stable

Bonds INE733E08189 20-04-2021

6.87% 21-04-2036


Proposed Bond Programme

- - - - 11004.00 CARE AAA; Stable

Bonds INE733E07KE8,INE733E07KF5,INE733E07KG3, INE733E07KH1, INE733E07KI9

23-08-2016

6.72-7.58%

14-12-2031


Bonds INE733E07KJ7,INE733E07KK5,INE733E07KL3

15-01-2019

7.32-8.3%

17-07-2029


Bonds INE733E07JC4, INE733E07JD2 07-03-2013

8.73-8.80%

04-04-2023


https://www.careratings.com/pdf/resources/CARE's%20Policy%20on%20Default%20Recognition_18June%202020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20Government%20support_Oct%2020.pdf

https://www.careratings.com/pdf/resources/Financial%20ratios%20-%20Non%20Financial%20Sector-Mar%2021.pdf

https://www.careratings.com/pdf/resources/Liquidity%20Analysis%20of%20Non-Financial%20Sector%20entities_May2020.pdf

https://www.careratings.com/pdf/resources/Rating%20Outlook%20and%20credit%20watch%20_30May%202020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Short%20Term%20Instruments%20_Feb2021.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20Power%20Generation%20Projects_Sept2020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Infrastructure%20Sector%20Ratings_Mar2021%20(19-3-2021).pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology_Thermal%20Power%20Producers_31Jul2020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20Consolidation-Oct%2020.pdf


Press Release

Name of Instrument

ISIN Date of

Issuance Coupon

Rate Maturity Date



Bonds INE733E07JO9 22-09-2014

9.17% 22-09-2024


Bonds

INE733E07JE0,INE733E07JF7,INE733E07JG5,INE733E07JH3,INE733E07JI1,INE733E07JJ9,INE733E07JK7,INE733E07JL5,INE733E07JM3, INE733E07JN1

16-12-2013

8.19-9.34%

04-03-2034


Debentures-Non Convertible Debentures

INE733E07JP6 25-03-2015

8.49% 25-03-2025


Bonds

INE733E07JQ4,INE733E07JR2,INE733E07JS0,INE733E07JT8,INE733E07JU6,INE733E07JV4,INE733E07JW2,INE733E07JX0,INE733E07KA6,INE733E07KC2,INE733E07KD0

21-08-2015

7.11-8.19%

05-10-2035


Bonds

INE733E08130,INE733E07DC7,INE733E07DD5, INE733E07DE3,INE733E07DF0, INE733E07DG8,INE733E07DH6,INE733E07DI4,INE733E07DJ2, INE733E07DK0, INE733E07DQ7,INE733E07DR5,INE733E07DS3,INE733E07DT1,INE733E07EH4,INE733E07EI2,INE733E07EJ0,INE733E07EK8, INE733E07DU9,INE733E07DV7, ,INE733E07DW5,INE733E07DX3,INE733E07DY1,INE733E07DZ8,INE733E07EF8,INE733E07EG6,INE733E07EL6,INE733E07EM4,INE733E07EN2,INE733E07EO0,INE733E07JB6,INE733E07CM8,INE733E07CN6,INE733E07CO4,INE733E07CP1,INE733E07CQ9,INE733E07CR7,INE733E07CS5,INE733E07CT3,INE733E07CU1,INE733E07GY4,INE733E07GZ1,INE733E07HA2,INE733E07HB0,INE733E07HC8,INE733E07EV5,INE733E07EW3,INE733E07EX1,INE733E07EY9,INE733E07EZ6,INE733E07FA6,INE733E07FB4,INE733E07FC2,INE733E07FD0,INE733E07FE8,INE733E07HS4,INE733E07HT2,INE733E07HU0,INE733E07HV8,INE733E07HW6,INE733E07HH7,INE733E07HI5,INE733E07HJ3,INE733E07HK1,INE733E07HL9,INE733E07HM7,INE733E07HN5,INE733E07HO3,INE733E07HP0,INE733E07HQ8,INE733E07HR6,INE733E07IP8,INE733E07IQ6,INE733E07IR4,INE733E07IS2,INE733E07IT0,INE733E07IU8,INE733E07IV6,INE733E07IW4,INE733E07IX2,INE733E07IY0,INE733E07IZ7,INE733E07JA8,INE733E07FK5,INE733E07FL3,INE733E07FM1,INE733E07FN9,INE733E07FO7,INE733E07FP4,INE733E07FQ2,INE733E07FR0,INE733E07FS8,INE733E07FT6,INE733E07IB8,INE733E07IC6,INE733E07ID4,INE733E07IE2,INE733E07IF9,INE733E07I

01-05-2003

8.48-11.25%

20-07-2032



Press Release

Name of Instrument

ISIN Date of

Issuance Coupon

Rate Maturity Date



G7,INE733E07IH5,INE733E07II3,INE733E07IJ1,INE733E07IK9,INE733E07IL7,INE733E07FY6,INE733E07FZ3,INE733E07GA4,INE733E07GB2,INE733E07GC0,INE733E07GD8,INE733E07GE6,INE733E07GF3,INE733E07GG1,INE733E07GH9,INE733E07GI7,INE733E07GN7,INE733E07GO5,INE733E07GP2,INE733E07GQ0,INE733E07GR8,INE733E07GS6,INE733E07GT4,INE733E07GU2,INE733E07GV0,INE733E07GW8,INE733E07GX6,INE733E07CB1

Annexure-2: Rating History of last three years

Sr. No.

Name of the Instrument/Bank

Facilities

Current Ratings Rating history

Type

Amount Outstanding (Rs. crore)

Rating

Date(s) & Rating(s) assigned in 2021-

2022

Date(s) & Rating(s)

assigned in 2020-2021

Date(s) & Rating(s)


Date(s) & Rating(s)


1. Bonds LT - - - 1)Withdrawn (06-Jul-20)

1)CARE AAA; Stable (01-Jul-19)


2. Fund-based - LT-Term Loan

LT 85000.00

CARE AAA; Stable

-

1)CARE AAA; Stable (06-Jul-20) 2)CARE AAA; Stable (17-Apr-20)



3. Fund-based - LT-Cash Credit

LT 3000.00

CARE AAA; Stable

-




4. Non-fund-based - ST-BG/LC

ST 6000.00 CARE A1+

-

1)CARE A1+ (06-Jul-20) 2)CARE A1+ (17-Apr-20)

1)CARE A1+ (01-Jul-19)

1)CARE A1+ (06-Jul-18)







7. Bonds LT - - - - 1)Withdrawn (01-Jul-19)


8. Bonds LT 50.00 CARE AAA; Stable

- 1)CARE AAA; Stable (06-Jul-20)




Press Release

Sr. No.


Facilities


Type


Rating


2022

Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)
















































Press Release

Sr. No.


Facilities


Type


Rating


2022

Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)










































35. Debentures-Non Convertible Debentures

LT 10306.83 CARE AAA; Stable








37. Commercial Paper-Commercial Paper (Standalone)

ST 18000.00 CARE A1+

-

1)CARE A1+ (06-Jul-20) 2)CARE A1+ (17-Apr20)

1)CARE A1+ (01-Jul-19)

1)CARE A1+ (13-Mar-19) 2)CARE A1+ (25-Dec-18) 3)CARE A1+ (06-Jul-18)


Press Release

Sr. No.


Facilities


Type


Rating


2022

Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)








1)CARE AAA; Stable (10-Jul-19) 2)CARE AAA; Stable (01-Jul-19)

1)CARE AAA; Stable (04-Feb-19)

40. Fund-based - LT-Working Capital Limits

LT 18000.00 CARE AAA; Stable

-



1)CARE AAA; Stable (13-Mar-19)



1)CARE AAA; Stable (13-Mar-20)

-

42. Commercial Paper-Commercial Paper (Carved out)

ST 2100.00 CARE A1+

- - - -


1)CARE AAA; Stable (09-Apr-21)

- - -

Annexure-3: Complexity level of various instruments rated for this company

Sr. No. Name of the Instrument Complexity Level

1. Bonds Simple

2. Commercial Paper-Commercial Paper (Carved out) Simple

3. Commercial Paper-Commercial Paper (Standalone) Simple

4. Debentures-Non Convertible Debentures Simple

5. Fund-based - LT-Cash Credit Simple

6. Fund-based - LT-Term Loan Simple

7. Fund-based - LT-Working Capital Limits Simple

8. Non-fund-based - ST-BG/LC Simple

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.


Press Release

Contact us Media Contact Name: Mradul Mishra Contact no. : +91-22-6837 4424 Email ID – [email protected]

Analyst Contact: Name: Sudhir Kumar Contact No. : +91-11-45333232 Email ID: [email protected]

Relationship Contact Name: Swati Agrawal Contact no. : +91-11-4533 3200 Email ID: [email protected] About CARE Ratings: CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.

Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com




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Page | 1

August 13, 2021

NTPC Limited: Rating reaffirmed

Summary of rating action

Instrument* Previous Rated Amount (Rs. crore)

Current Rated Amount (Rs. crore)

Rating Action

Fund-based Term Loan 85,000.00 85,000.00 [ICRA]AAA (Stable); Reaffirmed

Fund-based Working Capital Facilities

21,500.00 21,000.00 [ICRA]AAA (Stable); Reaffirmed

Non-fund Based Working Capital Facilities

5,500.00 6,000.00 [ICRA]A1+; Reaffirmed

Commercial Paper 20,100.00 20,100.00 [ICRA]A1+; Reaffirmed

Bonds 65,370.43 65,370.43 [ICRA]AAA (Stable); Reaffirmed

Bonds 389.50 - [ICRA]AAA (Stable); Reaffirmed

and withdrawn

Total 1,97,859.93 1,97,470.43

*Instrument details are provided in Annexure-1

ICRA has reaffirmed and withdrawn the long-term rating of [ICRA]AAA (pronounced ICRA triple A) with a Stable outlook

assigned to the Rs. 389.50-crore bonds of NTPC Limited (NTPC). The ratings have been withdrawn at the request of the

company. The redemption payments have been independently verified.

Rationale

ICRA’s rating action continues to factor in NTPC’s dominant position in the Indian power generation sector, its strategic

importance to the Government of India (GoI) and its diversified customer base. The proximity of most of its coal-based plants

to pit heads and superior operational efficiencies, resulting in cost competitiveness, also support the ratings. These, coupled

with the cost-plus nature of tariffs, have resulted in healthy and stable profitability indicators that are likely to be sustained in

the near term. The ratings factor in the diversified counterparty profile of NTPC by virtue of its exposure to discoms in 35

states/Union Territories, although the financial position of most state-owned discoms remains weak. Further, the company

continues to benefit from its coverage under the tripartite agreement in case of delays in collections from the state discoms.

The cash collections and revenue profiles of the state-owned distribution utilities have been adversely impacted by a dip in

demand amid lockdown post the Covid-19 pandemic and hence, the progress and timeliness in payment pattern from the

offtaker utilities remain the key monitorables. Further, the liquidity relief scheme in the form of long tenure loans from Power

Finance Corporation Limited/REC Limited, which is being availed by the state-owned distribution utilities, would provide cash

flow support in the near term to correct their overdues towards the generation entities.

NTPC has sizeable expansion plans, which are being funded through a normative leveraging level. In addition, higher debt-

funded cash outflow for acquisition is expected to result in moderation of gearing and return indicators over the medium term.

The debt coverage indicators for the company remain moderate but its debt-servicing ability is likely to remain comfortable,

given the cost-plus tariff structure and tariff competitiveness of its existing power plants. Though a few of NTPC’s ongoing

projects have seen some slippages in terms of project execution, these are unlikely to have a significant impact on its debt-

servicing capabilities, given the strong cash flows from a large basket of operational power plants. However, the ability to

commission these under-construction projects and to sustain superior operating performance (of operational plants) will be a

key monitorable. In addition, NTPC’s ability to ensure fuel security for its major expansion projects as well as sustenance of

the strong collection and operating performance will remain the key rating drivers.

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The Stable outlook reflects ICRA’s opinion that NTPC will continue to benefit from its cost-plus tariff operations, continued

support from the GoI and coverage under tripartite agreement for payment of discom dues.

Key rating drivers and their description

Credit strengths

Sovereign ownership and support from GoI – The rating draws comfort from the majority share of the GoI in NTPC (51.1% as

on June 30, 2020) and the continued support from the same, given NTPC’s pivotal role in the country’s power sector. Apart

from direct support, the sovereign ownership affords it significant financial flexibility in raising low-cost funds from domestic,

and more importantly, international markets.

Dominant position in domestic power sector with multi-locational facilities and diversified customer base – The NTPC Group

has a commercially operational capacity of 65,825 MW, which constitutes ~17% of the total installed capacity in the country.

In addition to the current installed capacity, the Group has an under-construction capacity of 17 GW, which includes coal-

based capacity of 11.8 GW, hydro of 2.2 GW and renewable energy capacity of 3 GW. Further, it plans to increase its RE capacity

to 60 GW by FY2032 (addition of 5-6 GW annually during the next 10 years). Given its robust capacity addition programme,

NTPC will continue to maintain a diversified customer base and dominant position in the power sector.

Cost competitiveness due to superior operating efficiencies and proximity of coal-based plants to pit heads – NTPC has

maintained cost competitiveness arising out of superior operating efficiencies and a large portfolio of operational projects,

among which it has repaid the debt for several projects, resulting in low fixed charges. Further, fuel charges have remained

competitive since most of the coal-based plants are located close to pit heads. The rationalisation of coal linkages and flexible

utilisation of coal among its various thermal stations has helped to curtail the impact of the increase in coal costs. However,

the tariff is expected to increase going forward with rising capital costs and new projects located farther away from the pit

heads.

Demonstrated project management skills – NTPC’s thermal power stations (TPSs) continue to report superior performance.

Four of the company’s TPSs were among the top 10 stations in the country in terms of plant load factor (PLF) in FY2021. The

average PLF for NTPC’s stations stood at 66% against the national average of 54.5% in FY2021.

Predictability and steadiness of cash flows – While NTPC’s coverage indicators and gearing are modest in relation to the

ratings (as reflected in DSCR, interest coverage and TD/OPBITDA), it is partly mitigated by the predictability and steadiness of

cash flows, driven by the cost-plus nature of its tariffs. NTPC’s financial profile reflects its profitable operations, owing to the

cost-plus tariff formula, operational efficiencies and its ability to meet CERC’s norms. Thus, the profitability and debt coverage

metrics of the company are expected to remain strong.

Credit challenges

Exposure to counterparty credit risk – NTPC is exposed to counterparty credit risk from most of its offtakers with weak

financial profiles. If sectoral reforms do not result in a fundamental improvement in the financial position of state power

utilities, the company’s collection performance may be impacted. However, the tripartite agreement between the GoI, state

governments and the Reserve Bank of India, which protects NTPC from payment defaults by state distribution utilities, offers

comfort. Also, the company’s significant bargaining power as India’s largest power generation company and a sufficiently

diversified customer base across the country mitigate the risk.

Challenges in tying-up adequate fuel linkage for new coal-based capacities and maintaining cost competitiveness – Risk of

shortages in coal availability and uncertainty over contract terms from its main supplier, CIL, pose challenges for NTPC to

maintain its cost competitiveness. With the addition of high-cost new plants, the average tariff is expected to increase and can

impact the tariff competitiveness of the company. Thus, the timely development of captive mines and optimal utilisation of its

pit head-based plants remain critical for preserving the cost competitiveness of NTPC’s plants.

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Sustaining superior operating performance and completing ongoing projects without time or cost overruns are crucial –

While NTPC’s superior operating performance has helped it realise higher-than-normative returns (in the form of incentives),

its ability to maintain the same, given the tightened regulatory norms and fluctuating demand will be a key monitorable. With

sizeable projects under execution and increased tariff-based competition from alternate sources, the company’s ability to

complete its ongoing projects within the budgeted time and cost estimates will be critical.

Liquidity position: Strong

NTPC’s liquidity is strong supported by the regulated nature of operations (which allow for adequate recovery of fixed charges,

including debt servicing requirements). The company regularly achieves higher-than-regulated returns (aided by incentives,

LPSC, etc), which act as cushion in debt servicing. The same is also supported by its strong refinancing ability as a GoI entity.

NTPC had undrawn fund-based working capital limits of Rs. 1,645 crore as on March 31, 2021. The company had cash and

liquid funds of Rs. 3,436.8 crore at a consolidated level as on March 31, 2021.

Rating sensitivities

Positive factors – Not applicable

Negative factors – Negative pressure on NTPC’s ratings could arise if there is a change in ownership/reduction of the GoI’s

support to the company, or a significant build-up of receivables led by any adverse change in the tripartite agreement

mechanism or sustained weak financial profile of the discoms.

Analytical approach

Analytical Approach Comments

Applicable Rating Methodologies Corporate Credit Rating Methodology Rating Methodology for Thermal Power Producers Policy on Withdrawal of Credit Ratings

Parent/Group Support Rating derives comfort from sovereign ownership of the company, which affords it considerable financial flexibility; ICRA expects that the GoI will provide need-based support to the company, if and when required

Consolidation/Standalone

For arriving at the ratings, ICRA has consolidated the financials of the various Group entities (as mentioned in Annexure-2), given the close business, financial and managerial linkages among the same; the rating is therefore based on the consolidated financials of the NTPC Group

About the company

NTPC was incorporated in 1975 as a thermal generation company and is at present India’s largest power generating entity.

The total commercially operational capacity of the Group is 65,825 MW at present. The company has been accorded the status

of Maharatna PSU, which gives it considerable operating flexibility. Alongside continuing its core business of coal and gas-

based thermal generation, NTPC recently diversified (in some cases through JVs) into related activities such as consulting,

hydropower development, power trading, coal mining, and renewable projects (wind and solar).

https://www.icra.in/Rating/ShowMethodologyReport/?id=602

https://www.icra.in/Rating/ShowMethodologyReport/?id=606

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Key financial indicators (audited)

NTPC Consolidated FY2020 FY2021

Operating Income (Rs. crore) 110,719.7 114,063.7

PAT (Rs. crore) 11,496.6 14,285.5

OPBDIT/OI (%) 31.4% 33.0%

PAT/OI (%) 10.4% 12.5%

Total Outside Liabilities/Tangible Net Worth (times) 2.2 2.2

Total Debt/OPBDIT (times) 6.1 6.0

Interest Coverage (times) 4.3 4.1

PAT: Profit after Tax; OPBDIT: Operating Profit before Depreciation, Interest, Taxes and Amortisation

Status of non-cooperation with previous CRA: Not applicable

Any other information: None

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Rating history for past three years

Instrument Current Rating (FY2022) Chronology of Rating History for the past 3 years

Type Amount Rated (Rs. crore)


Date & Rating Date & Rating in FY2021 Date & Rating in FY2020 Date & Rating in FY2019 Aug 13, 2021 Apr 1, 2021 Aug 17, 2020 Apr 3, 2020 Mar 20, 2020 Jul 15, 2019 Apr 1, 2019 Mar 19, 2019 Dec 28, 2018 May 4, 2018

1 Term Loan Long Term 85,000.00 64,475.40^ [ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

2 Fund-based Limit Long Term 21,000.00# - [ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

3 Non-fund Based Limit

Short Term 6,000.00# - [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+

4 Commercial Paper Short Term 20,100.00# 9,500.00^ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+ [ICRA]A1+

5 Bonds Long Term 65,370.43 54,366.43* [ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

[ICRA]AAA (stable)

5 Bonds Long Term 389.50 Nil [ICRA]AAA (stable) - withdrawn

[ICRA]AAA (stable)

^as on 15 June 2021

*as on 31 July 2021; Rs 11,004 crore yet to be placed

#Against cash credit limit of Rs. 3000 crore (within the overall rated fund based facilities of Rs 21,500 crore), Rs. 2100 crore may be utilized in the form of CP. There is

interchangeability of Rs. 500 crore from non-fund based to fund based limit towards cash credit from Consortium banks

Complexity level of the rated instruments Instrument Complexity Indicator

Term loans – Rs 67,792.42 crore Simple

Term loans – Rs 66.58 crore Very Simple

Term loans – unallocated – Rs 17,141 crore Not applicable

Fund based working capital Simple

Non fund based working capital Very Simple

Commercial paper Very Simple

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Bonds Very Simple

The Complexity Indicator refers to the ease with which the returns associated with the rated instrument could be estimated. It does not indicate the risk related to the timely

payments on the instrument, which is rather indicated by the instrument's credit rating. It also does not indicate the complexity associated with analysing an entity's financial,

business, industry risks or complexity related to the structural, transactional, or legal aspects. Details on the complexity levels of the instruments, is available on ICRA’s

website: www.icra.in

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Annexure-1: Instrument details

ISIN No/Banker Name

Instrument Name Date of Issuance Coupon Rate

Maturity Amount Rated (Rs. crore)

Current Rating and Outlook

NA Non-fund Based Working Capital Limits

- - - 6,000.00 [ICRA]A1+

INE733E14914 Commercial Paper 15-Sep-20 4.10 14-Sep-21 1,500.00 [ICRA]A1+

INE733E14AA3 Commercial Paper 8-Jan-21 3.77 7-Jan-22 500.00 [ICRA]A1+

INE733E14AD7 Commercial Paper 8-Feb-21 3.80 9-Aug-21 1,500.00 [ICRA]A1+

INE733E14AE5 Commercial Paper 9-Feb-21 4.37 8-Feb-22 1,000.00 [ICRA]A1+

INE733E14AH8 Commercial Paper 22-Mar-21 3.44 21-Jun-21 2,000.00 [ICRA]A1+

INE733E14AI6 Commercial Paper 25-May-21 3.44 24-Aug-21 1,000.00 [ICRA]A1+

INE733E14AJ4 Commercial Paper 8-Jun-21 3.47 7-Sep-21 2,000.00 [ICRA]A1+

NA Commercial Paper – Unplaced*

- - - 10,600.00 [ICRA]A1+

NA Fund-based Working Capital Limits

- - - 21,000.00 [ICRA]AAA(stable)

NA Term Loan 1 08-Jul-11 - 31-Mar-23 1,650.00 [ICRA]AAA(stable)

NA Term Loan 2 21-Jan-15 - 31-Jan-30 7,975.00 [ICRA]AAA(stable)

NA Term Loan 3 17-Apr-17 - 31-Mar-29 2,666.67 [ICRA]AAA(stable)

NA Term Loan 4 25-Sep-17 - 1-Oct-32 4,000.00 [ICRA]AAA(stable)

NA Term Loan 5 11-Oct-18 - 1-Oct-30 5,000.00 [ICRA]AAA(stable)

NA Term Loan 6 11-Feb-19 - 31-Mar-34 5,000.00 [ICRA]AAA(stable)

NA Term Loan 7 14-Mar-14 - 14-Mar-29 400.00 [ICRA]AAA(stable)

NA Term Loan 8 22-Mar-04 - 30-Jun-23 66.58 [ICRA]AAA(stable)

NA Term Loan 9 28-Jun-13 - 28-Jun-28 35.00 [ICRA]AAA(stable)

NA Term Loan 10 11-Jul-19 - 11-Jul-31 3,000.00 [ICRA]AAA(stable)

NA Term Loan 11 24-Aug-20 - 24-Aug-35 900.00 [ICRA]AAA(stable)

NA Term Loan 12 30-Dec-20 - 30-Dec-35 2000.00 [ICRA]AAA(stable)

NA Term Loan 13 01-Jan-19 - 14-Feb-31 2,000.00 [ICRA]AAA(stable)

NA Term Loan 14 01-Feb-18 - 1-Feb-30 2,000.00 [ICRA]AAA(stable)

NA Term Loan 15 28-Sep-12 - 28-Sep-27 217.75 [ICRA]AAA(stable)

NA Term Loan 16 01-Aug-12 - 1-Aug-26 583.00 [ICRA]AAA(stable)

NA Term Loan 17 11-Jan-19 - 11-Jan-31 2,000.00 [ICRA]AAA(stable)

NA Term Loan 18 07-Dec-20 - 7-Dec-35 2,200.00 [ICRA]AAA(stable)


NA Term Loan 20 11-Jun-19 - 11-Jun-34 2,500.00 [ICRA]AAA(stable)

NA Term Loan 21 25-Sep-17 - 25-Sep-32 2,500.00 [ICRA]AAA(stable)

NA Term Loan 22 17-Apr-17 - 17-Apr-29 1,777.78 [ICRA]AAA(stable)

NA Term Loan 23 04-Dec-14 - 4-Dec-29 1,500.00 [ICRA]AAA(stable)

NA Term Loan 24 26-Sep-18 - 26-Sep-33 1,500.00 [ICRA]AAA(stable)

NA Term Loan 25 27-Mar-20 - 27-Mar-35 5,000.00 [ICRA]AAA(stable)

NA Term Loan 26 30-Jun-20 - 30-Jun-35 5,000.00 [ICRA]AAA(stable)


NA Term Loan 28 18-Dec-12 - 18-Dec-27 245.00 [ICRA]AAA(stable)


NA Term Loan – Proposed - - - 17,141.00 [ICRA]AAA(stable)

NA Bonds – Proposed - - - 11004.00 [ICRA]AAA(stable)

INE733E08130 Bond Series 17 1-May-03 8.48% 1-May-23 50.00 [ICRA]AAA(stable)

INE733E07CB1 Bond Series 27 6-Nov-08 11.25% 6-Nov-21 70.00 [ICRA]AAA(stable)



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INE733E07CM8 Bond Series 32 25-Mar-10 8.8493% 25-Mar-22 7.00 [ICRA]AAA(stable)

INE733E07CN6 Bond Series 32 25-Mar-10 8.8493% 25-Mar-23 7.00 [ICRA]AAA(stable)

INE733E07CO4 Bond Series 32 25-Mar-10 8.8493% 25-Mar-24 7.00 [ICRA]AAA(stable)

INE733E07CP1 Bond Series 32 25-Mar-10 8.8493% 25-Mar-25 7.00 [ICRA]AAA(stable)

INE733E07CQ9 Bond Series 32 25-Mar-10 8.8493% 25-Mar-26 7.00 [ICRA]AAA(stable)

INE733E07CR7 Bond Series 32 25-Mar-10 8.8493% 25-Mar-27 7.00 [ICRA]AAA(stable)

INE733E07CS5 Bond Series 32 25-Mar-10 8.8493% 25-Mar-28 7.00 [ICRA]AAA(stable)

INE733E07CT3 Bond Series 32 25-Mar-10 8.8493% 25-Mar-29 7.00 [ICRA]AAA(stable)

INE733E07CU1 Bond Series 32 25-Mar-10 8.8493% 25-Mar-30 7.00 [ICRA]AAA(stable)

INE733E07DC7 Bond Series 34 10-Jun-10 8.71% 10-Jun-22 10.00 [ICRA]AAA(stable)

INE733E07DD5 Bond Series 34 10-Jun-10 8.71% 10-Jun-23 10.00 [ICRA]AAA(stable)

INE733E07DE3 Bond Series 34 10-Jun-10 8.71% 10-Jun-24 10.00 [ICRA]AAA(stable)

INE733E07DF0 Bond Series 34 10-Jun-10 8.71% 10-Jun-25 10.00 [ICRA]AAA(stable)

INE733E07DG8 Bond Series 34 10-Jun-10 8.71% 10-Jun-26 10.00 [ICRA]AAA(stable)

INE733E07DH6 Bond Series 34 10-Jun-10 8.71% 10-Jun-27 10.00 [ICRA]AAA(stable)

INE733E07DI4 Bond Series 34 10-Jun-10 8.71% 10-Jun-28 10.00 [ICRA]AAA(stable)

INE733E07DJ2 Bond Series 34 10-Jun-10 8.71% 10-Jun-29 10.00 [ICRA]AAA(stable)

INE733E07DK0 Bond Series 34 10-Jun-10 8.71% 10-Jun-30 10.00 [ICRA]AAA(stable)

INE733E07DQ7 Bond Series 35 15-Sep-10 8.785% 15-Sep-21 8.00 [ICRA]AAA(stable)

INE733E07DR5 Bond Series 35 15-Sep-10 8.785% 15-Sep-22 8.00 [ICRA]AAA(stable)

INE733E07DS3 Bond Series 35 15-Sep-10 8.785% 15-Sep-23 8.00 [ICRA]AAA(stable)

INE733E07DT1 Bond Series 35 15-Sep-10 8.785% 15-Sep-24 8.00 [ICRA]AAA(stable)

INE733E07DU9 Bond Series 35 15-Sep-10 8.785% 15-Sep-25 8.00 [ICRA]AAA(stable)

INE733E07DV7 Bond Series 35 15-Sep-10 8.785% 15-Sep-26 8.00 [ICRA]AAA(stable)

INE733E07DW5 Bond Series 35 15-Sep-10 8.785% 15-Sep-27 8.00 [ICRA]AAA(stable)

INE733E07DX3 Bond Series 35 15-Sep-10 8.785% 15-Sep-28 8.00 [ICRA]AAA(stable)

INE733E07DY1 Bond Series 35 15-Sep-10 8.785% 15-Sep-29 8.00 [ICRA]AAA(stable)

INE733E07DZ8 Bond Series 35 15-Sep-10 8.785% 15-Sep-30 8.00 [ICRA]AAA(stable)

INE733E07EF8 Bond Series 36 15-Dec-10 8.8086% 15-Dec-21 5.00 [ICRA]AAA(stable)

INE733E07EG6 Bond Series 36 15-Dec-10 8.8086% 15-Dec-22 5.00 [ICRA]AAA(stable)

INE733E07EH4 Bond Series 36 15-Dec-10 8.8086% 15-Dec-23 5.00 [ICRA]AAA(stable)

INE733E07EI2 Bond Series 36 15-Dec-10 8.8086% 15-Dec-24 5.00 [ICRA]AAA(stable)

INE733E07EJ0 Bond Series 36 15-Dec-10 8.8086% 15-Dec-25 5.00 [ICRA]AAA(stable)

INE733E07EK8 Bond Series 36 15-Dec-10 8.8086% 15-Dec-26 5.00 [ICRA]AAA(stable)

INE733E07EL6 Bond Series 36 15-Dec-10 8.8086% 15-Dec-27 5.00 [ICRA]AAA(stable)

INE733E07EM4 Bond Series 36 15-Dec-10 8.8086% 15-Dec-28 5.00 [ICRA]AAA(stable)

INE733E07EN2 Bond Series 36 15-Dec-10 8.8086% 15-Dec-29 5.00 [ICRA]AAA(stable)

INE733E07EO0 Bond Series 36 15-Dec-10 8.8086% 15-Dec-30 5.00 [ICRA]AAA(stable)

INE733E07EV5 Bond Series 38 22-Mar-11 9.17% 22-Mar-22 5.00 [ICRA]AAA(stable)

INE733E07EW3 Bond Series 38 22-Mar-11 9.17% 22-Mar-23 5.00 [ICRA]AAA(stable)

INE733E07EX1 Bond Series 38 22-Mar-11 9.17% 22-Mar-24 5.00 [ICRA]AAA(stable)

INE733E07EY9 Bond Series 38 22-Mar-11 9.17% 22-Mar-25 5.00 [ICRA]AAA(stable)

INE733E07EZ6 Bond Series 38 22-Mar-11 9.17% 22-Mar-26 5.00 [ICRA]AAA(stable)

INE733E07FA6 Bond Series 38 22-Mar-11 9.17% 22-Mar-27 5.00 [ICRA]AAA(stable)

INE733E07FB4 Bond Series 38 22-Mar-11 9.17% 22-Mar-28 5.00 [ICRA]AAA(stable)

INE733E07FC2 Bond Series 38 22-Mar-11 9.17% 22-Mar-29 5.00 [ICRA]AAA(stable)

INE733E07FD0 Bond Series 38 22-Mar-11 9.17% 22-Mar-30 5.00 [ICRA]AAA(stable)

INE733E07FE8 Bond Series 38 22-Mar-11 9.17% 22-Mar-31 5.00 [ICRA]AAA(stable)

INE733E07FK5 Bond Series 39 9-Jun-11 9.3896% 9-Jun-22 7.00 [ICRA]AAA(stable)

INE733E07FL3 Bond Series 39 9-Jun-11 9.3896% 9-Jun-23 7.00 [ICRA]AAA(stable)

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INE733E07FM1 Bond Series 39 9-Jun-11 9.3896% 9-Jun-24 7.00 [ICRA]AAA(stable)

INE733E07FN9 Bond Series 39 9-Jun-11 9.3896% 9-Jun-25 7.00 [ICRA]AAA(stable)

INE733E07FO7 Bond Series 39 9-Jun-11 9.3896% 9-Jun-26 7.00 [ICRA]AAA(stable)

INE733E07FP4 Bond Series 39 9-Jun-11 9.3896% 9-Jun-27 7.00 [ICRA]AAA(stable)

INE733E07FQ2 Bond Series 39 9-Jun-11 9.3896% 9-Jun-28 7.00 [ICRA]AAA(stable)

INE733E07FR0 Bond Series 39 9-Jun-11 9.3896% 9-Jun-29 7.00 [ICRA]AAA(stable)

INE733E07FS8 Bond Series 39 9-Jun-11 9.3896% 9-Jun-30 7.00 [ICRA]AAA(stable)

INE733E07FT6 Bond Series 39 9-Jun-11 9.3896% 9-Jun-31 7.00 [ICRA]AAA(stable)

INE733E07FZ3 Bond Series 40 29-Jul-11 9.558% 29-Jul-22 5.00 [ICRA]AAA(stable)

INE733E07GA4 Bond Series 40 29-Jul-11 9.558% 29-Jul-23 5.00 [ICRA]AAA(stable)

INE733E07GB2 Bond Series 40 29-Jul-11 9.558% 29-Jul-24 5.00 [ICRA]AAA(stable)

INE733E07GC0 Bond Series 40 29-Jul-11 9.558% 29-Jul-25 5.00 [ICRA]AAA(stable)

INE733E07GD8 Bond Series 40 29-Jul-11 9.558% 29-Jul-26 5.00 [ICRA]AAA(stable)

INE733E07GE6 Bond Series 40 29-Jul-11 9.558% 29-Jul-27 5.00 [ICRA]AAA(stable)

INE733E07GF3 Bond Series 40 29-Jul-11 9.558% 29-Jul-28 5.00 [ICRA]AAA(stable)

INE733E07GG1 Bond Series 40 29-Jul-11 9.558% 29-Jul-29 5.00 [ICRA]AAA(stable)

INE733E07GH9 Bond Series 40 29-Jul-11 9.558% 29-Jul-30 5.00 [ICRA]AAA(stable)

INE733E07GI7 Bond Series 40 29-Jul-11 9.558% 29-Jul-31 5.00 [ICRA]AAA(stable)

INE733E07GN7 Bond Series 41 23-Dec-11 9.6713% 23-Dec-21 5.00 [ICRA]AAA(stable)

INE733E07GO5 Bond Series 41 23-Dec-11 9.6713% 23-Dec-22 5.00 [ICRA]AAA(stable)

INE733E07GP2 Bond Series 41 23-Dec-11 9.6713% 23-Dec-23 5.00 [ICRA]AAA(stable)

INE733E07GQ0 Bond Series 41 23-Dec-11 9.6713% 23-Dec-24 5.00 [ICRA]AAA(stable)

INE733E07GR8 Bond Series 41 23-Dec-11 9.6713% 23-Dec-25 5.00 [ICRA]AAA(stable)

INE733E07GS6 Bond Series 41 23-Dec-11 9.6713% 23-Dec-26 5.00 [ICRA]AAA(stable)

INE733E07GT4 Bond Series 41 23-Dec-11 9.6713% 23-Dec-27 5.00 [ICRA]AAA(stable)

INE733E07GU2 Bond Series 41 23-Dec-11 9.6713% 23-Dec-28 5.00 [ICRA]AAA(stable)

INE733E07GV0 Bond Series 41 23-Dec-11 9.6713% 23-Dec-29 5.00 [ICRA]AAA(stable)

INE733E07GW8 Bond Series 41 23-Dec-11 9.6713% 23-Dec-30 5.00 [ICRA]AAA(stable)

INE733E07GX6 Bond Series 41 23-Dec-11 9.6713% 23-Dec-31 5.00 [ICRA]AAA(stable)

INE733E07GY4 Bond Series 42 25-Jan-12 9.00% 25-Jan-23 100.00 [ICRA]AAA(stable)

INE733E07GZ1 Bond Series 42 25-Jan-12 9.00% 25-Jan-24 100.00 [ICRA]AAA(stable)

INE733E07HA2 Bond Series 42 25-Jan-12 9.00% 25-Jan-25 100.00 [ICRA]AAA(stable)

INE733E07HB0 Bond Series 42 25-Jan-12 9.00% 25-Jan-26 100.00 [ICRA]AAA(stable)

INE733E07HC8 Bond Series 42 25-Jan-12 9.00% 25-Jan-27 100.00 [ICRA]AAA(stable)

INE733E07HH7 Bond Series 43 2-Mar-12 9.2573% 2-Mar-22 5.00 [ICRA]AAA(stable)

INE733E07HI5 Bond Series 43 2-Mar-12 9.2573% 2-Mar-23 5.00 [ICRA]AAA(stable)

INE733E07HJ3 Bond Series 43 2-Mar-12 9.2573% 2-Mar-24 5.00 [ICRA]AAA(stable)

INE733E07HK1 Bond Series 43 2-Mar-12 9.2573% 2-Mar-25 5.00 [ICRA]AAA(stable)

INE733E07HL9 Bond Series 43 2-Mar-12 9.2573% 2-Mar-26 5.00 [ICRA]AAA(stable)

INE733E07HM7 Bond Series 43 2-Mar-12 9.2573% 2-Mar-27 5.00 [ICRA]AAA(stable)

INE733E07HN5 Bond Series 43 2-Mar-12 9.2573% 2-Mar-28 5.00 [ICRA]AAA(stable)

INE733E07HO3 Bond Series 43 2-Mar-12 9.2573% 2-Mar-29 5.00 [ICRA]AAA(stable)

INE733E07HP0 Bond Series 43 2-Mar-12 9.2573% 2-Mar-30 5.00 [ICRA]AAA(stable)

INE733E07HQ8 Bond Series 43 2-Mar-12 9.2573% 2-Mar-31 5.00 [ICRA]AAA(stable)

INE733E07HR6 Bond Series 43 2-Mar-12 9.2573% 2-Mar-32 5.00 [ICRA]AAA(stable)

INE733E07HS4 Bond Series 44 4-May-12 9.25% 4-May-23 100.00 [ICRA]AAA(stable)

INE733E07HT2 Bond Series 44 4-May-12 9.25% 4-May-24 100.00 [ICRA]AAA(stable)

INE733E07HU0 Bond Series 44 4-May-12 9.25% 4-May-25 100.00 [ICRA]AAA(stable)

INE733E07HV8 Bond Series 44 4-May-12 9.25% 4-May-26 100.00 [ICRA]AAA(stable)

INE733E07HW6 Bond Series 44 4-May-12 9.25% 4-May-27 100.00 [ICRA]AAA(stable)

www.icra .in

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INE733E07IB8 Bond Series 45 16-May-12 9.4376% 16-May-22 5.00 [ICRA]AAA(stable)

INE733E07IC6 Bond Series 45 16-May-12 9.4376% 16-May-23 5.00 [ICRA]AAA(stable)

INE733E07ID4 Bond Series 45 16-May-12 9.4376% 16-May-24 5.00 [ICRA]AAA(stable)

INE733E07IE2 Bond Series 45 16-May-12 9.4376% 16-May-25 5.00 [ICRA]AAA(stable)

INE733E07IF9 Bond Series 45 16-May-12 9.4376% 16-May-26 5.00 [ICRA]AAA(stable)

INE733E07IG7 Bond Series 45 16-May-12 9.4376% 16-May-27 5.00 [ICRA]AAA(stable)

INE733E07IH5 Bond Series 45 16-May-12 9.4376% 16-May-28 5.00 [ICRA]AAA(stable)

INE733E07II3 Bond Series 45 16-May-12 9.4376% 16-May-29 5.00 [ICRA]AAA(stable)

INE733E07IJ1 Bond Series 45 16-May-12 9.4376% 16-May-30 5.00 [ICRA]AAA(stable)

INE733E07IK9 Bond Series 45 16-May-12 9.4376% 16-May-31 5.00 [ICRA]AAA(stable)

INE733E07IL7 Bond Series 45 16-May-12 9.4376% 16-May-32 5.00 [ICRA]AAA(stable)

INE733E07IQ6 Bond Series 46 20-Jul-12 9.3473% 20-Jul-22 5.00 [ICRA]AAA(stable)

INE733E07IR4 Bond Series 46 20-Jul-12 9.3473% 20-Jul-23 5.00 [ICRA]AAA(stable)

INE733E07IS2 Bond Series 46 20-Jul-12 9.3473% 20-Jul-24 5.00 [ICRA]AAA(stable)

INE733E07IT0 Bond Series 46 20-Jul-12 9.3473% 20-Jul-25 5.00 [ICRA]AAA(stable)

INE733E07IU8 Bond Series 46 20-Jul-12 9.3473% 20-Jul-26 5.00 [ICRA]AAA(stable)

INE733E07IV6 Bond Series 46 20-Jul-12 9.3473% 20-Jul-27 5.00 [ICRA]AAA(stable)

INE733E07IW4 Bond Series 46 20-Jul-12 9.3473% 20-Jul-28 5.00 [ICRA]AAA(stable)

INE733E07IX2 Bond Series 46 20-Jul-12 9.3473% 20-Jul-29 5.00 [ICRA]AAA(stable)

INE733E07IY0 Bond Series 46 20-Jul-12 9.3473% 20-Jul-30 5.00 [ICRA]AAA(stable)

INE733E07IZ7 Bond Series 46 20-Jul-12 9.3473% 20-Jul-31 5.00 [ICRA]AAA(stable)

INE733E07JA8 Bond Series 46 20-Jul-12 9.3473% 20-Jul-32 5.00 [ICRA]AAA(stable)

INE733E07JB6 Bond Series 47 4-Oct-12 8.84% 4-Oct-22 390.00 [ICRA]AAA(stable)

INE733E07JC4 Bond Series 48 7-Mar-13 8.73% 7-Mar-23 300.00 [ICRA]AAA(stable)

INE733E07JD2 Bond Series 49 4-Apr-13 8.80% 4-Apr-23 200.00 [ICRA]AAA(stable)

INE733E07JE0 Bond Series 50-1A 16-Dec-13 8.41% 16-Dec-23 488.03 [ICRA]AAA(stable)

INE733E07JF7 Bond Series 50-2A 16-Dec-13 8.48% 16-Dec-28 249.95 [ICRA]AAA(stable)

INE733E07JG5 Bond Series 50-3A 16-Dec-13 8.66% 16-Dec-33 312.03 [ICRA]AAA(stable)

INE733E07JH3 Bond Series 50-1B 16-Dec-13 8.66% 16-Dec-23 208.64 [ICRA]AAA(stable)

INE733E07JI1 Bond Series 50-2B 16-Dec-13 8.73% 16-Dec-28 91.39 [ICRA]AAA(stable)

INE733E07JJ9 Bond Series 50-3B 16-Dec-13 8.91% 16-Dec-33 399.97 [ICRA]AAA(stable)

INE733E07JK7 Bond Series 51-A 4-Mar-14 8.19% 4-Mar-24 75.00 [ICRA]AAA(stable)

INE733E07JL5 Bond Series 51-B 4-Mar-14 8.63% 4-Mar-29 105.00 [ICRA]AAA(stable)

INE733E07JM3 Bond Series 51-C 4-Mar-14 8.61% 4-Mar-34 320.00 [ICRA]AAA(stable)

INE733E07JN1 Bond Series 52 24-Mar-14 9.34% 24-Mar-24 750.00 [ICRA]AAA(stable)

INE733E07JO9 Bond Series 53 22-Sep-14 9.17% 22-Sep-24 1,000.00 [ICRA]AAA(stable)

INE733E07JP6 Bond Series 54 25-Mar-15 8.49% 25-Mar-23 2,061.37 [ICRA]AAA(stable)



INE733E07JQ4 Bond Series 55 21-Aug-15 7.15% 21-Aug-25 300.00 [ICRA]AAA(stable)

INE733E07JR2 Bond Series 56-1A 5-Oct-15 7.11% 5-Oct-25 108.377 [ICRA]AAA(stable)

INE733E07JS0 Bond Series 56-2A 5-Oct-15 7.28% 5-Oct-30 129.048 [ICRA]AAA(stable)

INE733E07JT8 Bond Series 56-3A 5-Oct-15 7.37% 5-Oct-35 182.576 [ICRA]AAA(stable)

INE733E07JU6 Bond Series 56-1B 5-Oct-15 7.36% 5-Oct-25 65.964 [ICRA]AAA(stable)

INE733E07JV4 Bond Series 56-2B 5-Oct-15 7.53% 5-Oct-30 48.296 [ICRA]AAA(stable)

INE733E07JW2 Bond Series 56-3B 5-Oct-15 7.62% 5-Oct-35 165.740 [ICRA]AAA(stable)

INE733E07JX0 Bond Series 57 15-Dec-15 8.19% 15-Dec-25 500.000 [ICRA]AAA(stable)

INE733E07KA6 Bond Series 60 5-May-16 8.05% 5-May-26 1,000.000 [ICRA]AAA(stable)

INE733E07KC2 Bond Series 61 27-May-16 8.10% 27-May-26 357.500 [ICRA]AAA(stable)

INE733E07KD0 Bond Series 61 27-May-16 8.10% 27-May-31 357.500 [ICRA]AAA(stable)

www.icra .in

Page | 11

INE733E07KE8 Bond Series 62 23-Aug-16 7.58% 23-Aug-26 800.00 [ICRA]AAA(stable)

INE733E07KF5 Bond Series 63 16-Sep-16 7.47% 16-Sep-26 670.00 [ICRA]AAA(stable)

INE733E07KG3 Bond Series 64 7-Nov-16 7.49% 7-Nov-31 700.00 [ICRA]AAA(stable)

INE733E07KH1 Bond Series 65 24-Nov-16 6.72% 24-Nov-21 700.00 [ICRA]AAA(stable)

INE733E07KI9 Bond Series 66 14-Dec-16 7.37% 14-Dec-31 3,925.00 [ICRA]AAA(stable)

INE733E07KJ7 Bond Series 67 15-Jan-19 8.30% 15-Jan-29 4,000.00 [ICRA]AAA(stable)

INE733E07KK5 Bond Series 68 3-May-19 7.93% 3-May-22 3,056.50 [ICRA]AAA(stable)

INE733E07KL3 Bond Series 69 17-Jul-19 7.32% 17-Jul-29 4,300.00 [ICRA]AAA(stable)

INE733E08148 Bond Series 70 16-Apr-20 6.55% 17-Apr-23 4,374.10 [ICRA]AAA(stable)

INE733E08155 Bond Series 71 31-Jul-20 6.29% 11-Apr-31 1,000.00 [ICRA]AAA(stable)

INE733E08163 Bond Series 72 15-Oct-20 5.45% 15-Oct-25 4,000.00 [ICRA]AAA(stable)

INE733E08171 Bond Series 73 27-Jan-21 6.43% 27-Jan-31 2,500.00 [ICRA]AAA(stable)

INE733E08189 Bond Series 74 20-Apr-21 6.87% 21-Apr-36 3,996.00 [ICRA]AAA(stable)

INE733E07DB9 Bond Series 34 10-Jun-10 8.71% 10-Jun-21 10.00 [ICRA]AAA(stable) - withdrawn

INE733E07FJ7 Bond Series 39 9-Jun-11 9.3896% 9-Jun-21 7.00 [ICRA]AAA(stable) - withdrawn

INE733E07FY6 Bond Series 40 29-Jul-11 9.558% 29-Jul-21 5.00 [ICRA]AAA(stable) - withdrawn

INE733E07IA0 Bond Series 45 16-May-12 9.4376% 15-May-21 5.00 [ICRA]AAA(stable) - withdrawn

INE733E07IP8 Bond Series 46 20-Jul-12 9.3473% 20-Jul-21 5.00 [ICRA]AAA(stable) - withdrawn

INE733E07KB4 Bond Series 61 27-May-16 8.10% 27-May-21 357.50 [ICRA]AAA(stable) - withdrawn

*as on 15 June 2021

Source: Company

www.icra .in

Page | 12

Annexure-2: List of entities considered for consolidated analysis

Company Name NTPC Ownership

Consolidation Approach

NTPC Limited 100.00% (rated entity)

Full Consolidation

THDC India Ltd 74.496% Full Consolidation

NTPC Renewable Energy Limited 100% Full Consolidation

NTPC Mining Limited 100% Full Consolidation

North Eastern Electric Power Corporation Ltd (NEEPCO) 100% Full Consolidation

Kanti Bijlee Utpadan Nigam Ltd 100% Full Consolidation

Bhartiya Rail Bijlee Company Ltd 74% Full Consolidation

Patratu Vidyut Utpadan Nigam Ltd 74% Full Consolidation

Nabinagar Power Generating Company Ltd 100% Full Consolidation

NTPC Mining Ltd 100% Full Consolidation

NTPC Electric Supply Company Ltd 100% Full Consolidation

NTPC Vidyut Vyapar Nigam Ltd 100% Full Consolidation

Ratnagiri Gas & Power Private Ltd (JV upto 30 December 2020) 86.49% Full Consolidation

TUSCO Limited (subsidiary of THDC India Ltd)

Utility Powertech Ltd 50% Equity Method

NTPC-GE Power Services Private Ltd 50% Equity Method

NTPC-SAIL Power Company Ltd 50% Equity Method

NTPC Tamil Nadu Energy Company Ltd 50% Equity Method

Konkan LNG Private Ltd (upto 23 February 2021) 14.82% Equity Method

Aravali Power Company Private Ltd 50% Equity Method

NTPC BHEL Power Projects Private Ltd 50% Equity Method

Meja Urja Nigam Private Ltd 50% Equity Method

Transformers and Electricals Kerala Ltd 44.6% Equity Method

National High Power Test Laboratory Private Ltd 20% Equity Method

Energy Efficiency Services Ltd 47.15% Equity Method

CIL NTPC Urja Private Ltd 50% Equity Method

Anushakti Vidhyut Nigam Ltd 49% Equity Method

Hindustan Urvarak and Rasayan Ltd 29.67% Equity Method

KSK Dibbin Hydro Power Private Ltd. (Joint venture of Subsidiary Company, NEEPCO Ltd.) 30% Equity Method

Trincomalee Power Company Ltd 50% Equity Method

Bangladesh-India Friendship Power Company Pvt.Ltd 50% Equity Method

Source: NTPC Accounts FY2021

Note: ICRA has taken a consolidated view of the parent (NTPC), its subsidiaries and associates while assigning the ratings.

www.icra .in

Page | 13

ANALYST CONTACTS

Sabyasachi Majumdar

+91 1244545 304

[email protected]

Girishkumar Kadam +91 226114 3441 [email protected]

Manish Ballabh +91 124 4545812 [email protected]

Siddhartha Kaushik +91 124 4545323

[email protected]

RELATIONSHIP CONTACT

L Shivakumar +91 22 6169 3300 [email protected]

MEDIA AND PUBLIC RELATIONS CONTACT

Ms. Naznin Prodhani Tel: +91 124 4545 860 [email protected]

Helpline for business queries

+91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm)

[email protected]

About ICRA Limited:

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Contents may be used freely with due acknowledgement to ICRA.

ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance,

which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to

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�

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AUTHORISATION

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NTPC Limited(A Govt. of India Enterprise)

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I, Anil Kumar Gautam, Director (Finance) of NTPC Limited, by virtue of authority vested in me in terms of the resolutions passed by the Board of Directors of NTPC Limited in its 50! 5t meeting held on 31.07.2021, in connection with issue of secured/unsecured , redeemable , non-cumulative, non-convertible, taxable/tax free bonds ("Bonds") on private placement basis to be issued till the period ending 27.09.2022 or the date of Annual General Meeting in financial year 2022-23 whichever is earlier, hereby authorize Mr. Aditya Dar, Executive Director (Finance) and Mr. Masood A. Ansari, General Manager (Finance) of NTPC Limited severally to do all necessary acts in respect of issue, allotment, listing and security creation of Bonds which inter-alia includes:

I. to obtain approvals, clarifications/relaxations from Securities and Exchange Board of lndia(SEBI), Reserve Bank of India (RBI), Stock Exchanges or any other statutorybody/organization to facilitate issue and allotment of bonds.

2. to finalize the contents of and sign the agreements, memorandum of understandings, letterof awards etc. to be signed/issued to various Intermediaries required to be appointed forissuing bonds, if necessary under the common seal of the Company, in accordance withthe Articles of Association of the Company and to approve charges and authorize paymentof remuneration, fees, brokerage, commission, out of pocket expenses and any otherexpenses, security deposit, bank guarantee to Intermediaries in connection with issue ofbonds.

3. to open, operate and close current account (s) for receipt of application money, escrowaccount(s), refund account(s) etc. (collectively, the "bank account(s)") of the Companyas required under Companies Act and SEBI Regulations as amended and execute alldocuments/deeds as may be necessary in this regard.

4. to make necessary declarations relating to compliance of Companies Act and rules madethere under, keep records of private placement offer, sign forms, offer documents and doall necessary acts in respect of filing of any notices, reports, returns, consents,undertakings, offer documents etc. with Stock Exchanges, Registrar of Companies, SEBI,RBI, Income Tax Department and other Statutory Authorities.

5. to approve allotment of Bonds including finalization of basis of allotment, issue ofallotment confirmations and advice, credit of bonds to bondholders DEMA T accountsthrough corporate action/physical issuance, open and operate DEMAT account(s) fortransfer of unclaimed bonds and execute all documents, deeds, agreements,.undertakings,forms, applications with various Intermediaries and Depositories as may be necessary forissue and aflotment of bonds and undertaking above activities.

6. to execute/ make all the required documents/ deeds/ undertakings/declarations, furnishcertified copies of the resolutions for issue of Bonds, appear before the Sub-Registrar, giveoral consent and do all such other acts as may be necessary for creation of securities or formodification of charge created on assets of the Company in favor of the Trustee or forvacation of charge created on assets of the Company, if necessary, under the Common Sealof the Company and to take the said common seal out of New Delhi for such p

C1: and

/

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� � � : L40101DL1975G0I007966, ·· • . . !Area Lodi Road, New Oelhi-110003 .

Registered Office: NTPC Bhawan, SCOPE Complex,N7 l��t;t�:;�';387333

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----- -

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to deposit by actual/constructive delivery to the Trustee the original/certified copies of the Title Deeds in respect of those properties of the Company which may be identified for the purpose of creation of securities and to authorize the Trustee to continue to hold and to retain the said title deeds as securities for the deemed repayment, redemption and discharge of the said Bonds by the Company to the holders thereof together with interest, remuneration payable to the trustee, cost, charges, expenses and other monies that may become payable to the Trustee.

7. to make application to Stock Exchange(s), finalize the contents of documents to besubmitted/filed with the Stock Exchange(s), execute the listing agreement(s) under theCommon Seal of the Company, ifnecessary, in accordance with the Articles of Associationof the Company for enabling Listing of the Bonds, accept any changes that may be effectedby SEBI/Stock Exchange(s) to the listing agreement during its tenure and execute anyother related documents/ undertakings with Stock Exchange(s) for the bonds proposed tobe listed on the Stock Exchange(s).

8. to do all necessary acts for operation of the terms and conditions governing the Bondsissued.

The specimen signatures of the authorized personnel are enclosed.

Place: New Delhi Date: -60j<i/::lOl.l

(Anil Kumar Gautam) Director (Finance)

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List of Authorised Signatories for all activities related with issue of Bonds and to open, operate and close current account (s) for receipt of application money, escrow account(s), refund account(s) etc. (collectively, the "bank account(s)") of the Company up to 27.09.2022 or date of Annual General Meeting in financial year 2022-23 whichever is earlier

Name, Desienation Specimen Sienatures Mr. Aditya Dar, Executive Director (Finance)

Mr. Masood A. Ansari, General Manager (Finance)

Place: New Delhi Date: So) q} '.).1) 2-,

I� (Anil Kumar Gautam)

Director (Finance)

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� �: i;:-1t'IQ'\� lt<A, 't<Pl't <f>l"'l <ffl. 7, Ii �'i �- 0 coin�: www.ntpc.co.1n 'f"''�"' � ;j . 011-24387333 � of.: 011-24361018. 1-.,<'1. ntpccc@ tpc. . .

� � �: L40101DL1975GOI007966. .. • . . Lodi Road NewDelhi-110003

Registered Office: NTPC Bhawan, SCOPE Complex,N7 l�so

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Fax No.: 0'11-24361018, E-mail: [email protected]

01010L 1975GOI007966 Telephone o.. corporate Identification Number: L4

Website : www.ntpc.co.in

----- -

1345TH INTEGRATED ANNUAL REPORT 2020-21

NTPC LimitedCIN: L40101DL1975GOI007966

Regd. Office: NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi-110 003

Tel. no.: 011-24360959 Fax: 011-24360241 Email: [email protected] Website: www.ntpc.co.in

NOTICE

NOTICE is hereby given that the 45th Annual General Meeting of the Members of NTPC Limited will be held on Tuesday, 28th September, 2021 at 10.30 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), to transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2021, the reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2021 and the report of the Auditors thereon and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as an Ordinary Resolutions:

a) Resolved that the audited financial statement of the Company for the financial year ended 31st March 2021 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.

b) Resolved that the audited consolidated financial statement of the Company for the financial year ended 31st March 2021 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.

2. To confirm payment of interim dividend and declare final dividend for the financial year 2020-21 and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that an interim dividend @ 30.00% (` 3.00 per equity share of ` 10/-) on the paid up equity share capital of the Company and final dividend @ 31.5% ( ` 3.15 on per equity share of ` 10/-) as recommended by the Board of Directors be and is hereby declared out of the profits of the Company for the financial year 2020-21.

3. To appoint Shri Anil Kumar Gautam (DIN: 08293632) Director (Finance), who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Anil Kumar Gautam (DIN: 08293632), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.

4. To appoint Shri Dillip Kumar Patel (DIN: 08695490) Director (HR), who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Dillip Kumar Patel (DIN: 08695490), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.

5. To fix the remuneration of the Statutory Auditors for the financial year 2021-22 and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that the Board of Directors of the Company be and is hereby authorised to fix an appropriate remuneration of Statutory Auditors of the Company, appointed by the Comptroller and Auditor General of India for the financial year 2021-22.

SPECIAL BUSINESS:

6. To reappoint Shri Gurdeep Singh (DIN: 00307037), as Chairman & Managing Director of the Company and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

Resolved that pursuant to the order No. 8/2/2020-Th-1 dated 16th October 2020 issued by the Ministry of Power and statutory provisions, as may be applicable, Shri Gurdeep Singh (DIN: 00307037) be and is hereby re-appointed as Chairman & Managing Director on terms & conditions as fixed by the Government of India.

7. To increase borrowing powers of the Company from ` 2,00,000 Crore to ` 2,25,000 Crore and, in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

Resolved that in supersession of the resolution approved by shareholders on 21st August, 2019, consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof constituted for this purpose) under Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) thereof) and applicable laws, rules and regulations, guidelines etc., if any, to borrow money for the purposes of the business of the Company as may be required from time to time either in foreign currency and /or in Indian rupees, as may be deemed necessary, on such terms and conditions and with or without security as the Board may think fit, which together with the monies already borrowed by the Company (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) at any time shall not exceed in the aggregate ` 2,25,000 Crore (Rupees Two Lakh Twenty Five Thousand Crore only) irrespective of the fact that such aggregate amount of borrowings outstanding at any one time may exceed the aggregate, for the time being, of the paid-up capital, securities premium and free reserves of the Company.

NO

TIC

E O

F 45

TH A

GM

14 45TH INTEGRATED ANNUAL REPORT 2020-21

Further resolved that the Board be and is hereby authorised to do or cause to be done all such acts, matters, deeds and other things as may be required or considered necessary or incidental thereto, for giving effect to the aforesaid resolution.

8. To mortgage or create charge over the movable and immovable properties of the Company in favour of lenders in connection with the borrowings of the Company and, in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

Resolved that pursuant to provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof), the consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof constituted for this purpose) to create such charges, mortgages and hypothecations in addition to existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future and in such form and manner as the Board may deem fit in favour of Banks/ Financial Institutions/ Agents/ Trustees etc. (hereinafter referred to as “Lenders”) for securing the borrowings availed/to be availed by way of rupee/foreign currency loans, other external commercial borrowings, issue of debentures / Bonds etc. on such terms and conditions as may be mutually agreed with the lenders of the Company towards security for borrowing of funds for the purposes of business of the Company.

Further resolved that the Board be and is hereby authorized and it shall always be deemed to have been so authorized to finalize and execute with the Lenders the requisite agreement, documents, deeds and writings for borrowing and/ or creating the aforesaid mortgage(s) and/ or charge(s) and to do all such other acts, deeds and things as may be necessary to give effect to the above resolutions.

9. To ratify the remuneration of the Cost Auditors for the financial year 2021-22 and, in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

Resolved that pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s)], the Company hereby ratifies the remuneration of ` 42,52,000/- (Rupees Forty-Two Lakh and Fifty-Two thousand only) as approved by the Board of Directors payable to Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2021-22 as per detail set out in the Statement annexed to the Notice convening this Meeting.

Further resolved that the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution.

10. To raise funds upto ` 18,000 Crore through issue of Bonds/Debentures on Private Placement basis and, in this regard, to consider and if thought fit, to pass following resolution as a Special Resolution:

Resolved that pursuant to Section 42 and other applicable provisions of the Companies Act, 2013 read with Rule 14 (1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and any other applicable statutory provisions (including any statutory modification or re-enactments thereof) the Board of Directors of the Company (the “Board”) be and are hereby authorized to make offer(s) or invitation(s) to subscribe to the secured/unsecured, redeemable, taxable/tax-free, cumulative/non-cumulative, non-convertible debentures (“Bonds”) up to ` 18,000 Crore in one or more tranches/series not exceeding 30 (thirty), through private placement, in domestic market for capex, working capital and general corporate purposes, during the period commencing from the date of passing of Special Resolution till completion of one year thereof or the date of next Annual General Meeting in the financial year 2022-23 whichever is earlier in conformity with rules, regulations, notifications and enactments as may be applicable from time to time, subject to the total borrowings of the Company approved by the shareholders under Section 180 (1)(c) of Companies Act, 2013.

Further resolved that the Board be and is hereby authorized to do or delegate from time to time, all such acts, deeds and things as may be deemed necessary to give effect to private placement of such Bonds including but not limited to determining the face value, issue price, issue size, tenor, timing, amount, security, coupon/interest rate, yield, listing, allotment and other terms and conditions of issue of Bonds as it may, in its absolute discretion, consider necessary.

By order of the Board of Directors

(Nandini Sarkar)

Company Secretary

Place: New Delhi

Date: 26th August, 2021

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Notes: -

1. In view of Covid-19 pandemic situation, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated January 13th, 2021 read together with circulars dated April 8th, 2020, April 13th, 2020 and May 5th, 2020 (collectively referred to as “MCA Circulars”), permitted convening the Annual General Meeting (“AGM”/“Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (”the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being held through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.

2. In compliance with the statutory guidelines, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www.ntpc.co.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of Central Depository Services (India) Limited (CDSL) (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com. Shareholders are advised to contact Registrar and Share Transfer Agent (RTA), at the address mentioned in Para 13 below, with details like name, folio no. and self attested copy of PAN & AADHAR in order to update their email ID.

3. Since this AGM is being held through VC/OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM. Hence, Proxy Form and Attendance Slip are not annexed hereto. However, in terms of the provisions of Section 112 and Section 113 of the Act, representatives of the Members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Members of the Company under the category of Institutional Investors are requested to attend and vote at the AGM through VC. Corporate Members/ Institutional Investors intending to appoint their authorized representatives pursuant to Section 113 of the Act, to attend the AGM through VC or OAVM or to vote through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by e-mail at [email protected].

6. Pursuant to Section 139 of the Companies Act, 2013, the Auditors of a Government Company are to be appointed or re-appointed by the Comptroller and Auditor General of India (C&AG) and in pursuant to Section 142 of the Companies Act, 2013, their remuneration is to be fixed by the Company in the Annual General Meeting or in such manner as the Company in general meeting may determine. The Members of the Company, in 44th Annual General Meeting held on September 24th, 2020, had authorized the Board of Directors to fix the remuneration of Statutory Auditors for the financial year 2020-21. Accordingly, the Board of Directors has fixed audit fee of ` 2,19,24,000/- (Rupees Two Crore Nineteen Lakh Twenty Four Thousand only) for the Statutory Auditors for the financial year 2020-21 in addition to applicable GST and reimbursement of actual traveling and out-of-pocket expenses for visits to accounting units. The Statutory Auditors of the Company for the year 2021-22 are yet to be appointed by the C&AG. Accordingly, the Members may authorize the Board to fix an appropriate remuneration of Statutory Auditors as may be deemed fit by the Board for the year 2021-22.

7. The Register of Members and Share Transfer Books of the Company will remain closed from 22nd September 2021 to 28th September 2021 (both days inclusive) for the purpose of AGM.

8. The relevant explanatory statement pursuant to Section 102 of the Companies Act, 2013, in respect of Special Businesses, as set out above is annexed hereto.

9. Brief resume of the Directors seeking appointment or re-appointment at Annual General Meeting (AGM), as required under Regulation 36 of SEBI Listing Regulations is annexed hereto and forms part of the Notice.

10. None of the Directors of the Company is in any way related with each other.

DIVIDEND:

11. The Board of Directors, in its meeting held on 4th February 2021 had declared an interim dividend @ 30 % (` 3.00 per share) on the paid-up equity share capital of the company which was paid on February 26, 2021. Further, the Board of Directors, in its Meeting held on 19th June 2021 has recommended a final dividend @ 3.15% (` 3.15 per share) on the paid-up equity share capital of the Company.

12. The Company has fixed 10th September 2021 as record date for the purpose of payment of the final dividend. Final dividend, if approved at the AGM shall be paid on or after 8th October 2021.

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TDS on dividend:

13. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct TDS from dividend paid to the Members at rates prescribed under the Income Tax Act, 1961 (“IT Act”). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company/RTA by sending the required documents by Friday, September 10, 2021. For the detailed process, please visit website of the Company https://www.ntpc.co.in/investors/Dividend TDS Communication. The aforesaid documents, as applicable, are required to be emailed at [email protected] and [email protected], to enable the Company to determine the appropriate TDS rates. No communication on the tax determination/deduction received post Friday, September 10th, 2021, 1730 Hours (IST) shall be considered for payment of the Final Dividend.

Further, in order to receive the dividend in a timely manner, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means are requested to send the following documents to our RTA - Beetal Financial & Computer Services Pvt. Ltd. at 3rd Floor, Beetal House, 99, Madangir,Delhi-110062 latest by Monday, September 6th, 2021:

a) A signed request letter by the first holder, mentioning the name, folio number, complete address and following details relating to bank account in which the dividend is to be received:

i. Name of Bank and Bank Branch;

ii. Bank Account Number & Type allotted by your bank after implementation of Core Banking Solutions; and

iii. 11-digit IFSC Code;

iv. 9 digit MICR Code.

b) Original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;

c) Self-attested copy of the PAN CARD; and

d) Self-attested copy of any document (such as AADHAR CARD, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

Members holding shares in demat form may please note that their bank details as furnished by the respective DPs to the Company will be considered for remittance of dividend as per the applicable regulations of the DPs and the Company will not entertain any direct request from such Members for change/addition/deletion in such bank details. Accordingly, the Members holding shares in demat form are requested to update their Electronic Bank Mandate with their respective DPs. Any instruction pertaining to the remittance of dividend would not be entertained other than the particulars that are mapped with the DPs.

INVESTOR EDUCATION AND PROTECTION FUND:

14. Pursuant to the provisions of section 124(5) of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed interim dividend and final dividend for the financial year 2012-13 and interim dividend for the financial year 2013-14 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of IEPF Rules & amendments thereto, the Company shall upload the details of unpaid and unclaimed amounts lying with the Company as on the date of closure of financial year i.e. March 31, 2021 on the website of the Company (www.ntpc.co.in) and also on the website of the Ministry of Corporate Affairs (www.iepf.gov.in).

15. Attention of the members is drawn to the provisions of Section 124(6) of the Act which require a company to transfer all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more, in the name of IEPF Authority. In accordance with the aforesaid provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Company has transferred shares to the IEPF authority from time to time. Members are advised to visit the web-link: https://www.ntpc.co.in/en/Investors/miscellaneous-download to check details of shares transferred to IEPF authority. The procedure for claiming shares from IEPF account is also available on the website of the Company.

16. Unclaimed final dividend for the financial year 2013-14 and Interim dividend for the financial year 2014-15 will be due for transfer to the Investor Education and Protection Fund of the Central Government on or before November 1st, 2021 and March 30th, 2022 respectively pursuant to the provisions of Section 124 of the Companies Act, 2013. Accordingly, corresponding shares on which dividend has not been paid or claimed for seven consecutive years shall also be liable to be transferred to the account of IEPF.

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WEBCASTING:

17. In compliance with the provisions of Regulation 44(6) of the SEBI Listing Regulations, the Company shall provide live webcast of proceedings of AGM from 10.30 A.M. (IST) onwards on Tuesday, 28th September 2021.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

18. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice and up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].

OTHER INFORMATION:

19. Members holding shares in multiple folios in physical mode are requested to apply for consolidation to the Company or its Registrar & Transfer Agent (RTA) along with relevant Share Certificates.

20. SEBI, vide notification dated 8th June, 2018 has mandated that after 4th December, 2018, except in case of transposition and transmission of shares, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, Shareholders holding shares in physical form, are advised to dematerialize their shares.

21. Members, holding shares in physical form, may avail the facility of nomination in terms of Section 72 of the Companies Act, 2013 by nominating in the Form-SH 13 as prescribed in the Companies (Share Capital & Debentures) Rule, 2014, any person to whom their shares in the Company shall vest on occurrence of event stated in the Form. Persons holding shares in physical form may send Form-SH 13 in duplicate to RTA of the Company. In case of shares held in dematerialized form, the nomination has to be lodged with the respective DP.

22. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members are, therefore, requested to update their PAN with their DP/ RTA of the Company.

23. Annual listing fee for the year 2021-22 has been paid to all Stock Exchanges wherein shares of the Company are listed. Also, the Annual Custodian Fee for the year 2020-21 was paid to both Depositories i.e. Central Depository Services (India) Limited and National Securities Depository Limited.

24. Since the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.

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Annexure to Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to Special Businesses mentioned in the accompanying notice:

Item No. 6: Re-appointment of Shri Gurdeep Singh as Chairman & Managing Director

Shri Gurdeep Singh (DIN: 00307037) was appointed as Chairman & Managing Director, by the President of India vide Ministry of Power letter No.8/1/2016-Th-l dated 28th January, 2016 for a period of five years from the date of assumption of charge of the post, or until further orders. The appointment of Shri Gurdeep Singh as Chairman & Managing Director was approved by the shareholders in the 40th Annual General Meeting of the Company held on 20th September 2016. Subsequently, Ministry of Power acting on behalf of the President of India, through letter no. 8/2/2020-Th.1 dated 16th October, 2020, has communicated that in pursuance of the Secretariat of Appointments Committee of the Cabinet’s (ACC) order No.20/04/2016- EO (ACC) dated 9th October, 2020, the tenure of Shri Gurdeep Singh, CMD , NTPC is further extended w.e.f. 4th February, 2021 till 31st July, 2025, i.e. the date of his superannuation, or until further order, whichever is earlier. Pursuant to order of Ministry of Power, the Board of Directors of your company in its meeting held on 2nd November, 2020 had accorded approval for extension of tenure of Shri Gurdeep Singh till 31st July, 2025 i.e the date of his superannuation or until further order, whichever is earlier.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership/Chairmanship of Committees and other particulars are enclosed with this notice.

None of the Directors, Key Managerial Personnel of the Company or their relatives except Shri Gurdeep Singh, is in any way, concerned or interested, financially or otherwise, in the resolution.

The Board recommends the resolution for your approval.

Item No. 7 & 8: Increase in borrowing limit from ` 2,00,000 Crore to ` 2,25,000 Crore and to create charge on the assets of the Company in connection with the borrowings of the Company

NTPC is India’s largest energy conglomerate and a Maharatna Company having presence in the entire value chain of the power generation business. NTPC is primarily engaged in the business of generation of electricity from thermal, hydro or Renewable energy sources. The Company has installed capacity of 64,496 MW (including generation from subsidiaries & joint ventures) as on 31st March 2021. To strengthen its core business, the Company has diversified into the fields of Coal Mining, Consultancy, Ash utilization etc. The Company is in rapid capacity addition mode. The projects, except renewable energy projects, of the Company are to be financed by debt & equity in the ratio of 70:30. Renewable Energy Projects are financed by debt & equity in the ratio of 80:20. The main constituents of the Company’s borrowings are generally in the form of bonds/ debentures, rupee term loans from banks and financial institutions, foreign currency loans, foreign currency bonds etc.

As per the requirements of Section 180(1)(c) of the Companies Act, 2013, the shareholders of the Company by a special resolution passed at the 43rd Annual General Meeting of the Company held on 21st August 2019 had authorized Board of Directors to borrow upto ` 2,00,000 Crore i.e. in excess of paid up share capital, free reserves and balance in share premium account. Keeping in view the future Capex requirements and funds to be tied up for the same and to take care of forays into new business vertical and any unanticipated investment requirements in future, a need is felt to enhance the existing borrowing limits. It is therefore proposed to increase the prescribed limit for borrowing to ` 2,25,000 Crore from current approved limit of ` 2,00,000 Crore.

Further, in terms of the provisions of Section 180(1)(a) of the Companies Act, 2013, a Company cannot sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking or undertakings of the Company without the consent of the Shareholders of the Company by way of a Special Resolution.

The large portion of capital expenditure requirement of the Company has to be funded by debt. The raising of funds through debt usually requires creation of security on the immovable/movable properties, present or future, of the Company in favour of lenders which may tantamount to otherwise disposing of the undertakings of the Company.

In view of the above, approval of the Shareholders of the Company is being sought by way of Special Resolution (s) under provisions of Section 180 (1)(c) and Section 180 (1)(a) of the Companies Act, 2013, for authorizing the Board of Directors to borrow money from time to time, exceeding the paid up share capital, free reserves and share premium of the Company provided that total amount so borrowed (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) shall not at any time exceed ` 2,25,000 Crore and for creation of charge/mortgage on the assets of the Company in connection with the borrowings.

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The Board of Directors of the Company in its 499th Meeting held on 19th June 2021 had approved the above proposal and recommended the same for approval of shareholders.

The Directors or Key Managerial Personnel or their relatives do not have any interest, financial or otherwise, in passing of the said Special Resolution(s), except to the extent of their shareholding in the Company.

Item No. 9: Ratification of Remuneration payable to Cost Auditors

Based on recommendation of Audit Committee, appointment of Cost Auditors for the Financial year 2021-22 was decided by the Board of Directors. The Board of Directors in its meeting held on 23rd August, 2021 has accorded approval for payment of total fee of ` 42,52,000/- (Rupees Forty Two Lakhs and Fifty Two Thousand Only) for cost audit for the Financial year 2021-22. The fee structure for cost audit is broadly based on station capacity and number of stations. The reimbursement of applicable statutory taxes/levies shall be in addition to fees.

As per Rule 14 of Companies (Audit and Auditors) Rules, 2014 read with Section 148(3) of the Companies Act, 2013, the remuneration recommended by the Audit Committee shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Accordingly, members are requested to ratify the remuneration payable to the Cost Auditors for the financial year 2021-22.

The Board of Directors recommended the passing of the proposed Resolution by members of the Company.

The Directors or Key Managerial Personnel or their relatives do not have any concern or interest, financial or otherwise, in passing of the said Ordinary Resolution, except to the extent of their shareholding in the Company.

Item No. 10: To raise funds up to ` 18,000 Crore through issue of Bonds/Debentures on Private Placement basis

The Company is the largest power producer in India. As the Company is under a rapid capacity expansion mode, major portion of capital expenditure requirement of the Company has to be funded by debt. The Company borrows in the form of non-convertible bonds/debentures, rupee term loans from banks and financial institutions, foreign currency borrowings, foreign currency bonds etc. The non-convertible bonds/debentures are raised by the Company under public issue route or through private placement basis.

In addition to capital expenditure requirement as explained above, Company also needs to borrow for meeting its working capital requirement and other general corporate purpose which is partly proposed to be met through issuance of non-convertible bonds.

The provisions of Section 42 of Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 require the Company to seek a Special Resolution from its shareholders for raising the NCDs on private placement basis. However, in case of offer or invitation for “non-convertible debentures”, it shall be sufficient, if the Company passes a previous Special Resolution only once in a year for all the offers or invitations for such debentures during the year.

In view of the above, approval of the Shareholders of the Company is being sought to authorize the Board of Directors to make offer(s) or invitation(s) to subscribe to the secured/unsecured, redeemable, taxable/tax-free, cumulative/non-cumulative, non-convertible debentures (“Bonds”) up to `18,000 Crore in one or more tranches/series not exceeding 30 (thirty), through private placement, in domestic market for capex, working capital and general corporate purposes during the period commencing from the date of passing of Special Resolution till completion of one year thereof or the date of next Annual General Meeting in the financial year 2022-23 whichever is earlier, subject to ceiling approved by the shareholders under Section 180(1)(c) of Companies Act, 2013.

The Board of Directors of the Company in its Meeting held on 31st July 2021 has approved the proposal and recommends the passing of the proposed Special Resolution.

The Directors or key managerial personnel or their relatives do not have concern or interest, financial or otherwise, in passing of the said Special Resolution, except to the extent of their shareholding in the Company.

By order of the Board of Directors

(Nandini Sarkar) Company Secretary

Place: New Delhi Date: 26th August, 2021

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A. GENERAL INSTRUCTIONS FOR SHAREHOLDERS JOINING MEETING, REMOTE e-VOTING AND e-VOTING DURING AGM:

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first serve basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first serve basis.

2. The voting period begins on Friday, 24th September, 2021 at 9:00 AM and ends on Monday, 27th September, 2021 at 5:00 PM. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, 21st September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops/iPads for better experience.

5. Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as speakers by sending their request in advance at least seven days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at [email protected]. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as may be appropriate for smooth conduct of the AGM. Members who are not able to join this Meeting over video conferencing will be able to view the live webcast of proceedings of AGM on the website of the Company. The shareholders who do not wish to speak during the AGM but have queries in respect of items of businesses proposed to be transacted at the meeting, may send their queries in advance 7 (Seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied by the company suitably by email.

8. Those shareholders who have registered themselves as speakers will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and did not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

B. LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL MEETINGS FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE

1. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 on e-Voting facility, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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2. Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding securities in Demat mode with CDSL

Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi /Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.

After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KFintech/BEETAL/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.

If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL

If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

C. LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL MEETING FOR SHAREHOLDERS OTHER THAN INDIVIDUAL SHAREHOLDERS HOLDING IN DEMAT FORM & PHYSICAL SHAREHOLDERS.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

(ii) After entering these details appropriately, click on “SUBMIT” tab.

(iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through the CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(v) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

Login type Helpdesk details

Individual Shareholders holding securities in Demat mode with CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738 and 022-23058542/43.

Individual Shareholders holding securities in Demat mode with NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

For Shareholders holding shares in Demat Form other than individual and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Dividend Bank Detailsor Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (3).

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If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(ix) Once you “CONFIRM”, your vote on the resolution, you will not be allowed to modify your vote.

(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xii) Facility for Non – Individual Shareholders and Custodians– Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with the attested specimen signature of the duly authorized signatory who is authorized to vote, to the Scrutinizer at e-mail Id [email protected] and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

D. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

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Brief resume of Director seeking appointment/re-appointment:

Name Shri Gurdeep Singh Shri Anil Kumar Gautam Shri Dillip Kumar Patel

Date of Birth & Age 7.7.196556 Years

25.5.196259 Years

30.4.196457 Years

Date of Appointment 4.2.2016 18.10.2019 1.4.2020

Qualifications Mechanical Engineer from NIT, Kurukshetra and Management Education Program from IIM Ahmedabad

Graduate in Commerce, fellow member of the Institute of Cost Accountants of India and LLB

Graduated in Mechanical Engineering from NIT, Rourkela and Post Graduate Diploma in Business Management (HR & Finance) from MDI, Gurgaon

Expertise in specific functional area

He has over 30 years of experience in power sector. He started his career in 1987 as an Engineer Trainee with NTPC and has worked his way through various ranks in both public and private sectors. He has worked at CXO/Senior positions in Indian companies as well as in multi-national companies.

Prior to joining NTPC, Shri Gurdeep Singh was Managing Director, Gujarat State Electricity Corporation Limited.

He has more than 37 years of rich experience in various aspects of Finance & Accounts including financial reporting & structuring, strategic planning, long & short term debt financing in domestic and international markets, cost & Internal controls, acquisitions, corporate governance & risk management, budgeting, investors’ relations, taxation and regulatory affairs and Enterprise Resource planning.

He has an illustrious career spanning over more than three decades entailing both line and HR functions. After initial exposure of working in Operation & Maintenance, he took a leap in his career and switched to core HR function in 1997. He looked after various facets of HR and subsequently moved on to become the Head of HR of Koldam, the first hydro project of NTPC. He had been Head of HR at various projects of NTPC such as NSPCL-Bhilai, Sipat, and Tanda for about 13 years. He had a short stint as Regional Head of HR of Easter Region-II before being appointed to the post of Director (HR) in NTPC.

Directorship held in other companies

1. Bangladesh-India Friendship Power Company Private Limited (Foreign Company)

1. NTPC Vidyut Vyapar Nigam Limited2. Meja Urja Nigam Private Limited 3. THDC (India) Limited4. North Eastern Electric Power

Corporation Limited

1. Aravali Power Company Private Limited

2. NTPC SAIL Power Company Limited

3. NTPC Electric Supply Company Limited

4. Patratu Vidyut Utpadan Nigam Limited

Memberships/ Chairmanship of Committees across all Public Companies*

Audit Committee: NIL

Stakeholders’ Relationship Committee: NIL

Audit Committee:1. NTPC Vidyut Vyapar Nigam

Limited- Chairman2. North Eastern Electric Power

Corporation Limited – MemberStakeholders’ Relationship Committee:1. NTPC Limited - Member

Audit Committee: NIL

Stakeholders’ Relationship Committee: NIL

No. of Shares held in NTPC Limited as on 31.3.2021

5,828 12,370 NIL

Attendance in Board Meetings held during 2020-21

No. of meetings held:14

No. of meetings attended:12

No. of meetings held:14

No. of meetings attended: 14

No. of meetings held: 14

No. of meetings attended: 14

*In line with Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, membership of the Audit Committee and Stakeholders’ Relationship Committee have only been taken into consideration.

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fv.i.iiiil �

Ref. No.:O I/ FNISD/Compliance/2 l -22/Q3

Manager General Manager

l!rtc!lzffdl fl;,{1,es ('1fm'r � <51 ;mir)

NTPC Limited (A Govt. of India Enterprise)


Dated: 29/0 l /2022

Listing Department National Stock Exchange of India Ltd. Exchange Plaza , Sandra Kurla Complex Bandra(E), Mumbai- 400 05 I

Department of Corporate Services BSE Limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai -400 00 I

Sub: Outcome of Board Meeting

Dear Sir,

• Submission of Unaudited Financial Results for the quarter and nine-months ended

December 31, 2021

• Interim Dividend for the Financial Year 2021-22

We are enclosing the Unaudited Financial Results (Standalone & Consolidated) for the quarter and nine-months ended December 31, 2021, in the prescribed format as required under Regulation 33(3) of the SEBI (LODR) Regulations, 2015. The results have been reviewed by the Audit Committee of the Board of Directors and approved by the Board of Directors in their respective meetings held on January 29, 2022.

Further, as required under Regulation 33(2)(c) of the SEBI (LODR) Regulations, 2015, also enclosed is a copy of the "Limited Review Report" by the Statutory Auditors on the unaudited financial results (Standalone & Consolidated) of the Company for the quarter and nine-months ended December 31, 2021. The "Limited Review Report" has been placed before the Board of Directors in their meeting held on January 29, 2022.

The information as required under Regulation 52(4) of the SEBI (LODR) Regulations, 2015 is also covered in the Unaudited Financial Results (Standalone & Consolidated) submitted herewith.

Statutory Auditor's certificate with respect to listed non-convertible debt securities of the Company as on December 31, 2021 in terms of Regulation 54 read with regulation 56 (I) (d) of the SEBI (LODR) Regulations, 2015 is also submitted herewith.

Further, Board of Directors in its aforesaid meeting decided, inter alia, to pay interim dividend at the rate of 40% (Rs.4/- per share) on the face value of paid-up equity shares of Rs. I 0/- each for the financial year 2021-22.

The date of payment / dispatch of dividend shall be February 21, 2022.

The Board Meeting commenced at ..2-: 3o P.M .and concluded at '5': O O P. M '

The submitted information shall also be hosted on the NTPC's website.

Thanking you.

Yours faithfully, l.. _ /

N��-�-�-�---(Nandini Sarkar) Company Secretary & Compliance officer

Encl.: As Above

� � : Q-li'IQl;al 'll<R. � <f>l'<lclcffi, 7, �-«l<l{M<1 'Qfurr. m.ft � � �-110003 mtc � � : L40101DL 1975G01007966, � .i.: 011-24387333, � .i.: 011-24361018, �: [email protected], �: www.ntpc.co.in

Registered Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodi Road, New Delhi-110003 . Corporate Identification Number: L40101DL 1975GOI007966, Tel�phone No.: 011-�4387333, Fax No.: 011-24361018, E-mail: [email protected]


NTPC LIMITED

Regd Office: NTPC Bhawan, SCOPE Complex, 7 Institutional area, Lodhi Road, New Delhi -110003

CIN-L40101 DL 1975GOI007966, website: www.ntpc.co.in

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED

31 DECEMBER 2021

SI. No.

Particulars

Income (a) Revenue from operations (b) Other incomeTotal Income (a+b)

2

2 Expenses (a) Fuel cost (b) Electricity purchased for trading (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense (f) Other expenses Total expenses (a+b+c+d+e+f)

3 Profit before exceptional Items, tax and regulatory deferral account balances (1-2)

4 Exceptional items-(income) / expense (Refer Note 9) 5 Profit before tax and regulatory deferral account balances

(3-4) 6 Tax expense:

(a) Current tax (Refer Note 10) (b) Deferred tax

Total tax expense (a+b) 7 Profit before regulatory deferral account balances (5-6) 8 Net movement in regulatory deferral account balances (net of

tax)

9 Profit for the period (7+8) 10 Other comprehensive income

Items that will not be reclassified to profit or loss (a) Net acturial gains/(losses) on defined benefit plans (b) Net gains/(losses) on fair value of equity instruments Income tax on items that will not be reclassified to profit or loss

(a) Net acturial gains/(losses) on defined benefit plans Other comprehensive income for the period (net of tax)

11 Total comprehensive income for the period (9+10)

12 Earnings per share (of· 10/- each) - (not annualised) (including net movement in regulatory deferral account balances): Basic and Diluted (in ')

13 Earnings per share (of · 10/- each) - (not annualised) (excluding net movement in regulatory deferral account balances): Basic and Diluted (in·)

Quarter ended

31.12.2021 (Unaudited)

28864.79 972.34

29837.13

15631.96 798.98

1326.49 1733.81 2891.38 2045.50

24428.12 5409.01

5409.01

963.68 256.28

1219.96 4189.05 (57.06)

4131.99

(29.74) (8.16)

5.20 (32.70)

4099.29

4.26

4.32

Quarter ended


4

28329.01 943.99

29273.00

16644.37 851.18

1334.34 1716.34 2721.50 2274.77

25542.50 3730.50

3730.50

665.34 295.19

960.53 2769.97

441.94

3211.91

(21.65) 14.82

3.78 (3.05}

3208.86

3.31

2.86

Quarter Nine months Nine months ended ended ended

31.12.2020 31.12.2021 31.12.2020 (Unaudited)

24509.26 759.30

25268.56

12690.87 673.87

1286.49 2009.36 2555.42 2490.96

21706.97 3561.59

3561.59

661.42 507.22

1168.64 2392.95

922.39

3315.34

(59.17) 13.38

10.34 (35.45)

3279.89

3.35

2.42

(Unaudited)

6

83232.31 2680.07

85912.38

46318.82 2527.49 3918.61 5438.70 8288.24 6742.25

73234.11 12678.27

12678.27

2264.03 1096.97

3361.00 9317.27 1172.26

10489.53

(80.22) 37.56

14.02 (28.64)

10460.89

10.82

9.61

(Unaudited) 7

72639.86 2673.03

75312.89

37237.58 2224.51 3920.72 5864.69 7614.58 6961.50

63823.58 11489.31

1363.00 10126.31

1862.17 1045.65

2907.82 7218.49 2071.81

9290.30

(177.53} 23.94

31.02 (122.57) 9167.73

9.39

7.30

• Crore

Year ended

31.03.2021 (Audited)

8

99206.72 4345.99

103552.71

52849.64 3031.25 4942.19 7459.03

10411.80 9580.28

88274.19 15278.52

1363.00 13915.52

723.23 1202.16

1925.39 11990.13

1779.39

13769.52

(139.33) 46.80

24.34 (68.19)

13701.33

13.99

12.18

STATEMENT O'F UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED

31 DECEMBER 2021

SI. Particulars Quarter Quarter Quarter Nine months Nine months No. ended ended ended ended ended

31.12.2021 30.09.2021 31.12.2020 31.12.2021 31.12.2020

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

1 2 J 4 0 6 7 14 Paid-up equity share capital 9696.67 9696.67 9696.67 9696.67 9696.67

(Face value of share· 10/- each)

15 Paid-up debt capital$ 168675.49 170099.93 175470.33 168675.49 175470.33

16 Other equity excluding revaluation reserve as per balance 116669.00 112556.24 107630.87 116669.00 107630.87 sheet

17 Net worth• 125674.98 121567.54 116788.37 125674.98 116788.37

18 Debenture redemption reserve 5651.68 6041.68 6763.93 5651.68 6763.93

19 Capital redemption reserve 197.89 197.89 197.89 197.89 197.89

20 Debt equity ratio (Paid-up debt capital/ Shareholder's Equity) 1.33 1.39 1.50 1.33 1.50

21 Debt service coverage ratio [(Profit for the period+lnterest+ 2.65 1.05 1.92 1.76 2.41 Depreciation+Exceptional items ) / (Interest net of transfer to expenditure during construction + lease payments+Scheduled principal repayments of long term borrowings)]

22 Interest service coverage ratio [(Profit for the period + 5.05 4.46 3.92 4.45 4.11 Interest+ Depreciation+Exceptional items )/ Interest net of transfer to expenditure during construction)]

23 Current ratio (Current assets/ Current liabilities) 0.83 0.90 0.90 0.83 0.90

24 Long term debt to working capital ratio (Long term borrowings 40.53 43.23 36.03 40.53 36.03 including current maturity of long term borrowings/ [working capital+current maturities of long term borrowings))

25 Bad debts to account receivable ratio (Bad debts/ Average . . . . .

Trade receivables)

26 Current liability ratio (Current liabilities/ Total liabilities) 0.26 0.25 0.29 0.26 0.29

27 Total debts to total assets ratio (Paid up debt capital/ Total 0.48 0.49 0.51 0.48 0.51 assets)

28 Debtors turnover ratio (Revenue from operations I Average 8.69 6.90 3.82 8.42 4.82 trade receivables)· Annualised

29 lnvenlory turnover ratio {Revenue from operations/ Average 14.19 14.01 10.21 12.02 9.37 inventory) - Annualised

30 Operating margin(%) (Earnings before interest.tax and 23.71 19.38 24.85 22.21 25.44 exceptional items/ Revenue from operations)

31 Net profit margin(%) (Profit for the period/ Revenue from 14.31 11.34 13.53 12.60 12.79 operations)

$ Comprises long term debts and short term debts • Excluding Fly ash utilization reserve and reserve for equity instruments through Other comprehensive income •• Denominator is negative See accompanying notes to the standalone financial results. ,..

- -

� �lF.H7: � �AN& 7

· Crore

Year ended

31.03.2021

(Audited)

8 9696.67

173616.19

109288.82

118306.11

6240.43

197.89

1.46

2.36

4.42

0.82

..

.

0.26

0.51

6.77

9.97

23.64

13.88

STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2021

• Crore

SI. Particulars Quarter Quarter Quarter Nine months Nine months Year No. ended ended ended ended ended ended

31.12.2021 30.09.2021 31.12.2020 31.12.2021 31.12.2020 31.03.2021

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1 2 3 4 5 6 7 8

1 Segment revenue -Generation 28273.79 27683.72 24432.46 81461.38 72042.02 98460.86 -Others 1525.61 1486.95 1208.25 4467.19 3525.52 4972.45 - Unallocated 1682.37 650.77 45.58 1680.88 653.60 1543.90 - Less: Inter segment elimination 1644,64 548.44 417.73 1697.07 908.25 1424.50 Total 29837.13 29273.00 25268.56 85912.38 75312.89 103552.71

2 Segment results Profit before Interest, exceptional Items and tax (including regulatory deferral account balances)

-Generation 6261.63 5269.11 6614.01 17622.06 19295.48 23799.44 • Others 124.58 137.67 69.77 337.23 201.05 (34.34) Total 6386.21 5406.78 6683.78 17959.29 19496.53 23765.10

Less: (i) Finance costs 1733.81 1716.34 2009.36 5438.70 5864.69 7459.03 (ii) Other unallocated expenditure net of unallocable income (687.48} (575.56) (4.84) (1,578.12) (367.90} (1128.56} (iii) Exceptional items . . . . 1363.00 1363.00

Profit before tax (Including regulatory deferral account 5339.88 4266.00 4679.26 14098.71 12636.74 16071.63 balances) Tax expense (including tax on movement in regulatory deferral 1207.89 1054.09 1363.92 3609.18 3346,44 2302.11 account balances) Profit after tax 4131.99 3211.91 3315.34 10489.53 9290.30 13769.52

3 Segment assets -Generation 302600.86 296885.78 300090.26 302600.86 300090.26 296267.42 -Others 10912.69 10629.74 11886.66 10912.69 11886.66 10653.55 -Unallocated 37984.57 41968.22 33633.62 37984.57 33633.62 36298.42 Total 351498.12 349483.74 345610.54 351498.12 345610.54 343219.39

4 Segment liabilities -Generation 37512.68 35637.99 34492.57 37512.68 34492.57 33716.13 -Others 4336.15 4294.13 4627.48 4336.15 4627.48 4640.18 - Unallocated 183283.62 187298.71 189162.95 183283.62 189162.95 185877.59 Total 225132.45 227230.83 228283.00 225132.45 228283.00 224233.90

Notes to Standalone Financial Results:

The above standalorne financial results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 29 January 2022 and approved by the Board of Directors in their meeting held on the same date.

2 The Joint Statutory Auditors of the Company have carried out the limited review of these standalone financial results as required under Regulation 33 and 5.2 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

3 a) (i)The CERC notified the Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2019 vide Order dated 7 March 2019 (Regulations, 2019) for determination of tariff for the tariff period 2019-2024. During the year, CERC has issued provisional tariff orders in respect of three stations for the tariff period 2019-2024. Pending issue of provisiional tariff orders in respect of balance stations, capacity charges are billed to beneficiaries in accordance with the tariff approved and applicable as on 31 March 2019, as provided in Regulations, 2019. In case of new stations, which got commercialised from 1 April 2019 and stations where tariff approved and applicable as on 31 March 2019 is pending from CERC, billing is done based on capacity charges as filed with CERC in tariff petition. Energy charges are billed as per the operational norms specified in the Regulations 2019. The amount provisionally billed for the quarter and nine months ended 31 December 2021 is · 26,830.25 crore and · 78,405.54 crore respectively (previous quarter and nine months · 22,769.25 crore and · 67,241.46 crore, respectively). (ii) Sales for the quarter and nine months ended 31 December 2021 have been provisionally recognized at · 26,719.05 crore and · 78,169.85 crore respectively (previous quarter and nine months · 23,058.81 crore and · 67,781.62 crore, respectively) on the said basis.

b) Sales for the quarte:r and nine months ended 31 December 2021 include · 676.25 crore and · 561.55 crore respectively (previous quarter and nine months · 262.43 crore and · 844.16 crore, respectively) pertaining to earlier years on account of revision of energy charges due to grade slippages, impact of CERC Orders and other adjustments.

c) Sales for the quarter and nine months ended 31 December 2021 also include · 21.94 crore and · 65.82 crore respectively (previousquarter and nine months· 21.23 crore and · 63.47 crore) on account of deferred tax materialized which is recoverable from beneficiariesas per Regulations, 2019.

d) Revenue from operations for the quarter and nine months ended 31 December 2021 include · 821.50 crore and · 2,602.84 crorerespectively (previous quarter and nine months · 698.88 crore and · 2,284.61 crore respectively) on account of sale of energy throughtrading.

4 The Company is executing a hydro power project in the state of Uttarakhand, where all the clearances were accorded. A case was filed in Hon'ble Supreme Court of India after the natural disaster in Uttarakhand in June 2013 to review whether the various existing and ongoing hydro projects have contributed to environmental degradation. Hon'ble Supreme Court of India on 7 May 2014, ordered that nofurther construction shall be undertaken in the projects under consideration until further orders, which included the said hydro project ofthe Company. In the proceedings, Hon'ble Supreme Court is examining to allow few projects which have all clearances which includes the project of the Company where the work has been stopped. Aggregate cost incurred on the project up to 31 December 2021 is · 163.69 crore (31 March 2021: · 163.86 crore). Management is confident that the approval for proceeding with the project shall begranted, hence no adjustment is considered necessary in respect of the carrying value of the project.

5 The environmental clearance ("clearance") granted by the Ministry of Environment and Forest, Government of India (MoEF) for one ofthe Company's project consisting of three units of 800 MW each, was challenged before the National Green Tribunal (NGT). The NGTdisposed off the appeal, Inter alia, directing that the order of clearance be remanded to the MoEF to pass an order granting or decliningclearance to the project proponent afresh In accordance with the law and the judgement of the NGT and for referring the matter to theExpert Appraisal Committee ("Committee") for Its re-scrutiny, which shall complete the process within six months from the date of NGTorder. NGT also directed that the environmental clearance shall be kept in abeyance and the Company shall maintain status quo inrelation to the project during the period of review by the Committee or till fresh order is passed by the MoEF, whichever Is earlier. The Company filed an appeal challenging the NGT order before the Hon'ble Supreme Court of India which stayed the order of the NGT and the matter is sub-judice. All the units of the project have been declared commercial in the earlier years. The carrying cost of the projectas at 31 December 2021 is· 14,952.78 crore (31 March 2021: · 15,115.02 crore). Management is confident that the approval for theproject shall be granted, hence no adjustment is considered necessary in respect of the carrying value of the project.

6 The Company is executing a thermal power project consisting of two units of 800 MW each in the State of Telangana. The projectconstruction commenced in the year 2016 after obtaining the requisite approval and Environment Clearance (EC) from MOEF&CC(Ministry of Environment, Forest and Climate Change). On 27 May 2021, the National Green Tribunal (NGT) has passed an orderinstructing MOEF&CC to keep the EC granted for the project in abeyance for a period of seven months or till the period the re-appraisalis done and additional conditions imposed by the MOEF&CC, whichever is earlier. NGT has further directed the MOEF&CC to conduct additional studies pertaining to Environment Impact Assessment of the project, to be carried out through the Company, for furtherassessment by its Expert Appraisal Committee (EAC) and get recommendations of the EAC for imposing additional conditions by theMOEF&CC, if any, on the Company for allowing the units to operate. The Company filed an appeal before Hon'ble Supreme Court ofIndia against the directions of NGT.The Hon'ble Supreme Court of India has passed the order on 20 July 2021 and directed that while the EC is in abeyance, variousconstruction activities at site may be continued till the commissioning of the project and the various studies as directed by NGT are tobe conducted simultaneously. NTPC has carried out the additional studies as directed by NGT and the reports are under preparation.

Both the units of the project are in advanced stage of construction and the carrying cost of the project as at 31 December 2021 is · 10,069.32 crore (31 March 2021: · 9,376.31 crore). Management is confident that the approval for the continuation of the project shall be graotod, hem,, oo adJ"''m'"t ;, cooslde,ed oecess,,y to ,e,poct ot the ca,..,;og �,"' of th• pmjeci. �

7 An amount of· 694.49 crore (31 March 2021: · 700.30 crore) has been incurred upto 31 December 2021 in respect of one of the hydro power projects of the Company, the construction of which has been discontinued on the advice of the Ministry of Power (MOP), Government of India (GOI), which includes· 454.45 crore (31 March 2021: · 449.88 crore) in respect of arbitration awards challenged by the Company before the Hon'ble High Court of Delhi. In the event the Hon'ble High Court grants relief to the Company, the amount would be adjusted against provisions made in this regard. Management expects that the total cost incurred, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and Interest costs as well as claims of contractors/vendors for various packages for this project will be compensated in full by the GOI. Hence, no provision is considered necessary.

8 The Company had entered into an agreement for movement of coal through inland waterways for one of its stations. As per the agreement, the operator was to design, finance, build, operate and maintain the unloading and material handling infrastructure for 7 years, after which it was to be transferred to the Company at · 1/-. After commencement of the operations, the operator had raised several disputes, invoked arbitration and raised substantial claims on the Company. Based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India, an amount of, 356.31 crore was paid upto 31 March 2019.

Further, the Arbltral Tribunal had awarded a claim of , 1,891.09 crore plus applicable interest in favour of the operator, during the financial year 2018-19, The Company aggrieved by the arbitral award and considering legal opinion obtained, had filed an appeal before the Hon'ble High Court of Delhi (Hon'ble High Court) against the said arbitral award in its entirety.

In the financial year 2019-20, against the appeal of the Company, Hon'ble High Court directed the Company to deposit· 500.00 crore with the Registrar General of the Court. The said amount was deposited with the Hon'ble High Court on 5 November 2019. Hon'ble High Court vide its order dated 8 January 2020 directed the parties to commence formal handing over of the infrastructure in the presence of appointed Local Commissioner and also directed release of · 500.00 crore to the operator by the Registrar General subject to verification of bank guarantee and outcome of the application of the Company for formal handing over of the infrastructure. On 17 January 2020 unconditional BG was submitted by the operator to Registrar General and · 500.00 crore was released to the operator by the Hon'ble High Court. As per order of Hon'ble High Court, formal handing over of the infrastructure started on 20 January 2020 at the project site. However, due to certain local administrative issues initially and further due to Covid-19 pandemic, Local Commissioner's visit had to be deferred.

In view of delay in the handover exercise, NTPC had filed an Application in Hon'ble High Court praying to pass further directions to operator in this regard. Hon'ble High Court on 11 November 2020 disposed off the application requesting the Ld. Local Commissioner appointed by the Court, to visit the project site expeditiously preferably within 2 weeks and carry out the commission. The handing over exercise has been delayed due to operator's issues with local labours at the site and Covid situation. Date of hearing at Hon'ble High Court of Delhi has been adjourned several times in light of restricted functioning of the Hon'ble High Court in view of Covid-19 situation and the same is expected to take place in March 2022.

Pending final disposal of the appeal by the Hon'ble High Court, considering the provisions of Ind AS 37 'Provisions, Contingent Liabilities and Contingent Assets' and Significant Accounting Policies of the Company, provision has been updated by interest to · 38.22 crore (31 March 2021: · 38.09 crore) and the balance amount of · 2,258.10 crore (31 March 2021: · 2,153.57 crore) has been considered as contingent liability.

9 In line with the directions of MOP issued in accordance with the announcement of GOI under the Atmanirbhar Bharat Special Economic and Comprehensive package, a rebate on the capacity charges during the lockdown period in view of Covid 19 pandemic, was accounted during the previous year 2020-21 and disclosed as exceptional item.

10 During the quarter and year ended 31 March 2021, excess tax provision of· 1,889.05 crore was reversed consequent to adjustment of tax provision created in accordance with Vivad se Vishwas Scheme (VsVs Scheme) notified through 'The Direct Tax Vivad Se Vishwas Act, 2020'. Correspondingly, sales amounting to , 1,101.47 crore was reversed on account of income tax recoverable from I

(refundable to) the beneficiaries as per Regulations, 2004.

11 During the nine months ended 31 December 2021, 15 MW solar PV capacity at Bilhaur w.e.f. 8 April 2021, 1 O MW Simhadri floating solar w.e.f. 30 June 2021, one thermal unit of 660 MW at Tanda w.e.f. 1 July 2021, 15 MW Simhadri floating solar w.e.f.21 August 2021, one thermal unit of 800 MW at Darlipalli w.e.f. 1 September 2021, 80 MW Solar PV plant at Jetsar w.e.f. 22 October 2021, 17 .5 MW Floating Solar at Ramagundam 28 October 2021, , one thermal unit of 250 MW unit at Barauni w.e.f. 1 November 2021, one thermal unit of 660 MW unit at Barh w.e.f. 12 November 2021, 20 MW floating solar at Ramagundam w.e.f. 22 December 2021 and 49.92 MW Solar PV plant at Fategarh w.e.f.30 December 2021 have been declared commercial.

12 The Board of Directors of the Company has declared interim dividend of· 4.00 per share (face value of • 10/- each) for the financial year 2021-22 in its meeting held on 29 January 2022.

13 The Company has maintained asset cover of 100% or higher as per the terms of offer documenU Information Memorandum and/or Debenture Trust Deed, including compliance with all the covenants, in respect of the listed non-convertible debt securities. Further, security has been created on specified assets of the Company through English/Equitable mortgage as per the terms of respective Debenture Trust Deeds for all secured non-convertible debt securities issued by the Company.

14 Previous periods figures have been reclassified wherever considered necessary.

Place: New Delhi Date: 29 January 2022

(A.K.Gautam) Director (Finance)

DIN:08293632

NTPC LIMITED

Regd Office: NTPC Bhawan, SCOPE Complex, 7 llnstitutional area, Lodhi Road, New Delhi -110003CIN-L40101DL 1975G01007966, website: www.ntpc.co.in

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED

31 DECEMBER 2021

SI. No.

2

3

4

5

6

7

8

9

Particulars

2 Income (a) Revenue from operations (b) Other income Total income (a+b) Expenses (a) Fuel cost (b) Electricity purchased for trading (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense (f) Other expenses Total expenses (a+b+c+d+e+f} Profit before exceptional items, tax, Regulatory deferral account balances and Share of net profit of joint ventures accounted for using equity method (1-2) Share of net profits of joint ventures accounted for using equity method Profit before exceptional items, tax and regulatory deferral account balances (3+4) Exceptional items-(income) / expense (Refer Note 10)

Profit before tax and regulatory deferral account balances (5-6) Tax expense (a) Current tax (Refer Note 11) (b) Deferred tax Total tax expense (a+b) Profit before regulatory deferral account balances (7-8)

10 Net movement in regulatory deferral account balances (net of tax)

11 Profit for the period (9+10) 12 Other comprehensive Income

(a) Items that will not be reclassified to profit or loss (i) Net actuarial gains/(losses) on defined benefit

plans (ii) Net gains/(losses) on fair value of equity

instruments (iii) Share of other comprehensive income of joint

ventures accounted for under the equity method

Income tax on items that will not be reclassfied to profit or loss (i) Net acturial gains/(losses) on defined benefit

plans (b) Items that will be reclassified to profit or loss

(i) Exchange differences on translation of foreign operations

Other comprehensive income for the period (net of tax) (a+b)

13 Total comprehensive Income for the period (11+12)

14 Profit attributable to owners of the parent company

15 Profit attributable to non-controlling interest

16 Other comprehensive income attributable to owners of the parent company

17 Other comprehensive income attributable to non controlling interest

18 Earnings per share (oft 10/- each) - (not annualised) (including net movement in regulatory deferral account balances): Basic and Diluted (in�)

19 Earnings per share (of� 10/- each) - (not annualised) ( excluding net movement in regulatory deferral account balances): Basic and Diluted (in�)

/

Quarter ended 31.12.2021

(Unaudited)

3

33292.6'1 491.01

33783.62

17051.88 1323.38 1574.05 2231.72 3451.81 2331.69

27964.53 5819.09

307.99

6127.08

6127.08

1110.78 352.29

1463.07 4664.01

(37.90)

4626.11

(31.50)

(8.16)

(1.08)

5.36

0.00

(35.38)

4590.73

4498.58

127.53

(35.28)

(0.10)

4.64

4.68

Quarter ended

30.09.2021 Unaudited

4

32403.58 692.09

33095.67

17956.74 1346.29 1539.98 2211.93 3314.12 2580.47

28949.53 4146.14

324.05

4470.19

4470.19

811.75 469.53

1281.28 3188.91

502.04

3690.95

(21.89)

14.82

(0.75)

2.85

(3.73)

(8.70)

3682.25

3599.26

91.69

(8.49)

(0.21)

3.71

3.19

Quarter ended


5

27526.03 861.24

28387.27

13446.62 1116.22 1554.88 2456.54 .3041.60 2667.45

24283.31 4103.96

195.03

4298.99

2.08

4296.91

734.82 619.23

1354.05 2942.86

933.50

3876.36

(65.08)

13.38

(0.05)

11.84

(2.54)

(42.45)

3833.91

3766.46

109.90

(42.08)

(0.37)

3.81

2.86

Nine months Nine months ended ended

31.12.2021 31.12.2020 Unaudited

6

95584.21 1685.68

97269.89

50395.87 4124.97 4608.26 6908.42 9966.64 7601.39

83605.55 13664.34

834.44

14498.78

14498.78

2626.47 1395.66 4022.13

10476.65

1284.13

11760.78

(85.82)

37.56

(2.62)

14.37

0.29

(36.22)

11724.56

11509.40

251.38

(35.80)

(0.42)

11.87

10.55

Unaudited 7

81428.55 2431.04

83859.59

39296.87 3667.22 4703.43 7141.16 8993.07 7560.28

71362.03 12497.56

480.50

12978.06

1509.04

11469.02

2079.25 1301.94 3381.19 8087.83

2232.08

10319.91

(189.49)

23.94

(0.17)

33.67

(20.81)

(152.86)

10167.05

10092.84

227.07

(151.86)

(1.00)

10.20

7.95

� Crore Year

ended 31.03.2021

Audited 8

111531.15 4015.68

115546.83

56099.26 5049.42 5953.93 9224.14

12450.31 10454.71 99231.77 16315.06

683.87

16998.93

1512.19

15486.74

1091.06 1329.47 2420.53

13066.21

1903.19

14969.40

(151.74)

46.80

. (2.77)

28.82

(20.20)

(99.09)

14870.31

14634.63

334.77

(99.17)

0.08

14.87

12.93

SI. Particulars Quarter ended Quarter Quarter Nine months Nine months Year No. 31.12.2021 ended ended ended ended ended

(Unaudited) 30.09.2021 31.12.2020 31.12.2021 31.12.2020 31.03.2021

/Unaudited! /Unaudited! /Unaudited! /Unaudited! /Audited I 1 2 3 4 5 6 7 8 20 Paid-up equity share capital 9696.67 9696.67 9696.67 9696.67 9696.67 9696.67

(Face value of share f 10/- each)

21 Paid-up debt capitals 206097.62 207626.27 211360.39 206097.62 211360.39 209310.38

22 Other equity excluding revaluation reserve as per 124446.25 119965.89 114281.33 124446.25 114281.33 116041.80 balance sheet

23 Net worth* 133397.47 128926.00 123396.73 133397.47 123396.73 125016.19

24 Debenture redemption reserve 6418.09 6795.97 7477.22 6418.09 7477.22 6970.47 25 Capital redemption reserve 197.89 197.89 197.89 197.89 197.89 197.89 26 Debt equity ratio (Paid-up debt capital / Shareholder's 1.54 1.60 1.70 1.54 1.70 1.66

Equity)

27 Debt service coverage ratio ((Profit for the 2.42 0.83 1.94 1.27 2.13 1.97 period+lnterest+ Depreciation+Exceptional items ) /

(Interest net of transfer to expenditure during construction + lease payments+Scheduled principal repayments of long term borrowings))

28 Interest service coverage ratio [(Profit for the period + 4.62 4.17 3.82 4.15 3.92 4.14 Interest+ Depreciation+Exceptional items )/ Interest net of transfer to expenditure during construction))

29 Current ratio (Current assets/ Current liabilities) 0.82 0.87 0.91 0.82 0.91 0.80

30 Long term debt to working capital ratio (Long term 71.09 89.25 32.58 71.09 32.58 ..

borrowings including current maturity of long term borrowings / [ working capital+current maturities of long term borrowings))

31 Bad debts to account receivable ratio (Bad debts / - - - - -

-

Average Trade receivables)

32 Current liability ratio (Current liabilities excluding 0.26 0.25 0.28 0.26 0.28 0.26 Current borrowings / Total liabilities)

33 Total debts to total assets ratio (Paid up debt capital/ 0.50 0.51 0.53 0.50 0.53 0.52 Total assets)

34 Debtors turnover ratio (Revenue from operations/ 7.53 6.16 3.60 7.38 4.34 5.87 Average trade receivables) - Annualised

35 Inventory turnover ratio (Revenue from operations/ 15.19 14.92 10.88 12.89 10.00 10.65 Average inventory) - Annualised

36 Operating margin(%) (Earnings before interest.tax and 23.96 20.78 26.46 22.73 26.11 24.18 exceptional items/ Revenue from operations)

37 Net profit margin(%) (Profit for the period I Revenue 13.90 11.39 14.08 12.30 12.67 13.42 from operations)

$ Comprises long term debts and Short term debts

• Excluding Fly ash utilization reserve, Corporate social responsibility reserve and reserve for equity instruments through Other comprehensive income

•• Denominator is negative

See accompanying notes to the consolidated financial results

CONSOLIDATED SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2021

t Crore

SI. Particulars Quarter Quarter Quarter ended Nine months Nine months Year

No. ended ended 31.12.2020 ended ended ended 31.12.2021 30.09.2021 (Unaudited) 31.12.2021 31.12.2020 31.03.2021

IUnauditedl I Unaudited\ I Unaudited\ I Unaudited\ I Audited\ 1 2 3 4 5 6 7 8

1 Segment revenue • Generation 32529.38 31495.23 27125.87 92830.30 79773.47 109878.24 -Others 2371.82 2474.55 2122.04 7416.53 6391.51 9038.50 - Unallocated 35.54 186.81 32.73 242.80 70.49 116.60 • Less: Inter segment elimination 1153.12 1060.92 893.37 3219.74 2375.88 3486.51 Total 33783.62 33095.67 28387.27 97269.89 83859.59 115546.83

2 Segment results Profit before interest, exceptional items and tax (including regulatory deferral account balances)

• Generation 7730.96 6708.50 7548.39 21493.33 22199.75 27871.73 -Others 225.48 134.35 97.64 477.74 283.80 100.83 Total 7956.44 6842.85 7646.03 21971.07 22483.55 27972.56

Add: (i) Share of net profits of joint ventures accounted for using equity method 307.99 324.05 195.03 834.44 480.50 683.87 Less: (i) Finance costs 2231.72 2211.93 2456.54 6908.42 7141.16 9224.14 (ii) Other unallocated expenditure net of unallocable income (40.65) (125.34) (46.33) (153.92) 146.89 142.67 (iii) Exceptional Items - - 2.08 . 1509.04 1,512.19

Profit before tax (including regulatory deferral account 6073.36 5080.31 5428.77 16051.01 14166.96 17777.43

balances) Tax expense (including tax on movement in regulatory deferral 1447.25 1389.36 1,552.41 4290.23 3847.05 2808.03 account balances) Profit after tax 4626.11 3690.95 3876.36 11760.78 10319.91 14969.40

3 Segment assets -Generation 379804.44 372459.51 371087.40 379804.44 371087.40 368389.88

-Others 13207.25 12825.13 13735.75 13207.25 13735.75 12788.14

- Unallocated 18764.65 23445.00 16397.87 18764.65 16397.87 18180.07

-Less: Inter segment elimination 429.21 488.28 383.57 429.21 383.57 391.88

Total 411347.13 408241.36 400837.45 411347.13 400837.45 398966.21

4 Segment liabllltles -Generation 50068.82 47344.07 45446.83 50068.82 45446.83 44949.27 -Others 6091.67 5964.20 6064.58 6091.67 6064.58 6230.86

- Unallocated 221472.93 225758.81 225731.61 221472.93 225731.61 222439.49

- Less:lnter segment elimination 429.21 488.28 383.57 429.21 383.57 391.88 Total 277204.21 278578.80 276859.45 277204.21 276859.45 273227.74

The operations of the Group are mainly carried out within the country and therefore, there is no reportable geographical segment.

Notes to Consolidated Financial Results:

The above consolidated financial results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 29 January 2022 and approved by the Board of Directors in their meeting held on the same date.

2 The Joint Statutory Auditors of the Company have carried out the limited review of these consolidated financial results as required under Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended.

3 The subsidiary and joint venture companies considered in the consolidated financial results are as follows:

a) Subsidiary Companies

1 NTPC Electric Supply Company Ltd.

2 NTPC Vidyut Vyapar Nigam Ltd.

3 Kanti Bijlee Utpadan Nigam Ltd.

4 Nabinagar Power Generating Company Ltd.5 Bhartiya Rail Bijlee Company Ltd.6 Patratu Vidyut Utpadan Nigam Ltd.7 North Eastern Electric Power Corporation Ltd.

8 THDC India Limited

9 NTPC Mining Ltd. 10 NTPC EDMC Waste Solutions Private Ltd.11 NTPC Renewable Energy Ltd.12 Ratnagiri Gas and Power Private Ltd.

b) Joint Venture Companies

1 Utility Powertech Ltd. 2 NTPC GE Power Services Private Ltd.

3 NTPC SAIL Power Company Ltd. 4 NTPC Tamilnadu Energy Company Ltd. 5 Aravali Power Company Private Ltd.6 Meja Urja Nigam Private Ltd.7 NTPC BHEL Power Projects Private Ltd.8 National High Power Test Laboratory Private Ltd. 9 Transformers and Electricals Kerala Ltd.

10 Energy Efficiency Services Ltd. 11 CIL NTPC Urja Private Ltd.12 Anushakti Vidhyut Nigam Ltd. 13 Hindustan Urvarak and Rasayan Ltd. 14 Trincomalee Power Company Ltd. 15 Banoladesh-lndia Friendship Power Comoanv Private Ltd.

OwnershiP...1%)

100.00

100.00 100.00

100.00 74.00 74.00

100.00 74.496

100.00 74.00

100.00 86.49

50.00 50.00 50.00 50.00 50.00 50.00 50.00 20.00 44.60

33.334 50.00 49.00 29.67 50.00 50.00

All the above Companies are incorporated in India except Companies at SI. No.14 and 15 which are incorporated in Srilanka and Bangladesh respective'ly.

4 a) (i)The CERC notified the Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2019 vide Order dated 7 March 2019 (Regulations, 2019) for determination of tariff for the tariff period 2019-2024. During the year, CERC has issued provisional tariff orders in respect of four stations of the group for the tariff period 2019-2024. Pending issue of provisional tariff orders in respect of balance stations, capacity charges are billed to beneficiaries in accordance with the tariff approved and applicable as on 31 March 2019, as provided in Regulations, 2019. In case of new projects, which got commercialised from 1 April 2019 and projects where tariff approved and applicable as on 31 March 2019 is pending from CERC, billing is done based on capacity charges as filed with CERC in tariff petition. Energy charges are billed as per the operational norms specified in the Regulations 2019. The amount provisionally billed for the quarter and nine months ended 31 December 2021 is t 30,313.24 crore and t 87,509.58 crore respectively (previous quarter and nine months� 24,879.19 crore and� 73,077.89 crore, respectively).

5

(ii) Sales for the quarter and nine months ended 31 December 2021 have been provisionally recognized at t 30,371.08 crore and �87,469.16 crore respectively (previous quarter and nine months t 25,211.43 crore and t 73,826.46 crore, respectively) on the saidbasis.

b) Sales for the quarter and nine months ended 31 December 2021 include t 614.51 crore and t 638.95 crore respectively (previous

quarter and nine months � 234.60 crore and � 811.38 crore, respectively) pertaining to earlier years on account of revision of energy charges due to grade slippages, impact of CERC Orders and other adjustments.

c) Sales for the quarter and nine months ended 31 December 2021 also include t 25.27 crore and t 75.80 crore respectively (previousquarter and nine months � 24.58 crore and � 73.50 crore, respectively) on account of deferred tax materialized which is recoverable

from beneficiaries as per Regulations, 2019.

d) Revenue from operations for the quarter and nine months ended 31 December 2021 include t 1,660.22 crore and t 5,489.34 crore respectively (previous quarter and nine months � 1,606.50 crore and � 5,155.49 crore, respectively) on account of sale of energy through trading.

The Company is executing a hydro power project in the state of Uttarakhand, where all the clearances were accorded. A case was filed in Hon'ble Supreme Court of India after the natural disaster in Uttarakhand in June 2013 to review whether the various existing and ongoing hydro projects have contributed to environmental degradation. Hon'ble Supreme Court of India on 7 May 2014, ordered that no further construction shall be undertaken in the projects under consideration until further orders, which included the said hydro project ofthe Company. In the proceedings, Hon'ble Supreme Court is examining to allow few projects which have all clearances which includes the project of the Company where the work has been stopped. Aggregate cost incurred on the project up to 31 December 2021 is t

163.69 crore (31 March 2021: � 163.86 crore). Management is confident that the approval for proceeding with the project shall begranted, hence no adjustment is considered necessary in respect of the carrying value of the project.

6 The environmental clearance ("clearance") granted by the Ministry of Environment and Forest, Government of India (MoEF) for one of the Company's project consisting of three units of 800 MW each, was challenged before the National Green Tribunal (NGT). The NGT disposed off the appeal, inter alia, directing that the order of clearance be remanded to the MoEF to pass an order granting or declining clearance to the project proponent afresh in accordance with the law and the judgement of the NGT and for referring the matter to the Expert Appraisal Committee ("Committee") for its re-scrutiny, which shall complete the process within six months from the date of NGT order. NGT also directed that the environmental clearance shall be kept in abeyance and the Company shall maintain status quo in relation to the project during the period of review by the Committee or till fresh order is passed by the MoEF, whichever is earlier. The Company filed an appeal challenging the NGT order before the Hon'ble Supreme Court of India which stayed the order of the NGT and the matter is sub-judice. All the units of the project have been declared commercial in the earlier years. The carrying cost of the project as at 31 December 2021 is � 14,952.78 crore (31 March 2021: � 15,115.02 crore). Management is confident that the approval for the project shall be granted, hence no adjustment is considered necessary in respect of the carrying value of the project.

7 The Company is executing a thermal power project consisting of two units of 800 MW each in the State of Telangana. The project construction commenced in the year 2016 after obtaining the requisite approval and Environment Clearance (EC) from MOEF&CC (Ministry of Environment, Forest and Climate Change). On 27 May 2021, the National Green Tribunal (NGT) has passed an order instructing MOEF&CC to keep the EC granted for the project in abeyance for a period of seven months or till the period the re-appraisal is done and additional conditions imposed by the MOEF&CC, whichever is earlier. NGT has further directed the MOEF&CC to conduct additional studies pertaining to Environmenf Impact Assessment of the project, to be carried out through the Company, for further assessment by its Expert Appraisal Committee (EAC) and get recommendations of the EAC for imposing additional conditions by the MOEF&CC, if any, on the Company for allowing the units to operate. The Company filed an appeal before Hon'ble Supreme Court of India against the directions of NGT.

The Hon'ble Supreme Court of India has passed the order on 20 July 2021 and directed that while the EC is in abeyance, various construction activities at site may be continued till the commissioning of the project and the various studies as directed by NGT are to be conducted simultaneously. NTPC has carried out the additional studies as directed by NGT and the reports are under preparation.

Both the units of the project are in advanced stage of construction and the carrying cost of the project as at 31 December 2021 is� 10,069.32 crore (31 March 2021: � 9,376.31 crore). Management is confident that the approval for the continuation of the project shall be granted, hence no adjustment is considered necessary in respect of the carrying value of the project.

8 An amount of� 694.49 crore (31 March 2021: � 700.30 crore) has been incurred upto 31 December 2021 in respect of one of the hydro power projects of the Company, the construction of which has been discontinued on the advice of the Ministry of Power (MOP), Government of India (GOI), which includes� 454.45 crore (31 March 2021: � 449.88 crore) in respect of arbitration awards challenged by the Company before the Hon'ble High Court of Delhi. In the event the Hon'ble High Court grants relief to the Company, the amount would be adjusted against provisions made in this regard. Management expects that the total cost incurred, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and interest costs as well as claims of contractors/vendors for various packages for this project will be compensated in full by the GOI. Hence, no provision is considered necessary.

9 The Company had entered into an agreement for movement of coal through inland waterways for one of its stations. As per the agreement, the operator was to design, finance, build, operate and maintain the unloading and material handling infrastructure for 7 years, after which it was to be transferred to the Company at � 1/-. After commencement of the operations, the operator had raised several disputes, invoked arbitration and raised substantial claims on the Company. Based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India, an amount of� 356.31 crore was paid upto 31 March 2019.

Further, the Arbitral Tribunal had awarded a claim of � 1,891.09 crore plus applicable interest in favour of the operator, during the financial year 2018-19. The Company aggrieved by the arbitral award and considering legal opinion obtained, had filed an appeal before the Hon'ble High Court of Delhi (Hon'ble High Court) against the said arbitral award in its entirety.

In the financial year 2019-20, against the appeal of the Company, Hon'ble High Court directed the Company to deposit� 500.00 crore with the Registrar General of the Court. The said amount was deposited with the Hon'ble High Court on 5 November 2019. Hon'ble High Court vide its order dated 8 January 2020 directed the parties to commence formal handing over of the infrastructure in the presence of appointed Local Commissioner and also directed release of � 500.00 crore to the operator by the Registrar General subject to verification of bank guarantee and outcome of the application of the Company for formal handing over of the infrastructure. On 17 January 2020 unconditional BG was submitted by the operator to Registrar General and � 500.00 crore was released to the operator by the Hon'ble High Court. As per order of Hon'ble High Court, formal handing over of the infrastructure started on 20 January 2020 at the project site. However, due to certain local administrative issues initially and further due to Covid-19 pandemic, Local Commissioner's visit had to be deferred.

In view of delay in the handover exercise, NTPC had filed an Application in Hon'ble High Court praying to pass further directions to operator in this regard. Hon'ble High Court on 11 November 2020 disposed off the application requesting the Ld. Local Commissioner appointed by the Court, to visit the project site expeditiously preferably within 2 weeks and carry out the commission. The handing over exercise has been delayed due to operator's issues with local labours at the site and Covid situation. Date of hearing at Hon'ble High Court of Delhi has been adjourned several times in light of restricted functioning of the Hon'ble High Court in view of Covid-19 situation and the same is expected to take place in March 2022.

10 In line with the directions of MOP issued in accordance with the announcement of GOI under the Atmanirbhar Bharat Special Economic and Comprehensive package, a rebate on the capacity charges during the lockdown period in view of Covid 19 pandemic, was accounted during the previous year 2020-21 and disclosed as exceptional item.

11 During the quarter and year ended 31 March 2021, excess tax provision of� 1,889.05 crore was reversed consequent to adjustment of tax provision created in accordance with Vivad se Vishwas Scheme (VsVs Scheme) notified through 'The Direct Tax Vivad Se Vishwas Act, 2020'. Correspondingly, sales amounting to � 1,101.47 crore was reversed on account of income tax recoverable from / (refundable to) the beneficiaries as per Regulations, 2004.

12 During the nine months ended 31 December 2021, 15 MW solar PV capacity at Bilhaur w.e.f. 8 April 2021, 10 MW Simhadri floating solar w.e.f. 30 June 2021, one thermal unit of 660 MW at Tanda w.e.f. 1 July 2021, 15 MW Simhadri floating solar w.e.f.21 August 2021, one thermal unit of 800 MW at Dar1ipalli w.e.f. 1 September 2021, 80 MW Solar PV plant at Jetsar w.e.f. 22 October 2021, 17.5 MW Floating Solar at Ramagundam w.e.f. 28 October 2021, one thermal unit of 250 MW unit at Barauni w.e.f. 1 November 2021, one thermal unit of 660 MW unit at Barh w.e.f. 12 November 2021, 20 MW floating solar at Ramagundam w.e.f. 22 December 2021, 49.92 MW Solar PV plant at Fategarh w.e.f. 30 December 2021, one thermal unit of 660 MW of Nabinagar Power Generating Company Ltd w.e.f. 23 July 2021 and one thermal unit of 250 MW of Bhartiya Rail Bijlee Company Ltd w.e.f. 1 December 2021 have been declared commercial.

13 The Board of Directors of the Company has declared interim dividend of� 4.00 per share (face value of� 10/- each) for the financial year 2021-22 in its meeting held on 29 January 2022.



For and on behalf of Board of Directors of NT

\\mite

�

(A.K� Director (Finance)

DIN:08293632

NTPC LIMITED

Extract of the Financial Results for the Quarter and Nine months ended 31 December 2021

SI. Particulars Standalone No. Quarter Quarter Nine months Nine months Year Quarter

ended ended ended ended ended ended 31.12.2021 31.12.2020 31.12.2021 31.12.2020 31.03.2021 31.12.2021

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Unaudited)

1 2 3 4 5 6 7 8 1 Total income from operations 28864.79 24509.26 83232.31 72639.86 99206.72 33292.61 2 Net profit before tax (before exceptional items) 5409.01 3561.59 12678.27 11489.31 15278.52 6127.08 3 Net profit before tax (after exceptional items) 5409.01 3561.59 12678.27 10126.31 13915.52 6127.08 4 Profit after tax 4131.99 3315.34 10489.53 9290.30 13769.52 4626.11 5 Profit after tax attributable to owners of the parent company 4498.58 6 Total comprehensive income after tax 4099.29 3279.89 10460.89 9167.73 13701.33 4590.73 7 Paid-up equity share capital 9696.67 9696.67 9696.67 9696.67 9696.67 9696.67

(Face value of share t 10/- each) 8 Other equ_ity excluding revaluation reserve as per balance sheet 116669.00 107630.87 116669.00 107630.87 109288.82 124446.25 9 Net worth 125674.98 116788.37 125674.98 116788.37 118306.11 133397.47

10 Paid up debt capital 168675.49 175470.33 168675.49 175470.33 173616.19 206097.62 11 Debenture redemption reserve 5651.68 6763.93 5651.68 6763.93 6240.43 6418.09

12 Earnings per share (oft 10/- each) - (not annualised) (including 4.26 3.35 10.82 9.39 13.99 4.64 net movement in regulatory deferral account balances}: Basic and Diluted (in ')

13 Earnings per share (of, 10/- each) - (not annualised) (excluding 4.32 2.42 9.61 7.30 12.18 4.68 net movement in regulatory deferral account balances): Basic and Diluted (in ')

14 Debt Equity Ratio 1.33 1.50 1.33 1.50 1.46 1.54 15 Debt service coverage ratio 2.65 1.92 1.76 2.41 2.36 2.42 16 Interest service coveraae ratio 5.05 3.92 4.45 4.11 4.42 4.62

• Excluding Fly ash utilization reserve, Corporate social responsibility reserve and reserve for equity instruments through Other comprehensive income Notes:

Quarter ended

31.12.2020

(Unaudited)

9 27526.03

4298.99 4296.91 3876.36 3766.46 3833.91 9696.67

114281.33 123396.73 211360.39

7477.22 3.81

2.86

1.70 1.94 3.82

(t Crore) Consolidated Nine months Nine months Year

ended ended ended 31.12.2021 31.12.2020 31.03.2021

(Unaudited) (Unaudited) (Audited)

10 11 12 95584.21 81428.55 111531.15 14498.78 12978.06 16998.93 14498.78 11469.02 15486.74 11760.78 10319.91 14969.40 11509.40 10092.84 14634.63 11724.56 10167.05 14870.31

9696.67 9696.67 9696.67

124446.25 114281.33 116041.80 133397.47 123396.73 125016.19 206097.62 211360.39 209310.38

6418.09 7477.22 6970.47 11.87 10.20 14.87

10.55 7.95 12.93

1.54 1.70 1.66 1.27 2.13 1.97 4.15 3.92 4.14

1 The above is an extract of the detailed formats of financial results filed with the Stock Exchanges under Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The full formats of the financial results of the Company are available on the investor section of our website https://www.ntpc.co.in and under Corporate Section of BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com & https://www.nseindia.com.

2 Previous periods figures have been reclassified wherever considered necessary. For and on behalf of Board of Directors of

NTPC,4Mited


S.K.Mehta & Co.

Chartered Accountants 302-306, Pragati Tower,26 Rajendra Place,New Delhi- I I 0008

Parakh& Co.

Cha,tered Accountants 323, Ganpati Plaza, M.T.Road,Jaipur-302001

V.K.Jindal & Co.

Cha1tered AccountantsGG3, Shree Gopal Complex,Third floor, Court Road,Ranchi-83400 I

S.N.Dhawan & Co LLP

Cha1tered Accountants D-74, Malcha Marg,Diplomatic EnclaveNew Delhi-110021

C.K.Prusty & Associates

Chartered AccountantsI 0, Rajarani Colony,Tankapani Road,Bhubaneshwar-751014

Varma & Varma

Chartered Accountants I 04, Metro Palm grove Apartments, Raj Bhavan Road, Somajiguda, Hyderabad - 500082

B.C.Jain & Co.

Chartered Accountants16/77 A, Civil Lines,Kanpur-20800 I

INDEPENDENT AUDITORS' LIMITED REVIEW REPORT ON THE UNAUDITED STANDALONE

FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2021

To

The Board of Directors, NTPC Limited, New Delhi.

I. We have reviewed the accompanying statement of Unaudited Standalone Financial Results of NTPC Limited("the Company") for the quarter and nine months ended 31 December 2021 ("the Statement") being submittedby the Company pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 ("the Regulations") as amended.

2. The Statement, which is the responsibility of the Company's Management and approved by the Company'sBoard of Directors, has been prepared in accordance with the recognition and measurement principles laiddown in the Indian Accounting Standard 34 "Interim Finan.cial Reporting" ("lnd .AS 34"), prescribed underSection 133 of the Companies Act, ;w 13 as amended read with relevant rules issued thereunder and otheraccounting principles generally accepted in India. Our responsibility is to issue a repo11 on the Statement basedon our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SR£)2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issuedby the Institute of Chartered Accountants oflndia. This standard requires that we plan and perform the reviewto obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limitedprimarily to inquiries of company personnel and analytical procedures applied to financial data and thusprovide less assurance than an audit. We have not performed an audit and accordingly, we do not express anaudit opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that theaccompanying Statement read with notes thereon, prepared in accordance with applicable Indian AccountingStandards specified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunderand other recognised accounting practices and policies, has not disclosed the information required to bedisclosed in terms of the Regulations, including the manner in which it is to be disclosed, or that it containsany material misstatement.

5. Emphasis of Matter:

We draw attention to the following matters in the Notes to the Statement:

(i) Note 3 (a) to the Statement regarding billing and accounting of sales on provisional basis;

(ii) Note 5 in respect of a completed project consisting of three units of 800 MW each, where the orderof National Green Tribunal (NGT) has been stayed by the Honourable Supreme Court of India andthe matter is subjudice;

(iii) Note 6 in respect of one of the projects under construction consisting of two units of 800MW each,where NGT has passed an order to keep the environment clearance granted to the project in abeyanceand wher,e the Hon'ble Supreme Court oflndia on the appeal filed by the company has directed that,while environmental clearance is in abeyance, construction activities may continue; and

(iv) Note 8 with respect to appeal filed by the Company with the Hon'ble High Court of Delhi in thematter of Arbitral award pronounced against the Company and the related provisions thereof.

Our conclusion is not modified in respect of these matters.

For S.K.Mehta & Co. Chartered Accountants

RN 000478N

Patt er M. N 091382UDIN: 22091382AAAABA4584Place: New Delhi

For Parakh & Co. Chartered Accountants FRN 001475C

- �o\(Thalendra Sharma) Partner M. No.079236UDIN: 22079236AAAAAA7421Place: Jaipur

For V.K.Jindal & Co. Chartered Accountants FRN 001468C

- f� -(Suresh Agarwal) Partner M. No.072534UDIN: 22072534AAAABCI426Place: Hazaribagh

Dated: 29 January 2022

For S. N. Dhawan & Co LLP Chartered Accountants FRN 000050N/N500045

(Mukesh Bansal) Partner M. No.505269UDIN: 22505269AAAAAF I 080Place: New Delhi

For C.K.Prusty & Associates Chartered Accountants FRN 323220£

- ta. -(C.K.Prusty) Partner M. No.057318UDTN: 22057318AAAAAG5254Place: Bhubaneshwar

For Varma & Varma Chartered Accountants FRN 004532S

- � o\ �

(P.R.Prasanna Vanna) Partner M. No.025854UDTN: 22025854AAAAAI93 I lPlace: Chennai

For B.C.Jain & Co. Chattered Accountants FRN 001099C

- � J -(Ranjeet Singh) Partner M. No.073488UDIN: 22073488AAAAAC8053Place: Kanpur

5. bnphasis of[Vlatter:

\\'�· clr:iw mte11tion to the J'ollowing rnc1uers in the Notes 10 the S1;11e111c111:

\i) Note 3 (a) 10 the Sta1e111,:111 regarding billing a11cl acco11111ing ol' sak� on prO\ isional ba"i�:

(ii) :--:01<::, in respect ora completed project consisting or1hrcc uni1s of800 �vi\\' .:-,ich. ,,hl.'r.: the orderof National Green Tribunal (NGT) has been srnyed by the I lonourable Supn:111<.· ( ·oun or India andthe matter is subjuclice:

(iii) Note 6 in respect of one or the projects under construe! ion consisting n r l" o II n i1s ,) 1· 800/\ I\\ t·.1ch.where NGT has passed an order to keep 11ic environment clearance gr:1111ecl 10 the project in nhcyan<."cnnd ,\·here the Hon 'ble Supreme Court of India on the nppeal filed by th..: company ha� direc·tt:d that.\\'hile e1wironmenwl clcarnncc bin nbeym1ce. cons1ruction acli\'ilics 111:1) con1i1111c·: :rnd

(i,) J\n1c 8 with respect 10 appeal filed by the Cornpriny ,, ith the I Ion.bk I ligh C.\)un or Delhi in the mritt.:r off\ rbi1ral n,, ard pronounced ng:iin�t the Co111pan\' :ind th<' r<:la1cd prm i ,irn1\ 1h,·r,·111'.

Our co11clusion is not 111oclilied i11 resp-!Cl or these mauers.

For S.K.Mehta & Co. ( 'lrnrtl.'rcd :'\cco11111a111s FRN 000-1781"

tR0hi1 \khta) Part 111::r \ 1. No.091382 l.'DI:-.:: Pl.ice:: Ne,1 l)dhi

For l'arnkh 8:. Co. Chartcn:d 1\ccountants Fl<N UOl-175C

( I hall.'11dr:1 Shanna) P.irtnl'r\I. i'.o.079236l '1)1�:l'la,·e: Jaipur

!·or V.K.Jindal & Co.Clwnered Accountan1sFRN 00 I 468C

( \ure,h . \ gar\\';ll 1 l'.,nner \ I. \.o.07253-l L. !) I'\.

Place: I h1zmib:1gh

Dated: 29 Jnnuar� ::?.022

For S. N. Dhawan & Co LLP Chartered Accountants fR I 000050NlN5000-15

(Mukcsh Bansal) Pnn11er !VI. No.505269UDIN:Place: Ne,, Ddhi

r-or C.K.Prusty & AssociatesChartered AccountantsFRN 323220E

lC.K.PruSt)) Partner \•I. No.057318 l;Dll\: Pl:1cl.': Bhub:111esh\\'ar

For Varmfl & Varma

!·or IJ.C..lain & C,1.Ch:1rtc:rctl 1\cco11111.1111<;FRN 00 I 09CJC

( l{,ll}ject Singh) P:ir111,'r \I. \.o.073-1:-;8 l 1)1;-s: 1,1:1L·c: 1-::tnpur



(i) Note 3 (a) to the Statement regarding billing and accountingof sales on provisional basis;

(ii) Note 5 in respect of a completed project consisting of three units of 800MW each, where the orderof National Green Tribunal (NGT) has been stayed by the Honourable Supreme Court of Indiaand the matter is subjudice;

(iii) Note 6 in respect of one of the projects under construction consisting of two units of 800MW each,where NGT has passed an order to keep the environment clearance granted to the project inabeyance and where the Hon 'ble Supreme Court of India on the appeal filed by the company hasdirected that, while environmental clearance is in abeyance, construction activities may continue;and

(iv) Note 8 with respect to appeal filed by the Company with the Hon 'ble High Court of Delhi in thematter of Arbitral award pronounced against the Company and the related provisions thereof.


For S.K.Mehta& Co. Chartered Accountants FRN 000478N

(Rohit Mehta) Partner M. No.091382UDIN:Place: New Delhi

For Parakh& Co.

Place: Jaipur

For V.K.Jindal& Co. Chartered Accountants FRN 001468C

(Suresh Agarwal) Partner M. No.072534UDIN:Place: Hazaribagh


For S.N.Dhawan& Co LLP Chartered Accountants FRN 000050N/N500045

(Mukesh Bansal) Partner M. No.505269UDIN:Place: New Delhi

For C.K.Prusty& A.ssociates Chartered Accountants FRN 323220E

(C.K.Prusty) Partner M. No.057318UDIN:Place: Bhubaneshwar


(P.R.Prasanna Varma)

Partner M. No.025854UDIN:Place: Chennai

For 8.C.Jain& Co. Chartered Accountants FRN 001099C

(Ranjeet Singh) Partner M. No.073488UDIN:Place: Kanpur

S. Lmphasis 1)f �fatter:

We draw attention to the follo,.,.ing matters in the oles to the Statement·

(i) 'ote 3 (a) to the Statement regarding billing and accounting ur .,,ales on provisional basis:

(ii) 1':otc 5 in respect of a completed project consisting or tlm.:e uniL<; of 800 1\ 1 \\' each. \\ here the orderor at ional Green Tribunal ( G f") ha:- been sta) ed b) the llonourablc upreme Court of'lndia an<lthe matter is :,ubjudice:

(iii) '\ote 6 in rc:-pect ol on� or the projects under co1btruction consisting of two units of SOOM\\ each.,vhcre NGT ha pa:,:,ed an order to keep the em ironmcm cleamncc gramed to the project in abc) anccand when,: the I Ion 'ble Supreme Court of India on the appeal filed b) the com pan� ha!'. dire...:ted that.,,hile en, ironrm.:ntal clearance i� in abeyance. construction ai..:th ities 1118) continue: and

(i,) Nole 8 \\ ith respect to appeal filed b� the Com pan) \\ ith the Hon 'ble lligh Coun ol Delhi in the martcr llf ,\ rbttral a,.,.anJ pronounced again�t the Company and the rdatc:J pn)\ i:,iDns thereof.

Our conclusion ic; not modified in respc..:t ofthe-.c matter-..

I or S.K.Mehta & Co Chartered Accountan� FRN 000478N

(Rohi1 Mehta) Partner M. No.091382UOfN:Place: C\\ Delhi

For Parakh & Co. Chartered /\ccounu1nts rR'10014 75C

(Tlrnlendrn !->harma) Partner \1. l\o.079236 UDl'l: Place: Jaipur

For V.K.Jin<.lal & Co. Chartered Accountants FRN 001468C

( urcsh l\g.an-\ a I) Partner \1. No.072'14 l;DJN. Place: I la?aribagh

Dalt!d: 29 Januar:, 2022

ror S. N. Dhawan &. Co LLP Chanere<l Ac�ountams FRN 000050\J/NS000-15

(Mukesh Ban-.al) Partner M. "\o.505269llDI :Place: . C\\ Delhi

l·RN 3232201:

(CKk: 1 Part111:r

h)r Varma & VarmaChancred AccountanbFRI\I OO..t532S

(P R.Pra-.anna Vanna) P:i rtner \i1. �o.025854 L!DIN: Place: Chcnnai

For B.C .Ja111 & Co. Chartered \ccuuntan1:, FR'l 00 I 099C

(Ranject �111g'1J P:mncr

M. No.OS 7318 "vi. No 07J-l88 l DI\.: 21C �3,\� A�A./\A� <:;'15'-1 uor

Place: Bhubane:.hwar Pta,e: Knnpur



(i) Note 3 (a) to the Statement regarding billing'and accountingof sales on provisional basis;

(ii) Note 5 in respect of a completed project consisting of three units of 800IvfW each, where the orderof National Green Tribunal (NGT) has been stayed by the Honourable Supreme Court of Indiaand the matter is subjudice;

(iii) Note 6 in respect of one of the projects under construction consisting of two units of 800l'vfW each,where NGT has passed an order to keep the environment clearance granted to the project inabeyance and where the I Ion'ble Supreme Court of India on the appeal filed by the company hasdirected that, while environmental clearance is in abeyance, construction activities may continue;and

(iv) Note 8 with respect to appeal filed by the Company with lhe Hon'ble High Court of Delhi in thematter of Arbitral award pronounced against the Company and the related provisions thereof.



(Roh it Mehta) Partner M. No.091382UDIN:Place: New Delhi

For Parakh& Co. Chartered Accountants FRN 001475C

(Thalendra Sharma) Paiiner M. No.079236UDTN:Place: Jaipur




For S.N.Dhawan& Co LLP Chartered Accountants FRN 000050N/N500045


For C.K.Prusty& Associates Chartered Accountants FRN 323220E

(C.K.Prusty) Partner M. No.05731 8UDIN:Place: Bhubaneshwar


(P .R.Prasanna Varma) Partner M. No.025854UDIN:Place: Chennai

For B.C.Jain& Co. Chartered Accountants FRN 001099C

(Ranjeet Singh) Partner M. No.073488UDIN: U()::}2,'-{�'6AAl\-1\f\CJsoQPlace: Kanpur

5 Empha.c;is of \fatter.

We draw attention to lhe followtng marten. 1n the Notes to the Statement:

(i) Note 3 (a) to the Statement regarding billing and accounnngof sales on provisional basis;

(ii) Note 5 in respect of a completed project consisting of three units of 800t-.fW each where the orderof Nanonal Green Tribunal (NOT) has been stayed b} the Honourable Supreme Court of Indiaand the matter 1s subjud1ce;

(iii) Note 6 in respect of one of the projeccs under construction consisting of two urnts of 800MW each,where NGT has passed an order to keep the environment clearance granted to the project inabeyance and where the I Ion ·ble Supreme Court of India on the appeal filed b) the company hasdirected that, while environmental clearance is in abeyance, construction activities may continue;and

(n) Note 8 v,ith respect to appeal filed by the Compan} \\ith the Hon 'ble High Coun of Delhi Ill thematter of Arbrtral award pronounced against the Company and the related provisions thereof.

Our conclusion is not modified in respect of these mat1ers

For S.KMehta& Co. Chartered Accountants FRl\J 000478N

(Rohic \ lehta) Partner M. 1'.o.091382llDIN:Place: Ne,v Delhi

For Parakh& Co. Chartered Accountants FRI\ 001475C

(Thnlendra Sharma) Partner M. No.079236LIDli\/Place· Jrupur

!'or V.K.Jindal& Co. Chartered Accountant� fR:'-: 001468C

(Suresh Agarwal) Partner M. No.072534

For S.N.Dhawan& Co LLP Chartered Accountants FRl\ 000050'\l \f500045

(Mukesh Bansal) Partner M. No.505269UDIN:Place '\c� Delhi

For C K. Prusty& Associates Chartered Accountants FR1' 323220E

(C.K.Prusty) Panner M. No.057318UDINPlace: Bhubaneslm ar

UDIN: 2'-0:t ')_S.�'-1 A A ./\-A E>C. \ I..\ .l.(,Place. Hazaribagh

Dated: 29 Januruy 2022

For Vanna & Varma Chartered •\ccountants FR'-! 004532$

(P R. Prasanna \'anna) Partner \,f. l\o.025854 UDTN: Place: Chennai

for B.C.Jain& Co. Chartered Accountants FRN 001099C

(Ranjeet Smgh) Partner M. No.073488UDIN:Place. Kanpur

S.K.Mehta & Co.

Chartered Accountants 302-306, Pragati Tower,26, Rajendra Place,New Delhi- I I 0008

Parakh & Co.

Cha1tered Accountants 323, Ganpati Plaza, M.l.Road,Jaipur-30200 I

V.K.Jindal & Co.

Cha1tered AccountantsGG3, Shree Gopal Conwlex,Third floor, Court Road,Ranchi-834001

S.N.Dhawan & CO LLP

Chartered Accountants D-74, Malcha Marg,Diplomatic EnclaveNew Delhi-110021


Chartered AccountantsI 0, Rajarani Colony,Tankapani Road,Bhubaneshwar-751014

Varma & Varma

Chartered Accountants I 04,MetroPalmgroveApartments, Raj Bhavan Road, Somajiguda, Hyderabad-500082

B.C.Jain & Co.

Cha1tered Accountants

16/77 A, Civil Lines,Kanpur-20800 I

INDEPENDENT AUDITORS' LIMITED REVIEW REPORT ON THE UNAUDITED

CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED

31 DECEMBER 2021

To

The Board of Directors, NTPC Limited, New Delhi.

1. We have reviewed the accompanying Statement of Unaudited Consolidated financial Results ofNTPC Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as"the Group") and its share of the net profit after tax and total comprehensive income of its Joint Venturesfor the quarter and nine months ended 31 December 2021 attached herewith ("the Statement"), beingsubmitted by the Parent pursuant to the requirement of Regulation 33 and Regulation 52 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations") as amended.

2. This Statement, which is the responsibility of the Parent's Management and approved by the Parent'sBoard of Directors, has been prepared in accordance with the recognition and measurement principleslaid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind A� 34"), prescribedunder Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder,and other accounting principles generally accepted in India. Our responsibility is to express �onclusionon the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagement(SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of theEntity', issued by the Institute of Chartered Accountants of India and also considering the requirementof Standard on Auditing (SA 600) on 'Using the work of Another Auditor' including materiality. Areview of interim financial information consists of making inquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other review procedures. A review issubstantially less in scope than an audit conducted in accordance with Standards on Auditing andconsequently does not enabl'e us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular issued by the Securities and Exchange Board oflndia under Regulation 33(8) of the Regulations, to the extent applicable.

4. The Statement includes the results of the following entities:

a) List of Subsidiaries:

(I) NTPC Electric Supply Company Ltd., (2) NTPC Vidyut Vyapar Nigam Ltd., (3) Kanti B ijleeUtpadan Nigam Ltd., (4) Bhartiya Rail Bijlee Company Ltd., (5) Patratu Vidyut Utpadan NigamLtd., (6) Nabinagar Power Generating Company Ltd., (7) NTPC M ining Ltd., (8) North EasternElectric Power Corporation Ltd., (9) THDC lndia Ltd., (I 0) NTPC EDMC Waste Solutions PrivateLtd., (11) NTPC Renewable Energy Ltd., and (12) Ratnagiri Gas and Power Private Ltd.

b) List of Joint Ventures:

(I) Utility Powertech Ltd., (2) NTPC-GE Power Services Private Ltd., (3) NTPC SAIL PowerCompany Ltd., (4) NTPC Tamil Nadu Energy Company Ltd., (5) Aravali Power Company PrivateLtd., (6) Meja Urja Nigam Private Ltd., (7) NTPC BHEL Power Projects Private Ltd., (8) NationalHigh Power Test Laboratory Private Ltd., (9) Transformers and Electricals Kerala Ltd., (10) EnergyEfficiency Services Ltd., (11) CIL NTPC Urja Private Ltd., ( 12) Anushakti Vidhyut Nigam Ltd.,(13) Hindustan Urvarak and Rasayan Ltd., (14) Trincomalee Power Company Ltd.* and (15)Bangladesh-India Friendship Power Company Private Ltd.*(*incorporated outside India)

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based onthe consideration of the review reports of other auditors referred to in paragraph 7(a) below, nothing hascome to our attention that causes us to believe that the accompanying Statement, prepared in accordancewith the recognition and measurement principles laid down in the aforesaid Indian Accounting Standardspecified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issuedthereunder and other accounting principles generally accepted in India, has not disclosed the informationrequired to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed,or that it contains any material misstatement.



(i) Note 4(a) to the Statement regarding billing and accounting of sales on provisional basis;

(ii) Note 6 in respect of a completed project of Parent Company consisting of 3 units of 800 MWeach, where the order of National Green Tribunal (NGT) has been stayed by the HonourableSupreme Court of lndia and the matter is sub-judice;

(iii) Note 7 in respect of one of the projects of Parent Company under construction consisting of twounits of 800MW each, where NGT has passed an order to keep the environment clearance grantedto the project in abeyance and where the Hon'ble Supreme Court oflndia on the appeal filed bythe Parent Company has directed that, while environmental clearance is in abeyance, constructionactivities may continue; and

(iv) Note 9 with respect to appeal filed by the Parent Company with the Hon'ble High Court of Delhiin the matter of Arbitral award pronounced against the Company and the related provisionsthereof.


7. Other Matters:

(a) We did not review the interim financial results/ financial information of 4 subsidiaries, included inthe unaudited consolidated financial results, whose interim financial results/ financial informationreflect total revenues of� 708.90 crore and � 1,827.03 crore, total net profit after tax of� 122.49crore and� 200.91 crore and total comprehensive income of� 122.49 crore and� 200.91 crore,for the quarter and nine months ended 3 I December 2021, as considered in the unauditedconsolidated financial results. The unaudited consolidated financial results also include the Group'sshare of net profit after tax of� 3 57 .08 crore and � 823 .32 crore and total comprehensive incomeof� 357.02 crore and� 823.14 crore for the quarter and nine months ended 31 December 2021, inrespect of 4 joint ventures, whose interim financial results / financial information have not beenreviewed by us. These interim financial results/ financial information have been reviewed by otherauditors whose reports have been furnished to us by the management upto 27 January 2022 and ourconclusion on the Statement, in so far as it relates to the amounts and disclosures included in respectof these subsidiaries and joint ventures, is based solely on the reports of the other auditors andprocedure performed by us as stated in paragraph 3 above.

(b) The unaudited consolidated financial results also include interim financial results / financialinformation of 8 subsidiaries which have not been reviewed by its auditors, whose interim financialresults/ financial information reflect total revenues of� 4,400.73 crore and� 12,499.06 crore, totalnet profit after tax of� 692.02 crore and � 1,587.13 crore and total comprehensive income of�690.42 crore and Z 1,581.88 crore, for the qua1ter and nine months ended 31 December 2021, asconsidered in the unaudited consolidated financial results which have not been reviewed by theirauditors. The unaudited consolidated financial results also includes the Group's share of net profit/ (loss) after tax of� ( 49.08) crore and� 11.13 crore and total comprehensive income of� (50. l 0)crore and � 8.69 crore for the quaiter and nine months ended 31 December 2021 as considered inthe unaudited consolidated financial results, in respect of 11 joint ventures, based on interimfinancial results/ financial information which have not been reviewed by their auditors. These un-

reviewed interim financial results / financial information furnished to us by the Parent's management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of aforesaid subsidiary and joint ventures, is based solely on such un-reviewed interim financial results / financial information. According to information and explanations given to us by the Parent's management, these un-reviewed interim financial results/ financial information of the aforesaid subsidiaries and joint ventures included in these unaudited consolidated financial results, are not material to the Group.

Our conclusion on the Statement is not modified in respect of the above matters.

For S.K.Mehta & Co. Chartered Accountants

000478N

(Roh it Partner M. No.091382UDrN: 22091382AAAABB9292Place: New Delhi

For Parakh & Co. Chartered Accountants FRN 001475C

- .e�(Thalendra Sharma) Partner M. No.079236UDIN: 22079236AAAAAB7675Place: Jaipur

For V.K.Jindal & Co. Chartered Accountants FRN 001468C

_j �(Suresh Agarwal) Pa,tner M. No.072534UDIN: 22072534AAAAB07720Place: Hazaribagh


For S.N.Dhawan & CO LLP Chartered Accountants FRN 000050N 0045

w� (Mukesh Bans Pa,tner M. No.505269UDIN: 22505269AAAAAG4676Place: New Delhi

For C.K.Prusty & Associates Chartered Accountants FRN 323220E

- {" -(C.K.Prusty) Pa,tner M. No.057318UDIN: 220573 l 8AAAAAH4336Place: Bhubaneshwar


- c4 -

(P.R.Prasanna Vanna) Partner M. No.025854UDIN: 22025854AAAAAJ9174Place: Chennai

For B.C.Jain & Co. Chartered Accountants FRN 001099C

- ( <\ -(Ranjeet Singh) Pa,tner M. No.073488UDIN: 22073488AAAAAD2907Place: Kanpur

re:, k:,,c:d interim financial rc�uhs linancial inlormmion rurnishc:d to u, h� 111.: Par,·111·:, man:1µcment and our conclusion on th\! Sta1e111.:n1. in �o for as ii rdatc:.., tt> the: .imounb a·1d di:,C"l11�u1-..:s incluckJ in r.:spect or afor,·s:1id subsidii1r> and joi111 \ c:111l1rc�. i, ha'.\ed ..,,11\'I� on \lll'h un-r,·\ i..:\\ cd intl.!rim lin:rncial rc�ult� linanci:11 infonnntion. ,\,·.:ording to inf,ll'l11:11io11 :111d ..:xplanations g1\..:1110 u:, b) the Parem·:, managenk'nl. thes.: un-re, 1c:1,.:d int.:rim 1inanC.'i.t r<.'.)uJt.., linancinl inrormmion of the aforesaid subsidiaries and joint , enture� inclmh:d in the:;..: una11d11c:d consolidated financial rc:sults. are not material to the Group.

Our L'Ont.:lu-,ion 0n 1he ·1.1tl.'nien1 i:- 1101 modified in n:.,pel.'t ol' the ahu, t' 111.lltl.'rs.

For S.l,.Md11a & Co. Chaner..:d ,\l·c:ountant:FR:-,_ 000-PS'\

(Rohit iVlchta) p ll'tl1C.'l'

\I. '\1).091 �82 l 1)1:S,.: Pl.ics': '\e\\ Os'lhi

for Pnrakh & Co. Chant:red Accountants FR'\ 001�75C

( I halendra Sharma) P:,nm:r .\ I. \!o.lP9�36 l 1)1;\: Plac.:-: Jnipur

ror \'.K.Jindal & Co. Chane.'re.'d Al:l'Ountants IR'\ tl01�68C'

1S11r..::,h Agar"al) Pan,11.:r \ I. '\!o.07253-l L DI'\. Pl.i�c: I latarib:1�h

0.11.:d· 29 .lanuar� 2022

For �.1'.Dh,1\1:111 & CO LI.I' Chartl.'rs'cl Account:inh FR '1 0000:iON '-. 5000-l 5

( I ukc�h Bansal) Partner :vi. 0-0 505 26'> UD11': Placl.!: Ne\\ Del hi

For C.K.PruSt) & A�:,m·i.ite� Ch:irtcrcd Accorn1tan15 r-RN 3232'.'.0E

(CK.Prust)) Part ncr .\I. �o.057318 L:DI'.\: Pl:iC"I.': 13 hubaneshwar

I or \ arnw ,\. \ ,an a Cliancr,·d ,\\'.c'nun , Ill\

�{ \. 00-15 � 2 �

\\�,,,,;,:::: <1�·111.:r \1 '\o.025851 l l)I'\. 22025851.\ \A.·\-\J1ll7-l l1 l.1c,:,: Che.'llll;1i

I or 13.C..lain ,\:. < o. C'lrnncrcd t\cl'.ount.1111:, IR\OUl09CJC

I Ranjeet \111gh 1 Part11er \I. '\o.0"' , IX� l 1)1'\: f>laL·c: f--,111pur

31 December 2021 as considered in the unaudited consolidated financial results, in respect of 11 joint ventures, based on interim financial results / financial information which have not been reviewed by their auditors. These un-reviewed interim financial results / financial information furnished to us by the Parent's management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of aforesaid subsidiary and joint ventures, is based solely on such un-reviewed interim financial results / financial information. According to information and explanations given to us by the Parent's management, these unreviewed interim financial results / financial information of the aforesaid subsidiaries and joint ventures included in these unaudited consolidated financial results, are not material to the Group.




For Parakh& Co. Chartered Acccmnta1its

.---.....

�i JAI?UR ·�

For S.N.Dhawan& CO LLP Chartered Accountants FRN OOOOSON/N500045


For C.K.Prnsty&Associates Ghartered Accountants FRN 323220E FRN 001475C'

�a

x�iH & C'o

/W'/ \"?.'t" (Thalendra Shan � �f (C.K.Prusty)

Partner 'l:o A� Partner M. No.079236 � M. No.0573 18UDIN: 22079236AAAAAB7675UDIN: Place: Jaipur



Dated:29 January 2022

Place: Bhubaneshwar


(P.R.Prasanna Varma) Partner M. No.025854UDIN:Place: Chennai

For B.C.Jain& Co. Chartered Accountants FRN 001099C

(Ranjeet Singh) Partner M. No.073488UDIN:Place: Kanpur

revie\,\ed interim financial results / financial information furnished to us by the Parent"s manag.;mcnt and our conclusion on the Statement. in so far as it relates to the amounts and disclosures included in respect of aforesaid subsidial) and joint ventures. is based solely on such un-rcvie,\ed interim tinancial results / financial information. According to information and explanations given to us by the Parent· s management, th�s� un-revie\\ed interim financial results/ financial information of the aforesaid subsidiaries and joint ventures included in these unaudited consolidated financial re:,ults. are not material to the Group.


For S.K.Mehta & Co. Chartered Accountants FRN 000478N

(Rohit Mch1a) Pmtner M. No.091382UDIN:Place: New Delhi

For Parakh & Co. Chartered Accountams FR OOJ475C

(Tha lendra Sha rm a) Partner M. o.079236UDIN:Place: Jaipur

For V.K.Jindal & Co. Chartered Aeeoun tan ts FRN 001468C

(Suresh Agarwal) Partner M. No.072534UDIN:Place: Huaribagh

Dated: 29 Janua11 20�2

For S.N.Dhawan & CO LLP Chartered Accountants FRN 000050N/N5000-t5

(Mukesh Bansal) P<1rtner M. No.505269UDIN:Place: New Delhi

For Vanna & Vanna Chartered Accountants FRN 004532S

( P.R .Prasanna Varma) Partner M. o.025854UOIN:Place: Chennai

for B.C.Jain & Co. Chanered Accountants FR 001099C

(C.K.Prus ;) (Ranjeet Singh) Partner Partner M. o.057318 M. No.073488U DI : 2-'.lo S'-=t-2.\ � F\-MA./\t) '-{�(, l_;DIN: Place: Bhubaneshwar Place: Kanpur

results, in respect of 11 joint'ventures, based on interim financial results/ linancial information which have not been reviewed by their auditors. These un-reviewed interim financial results / financial foformation furnished to us by the Parent's management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of aforesaid subsidial)' and joint ventures, is based solely on such un-reviewed interim fi11ancial results / financial infonnation. According to information and explanations given to us by the Parent's management, these un-re".iewecl interim financial results/ financial information of the aforesaid subsidiaries and joint ventures included in these unaudited consolidated financial results, are not material to the Group.




For Parakh& Co. Cha1tered Accountants FRN 001475C

(Thalendra Sharma) Partner M. No.079236UDIN: Place: Jaipur

For V.K.Jindal& Co. Chartered Accountants FRN00!468C


Dated:29 Janu81)' 2022

For S. 1.Dhawan& CO LLP Chartered Accountants FRN 000050N/N500045

(Mukesb Bansal) Partner M. No.505269UDIN:Place: New Delhi

For C.K.Prusty&Associates Chartered Accountants FRN 323220£

(C.K.Prusty) Partner M. No.057318UDIN:Place: Bhubaneshwar

For Varma & Varma Chmtered Accountants FRN 004532S

(P.R.Prasanna Varma) Partner M. No.025854UDlXPlace: Chennai

For B.C.Jain& Co. Chartered Accountant5 FRN 001099C

(Ranjeet Singh) Partner M. No.073488UDTN: 2..� D"::t=>'\ 8. g-1\ fttl; A AJ) i C\ o-:,Place: Kanpur

by their auditors. The unaudited consolidated financial results also includes the Group's share of

net profit/ (loss) after tax of' (49.08)crore and 'J l.13 crore and total comprehensive income of'

(50. I 0) crore and '8.69 crore for the quarter and nine months ended 31 December 2021 as

considered in the unaudited consolidated financial results, in respect of 11 joint ventures, based on interim financial results / financial infonnat1on wh.ich have not been reviewed by their auditors. These un-reviewed interim financial results/ financial infonnation furnished 10 us by the Parent's management and our conclusion on the Statement. in so far as it relates to the amounts and disclosures included in respect of aforesaid subsidiary and joint ventures, is based solely on such mi-reviewed interim financial results/ financial infonnation. According to infonnation and explanations given to us by the Parent's management, these un-revie\Ved interim financial results / financial information of the aforesaid subsidiaries and joint ventures included in these unaudited consolidated financial results, are not material to the Group.


For S.K.Mehta& Co Chartered Accounrants FRN 000478 1

(Roh.it Mehta) Partner \If. No.091382 UDIN: Place: New Delhi

For Parakh& Co. Chartered Accountants FRN 001475C

(Thalendra Shanna) PartJ1er M. No.079236UDIN:Place: Jaipur


<..___---� (Suresh Agarwal) Partner

Place: Hazaribagh


For S.N.Dhawan& CO LLP Chru1ered Accountants FR 000050\lf?\500045

(Mukesh Bansal) PartJler 1\1. No.505269 UDIN: Place: New Delhi

For C.K.Prusty&Associates Chartered Accountants FRN 323220E

(C.K.Prusty) Parmer M. No.057318UDfN:Place: Bhubaneshwar

For Vanna & Varma Chartered Accountants FR 004532S

(P.R.Prasanna Vanna) Parmer \1. No.025854 UDI'\l: Place: Chennai

For B.C.Jain& Co. Chartered Accountants FR1 001099C

(Ranjcet Singh) Partner M. 10.073488UDIN:Place: Kanpur

S.N. Dhawan & CO LLP

Chartered Accountants

421, II Floor, Udyog Vihar Phase IV, Gurugram, Haryana 122016, India

Tel: +91 124 481 4444

Independent Statutory Auditor's Certificate for asset cover in respect oflisted debt securities of NTPC Limited

We understand that NTPC Limited ("the Company") having its registered office at NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi-110003, India is required to obtain a certificate with respect to asset cover in respect of listed debt securities of the Company as on 3 I December 2021 in terms of Requirements of Regulation 54 read with regulation 56 (I) (d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 I 5 as amended ("LODR Regulations") and SEBI (Debenture Trustees) Regulations, 1993 as amended ("DT Regulations").

Management's Responsibility

The Company's Management is responsible for ensuring that the Company complies with the LODR Regulations and OT Regulations. Further the Company is also responsible to comply with the requirements of Bond Trust deed executed with respective Bond Trustee.

Auditor's Responsibility

Our responsibility is to certify the asset cover in respect of I isted debt securities of the Company as on 31 December 2021 based on the unaudited financial statements and as per the format specified in SEBI Circular No. SEBJ/ HO/MIRSD/CRADT/CIR/P/ 2020/230 circular dated 12 Novemiber 2020.

We conducted om examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the institute of Chartered Accountants of lndia.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) I, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

Based on examination of books of accounts and other relevant records/documents, we hereby certify that:

a) NTPC Limited has vide its Board Resolution and information memorandum/ offer document

and under various Debenture Trust Deeds, has issued listed debt securities as at 31-12-2021

placed as Annexure-1.

b) Asset Cover for listed debt securities:

i. The financial information as on 31-12-2021 has been extracted from the books of accounts

for the period ended 31-12-2021 and other relevant records of the I isted entity.

ii. The assets of the listed entity provide coverage of 154% of the interest and principal

amount, which is in accordance with the terms of isstre/ debenture trust deed (calculation

as per statement of asset cover ratio for the Secured debt securities-Table- I)

iii. The total assets of the listed entity provide coverage of 171 % of the principal, which is in

accordance with the terms of issue (calculation as per statement of asset coverage ratio

available for the unsecured debt securities-Table-II) (as per requirennent of Regulation

54 read with Regulation 56( I)( d) of LODR Regulations).

-�'NAN,

<::) --.; �·

�I \\�

�DAW:. -

Sr. No.

i.

ii.

iii.

Table- I

Particulars

Total assets available for secured Debt Securities· - (secured by pari passu charge on assets) (mention the share of Debi Secut·ities' charge holders)

• Property Plant & Equipment (fixed movable/immovable �pert) etc.

- .

assets) -

----

-

- . -• Loans /advances given (net of provisions. PAs and sel I cJo" n

portfolio). Debt Securities. other credit extended etc. • Receivables including interest accrued on Term loan/Debt

Securities etc.• 1 n vest ment(s)• Cash and cash equivalents and other current� Non-current assets

Total borrowing through issue of secured Debt Securities (secured by pari passu charge on assets) • Debt Securities (Provide details as per table below)• IND - AS adjustment for effective Interest rate on

Securitiessecured Debt

• Interest accrued and payable on secured Debt SecuritiesAsset Coverage Ratio (100% or higher as per the terms of offer document/in formation memorandum/ debenture trust deed)

A

--

B

Al

B -- ----

ISIN wise details

Amount (Rs. in Crore)

57,969.09

57.969.09

-

-

-

-

37,7f8.63

37.720.83 (2.20)

-

154%

---------

s. ISIN Facility No.

Type of

charge

Outsta nding nt as 12-

Amou on 31-2021

Placed as Annexur e-11

Cover

Required

�---·

Table - II

s. Particulars No.

i. Net assets of the listed entity available for unsecured lenders (Property Plant & Equipment (excluding intangible assets and prepaid expenses)+ Investments+ Cash & Bank Balances+ Other current/ Non-current assets excluding deferred tax assets ( -) Total assets available for secured lenders/creditors on pari passu/exclusive charge basis under the above heads (-) unsecured current/ non-current liabilities (-) interest accrued & oavable on unsecured borrowings}

II, I otal Borrowings (unsecurea) • Term loan

-

• Non-convertible Debt Securities• CCI OD Limits • Other Borrowings

') • IND - AS adjustment for effective Interest rate on

unsecured borrowings

)it IJ Assets Coverage Ratio

fl) ( I 00% or higher as per the terms of Offer Document/Information ·� Memorandum/ Debenture Trust Deed)

Assets Required

Amount tRs. in

rore) A 223,994.65

B 130,969.37 65.363.94 20.045.10

3,974.03 41.896.31

(310.01) (A/B) 171%

c) Compliance of all the covenants/terms of the issue in r�s'pect of listed debt securities of the

listed entity

We have examined the compliances made by NTPC Limited in respect of the covenants/terms of

the issue of the listed debt securities (Nco·s) and certify tJint such covenants/terms of the issuehave bee111 complied by NTPC Limited.

The above certificate has been given on the basis of information provided b) the Management and the records produced before us for verification.

Restriction on Use This ccrti ficate has been issued to the management of NTPC Limited to com ply with requirements of LODR Regulations. Our certificate should not be used for an) other purpose or by any person other than the Company. Accordingly, we do not accept or assume any liability·or duty of care to any other person to whom this certificate is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Date: 29 January 2022 Place: New Delhi

For S. N. Ohawan & Co LLP Chartered Accountants

Firm Registration No. OOOOSON/NS00045

Mukesh Bansal Partner

Membership No. 505269

uoiN: 22..fof26'tAA-AM£3(;23

I I I I

I I

Annexure-1

ISIN Private Placement/ Public Secured/ Outstanding Amount

Issue/Bonus Debentures Unsecured (Rs. in crore)

INE733E07HH7 Private Secured 5.0000

INE733E07EV5 Private Secured 5.0000

INE733E07CM8 Private Secured 7.0000

INE733E07188 Private Secured 5.0000

INE733E07FK5 Private Secured 7.0000

INE733E07DC7 Private Secured 10.0000

INE733E071Q6 Private Secured 5.0000

INE733E07FZ3 Private Secured 5.0000

INE733E070RS Private Secured 8.0000

INE733E07J86 Private Secured 390.0000

INE733E07EG6 Private Secured 5.0000

INE733E07G05 Private Secured 5.0000

INE733E07GY4 Private Secured 100.0000

INE733E07Hl5 Private Secured 5.0000

INE733E07JC4 Private Secured 300.0000

INE733E07EW3 Private Secured 5.0000

INE733E07CN6 Private Secured 7.0000

INE733E07JD2 Private Secured 200.0000

INE733E07HS4 Private Secured I 00.0000

INE733E071C6 Private Secured 5.0000

INE733E07FL3 Private Secured 7.0000

1NE733E07DD5 Private Secured 10.0000

INE733E071R4 Private Secured .

5.0000

INE733E07GA4 Private Secured 5.0000

INE733E07DS3 Private Secured 8.0000

INE733E07EH4 Private Secured 5.0000

INE733E07GP2 Private Secured 5.0000

INE733E07GZI Private Secured 100.0000

INE733E07HJ3 Private Secured 5.0000

INE733E07EX I Private Secured 5.0000

INE733E07C04 Private Secured 7.0000

INE733E07HT2 Private Secured 100.0000

INE733E07ID4 Private Secured 5.0000

INE733E07FM I Private Secured 7.0000

INE7J3E07DE3 Private Secured 10.0000

INE733E071S2 Private Secured 5.0000

INE733E07GB2 Private Secured 5.0000

INE733E07DTI Private Secured 8.0000

INE733E07J09 Private Secur�d 1000.0000

INE733E07E12 Private Secured 5.0000

INE733E07GQO Private Secured 5.0000

INE733E07HA2 Private Secured 100.0000

INE733E07HK I Private Secured 5.0000

�INE733E07EY9 Private Secured 5.0000

INE733E07CPI Private Secured 7.0000 '('.'.

Secured 100.0000 i�l INE733E07HUO Private *


�

INE733E07FN9 Private

INE733E07DFO Private

INE733E071TO Private

INE733E07GCO Private

INE733E07DU9 Private

INE733E07EJO Private

INE733E07GR8 Private

INE733E07HB0 Private

INE733E07HL9 Private

INE733E07EZ6 Private

INE733E07CQ9 Private

INE733E07HV8 Private

INE733E071F9 Private

INE733E07F07 Private

INE733E07DG8 Private

INE733E071U8 Private

INE733E07GD8 Private

IN E733 E07DV7 Private

INE733E07EK8 Private

INE733E07GS6 Private

INE733E07HC8 Private

INE733E07HM7 Private

INE733E07FA6 Private

INE733E07CR7 Private

IN E733 E07H W6 Private

INE733E071G7 Private

INE733E07FP4 Private

INE733E07DH6 Private

INE733E071V6 Private

INE733E07GE6 Private

INE733E070W5 Private

INE733E07EL6 Private

INE733E07GT4 Private

INE733E07HN5 Private

INE733E07FB4 Private

INE733E07CS5 Private

INE733E071H5 Private

INE733E07FQ2 Private

INE733E07014 Private

INE733E071W4 Private

INE733E07GF3 Private

IN E733 E07DX3 Private

INE733E07EM4 Private

INE733E07GU2 Private

INE733E07H03 Private

IN E733 E07FC2 Private

INE733E07CT3 Private

INE733E07113 Private

INE733E07FRO Private

INE733E07DJ2 Private

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

Secured

7.0000

10.0000

5.0000

5.0000

8.0000

5.0000

5.0000

100.0000

5.0000

5.0000

7.0000

100.0000

5.0000

7.0000

10.0000

5.0000

5.0000

8.0000

5.0000

5.0000

100.0000

5.0000

5.0000

7.0000

100.0000

5.0000

7.0000

10.0000

5.0000

5.0000

8.0000

5.0000

5.0000

5.0000

5.0000

7.0000

5.0000

7.0000

10.0000

5.0000

5.0000

8.0000

5.0000

5.0000

5.0000

5.0000

7.0000

5.0000

7.0000

10.0000

I I

I I

I I

INE733E071X2 Private Secured 5.0000

INE733E07GG l Private Secured 5.0000

1NE733E07DY l Private Secured 8.0000

INE733E07EN2 Private Secured 5.0000

IN E733 E07G VO Private Secured 5.0000

INE733E07HPO Private Secured 5.0000

1NE733E07FD0 Private Secured 5.0000

INE733E07CU I Private Secured 7.0000

INE733E071J l Private Secured 5.0000

INE733E07FS8 Private Secured 7.0000

1NE733E07DKO Private Secured 10.0000

INE733E071YO Private Secured 5.0000

INE733E07GH9 Private Secured 5.0000

1NE733E07DZ8 Private Secured 8.0000

INE733E07EOO Private Secured 5.0000

INE733E07GW8 Private Secured 5.0000

INE733E07HQ8 Private Secured 5.0000

INE733E07FE8 Private Secured 5.0000

INE733E071K9 Private Secured 5.0000

INE733E07FT6 Private Secured 7.0000

INE733E07127 Private Secured 5.0000

INE733E07Gl7 Private Secured 5.0000

IN E733 E07G X6 Private Secured 5.0000

INE733E07HR6 Private Secured 5.0000

INE733E071L7 Private Secured 5.0000

INE733E07JA8 Private Secured 5.0000

INE733E07KK5 Private Secured 3056.5000

INE733E07JP6 Bonus Debentures Secured 2061.3661

INE733E08148 Private Unsecured 4374.1000

INE733E07JEO Public Secured 488.0265

INE733E07JH3 Public Secured 208.6391

INE733E07JK7 Private Secured 75.0000

INE733E07JN I Private Secured 750.0000



INE733E07JQ4 Private Secured 300.0000

INE733E07JR2 Public Secured 108.3767

INE733E07JU6 Public Secured 65.9643

INE733 E08 I 63 Private Unsecured 4000.0000

INE733E07JXO Private Secured 500.0000

INE733E07KA6 Private Secured 1000.0000

INE733E07KC2 Private Secured 357.5000

INE733E07KE8 Private Secured 800.0000

INE733E07KF5 Private Secured 670.0000

INE733 E07 JF7 Public Secured 249.9459

C'o INE733E07JI I Public Secured 91.3928

.('. INE733E07KJ7 Private Secured 4000.0000 � INE733E07JL5 Private Secured 105.0000

INE733E07KL3 Private Secured 4300.0000

INE733E07JSO Public Secured 129.0476

INE733E07JV4 Public Secured 48.2959


1NE733E07KD0 Private Secured 357.5000

INE733E07KG3 Private Secured 700.0000

INE733E07Kl9 Private Secured 3925.0000

INE733E07JG5 Public Secured 312.0276

INE733E07JJ9 Public Secured 399.9681

INE733E07JM3 Private Secured 320.0000

INE733E07JT8 Public Secured 182.5757

INE733E07JW2 Public Secured 165.7398

INE733E08 I 7 l Private Unsecured 2500.0000

INE733E08 l 89 Private Un�ecured 3996.0000

INE733E08 l 97 Private Unsecured 3000.0000


Annexure-11 Outstsindinj?

S.No. ISIN Facility Tyre of (•harge amount as Cover Assets

on 31-12- Required Required

2021

I INE733E07CB I Non-convenible Debt Securities Pari-passu 70.00 1.00 70.00 2 INE733E08130 Non-con�·cniblc Debt Securities Pari-pa,su 50.00 1.25 62.50 3 INE733 E07CB I Non-convenfblc Debt Securities Pari-passu 70.00 1.00 70.00 4 INE733E07HH7 Non-eonvenible Debt Securities Pari-passu 5.00 1.00 5.00 5 INE733E07EV5 Non-comenible Debt Securities Pari-passu 5.00 1.00 5.00 6 INE733E07CM8 Non-comertihlc Dehl Securities l'ari-pa��u 7.00 1.00 7.00 7 INE733E071A8 Non-wme•tihlc l)d11 Securitics l'ari-pa��u 5.00 1.00 5.00 8 INE733E07FK5 Non-c1111\'el'I ihlc Dcht Sccuritics Pari-pa�,u 7.00 1.00 7.00 9 I E73::.E07DC7 Non-coll\ ert ihk I khl Sccuri1ics Pari-pas�u 10.00 1.00 10.00 10 INE733E071Q6 ,Non-crnl\,mihlc Dcht Securitics l'ari-passu 5.00 1.00 5.00 1 1 INE733E07FZ3 Non-conveniblc Dehl Securitics Pari-pas�u 5.00 1.00 5.00 12 INE733E07DR5 Non-comertiblc Dehl Securities l'ari-pas�u 8.00 1.00 8.00 IJ INF.733E07JB6 Non-convcrtiblc Debt Securitics Pari-passu 390.00 1.00 390.00 14 INE733E07EG6 Non-con"cniblc Dehl Securities l'ari-passu 5.00 1.00 5.00 15 INE733E07G05 Non-convcniblc Debt Securities Pari-passu 5.00 1.00 5.00 16 INE733E07GY4 Non-convertible Debt Securities Pari-pa')su 100.00 1.00 100.00 17 INE733E07Hl5 Nun-convcrl ible Dcbt Securitics l'ari-pm,su 5.00 .00 5.00 18 INE733E07JC4 Non-convertible Debt Securities Pari-passu 300.00 .00 300.00 19 INE733E07EW3 Non-conveniblc Debt Securities Pari-passu 5.00 .00 5.00 20 INE733E07CN6 Non-con\'crtiblc Debt Securities l'ari-pas�u 7.00 .00 7.00 21 INE733E07JD2 Non-convertibk Debt Securitics Pari-pa��u 200.00 .00 200.00 22 INE733E07HS4 Non-convenible Debt Securitics Pari-passu 100.00 .00 100.00 23 INE733E071C6 Non-convertiblc Debt Securitics Pari-pa��u 5.00 .00 5.00 24 INE73:>E07Fl.3 Non-comcrtiblc Dchl Securitics Pari-pas,11 7.00 .00 7.00 25 INE733E07DD5 Non-Wn\'erliblc Dchl Securitics l'ari-pas�u 10.00 .00 10.00 26 I E733E071R4 Non-con\'Crtihlc Dcht Sccuritics Pari-p:b,u 5.00 .00 5.00 27 IN ED3 E07GA·I Non-com ertihlc Dehl S.:curitics Pari-pa�su 5.00 .00 5,00 28 INE7 33E07DS3 Non-com crtihlc Dehl Sccuritics Pari-pa,�u 8.00 .00 8.00 29 INE733E07EH4 Non-con\'Crtihlc Dcbl Securitics l'ari-pa.,,u 5.00 .00 5.00 30 INE733E07GP2 Non-convcrtiblc Dehl Securitics Pari-passu 5.00 .00 5.00 3 1 INE733E07GZ I Non-convertible Debt Securities Pari-pa:-su 100.00 .00 100.00 32 INE733E07HJ3 Non-convertible Debt Securities Pari-passu 5.00 .00 5.00 33 INE733E07EX I Non-convertible Debt Securitics Pari-pa�su 5.00 .00 5.00 34 INE733E07C04 Non-con\'ertihle Debt Securities l'ari-pas,u 7.00 .00 7.00 JS INE733F.07HT2 Non-convcrtiblc Debt Sccuri1 ies l'ari-pas,u 100.00 .00 100.00

36 INE733E071D-I Non-cun\'crtiblc Debt Securities l'ari-pas,u 5.00 .00 5.00 37 INE733E07FM I Non-convertible Debt Securities Pari-pa!>Sll 7.00 .00 7.00 38 1NE733E07DE3 Non-convertible Debt Securities Pari-passu 10.00 .00 10.00 39 INE733E071S2 Non-convertihlc Debt Securities Pari-passu 5.00 .00 5.00 40 INE733E07GB2 Non-convertible Debt Securities Pari-pussu 5.00 .00 5.00 41 INE733E07DT I INon-con\'Crtihlc Ocht Sccuriiics l'ari-pa�MI 8.00 .00 8.00 42 INE733F.07.109 I Non-com crtihlc De.ht Sccuritics l'ari-pa�,11 1.000.00 .00 1.000.00 -13 INE733E07El2 I No11-l:0111 crt ihk I kbt Sccuritics J >ari-ra�,11 5.00 .00 5.00 44 INE733E07GQO I Non-com cnihlc Dcbt Securities J>ari-p,L,su 5.00 .00 5.00 45 I E733E0711A2 INon-comertiblc Debt S!".curities Pari-passu 100.00 .00 100.00 46 INE733E0711K I INon-comertihlc Deht Securities Pari-pas�u 5.00 .00 5.00 47 INE733E07EY9 Non-convcrtiblt: Debt Securitics Pari-p��u 5.00 .00 5.00 48 INE733E07CP I Non-convert iblc Debt Securitics Pari-passu 7.00 .00 7.00 49 INE733E07HUO Non-convertible Debt Securities Pari-passu '00.00 .00 100.00 50 INE73::.E071E2 Non-convertible Dcbl Securiti1.-s Pari-passu 5.00 1.00 5.00 51 INE733E07FN9 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00

iNM� INE733E07DFO Non-convertiblc Dcbt Securitics Pari-passu 10.00 1.00 10.00

�<?, I E733E071TO Non-convertihlc Debt Securities Pari-passu 5.00 1.00 5.00

I � )':J� � '<KDA�

"f-

54 INE733E07GCO Non-com ertibh: Dehl Securities l'ari-pa��u 5.00 1.00 5.00 55 INE733E07DU9 Non-convertible Debt Securities Pari-pa�su 8.00 1.00 8.00 56 INE733E07EJO Non-com·crtible Dehl Securities Pari-passu 5.00 1.00 5.00 57 INE733E07GR8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 58 INE733E07HBO Non-convertible Debt Securities Pari-passu 100.00 1.00 100.00 59 INE733E0711L9 Non-convertible Debt Securities Pari-pas�u 5.00 1.00 5.00 60 INE733E07EZ6 Non-convertible Dehl Securitic:s Pari-passu 5.00 1.00 5.00 6 1 INE733E07CQ9 Non-convertible Debt St:eurities Pari-pas�u 7.00 1.00 7.00 62 INE733E07HV8 Non-conv..:rtible Dehl Securities Pari-passu 100.00 1.00 100.00 63 INE733E071F9 Non-convertible Dehl Securities Pari·pit!>!>U 5.00 1.00 5.00 64 INE733E07F07 Non-wnvcrtible Debt St:curities Pari-passu 7.00 1.00 7.00 65 INE733E07DG8 Non-conv..:rtihle Deht S,::curities Pari-pas�u 10.00 1.00 10.00 66 INE733E071lJR Non-convertible Dehl Securiti..:s Pari-p,L,,u 5.00 1.00 5.00 Q7 INEHiE07GDR Non-com ertihh: D..:hl S..:curit i..:s Pari-pa��11 5.00 1.00 5.00 68 INE7DE07L)V7 Non-con, .:rtihk Dehl S.:curitics l'ari-pa��u 8.00 1.00 8.00 69 IN�733E07EKR Non-comwtibll! D.:ht Securities Pari-passu 5.00 1.00 5.00 70 INE733E07GS6 Non-com .:rtihh: D.:ht Securities Pari-pa:.�u 5.00 1.00 5.00 71 INE73JE07HC8 Non-rnn\'..:rtibl..: Dcbt Securities Pari-pa��u 100.00 1.00 100.00 72 INE733E071 IM7 Non-comertiblc Dehl Securities Pari-pas�11 5.00 1.00 5.00 73 INE733E07FA6 Non-convertible D.:ht S.:curities Pari-passu 5.00 1.00 5.00 74 INE733E07CR7 Non-com .:rtibh: Deht S,::curiti..:s Pari-pass11 7.00 1.00 7.00 75 INE733E07HW6 Non-convertibk Dehl Securities Pari-pa��u 100.00 1.00 100.00 76 INE733E071G7 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 77 INE733E07FP4 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 78 INE733E07DI 16 Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 79 INE733E071V6 Non-con, crtiblc (),::ht Securities Pari-passu 5.00 1.00 5.00 80 INE733E07GE6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 8 1 INE733E07DW5 Non-convertible Dehl Securities Pari-passu 8.00 1.00 8.00 82 IN E733 E07EI .6 Non-com ertihlc Dehl Securities Pari-pa!>�ll 5.00 1.00 5.00 83 INE733E07G 1'4 Non-comcrtibk Debt Securities J>ari-pa�,u 5.00 1.00 5.00 84 INE733E07HN5 I Non-con, ertihlc Dehl Securities l'ari-pa:.M1 5.00 1.00 5.00 85 INE733E07FB4 Non-co11wrtihlc Debt S.:curilies Pari-pas�u 5.00 1.00 5.00 86 INE733E07CS5 INon-comertihle Dehl S,::curities Pari-pa:.:.u 7.00 1.00 7.00 87 INE733E071115 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 88 INE733E07FQ2 I NrnHm1, ertibh: Dehl Securities Pari-pas:,u 7.00 1.00 7.00 89 INE733E07Dl<l INon-c(m,ertihle l)ebt Securities Pari-pas�u 10.00 1.00 10.00 90 INE733E071W<l Non-convertible Dc:ht Sl!curities Pari-pass11 5.00 1.00 5.00 91 INE733E07GF3 IN on-con, ertiblc Debt Securities Pari-pa:.�u 5.00 1.00 5.00 92 INE733E07DX3 Non-convertible Debt Sccuriti..:s Pari-passu 8.00 1.00 8.00 93 lNE733E07EM4 Non-com ertiblc Debt Securities Pari-pa:.su 5.00 1.00 5.00 94 INE733E07GU2 Non-convertible Dehl Securities Pari-passu 5.00 1.00 5.00 95 INE733E07H03 Non-convertible Debt Securities Pari-pa:,s11 5.00 1.00 5.00 96 INE733E07FC2 Non-convertible Dehl Securities Pari-passu 5.00 1.00 5.00 97 INE733E07CT3 Non-com ertihlc Debt Securities Pari-passu 7.00 1.00 7.00 98 INE733E07113 Non-cnnvcrtihlc Debt Securities Pari-pa�su 5.00 1.00 5.00 99 INE733E07FRO Non-convertible Debt Securities Pari-rassu 7.00 .00 7.00 100 INE733E07DJ2 ,Non-com ertihlc Debt Securities Pari-pa:.,u 10.00 .00 10.00 10 1 INE733F.071X2 Non-com en ihlc Dcht Securiti..:s Pari-passu 5.00 .00 5.00 102 INE733F.07GG I 'Non-com ertihk lkht Securities Pari-pa��u 5.00 .00 5.00 103 INE733E07DY I Non-com crl ihk Ucht S..:rnritics Pari-pa�,u 8.00 .00 8.00

104 INE733E07E 1 Non-come11ihk D.:ht Sccuriti..:s Pari-pa,,u 5.00 .00 5.00 105 IN E733 E07GVO Non-com ertihk Oeht Securities Pari-pa.,:.11 5.00 .00 5.00 106 INE733E0711PO Non-convertible Debt Securities Pari-passu 5.00 .00 5.00 107 INE733E07fDO Non-com crtihlc Debt Securities Pari-pas�u 5.00 .00 5.00 108 INE733E07CU I Non-conv,::rtihlc Debt Sccuritics Pari-pa:;su 7.00 .00 7.00

�N _;l:.Q� INE733E071J I Non-convertible Debt Securities Pari-passu 5.00 .00 5.00 - �� O'\ 1NE733E07FS8 Non-convertible Debt Securities Pari-passu 7.00 .00 7.00

1 1' fc: INE733E07DKO Non-conv.:rtible D.:ht Sccuriti.:s Pari-ras:,u 10.00 .00 10.00

)• �

'

112 INE733E071YO Non-conn:rtihlc Debt Securities Pari-passu 5.00 1.00 5.00 113 INE733E07GI 19 Non-conn:rtihle Dehl Securities Pari-passu 5.00 1.00 5.00 114 INE733E07D Z8 Non-comcniblc Dehl Securities Pari-passu 8.00 1.00 8.00 115 INE733E07EOO Non-comcrtible Debt Securities Pari-passu 5.00 1.00 5.00 116 INE733E07GW8 Non-convcnible Debt Securities Pari-passu 5.00 1.00 5.00 117 INE733E07HQ8 Non-convenible Debt Securities Pari-passu 5.00 1.00 5.00 118 INE733E07FE8 Non-convenible Debt Securities Pari-passu 5.00 1.00 5.00 119 INE733E071K9 Non-convertible Debt Securities Pari-p,L�su 5.00 1.00 5.00 120 INE733E07FT6 Non-convcrtihlc Debt Securities Pari-passu 7.00 1.00 7.00 121 INE733E071Z7 INon-convcnible Debt Securitics Pari-passu 5.00 1.00 5.00 122 INE733E07Gl7 Non-con"crtible Ocbt Sccuritics l'ari-passu 5.00 1.00 5.00 123 INE733E07GX6 Non-convcniblc Debt Securities Pari-passu 5.00 1.00 5.00 124 INE733E07HR6 Non-convcnible Debt Securities Pari-passu 5.00 1.00 5.00 125 INE733E071L7 Non-com cniblc Debt Securities Pari-pa�su 5.00 1.00 5.00 126 INE733E07JA8 Non-clinvcrtiblc Debt Securities Pari-pas�u 5.00 1.00 5.00 127 INE733E07KK 5 Non-convcniblc Debt Securities Pari-pas,-u 3.056.50 1.00 3.056.50 128 INED:,E07.IP6 INun-comcniblc Dcht Seeuritic� l'ari-pa��u 2.061.37 1.00 2.061.37 129 I E733E07JEO I Non-com ..:rtible Dchl Securitic� l'ari-ra��u -188.03 1.00 488.03 130 INE73JE07JI 13 Non-con\'ertihk Debt Securities Pari-p,hsu 208.64 1.00 208.64 131 INE733E07JK7 Non-comcrtiblc Dcbt Sccurities l'ari-passu 75.00 1.00 75.00 132 INE733E07J NI INon-comcniblc Debt Securities Pari-passu 750.00 1.00 750.00 133 INE733E07JP6 Non-convertible Dt:bl St:curitics Pari-passu 4,122.73 1.00 4,122.73 134 INE733E07JP6 Non-c.:onveniblc Dehl Securities Pari-passu 4,122.73 1.00 4,122.73 135 INE733E07JQ4 Non-conveniblc Debt Securities Pari-pnssu J00.00 1.00 300.00 136 INE733E07JR2 INon-comenible Debt Securitics Pari-passu I 08.38 1.00 108.38 137 INE733E07JU6 Non-cOn\'crtiblc Debt Securities Pari-pm,su 65.96 1.00 65.96 138 INE733E07.IXO Non-convertible Debt Securities Pari-passu 500.00 1.00 500.00 139 INE733E07KA6 Non-con"cniblc Debt Securities Pari-passu 1.000.00 1.00 1,000.00 140 INE733E07KC2 Non-com eniblc D..:bt Securities Pari-pa�su 357.50 1.00 357.50 141 INE733E07KE8 Non-convertible Debt Securities Pari-passu 800.00 1.00 800.00 142 INE733E07KFS Non-conveniblc Debi Securities Pari-passu 670.00 1.00 670.00 143 INE733E07JF7 Non-conn:nible Debt Securities Pari-pa,�u 249.95 1.00 249.95 144 1Nf:733E07JI I Non-conn:rtiblc Debi Sl'curitic, l'ari-pa,su 91.39 1.00 91.39 145 INE733E07K.17 Non-comer1ibl..: Dchl Sccurities l 'ari-pa,,u -1.000.00 1.00 4.000.00 146 INE733E07Jl.5 Non-com crtiblc Dehl SL-curitics l 'ari-passu 105.00 1.00 105.00 147 INE733E07KU Non-c1m, l'rtiblc Debi Sccuritics Pari-pas,u 4,300.00 1.00 4,300.00 148 INE733E07.ISO Non-com..:rtibk lkhl S..:curitics Pari-pa,,u 129.05 1.00 129.05 149 INE733E07.IV4 Non-convertible Debi Securities Pari-passu 48.30 1.00 48.30 150 INE733E07KOO Non-corl\'enible Dehl Securities Pari-passu 357.50 1.00 357.50 151 I NE733E07KG3 Non-con"crtible Debt Securities Pari-pa,su 700.00 1.00 700.00 152 INE733E07Kl9 Non-convertible Debt Securities Pari-passu 3,'.025.00 1.00 3,925.00 153 INE733E07JG5 Non-oonvcnihlc Debt Securities Pari-passu 312.03 1.00 312.03 154 INE733E07JJ 9 Non-convertible Debt Securities Pari-passu 399.97 1.00 399.97 155 INE733E07JM3 Non-con\'crtiblc Debi Securities Pari-passu 320.00 1.00 320.00 156 INE733E07JT8 Non-con"crtiblc Debt Securilics Pari-passu 182.58 1.00 182.58 157 INE733E07JW2 Non-com ..:rtiblc Debt Securities Pnri-passu 165.74 1.00 165.74

(v.iiiiiil �

Ref. No.:01/ FA/ISD/Compliance/21-22/Q2

Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza Sandra Kurla Complex, Bandra(E) Mumbai-400 051

l!rtc!Mdl f[;,fJ,es (imo mcffl <ffT ;mi,)



Dated: 28/10/2021

General Manager Department of Corporate Services BSE Limited Floor 25, ,Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 00 I

Sub: • Submission of Unaudited Financial Results for the quarter and half-year ended

Septem her 30, 2021

Dear Sir,

We are enclosing the Unaudited Financial Results (Standalone & Consolidated) for the quarter and half-year ended September 30, 2021, in the prescribed format as required under Regulation 33(3) of the SEBI (LODR) Regulations, 2015. The results have been reviewed by the Audit Committee of the Board of Directors and approved by the Board of Directors in their respective meetings held on October 28, 2021.

Further, as required under Regulation 33(2)(c) of the SEBI (LODR) Regulations, 2015, also enclosed is a copy of the "Limited Review Report" by the Statutory Auditors on the unaudited financial results (Standalone & Consolidated) of the Company for the quarter and half-year ended September 30, 2021. The "Limited Review Report'' has been placed before the Board of Directors in their meeting held on October 28, 2021.

The infonnation as required under Regulation 52(4) of the SEBI (LODR) Regulations, 2015 is also covered in the Unaudited Financial Results (Standalone & Consolidated) submitted herewith.

Statutory Auditor's certificate with respect to listed debt securities of the Company as on September 30, 2021 in terms of Regulation 54 read with regulation 56 ( l ) (d) of the SEBI (LODR) Regulations, 2015 is also submitted herewith.

The Board Meeting commenced at � � 3-o P. Mmd concluded at S: IS-- P· Y\ ·

The submitted information shall also be hosted on the NTPC's website.

Thanking you.

Yours faithfully,

�;v� (Nandini Sarkar) Company Secretary & Compliance officer

Encl.: As Above

� � : 11-1e'l<fif11 �. � <1>11<1c?lcffi. 7, ��c�1�('1C'1 �. � m � �-110003 � � �: L40101DL1975GOI007966, � of.: 011-24387333, � of.: 011-24361018, �: [email protected], �: www.ntpc.co.1n

Registered Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodi Road, New Delhi-110003. Corporate Identification Number: L40101DL 1975GOI007966, Telephone No.: 011-24387333, Fax No.: 011-24361018, E-mail: [email protected]


SI. No.

1 1

2

3

4 5

6

7 8

9 10

11

12

13

NTPC LIMITED


CIN-L40101 DL 1975G01007966, website: www.ntpc.co.in

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED

30 SEPTEMBER 2021

Particulars Quarter Quarter Quarter Six months Six months ended ended ended ended ended

30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

2 3 4 5 6 7 Income (a) Revenue from operations 28329.01 26038.51 24677.14 54367.52 48130.60 (b) Other income 943.99 763.74 1346.19 1707.73 1913.73 Total income (a+b) 29273.00 26802.25 26023.33 56075.25 50044.33 Expenses(a) Fuel cost 16644.37 14042.49 13038.53 30686.86 24546.71 (b) Electricity purchased for trading 851.18 877.33 689.90 1728.51 1550.64 (c) Employee benefits expense 1334.34 1257.78 1346.46 2592.12 2634.23 (d) Finance costs 1716.34 1988.55 1772.81 3704.89 3855.33 (e) Depreciation and amortisation expense 2721.50 2675.36 2529.42 5396.86 5059.16 (f) Other expenses 2274.77 2421.98 2418.85 4696.75 4470.54 Total expenses (a+b+c+d+e+f) 25542.50 23263.49 21795.97 48805.99 42116.61 Profit before exceptional items, tax and regulatory deferral 3730.50 3538.76 4227.36 7269.26 7927.72 account balances (1-2)

Exceptional items-(income) I expense (Refer Note 9) - - 560.43 - 1363.00 Profit before tax and regulatory deferral account balances 3730.50 3538.76 3666.93 7269.26 6564.72

(3-4) Tax expense:(a) Current tax (Refer Note 10) 665.34 635.01 678.03 1300.35 1200.75 (b) Deferred tax 295.19 545.50 (169.02) 840.69 538.43 Total tax expense (a+b) 960.53 1180.51 509.01 2141.04 1739.18 Profit before regulatory deferral account balances (5-6) 2769.97 2358.25 3157.92 5128.22 4825.54 Net movement in regulatory deferral account balances (net of 441.94 787.38 346.88 1.229.32 1149.42 tax)

Profit for the period (7+8) 3211.91 3145.63 3504.80 6357.54 5974.96 Other comprehensive income

Items that will not be reclassified to profit or loss (a) Net acturial gains/(losses) on defined benefit plans (21.65) (28.83) (59.16) (50.48) (118.36) (b) Net gains/(losses) on fair value of equity instruments 14.82 30.90 (1.14) 45.72 10.56

Income tax on items that will not be reclassified to profit or loss

(a) Net acturial gains/(losses) on defined benefit plans 3.78 5.04 10.34 8.82 20.68

Other comprehensive income for the period (net of tax) (3.05) 7.11 (49.96) 4.06 (87.12) Total comprehensive income for the period (9+10) 3208.86 3152.74 3454.84 6361.60 5887.84

Earnings per share (of t 10/- each) (not annualised) 3.31 3.24 3.54 6.56 6.04 (including net movement in regulatory deferral account balances): Basic and Diluted (int)

Earnings per share (of ? 10/- each) - (not annualised) 2.86 2.43 3.19 5.29 4.88 (excluding net movement in regulatory deferral account balances): Basic and Dilut.ed (int)

t Crore

Year

ended

31.03.2021

(Audited)

8

99206.72 4345.99

103552.71

52849 64 3031.25 4942.19 7459.03

10411.80 9580.28

88274.19 15278.52

1363.00 13915.52

723.23 1202.16

1925.39 11990.13

1779.39

13769.52

(139.33) 46.80

24.34

(68.19) 13701.33

13.99

12.18

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30 SEPTEMBER 2021

SI. Particulars Quarter Quarter Quarter Six months Six months

No. ended ended ended ended ended

30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

1 2 3 4 5 6 7 14 Paid-up equity share capital 9696.67 9696.67 9894.56 9696.67 9894.56

(Face value of share � 10/- each)

15 Paid-up debt capital5 170099.93 174140.86 174694.92 170099.93 174694.92

16 Other equity excluding revaluation reserve as per balance 112556.24 112431.05 106917.17 112556.24 106917.17 sheet

17 Net worth* 121567.54 121427.95 116286.77 121567.54 116286.77

18 Debenture redemption reserve 6041.68 6050.68 6953.93 6041.68 6953.93

19 Capital redemption reserve 197.89 197.89 . 197.89 .

20 Debt equity ratio (Paid-up debt capital/ Shareholder's Equity) 1.39 1.43 1.50 1.39 1.50

21 Debt service coverage ratio [(Profit for the period+lnterest+ 1.05 2.45 2.85 1.48 2.75 Depreciation+Exceptional items ) I (Interest net of transfer to expenditure during construction + lease payments+Scheduled principal repayments of long term borrowings)]

22 Interest service coverage ratio [(Profit for the period + Interest+ 4.46 3.93 4.72 4.17 4.22 Depreciation+Exceptional items )/ Interest net of transfer to expenditure during construction) ]

23 Current ratio (Current assets / Current liabilities) 0.90 0.82 0.91 0.90 0.91

24 Long term debt to working capital ratio (Long term borrowings 43.23 43.81 27.39 43.23 27.39 including current maturity of long term borrowings/ (working capital excluding current maturities of long term borrowings])

25 Bad debts to account receivable ratio (Bad debts/ Average . . . . .

Trade receivables)

26 Current liability ratio (Current liabilities/ Total liabilities) 0.25 0.27 0.31 0.25 0.31

27 Total debts to total assets ratio (Paid up debt capital/ Total 0.49 0 50 0.51 0.49 0.51 assets)

28 Debtors turnover ratio (Revenue from operations/ Average 6.90 6.39 3.71 7.87 4.54 trade receivables) - Annualised

29 Inventory turnover ratio (Revenue from operations I Average 14.01 11.34 9.74 13.45 9.62 inventory) • Annualised

30 Operating margin (%) (Earnings before interest.tax and 19.38 23.62 25.93 21.41 25.73 exceptional items/ Revenue from operations)

31 Net profit margin(%) (Profit for the period/ Revenue from 11.34 12.08 14.20 11.69 12.41 operations)

s Comprises long term debts and short term debts • Excluding Fly ash utilization reserve and reserve for equity instruments through Other comprehensive income •• Working Capital is negativeSee accompanying notes to the standalone financial results.

� Crore Year

ended

31.03.2021

(Audited)

8 9696.67

173616.19

109288.82

118306.11

6240.43

197.89

1.46

2.36

4.42

0.81

..

.

0.26

0.51

6.77

9.97

23.64

13.88

STANDALONE STATEMENT OF ASSETS AND LIABILITIES t Crore

SI. Particulars As at As at

no. 30.09.2021 31.03.2021

(Unaudited) (Audited)

A ASSETS 1 Non-current assets

(a) Property, plant and equipment 167994.12 163892.12

(b) Capital work-in-progress 75204.62 75343.60

(c) Intangible assets 536.61 556.74

(d) Intangible assets under development 96.91 94.90

(e) Financial assets

(i) Investments in subsidiaries and joint venture companies 28812.31 28028.57

(ii) Other investments 142.80 97.08

(iii) Loans 1390.44 1498.12

(iv) Other financial assets 1053.77 1188.84

(f) Other non-current assets 11731.40 13790.02

Sub-total - Non-current assets 286962.98 284489.99

2 Current assets (a) Inventories 6990.33 9178.94

(b) Financial assets

(i) Investments - 499.99

(ii) Trade receivables 13926.16 13701.72

(iii) Cash and cash equivalents 10.92 90.05

(iv) Bank balances other than cash and cash equivalents 7858.44 2248.41

(v) Loans 474.20 416.82

(vi) Other financial assets 12592.19 12921.88

(c) Other current assets 8107.65 8527.87

Sub-total - Current assets 49959.89 47585.68

3 Regulatory deferral account debit balances 12560.87 11143.72

TOT AL - ASSETS 349483.74 343219.39

B EQUITY AND LIABILITIES 1 Equity

(a) Equity share capital 9696.67 9696.67

(b) Other equity 112556.24 109288.82

Sub-total - Total equity 122252.91 118985.49

2 Liabilities

(i) Non-current liabilities

(a) Financial liabilities(i) Borrowings 155842.76 150509.00

(ii) Lease liabilities 735.95 720.62

(iii) Trade payables- Total outstanding dues or micro and small enterprises 14.92 13.78

- Total outstanding dues of creditors other than micro 70.20 66.23

and small enterprises(iv) Other financial liabilities 875.72 1390.67

(b) Provisions 834.42 826.25

(c) Deferred tax liabilities (net) 9929.26 9160.99

(d) Other non-current liabilities 1098.37 1111.81

Sub-total - Non-current liabilities 169401.60 163799.35

(ii) Current liabilities(a) Financial liabilities

(i) Borrowings 14257.17 23107.19

(ii) Lease liabilities 157.36 151.80

(iii) Trade payables- Total outstanding dues of micro and small enterprises 368.92 378.31

- Total outstanding dues of creditors other than micro 8396.35 6804.16

and small enterprises(iv) Other financial liabilities 24268.8� 19652.49

(b) Other current liabilities 956.68 1070.14

(c) Provisions 7411.90 7276.05

Sub-total - Current liabilities 55817.19 58440.14

3 Deferred revenue 2012.04 1994.41

TOTAL - EQUITY AND LIABILITIES 349483.74 343219.39

STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND SIX MONTHS ENDED 30 SEPTEMBER 2021

i Crore

SI. Particulars Quarter Quarter Quarter Six months Six months Year No. ended ended ended ended ended ended

30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020 31.03.2021

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) 1 2 3 4 5 6 7 8

1 Segment revenue - Generation 27683.72 25503.87 24650.73 53187.59 47609.56 98460.86 - Others 1486.95 1454.63 932.02 2941.58 2317.27 4972.45 - Unallocated 650.77 347.74 590.48 998.51 608.02 1543.90 - Less: Inter segment elimination 548.44 503.99 149.90 1052.43 490.52 1424.50

Total 29273.00 26802.25 26023.33 56075.25 50044.33 103552.71

2 Segmenfresults Profit before interest, exceptional items and tax (including

regulatory deferral account balances)

-Generation 5269.11 60902 5788.26 11360.43 12681.47 23799.44

-Others 137.67 74.98 52.38 212.65 131.28 (34.34) Total 5406.78 6166.30 5840.64 11573.08 12812.75 23765.10

Less: (ii Finance costs 1716.34 1988.55 1772.81 3704.89 3855.33 7459.03 (ii) Other unallocated expenditure net of unallocable income (575.56) (315.08) (579.84) (890.64) (363.06) (1128.56) (iii) Exceptional items . . 560.43 . 1363.00 1363.00

Profit before tax (including regulatory deferral account 4266.00 4492.83 4087.24 8758.83 7957.48 16071.63

balances) Tax expense (including tax on movement in regulatory deferral 1054.09 1347.20 582.44 2401.29 1982.52 2302.11 account balances) Profit after tax 3211.91 3145.63 3504.80 6357.54 5974.96 13769.52

3 Segment assets - Generation 296885.78 301331.38 298335.06 296885.78 298335.06 296267.42 -Others 10629.74 10874.65 11282.91 10629.74 11282.91 10653.55 - Unallocated 41968.22 36840.98 36037.50 41968.22 36037.50 36298.42 Total 349483.74 349047.01 345655.47 349483.74 345655.47 343219.39

4 Segment liabilities - Generation 35637.99 34678.92 34653.03 35637.99 34653.03 33716.13 -Others 4294.13 4558.84 4290.39 4294.13 4290.39 4640.18 - Unallocated 187298.71 187681.53 189900.32 187298.71 189900.32 185877.59 Total 227230.83 226919.29 228843.74 227230.83 228843.74 224233.90

-

The operations of the Company are mainly carried out within the country and therefore, there is no reportable geographical segment.

�

IRififlRJI .NTPC

STANDALONE STATEMENT OF CASH FLOWS

t Crore

Particulars Six months Six months Year

ended ended ended

30.09.2021 30.09.2020 31.03.2021

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before exceptional items, tax and reAulatorv deferral account balances 7269.26 7927.72 15278.52

Add: Net movements in regulatory deferral account balances (net of tax) 1229.32 1149.42 1779.39

Add: Tax on net movements in regulatory deferral account balances 260.25 243.34 376.72

Profit before tax including movements in regulatory deferral account balances 8758.83 9320.48 17434.63

Adjustment for:

Depreciation and amortisation expense 5396.86 5059.16 10411.80

Provisions 182.82 237.25 914.65

Special rebate to beneficiaries - exceptional items (1.363.00) (1363.00) On account of government grants (13.45) (14.25) 568.49 Deferred foreign currency fluctuation asset 452.64 269.06 514.87

Deferred income from foreign currency fluctuation 136.53 (214.24) (416.71)

Regulatory deferral account debit balances (1489.57) (1392.76) (2156.11)

Fly ash utilisation reserve fund (39.73) (23.50) 9.60 Exchange differences on translation of foreign currency cash and cash equivalents (0.01)

Finance costs 3673.66 3835.28 7402.24

Unwinding of discount on vendor liabilities 31.23 20.05 56.79 Interest income/Late payment Surcharge/Income on investments (508.28) (1156 04) (2412.94)

Dividend income (743.33) (563.33) (1283.19)

Provisions written back (127.20) (13.52) (132.04) Loss on disposal of non-current investments 139.75 Profit on de-recognition of property. plant and equipment (3.65) (1.62) (3.34) Loss on de-recognition of property, plant and equipment 61.87 44.21 133.47

7010.40 4722.74 12384.33

Operating profit before working capital changes 15769.23 14043.22 29818.96

Adjustment for:

Trade receivables (274.64) (11256.02) 964.98

Inventories 2587.38 1805.83 2213.39 Trade payables, provisions. other financial liabilities and other liabilities 1476.14 1934.47 (900.12)

Loans. other financial assets and other assets 1007.67 696.16 2303.35 4796.55 · (8211.88) (25.10)

Cash generated from operations 20565.78 5831.34 29793.86

Income taxes (paid) I refunded 70.49 1218.48 2736.08 Net cash from/(used in) operating activities - A 20495.29 4612.86 27057.78

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment & intangible assets (7910.88) (6389.42) (18307.09)

Disposal of property. plant and equipment & intangible assets 12.25 2.77 26.18

Investment in mutual funds 499.99 (499.99)

Investment in subsidiaries and joint venture companies (701.62) (1645.16)

Loans and advances to subsidiaries (15.66) (866.19)

Interest income/Late payment Surcharge/Income on investments received 562.63 3366.11 Dividend received 743.33 1283.19 Income 1ax paid on income from investing activities (212.81) (634 33)

Bank balances other than cash and cash equivalents 5614.18 64.35 Net cash from/(used in) investing activities - B (12636.95) (17341.63)

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from non-current borrowings 11304.08 11749.26 30431.12

Repayment of non-current borrowings (6749.67) (5485.23) (20364.45)

Proceeds from current borrowings {8288.83) 2822.11 (1189.62)

Payment of lease obligations {7.83) (7.99) (42.57)

Interest paid (4195.22) (4564.37) (10186.07)

Buy back of Equity Share Capital (2763 82)

Dividend paid 5531.06

Net cash from/(used in) financing activities - C (7937.47) 4513.78 (9646.47)

D. Exchange differences on translation of foreign currency cash and cash equivalents 0.01

Net increase/(decrease) in cash and cash equivalents {A+B+C+D) (79.13) 69.68

Cash and cash equivalents at the beginning of the period 90.05 20.37

Cash and cash equivalents at the end of the period 10.92 90.05

Notes to Standalone Financial Results:

The above standalone financial results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 28 October 2021 and approved by the Board of Directors in their meeting held on the same date.

2 The Joint Statutory Auditors of the Company have carried out the limited review of these standalone financial results as required under Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. as amended.

3 a) (i)The CERC notified the Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2019 vide Order dated 7 March 2019 (Regulations, 2019) for determination of tariff for the tariff period 2019-2024. Pending issue of provisional/final tariff orders with effect from 1 April 2019, capacity charges are billed to beneficiaries in accordance with the tariff approved and applicable as on 31 March 2019, as provided in Regulations, 2019. In case of new projects, which got commercialised from 1 April 2019 and projects where tariff approved and applicable as on 31 March 2019 is pending from CERC, billing is done based on capacity charges as filed with CERC in tariff petition. Energy charges are billed as per the operational norms specified in the Regulations 2019. The amount provisionally billed for the quarter and six months ended 30 September 2021 is� 26,927.54 crore and f 51,575.29 crore respectively (previous quarter and six months t 23,072.92 crore and t 44,472.20 crore).

(ii) Sales for the quarter and six months ended 30 September 2021 have been provisionally recognized at < 26,940.82 crore and < 51,450.80 crore respectively (previous quarter and six months� 23,353.33 crore and� 44,722.81 crore) on the said basis.

b) Sales for the quarter and six months ended 30 September 2021 include(-) t 161.83 crore and (-) � 114.70 crore respectively (previous quarter and six months � 41.49 crore and � 581.73 crore) pertaining to earlier years on account of revision of energy charges due to grade slippages and other adjustments.

c) Sales for the quarter and six months ended 30 September 2021 also include � 21.94 crore and � 43.88 crore respectively (previous quarter and six months t 21.85 crore and � 42.24 crore) on account of deferred fax materialized which is recoverable from beneficiaries as per Regulations, 2019.

d) Revenue from operations for the quarter and six months ended 30 September 2021 include< 877.72 crore and t 1,781.34 crore respectively (previous quarter and six months� 704. 76 crore and� 1,585.73 crore) on account of sale of energy through trading.

4 The Company is executing a hydro power project in the state of Uttarakhand, where all the clearances were accorded. A case was filed in Hon'ble Supreme Court of India after the natural disaster in Uttarakhand in June 2013 to review whether the various existing and ongoing hydro projects have contributed to environmental degradation. Hon'ble Supreme Court of India on 7 May 2014, ordered that no further construction shall be undertaken in the projects under consideration until further orders, which included the said hydro project of the Company. In the proceedings, Hon'ble Supreme Court is examining to allow few projects which have all clearances which includes the project of the Company where the work has been stopped. Aggregate cost incurred on the project up to 30 September 2021 is �164.13 crore (31 March 2021: t 163.86 crore). Management is confident that the approval for proceeding with the project shall begranted, hence no adjustment is considered necessary in respect of the carrying value of the project.

5 The environmental clearance ("clearance") granted by the Ministry of Environment and Forest, Government of India (MoEF) for one of the Company's project consisting of three units of 800 MW each, was challenged before the National Green Tribunal (NGT). The NGTdisposed off the appeal, inter alia, directing that the order of clearance be remanded to the MoEF to pass an order granting or decliningclearance to the project proponent afresh in accordance with the law and the judgement of the NGT and for referring the matter to theExpert Appraisal Committee ("Committee") for its re-scrutiny, which shall complete the process within six months from the date of NGTorder. NGT also directed that the environmental clearance shall be kept ·in abeyance and the Company shall maintain status quo in relation to the project during the period of· review by the Committee or till fresh order is passed by the MoEF, whichever is earlier. The Company filed an appeal challenging the NGT order before the Hon'ble Supreme Court of India which stayed the order of the NGT andthe matter is sub-judice. All the units of the project have been declared commercial in the earlier years. The carrying cost of the projectas at 30 September 2021 is� 14,968.92 crore (31 March 2021: :!' 15,115.02 crore). Management is confident that the approval for theproject shall be granted. hence no adjustment is considered necessary in respect of the carrying value of the project.

6 The Company is executing a thermal power project consisting of two units of 800 MW each in the State of Telangana. The projectconstruction commenced in the year 2016 after obtaining the requisite approval and Environment Clearance (EC) from MOEF&CC

(Ministry of Environment, Forest and Climate Change). On 27 May 2021, the National Green Tribunal (NGT) has passed an orderinstructing MOEF&CC to keep the EC granted for the project in abeyance for a period of seven months or till the period the re-appraisalis done and additional conditions imposed by the MOEF&CC, whichever is earlier. NGT has further directed the MOEF&CC to conductadditional studies pertaining to Environment Impact Assessment of the project, to be carried out through the Company, for furtherassessment by its Expert Appraisal Committee (E:AC) and get recommendations of the E:AC for imposing additional conditions by theMOEF&CC, if any, on the company for allowing the units to operate. The Company filed an appeal before Hon'ble Supreme Court ofIndia against the directions of NGT. The Hon'ble Supreme Court of India has passed the order on 20 July 2021 and directed that while the .EC is in abeyance, variousconstruction activities at site may be continued till the commissioning of the project and the various studies as directed by NGT are to beconducted simultaneously.

Both·the units of the project are in advanced stage of construction and the carrying cost of the project as at 30 September 2021 is < 9,815.14 crore (31 March 2021: � 9,376 31 crore). Management is confident that the approval for the continuation o

Ke project shall be

'"""'· heoce oo adJ"stmeot ;, ooastdeced oece,sa,y ;, �,peci of the oanytog ,.,,e of the pcojeot.

\)1,-

7 An amount of� 694.97 crore (31 March 2021: � 700.30 crore) has been incurred upto 30 September 2021 in respect of one of the hydro power projects of the Company, the construction of which has been discontinued on the advice of the Ministry of Power (MOP), Government of India (GOI), which includes � 455.05 crore (31 March 2021: � 449.88 crore) in respect of arbitration awards challenged by the Company before the Hon'ble High Court of Delhi. In the event the Hon'ble High Court grants relief to the Company, the amount would be adjusted against provisions made in this regard. Management expects that the total cost incurred, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and interest costs as well as claims of contractors/vendors for various packages for this project will be compensated in full by the GOI. Hence, no provision is considered necessary.

8 The Company had entered into an agreement for movement of coal through inland waterways for one of its stations. As per the agreement, the operator was to design, finance, build, operate and maintain the unloading and material handling infrastructure for 7 years, after which it was to be transferred to the Company at � 1/-. After commencement of the operations. the operator had raised several disputes. invoked arbitration and raised substantial claims on the Company. Based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India. an amount of� 356 31 crore was paid upto 31 March 2019.

Further, the Arbitral Tribunal had awarded a claim of � 1,891.09 crore plus applicable interest in favour of the operator, during the financial year 2018-19. The Company aggrieved by the arbitral award and considering legal opinion obtained, had filed an appeal before the Hon'ble High Court of Delhi (Hon'ble High Court) against the said arbitral award in its entirety.

In the financial year 2019-20, against the appeal of the Company, Hon'ble High Court directed the Company to deposit� 500.00 crore with the Registrar General of the Court. The said amount was deposited with the Hon'ble High Court on 5 November 2019. Hon'ble High Court vide its order dated 8 January 2020 directed the parties to commence formal handing over of the infrastructure in the presence of appointed Local Commissioner and also directed release of � 500.00 crore to the operator by the Registrar General subject to verification of bank guarantee and outcome of the application of the Company for formal handing over of the infrastructure. On 17 January 2020 unconditional BG was submitted by the operator to Registrar General and � 500.00 crore was released to the operator by the Hon'ble High Court. As per order of Hon'ble High Court, formal handing over of the infrastructure started on 20 January 2020 at the project site. However, due to certain local administrative issues initially and further due to Covid-19 pandemic, Local Commissioner's visit had to be deferred. In view of delay in the handover exercise, NTPC had filed an Application in Hon'ble High Court praying to pass further directions to operator in this regard. Hon'ble High Court on 11 November 2020 disposed off the application requesting the Ld. local Commissioner appointed by the Court. to visit the project site expeditiously preferably within 2 weeks and carry out the commission. The handing over exercise has been delayed due to operator's issues with local labours at the site and Covid situation. Date of hearing at Hon'ble High Court of Delhi has been adjourned several times in light of restricted functioning of the Hon'ble High Court in view of Covid-19 situation and the same is expected to take place shortly.

Pending final disposal of the appeal by the Hon'ble High Court, considering the provisions of Ind AS 37 'Provisions. Contingent liabilities and Contingent Assets' and Significant Accounting Policies of the Company, provision has been updated by interest to � 38.17 crore (31 March 2021: � 38.09 crore) and the balance amount of� 2,223.13 crore (31 March 2021: � 2,153.57 crore) has been considered as contingent liability.

9 In line with the directions of MOP issued in accordance with the announcement of GOI under the Atmanirbhar Bharat Special Economic and Comprehensive package, a rebate on the capacity charges during the lockdown period in view of Covid 19 pandemic, was accounted during the previous-year 2020-21 and disclosed as exceptional item.

10 During the quarter and year ended 31 March 2021, excess tax provision of� 1,889.05 crore was reversed consequent to adjustment of tax provision created in accordance with Vivad se Vishwas Scheme (VsVs Scheme) notified through 'The Direct Tax Vivad Se Vishwas Act, 2020'. Correspondingly, sales amounting to � 1,101.47 crore was reversed on account of income tax recoverable from I

(refundable to) the beneficiaries as per Regulations. 2004. 11 During the six months ended 30 September 2021, 15 MW solar PV capacity at Bilhaur w.e.f. 8 April 2021, 10 MW Simhadri floating solar

w.e.f. 30 June 2021, one thermal unit of 660 MW at Tanda w.e.f. 1 July 2021, 15 MW Simhadri floating solar w.e.f.21 August 2021 andone thermal unit of 800 MW at Darlipalli w.e.f. 1 September 2021 have been declared commercial.

12 The shareholders of the Company have approved final dividend of� 3.15 per share (face value of� 10/- each) for the financial year 2020· 21 in the Annual General Meeting held on 28 September 2021, which has since been paid in October 2021.

13 The Company has maintained asset cover of 100% or higher as per the terms of offer document/ Information Memorandum and/or Debenture Trust Deed, including compliance with all the covenants, in respect of the listed non-convertible debt securities Further. security has been created on specified assets of the Company through English/Equitable mortgage as per the· terms of respective Debenture Trust Deeds for all secured non-convertible debt securities issued by the Company.


Place: New Delhi Date: 28 October 2021

For and on behalf of Board of Directors of NT

(\ Limited

(A.�� Director (Finance)

DIN:08293632

NTPC LIMITED


CIN-L40101DL 1975GOl007966, website www.ntpc.co.in

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED

30 SEPTEMBER 2021

SI. No.

Particulars

2

Income (a) Revenue from operations (b) Other income Total income (a+b)

2 Expenses

(a) Fuel cost (b) Electricity purchased for trading (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense (f) Other expenses Total expenses (a+b+c+d+e+f)

3 Profit before exceptional items, tax, Regulatory

deferral account balances and Share of net profit

of joint ventures accounted for using equity

method (1-2)

4 Share of net profits of joint ventures accounted for using equity method

5 Profit before exceptional items, tax and regulatory

deferral account balances (3+4)

6 Exceptional items-(inconne) / expense (Refer Note 10)

7 Profit before tax and regulatory deferral account balances (5-6)

8 Tax expense (a) Current tax (Refer Note 11)(b) Deferred tax Total tax expense (a+b)

9 Profit before regulatory deferral account balances (7-8)

10 Net movement in regulatory deferral account balances (net of tax)

11 Profit for the period (9+10) 12 Other comprehensive income

(a) Items that will not be reclassified to profit or loss (i) Net actuarial gains/(losses) on defined benefit

plans (ii) Net gains/(losses) on fair value of equity

instruments (iii) Share of other comprehensive income of joint

ventures accounted for under the equity method

Income tax on items that will not be reclassfied to profit or loss (i) Net acturial gains/(losses) on defined benefit

plans (b) Items that will be reclassified to profit or loss

(i) Exchange differences on translation of foreign operations

Other comprehensive income for the period (net of tax) (a+b)

13 Total comprehensive income for the period (11+12)

14 Profit attributable to owners of the parent company

15 Profit attributable to non-controlling interest

16 Other comprehensive income attributable to owners of the parent company

17 Other comprehensive income attributable to non controlling interest

18 Earnings per share (of � 10/- each) - (not annualised) (including net movement in regulatory deferral account balances): Basic and Diluted (in�)

19 Earnings per share (of � 10/- each) - (not annualised) ( excluding net movement in regulatory deferral account balances): Basic and ·Diluted (in�)

Quarter ended


3

·32403.58 692.09

33095.67

17956.74 1346.29 1539.98 2211.93 3314.12 2580.47

28949.53

4146.14

324.05

4470.19

4470.19

811.75 469.53

1281.28 3188.91

502.04

3690.95

(21.89)

14.82

(0.75)

2.85

(3.73)

(8.70)

3682.25

3599.26

91.69

(8.49)

(0.21)

3.71

3.19

Quarter ended


4

29888.02 502.58

30390.60

15387.25 1455.30 1494.23 2464.77 3200.71 2689.23

26691.49

3699.11

202.40

3901.51

3901.51

703.94 573.84

1277.78 2623.73

819.99

3443.72

(32.43)

30.90

(0.79)

6.16

4.02

7.86

3451.58

3411.56

32.16

7.97

(0.11)

3.52

2.67

Quarter ended


5

27707.76 969.88

28677.64

13748.33 1180.00 1611.87 2219.37 3014.83 2655.28

24429.68

4247.96

151.42

4399.38

670.20

3729.18

761.14 (120.58)

640.56 3088.62

405.99

3494.61

(63.05)

(1.14)

(0.06)

11.14

(13.43)

(66.54)

3428.07

3435.99

58.62

(66.17)

(0.37)

3.47

3.06

Six months ended


6

62291.60 1194.67

63486.27

33343.99 2801.59 3034.21 4676.70 6514.83 5269.70

55641.02

7845.25

526.45

8371.70

8371.70

1515.69 1043.37 2559.06 5812.64

1322.03

7134.67

(54.32)

45.72

(1.54)

9.01

0.29

(0.84)

7133.83

7010.82

123.85

(0.52)

(0.32)

7.23

5.87

Six months ended


7

53902.52 1569.80

55472.32

25850.25 2551.00 3148.55 4684.62 5951.47 4892.83

47078.72

8393.60

285.47

8679.07

1506.96

7172.11

1344.43 682.71

2027.14 5144.97

1298.58

6443.55

(124.41)

10.56

(0.12)

21.83

(18.27)

(110.41)

6333.14

6326.38

117.17

(109.78)

(0.63)

6.39

5.08

t Crore

Year ended

31.03.2021 Audited

8

111531.15 4015.68

115546.83

56099.26 5049.42 5953.93 9224.14

12450.31 10454.71 99231.77

16315.06

683.87

16998.93

1512.19

15486.74

1091.06 1329.47 2420.53

13066.21

1903.19

14969.40

(151.74)

46.80

(2.77)

28.82

(20.20)

(99.09)

14870.31

14634.63

334.77

(99.17)

0 08

14.87

12.93

� Crore

SI. Particulars Quarter Quarter Quarter Six months Six months Year

No. ended ended ended ended ended ended 30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020 31.03.2021

(Unaudited! (Unaudited! (Unaudited! (Unaudited! !Unaudited! !Audited!

1 2 3 4 5 6 7 8

20 Paid-up equity share capital 9696.67 9696.67 9894.56 9696.67 9894.56 9696.67

(Face value of share� 10/- each) 21 Paid-up debt capitals 207626.27 210427.27 209674.75 207626.27 209674.75 209310 38

22 Other equity excluding revaluation reserve as per 119965.89 119454.75 112562.80 119965.89 112562.80 116041.80

balance sheet 23 Net worth• 128926.00 128400.81 121889.39 128926.00 121889.39 125016.19

24 Debenture redemption reserve 6795.97 6789.85 7657.97 6795.97 7657.97 6970.47

25 Capital redemption reserve 197.89 197.89 . 197.89 . 197.89

26 Debt equity ratio (Paid-up debt capital I Shareholder's 1.60 1.63 1.71 1.60 1.71 1.66

Equity) 27 Debt service coverage ratio [(Profit for the 0.83 1.29 2.26 1.01 2.25 1.97

period+lnterest+ Depreciation+Exceptional items ) I

(Interest net of transfer to expenditure during construction + lease payments+Scheduled principal repayments of long term borrowings)]

28 Interest service coverage ratio [(Profit for the period + 4.17 3.70 4.23 3.92 3.97 4.14

Interest+ Depreciation+Exceptional items )/ Interest net of transfer to expenditure during construction)]

29 Current ratio (Current asset� I Current liabilities) 0.87 0.80 0.91 0.87 0.91 0.80

30 Long term debt to working capital ratio (Long term 89.25 85.36 32.23 89.25 32.23 ..

borrowings including current maturity of long term borrowings I (working capital excluding current maturities of long term borrowings])

31 Bad debts to account receivable ratio (Bad debts I - - - - -

Average Trade receivables) 32 Current liability ratio (Current liabilities I Total liabilities) 0.25 0.27 0.29 0.25 0.29 0.27

33 Total debts to total assets ratio (Paid up debt capital I 0.51 0.52 0.53 0.51 0.53 0.52

Total assets) 34 Debtors turnover ratio (Revenue from operations I 6.16 5.80 3.46 6.87 4.16 5.87

Average trade receivables) - Annualised

35 Inventory turnover ratio (Revenue from operations I 14.92 12.19 10.47 14.34 10.37 10.65

Average inventory) - Annualised 36 Operating margin(%) (Earnings before interest.tax and 20.78 23.46 25.32 22.07 25.93 24.19

exceptional items I Revenue from operations) 37 Net profit margin(%) (Profit for the period/ Revenue 11.39 11.52 12.61 11.45 11.95 13.42

from operations)

$ Comprises long term debts and Short term debts • Excluding Fly ash utilization reserve, Corporate social respons1b1hty reserve and reserve for equity instruments through Other co

mG:ehens1v

e income

•• Working Capital is negative See accompanying notes to the consolidated financial results

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

SI. Particulars No.

A ASSETS

1 Non-current assets

2

3

(a) Property, plant and equipment(bl Capital work-in-progress (c) Intangible assets (d) Intangible assets under development (e) Investments accounted for using the equity method (f) Financial assets

(i) Investments (ii) loans (iii) Other financial assets

(g) Deferred tax assets (net) (h) Other non-current assets

Current assets (a) Inventories (b) Financial assets

(i) Investments (ii) Trade receivables

Sub-total -Non-current assets

(iii) Cash and cash equivalents (iv) Bank balances other than cash and cash equivalents (v) Loans (vi) Other financial assets

(c) Current tax assets (Net) ( d) Other current assets

Sub-total -Current assets Re11ulatory deferral account debit balances

TOTAL-ASSETS

B EQUITY AND LIABILITIES 1 Equity

(a) Equity share capital (b) Other equity

Total equity attributable to the owners of the parent

Non controlling interest

2 Liabilities

(i) Non-current liabilities (a) Financial liabilities

(i) Borrowings

Sub-total . Total equity

(ii) Lease liabilities (iii) Trade payables

- Total outstanding dues of micro and small enterprises - Total outstanding dues of creditors other than micro and small enterprises

(iv) Other financial liabilities (b) Provisions (c) Deferred tax liabilities (net) (d) Other non-current liabilities

Sub-total • Non-current liabilities (ii) Current liabilities

(a) Financial liabilities (i) Borrowings (ii) Lease liabilities (iii) Trade payables

- Total outstandinq dues of micro and small enterprises - Total outstanding dues of creditors other than micro and small enterprises

(iv) Other financial liabilities (bl Other current liabilities (c) Provisions (d) Current tax liabilities (net)

3 Deferred revenue Sub-total • Current liabilities

TOTAL. EQUITY AND LIABILITIES

As at

30.09.2021

(Unaudited)

211464.70 94730.14

623.14 108.03

10391.38

142.80

552.95

1053.77

1028.50 15197.68

335293.09

7567.53

.

18572.68

685.37

9315.57

266.61 14750.14

63.73 8639.85

59861.48

13086.79

408241.36

9696.67 119965.89

129662.56

3610.96

133273.52

187785.94 749.36

14.92

70.21

1262.96 1047.38

10811.69 1938.03

203680.49

19840.33

165.32

395.50 9854.20

28667.42 1850.58 8191.95

44.82

69010.12 2277.23

408241.36

� Crore As at

31.03.2021

(Audited)

202598.05 97404.16

647.13 101.87

9992.18

97.08

554.97

1092.84

1075.89 17031.51

330595.68

9809.60

499.99

17718.07

950.02

3437.78

259.13 14991.26

64.70 9086.70

56817.25

11553.28

398966.21

9696.67 116041.80

125738.47

3523.71

129262.18

180536.21 735.70

13.78

66.35

2089.14 1042.39 9887.82 1996.47

196367.86

28774.17

161.79

404.12 8322.16

23330.05 1949.50 8113.60

17.50

71072.89 2263.28

3s1a66.21

CONSOLIDATED SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND SIX MONTHS ENDED 30 SEPTEMBER 2021

tCrore

SI. Particulars Quarter Quarter Quarter Six months Six months Year

No. ended ended ended ended ended ended

30.09.2021 30.06.2021 30.09.2020 30.09.2021 30.09.2020 31.03.2021

runauditedl runauditedl fUnauditedl · fUnauditedl runauditedl IAuditedl

1 2 3 4 5 6 7 8

1 Segment revenue -Generation 31495.23 28805.69 27343.23 60300.92 52647.60 109878.24

-Others 2474.55 2570.16 1906.06 5044.71 4269.47 9038.50

-Unallocated 186.81 20.45 25.51 207.26 37.76 116.60

- Less: Inter segment elimination 1060.92 1005.70 597.16 2066.62 1482.51 3486.51

Total 33095.67 30390.60 28677.64 63486.27 55472.32 115546.83

2 Segment results Profit before interest, exceptional items and tax (Including

regulatory deferral account balances)

- Generation 6708.50 7053.87 6835.64 13762.37 14651.36 27871.73

- Others 134.35 117.91 70.38 252.26 186.16 100.83

Total 6842.85 7171.78 6906.02 14014.63 14837.52 27972.56

Add: (i) Share of net profits of joint ventures accounted for using equity method 324.05 202.40 151.42 526.45 285.47 683.87

Less: (i) Finance costs 2211.93 2464.77 2219.37 4676.70 4684.62 9224.14

(ii) Other unallocated expenditure net of unallocable income (125.34) 12.07 (44.04) (113.27) 193.22 142.67

(iii) Exceptional items 670.20 . 1506.96 1.512.19

Profit before. tax (Including regulatory deferral account 5080.31 4897.34 4211.91 9977.65 8738.19 17777.43

balances) Tax expense (including tax on movement in regulatory deferral 1389.36 1453.62 717.30 2842.98 2294.64 2808.03

account balances) Profit after tax 3690.95 3443.72 3494.61 7134.67 6443.55 14969.40

3 Segment assets - Generation 372459.51 375177.78 363429.78 372459.51 363429.78 368389.88

-Others 12825.13 12879.81 13118.47 12825.13 13118.47 12788.14

-Unallocated 23445.00 18404.21 21890.62 23445.00 21890.62 18180.07

- Less: Inter segment elimination 488.28 348,27 385.13 488.28 385.13 391.88

Total 408241.36 406113.53 398053.74 408241.36 398053.74 398966.21

4 Segment liabilities -Generation 47344.07 46285.52 40766.33 47344.07 40766.33 44949.27

-Others 5964.20 6093.05 5656.27 5964.20 5656.27 6230.86

- Unallocated 225758.81 224931.81 229558.91 225758.81 229558.91 222439.49

- Less:lnter segment elimination 488.28 348.27 385.13 488.28 385.13 391.88

Total 278578.80 276962.11 275596.38 278578.80 275596.38 273227.74

The operations of the Group are mainly carried out within the country and therefore. there is no reportable geographical segment.

[':��I CONSOLIDATED STATEMENT OF CASH FLOWS

� Crore

Particulars Six months Six months Year

ended ended ended

30.09.2021 30.09.2020 31.03.2021

Unaudited Unaudited Audited

A. CASH FLOW FROM OPERATING ACTIVITIES

Profifbefore exceptional items, tax and regulatory deferral account balances 8371.70 8679.07 16998.93 Add: Net movement in regulatory deferral account balances (net of tax) 1322.03 1298.58 1903.19 Add: Tax on net movement in regulatory deferral account balances 283.92 267 50 387.50 Profit before tax including movements in regulatory deferral account balances 9977.65 10245.15 19289.62

Adjustment for:

Depreciation and amortisation expense 6514.83 5951.47 12450.31

Provisions 169.29 223.66 907.54

Special rebate to beneficiaries - exceptional items (1506.96) (1512.19)

Share of net profits of joint ventures accounted for using equity method (526.45) (285.47) (683.87) On account of government grants (73.87) (54.60) 477.38 Deferred foreign currency Ouctuation asset 449.90 259.22 527.46 Deferred income from foreign currency nuctuation 137.60 (205.80) (412.13) Regulatory deferral account debit balances (1605.95) (1566.08) (2290.69)

Fly ash utilisation reserve fund (31.73) (17.39) 19.88

Exchange differences on translation of foreign currency cash and cash equivalents (0.01)

Finance costs 4645.47 4664.57 9162.74

Unwinding of discount on vendor liabilities 31.23 20.05 61.40 Interest income/Late payment Surcharge/Income on investments (719.06) (205.95) (3390.34)

Dividend income (660) (6.60) (9.00) Provisions written back (128.08) (14.79) (64.19) Loss on disposal of investment accounted through equity method 15.88

Profit on de-recognition of property, plant and equipment (3.66) (1.62) (3.36) Loss on de-recognition of property, plant and equipment 62.23 44.23 137.27

8915.15 7297.93 15394.09


Adjustment for:

Trade receivables (929.29) (11164.01) 1805.87

Inventories 2660.39 1851.30 2032.27 Trade payables. provisions. other financial liabilities and other liabilities 1538.30 1883.35 (24.25)

Loans, other financial assets and other assets 712.74 697.79 2985.25 3982.14 (8127.15) 828.64

Cash generated from operations 22874.94 35512.35

Income taxes (paid) / refunded 210.92 3068.29) Net cash from/(used in) operating activities - A 22664.02 32444.06

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment & intangible assets (10296.49) (7641.18) (23312.34)

Disposal of property, plant and equipment & intangible assets 11.90 2.75 30.36

Investment in mutual funds 499.99 (499.99)

Investment in joint venture companies 126.00 (68.26) (1°18.78) Business combination 126.69

lnteresUincome on term deposits/bonds/investments received 795.40 4186.63

Dividend received from other investments 6.60 9.00 Income tax paid on income from investing activities (220.68) (637.37)

Bank balances other than cash and cash equivalents 5879.45 818.65

Net cash from/(used in) investing activities - B (14956.73) (21034.45)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from non-current borrowings 19093.65 14120.66 35361.97

Repayment of non-current borrowings (13535.15) (7013.87) (23912.83)

Proceeds from current borrowings (7504.44) 3102.28 (591.61)

Payment of lease liabilities (12.14) (10.64) (57.03)

Interest paid (5959.98) (6208.96) (13307.37)

Buy back of Equity Share Capital (2763.82)

Dividend paid 53.88 5778.42

Net cash from/(used in) financing activities - C (7971.94) 3989.47 (11049.11)

D. Exchange differences on translation of foreign currency cash and cash equivalents 0.01

Net increase/(decrease) in cash and cash equivalents (A+B+C+D) (264.65) 277.28

Cash and cash equivalents at the beginning of the period 950.02 589.52

Cash and cash equivalents at the end of the period 685.37 866.80

Notes to Consolidated Financial Results: The above consolidated financial results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 28 October 2021 and approved by the Board of Directors in their meeting held on the same date.

2 The Joint Statutory Auditors of the Company have carried out the limited review of these consolidated financial results as required under Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015, as amended.

3 The subsidiary and joint venture companies considered in the consolidated financial results are as follows: a) Subsidiary Companies

1 NTPC Electric Supply Company Ltd.2 NTPC Vidyut Vya[Par Nigam Ltd.3 Kanti Bijlee Utpadan Nigam Ltd.4 Nabinagar Power Generating Company Ltd.5 Bhartiya Rail Bijlee Company Ltd.6 Patratu Vidyut Utpadan Nigam Ltd. 7 North Eastern Electric Power Corporation Ltd.8 THDC India Limited9 NTPC Mining Ltd.10 NTPC EDMC Waste Solutions Private Ltd.11 NTPC Renewable Energy Ltd.12 Ratnagiri Gas and Power Private Ltd.

b) Joint Venture Companies 1 Utility Powertech Ltd.2 NTPC GE Power Services Private Ltd.3 NTPC SAIL Power Company Ltd.4 NTPC Tamilnadu Energy Company Ltd.5 Aravali Power Company Private Ltd.6 Meja Urja Nigam Private Ltd.7 NTPC SHEL Power Projects Private Ltd.8 National High Power Test Laboratory Private Ltd.9 Transformers and Electricals Kerala Ltd.

10 Energy Efficiency Services Ltd.11 CIL NTPC Urja Private Ltd.12 Anushakti Vidhyut Nigam Ltd.13 Hindustan Urvarak and Rasayan Ltd.14 Trincomalee Power Company Ltd.15 Bangladesh-India Friendship Power Companv Private Ltd.

Ownershi!Lllil 100.00 100.00 100.00 100.00 74.00 7400 100.00 74.496 100.00 74.00

100.00 86.49

50.00 50.00 50.00 50.00 50.00 50.00 50.00 20.00 44.60

33.334 50.00 49.00 29.67 50.00 50.00

All the above Companies are incorporated in India except Companies at SI. No.14 and 15 which are incorporated in Srilanka and Bangladesh respectively.

4 a) (i)The CERC notified tihe Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2019 vide Order dated 7 March 2019 (Regulations, 2019) for determination of tariff for the tariff period 2019-2024. Pending issue of provisional/final tariff orders with effect from 1 April 2019, capacity charges are billed to beneficiaries in accordance with the tariff approved and applicable as on 31 March 2019, as provided in Regulations, 2019. In case of new projects, which got commercialised from 1 April 2019 and projects where tariff approved and applicable as on 31 March 2019 is pending from CERC, billing is done based on capacity charges as filed with CERC in tariff petition. Energy charges are billed as per the operational norms specified in the Regulations 2019. The amount provisionally billed for the quarter and six months ended 30 September 2021 is� 29,640.95 crore and� 57,196.34 crore respectively

(previous quarter and siix months� 24,824.72 crore and � 48,198.70 crore).

5

(ii) Sales for the quarter and six months ended 30 September 2021 have been provisionally recognized at� 29,667.06 crore and �57,098.08 crore respectively (previous quarter and six months� 25,227.75 crore and� 48,615.03 crore) on the said basis.

b)' Sales for the quarter and six months ended 30 September 2021 include (-) � 15.66 crore and � 24.44 crore respectively (previous quarter and six months(-)� 13.07 crore and� 576.78 crore) pertaining to earlier years on account of revision of energy charges due to grade slippages and other adjustments.

c) Sales for the quarter and six months ended 30 September 2021 also include � 25.26 crore and � 50.53 crore respectively (previousquarter and six months � 28.53 crore and � 48.92 crore) on account of deferred tax materialized which is recoverable from beneficiariesas per Regulations, 2019.

d) Revenue from operations for the quarter and six months ended 30 September 2021 include� 1,812.15 crore and� 3,829.12 crorerespectively (previous quarter and six months� 1,664.53 crore and� 3,548.99 crore) on account of sale of energy through trading.

The Company is execulting a hydro power project in the state of Uttarakhand, where all the clearances were accorded. A case was filedin Hon'ble Supreme Court of India after the natural disaster in Uttarakhand in June 2013 to review whether the various existing andongoing hydro projects have contributed to environmental degradation. Hon'ble Supreme Court of India on 7 May 2014, ordered that nofurther construction shall be undertaken in the projects under consideration until further orders, which included the said hydro project ofthe Company. In the proceedings, Hon'ble Supreme Court is examining to allow few projects which have all clearances which includesthe project of the Company where the work has been stopped. Aggregate cost incurred on the project up to 30 September 2021 is

�164.13 crore (31 March 2021: � 163.86 crore). Management is confident that the approval for proceeding with the project shall be

,:;.--=-.. granted, hence no adjustment is considered necessary in respect of the carrying value of the project.

� �\l'IDAL �

*-· "C' �· 0

6 The environmental clearance ("clearance") granted by the Ministry of Environment and Forest, Government of India (MoEF) for one of the Company's project consisting of three units of 800 MW each, was challenged before the National Green Tribunal (NGT). The NGT disposed off the appeal, inter alia, directing that the order of clearance be remanded to the MoEF to pass an order granting .or declining clearance to the project proponent afresh in accordance with the law and the judgement of the NGT and for referring the matter to the Expert Appraisal Committee ("Committee") for its re-scrutiny, which shall complete the process within six months from the date of NGT order. NGT also directed that the environmental clearance shall be kept in abeyance and the Company shall maintain status quo in relation to the project during the period of review by the Committee or till fresh order is passed by the MoEF, whichever is earlier. The Company filed an appeal challenging the NGT order before the Hon'ble Supreme Court of India which stayed the order of the NGT and the matter is sub-judice. All the units of the project have been declared commercial in the earlier years. The carrying cost of the project as at 30 September 2021 is t 14,968.92 crore (31 March 2021: t 15,115.02 crore). Management is confident that the approval for the project shall be granted, hence no adjustment is considered necessary in respect of the carrying value of the project.

7 The Company is executing a thermal power project consisting of two units of 800 MW each in the State of Telangana. The project construction commenced in the year 2016 after obtaining the requisite approval and Environment Clearance (EC) from MOEF&CC (Ministry of Environment, Forest and Climate Change). On 27 May 2021, the National Green Tribunal (NGT) has passed an order instructing MOEF&CC to keep the EC granted for the project in abeyance for a period of seven months or till the period the re-appraisal is done and additional conditions imposed by the MOEF&CC, whichever is earlier. NGT has further directed the MOEF&CC to conduct additional studies pertaining to Environment Impact Assessment of the project, to be carried out through the Company. for further assessment by its Expert Appraisal Committee (EAC) and get recommendations of the EAC for imposing additional conditions by the MOEF&CC, if any, on the company for allowing the units to operate. The Company filed an appeal before Hon'ble Supreme Court of India against the directions of NGT. The Hon'ble Supreme Court of India has passed the order on 20 July 2021 and directed that while the EC is in abeyance, various construction activities at site may be continued till the commissioning of the project and the various studies as directed by NGT are to be conducted simultaneously.

Both the units of the project are in advanced stage of construction and the carrying cost of the project as at 30 September 2021 is t9,815.14 crore (31 March 2021: t 9,376.31 crore). Management is confident that the approval for the continuation of the project shall be granted, hence no adjustment is considered necessary in respect of the carrying value of the project.

8 An amount oft 694.97 crore (31 March 2021: t 700.30 crore) has been incurred upto 30 September 2021 in respect of one of the hydro power projects of the Company, the construction· of which has been discontinued on the advice of the Ministry of Power (MOP), Government of India (GOI), which includes t 455.05 crore (31 March 2021: t 449.88 crore) in respect of arbitration awards challenged by the Company before the Hon'ble High Court of Delhi. In the event the Hon'ble High Court grants relief to the Company, the amount would be adjusted against provisions made in this regard. Management expects that the total cost incurred, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and interest costs as well as claim:s of contractors/vendors for various packages for this project will be compensated in full by the GOI. Hence, no provision is considered necessary.

9 The Company had entered into an agreement for movemeni of coal through inland waterways for one of its stations. As per the agreement. the operator was to design, finance. build, operate and maintain the unloading and material handling infrastructure for 7 years, after which it was to be transferred to the Company at t 1/-. After commencement of the operations, the operator had raised several disputes, invoked arbitration and raised substantial claims on the Company. Based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India, an amount of� 356.31 crore was paid upto 31 March 2019.

Further, the Arbitral Tribunal had awarded a claim of � 1,891.09 crore plus applicable interest in favour of the operator, during the financial year 2018-19. The Company aggrieved by the arbitral award and considering legal opinion obtained. had filed an appeal before the Hon'ble High Court of Delhi (Hon'ble High Court) against the said arbitral award in its entirety.

In the financial year 2019-20, against the appeal of the Company, Hon'ble High Court directed the Company to deposit t 500.00 crore with the Registrar General of the Court. The said amount was deposited with the Hon'ble High Court on 5 November 2019. Hon'ble High Court vide its order dated 8 January 2020 directed the parties to commence formal handing over of the infrastructure in the presence of appointed Local Commissioner and also directed release of t 500.00 crore to the operator by the Registrar General subject to verification of bank guarantee and outcome of the application of the Company for formal handing over of the infrastructure. On 17 January 2020 unconditional BG was submitted by the operator to Registrar General and � 500.00 crore was released to the operator by the Hon'ble High Court. As per order of Hon'ble High Court, formal handing over of the infrastructure started on 20 January 2020 at the project site. However, due to certain local administrative issues initially and further due to Covid-19 pandemic, Local Commissioner's visit had to be deferred. In view of delay in the handover exercise, NTPC had filed an Application in Hon'ble High Court praying to pass further directions to operator in this regard. Hon'ble High Court on 11 November 2020 disposed off the application requesting the Ld. Local Commissioner appointed by the Court. to visit the project site expeditiously preferably within 2 weeks and carry out the commission. The handing over exercise has been delayed due to operator's issues with local labours at the site and Covid situation. Date of hearing at Hon'ble High Court of Delhi has been adjourned several times in light of restricted functioning of the Hon'ble High Court in view of Covid-19 situation and the same is expected to take place shortly.

Pending final disposal of the appeal by the Hon'ble High Court, considering the provisions of Ind AS 37 'Provisions. Contingent Liabilities and Contingent Assets' and Significant Accounting Policies of the Company, provision has been updated by interest to t38.17 crore (31 March 2021: � 38.09 crore) and the balance amount oft 2,223.13 crore (31 March 2021: t. 2,153.57 cror

(\has been

considered as contingent liability.

�

10 In line with the directions of MOP issued in accordance with the announcement of GOI under the Atmanirbhar Bharat Special Economic

and Comprehensive package, a rebate on the capacity charges during the lockdown period in view of Covid 19 pandemic, was accounted during the previous year 2020-21 and disclosed as exceptional item.

11 During the quarter and year ended 31 March 2021, excess tax provision of� 1,889.05 crore was reversed consequent to adjustment of

tax provision created in accordance with Vivad se Vishwas Scheme (VsVs Scheme) notified through 'The Direct Tax Vivad Se Vishwas

Act, 2020'. Correspondingly, sales amounting to � 1,101.47 crore was reversed on account of income tax recoverable from / (refundable to) the beneficiaries as per Regulations, 2004.

12 During the six months ended 30 September 2021, 15 MW solar PV capacity at Bilhaur w.e.f. 8 April 2021, 10 MW Simhadri floating

solar w.e.f. 30 June 2021, one thermal unit of 660 MW at Tan.da w.e.f. 1 July 2021, 15 MW Simhadri floating solar w.e.f.21 August

2021, one thermal unit of 800 MW at Darlipalli w.e.f. 1 September 2021 and one thermal unit of 660 MW of Nabinagar Power Generating Company Ltd w.e.f. 23 July 2021 have been declare,d commercial.

13 The shareholders of the Company have approved final dividend of � 3.15 per share (face value of t 10/- each) for the financial year 2020-21 in the Annual General Meeting held on 28 September 2021, which has since been paid in October 2021.

14 Previous periods figures.have been reclassified wherever considered necessary.


For and on behalf NTR

(AK.Gautam) Director (Finance)

DIN:08293632

[C:��l NTPC LIMITED

Extract of the Financial Results for the Quarter and Six months ended 30 September 2021

SI. Particulars Standalone No. Quarter Quarter Six months Six months Year Quarter

ended ended ended ended ended ended

30.09.2021 30.09.2020 30.09.2021 30.09.2020 31.03.2021 30.09.2021

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Unaudited)

1 2 3 4 5 6 7 8 1 Total income from operations 28329.01 24677.14 54367.52 48130.60 99206.72 32403.58 2 Net profit before tax (before exceptional items) 3730.50 4227.36 7269.26 7927.72 15278.52 4470.19 3 Net profit before tax (after exceptional items) 3730.50 3666.93 7269.26 6564.72 13915.52 4470.19 4 Profit after tax 3211 91 3504 80 6357.54 5974.96 13769.52 3690.95 5 Profit after tax attributable to owners of the parent company 3599.26 6 Total comprehensive income after tax 3208.86 3454.84 6361.60 5887.84 13701.33 3682.25 7 Paid-up equity share capital 9696.67 9894.56 9696.67 9894.56 9696.67 9696.67

(Face value of share� 10/- each) 8 Other equ_ity excluding revaluation reserve as per balance sheet 112556.24 106917.17 112556.24 106917.17 109288 82 119965.89 9 Net worth 121567.54 116286.77 121567.54 116286.77 118306.11 128926.00

10 Paid up debt capital 170099.93 174694.92 170099.93 174694.92 173616.19 207626.27 11 Debenture redemption reserve 6041.68 6953.93 6041.68 6953.93 6240.43 . 6795.97 12 Earnings per share (of� 10/- each) - (n.ot annualised) (including 3.31 3.54 6.56 6.04 13.99 3.71

net movement in regulatory deferral account balances): Basic and Diluted (in �)

13 Earnings per share (of� 10/- each) - (not annualised) (excluding 2.86 3.19 5.29 4.88 12.18 3.19 net movement in regulatory deferral account balances): Basic and Diluted (in �)

14 Debt Equity Ratio 1.39 1.50 1.39 1.50 1.46 1.60 15 Debt service coverage ratio 1.05 2.85 1.48 2.75 2.36 0.83 16 Interest service coveraqe ratio 4.46 4.72 4.17 4.22 4.42 4.17

·Excluding Fly ash utilization reserve. Corporate social responsibility reserve and reserve for equity instruments through Other comprehensive income Notes:

(� Crore) Consolidated

Quarter Six months Six months Year

ended ended ended ended

30.09.2020 30.09.2021 30.09.2020 31.03.2021

(Unaudited) (Unaudited) (Unaudited) (Audited)

9 10 11 12 27707.76 62291.60 53902.52 111531.15

4399.38 8371.70 8679.07 16998 93 3729.18 8371.70 7172.11 15486.74 3494.61 7134.67 6443 55 14969.40 3435.99 7010.82 6326 38 14634.63 3428.07 7133.83 6333.14 14870.31 9894.56 9696.67 9894.56 9696.67

112562.80 119965.89 112562.80 116041.80 121889 39 128926.00 121889.39 125016.19 209674.75 207626.27 209674.75 209310.38

7657.97 6795.97 7657.97 6970.47 3.47 7.23 6.39 14.87

3.06 5.87 5.08 12.93

1.71 1.60 1.71 1.66 2.26 1.01 2.25 1.97 4.23 3.92 3.97 4.14

1 The above is an extract of the detailed formats of financial results filed with the Stock Exchanges under Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. The full formats of the financial results of the Company are available on the investor section of our website https://www.ntpc.co.in and under Corporate Section of BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com & https:l/www.nseindia.com.



Board of Directors of

(A.K.Gau� Director (Finance)

DIN:08293632

S.K.Mehta & Co.

Chartered Accountants 302-306, Pragati Tower,26 Rajendra Place,New L)t::lhi-1 I 0008

Parakh& Cu. Chartered Ac(ountnnts 3�3, Ga11puti Phw1, M.l.l{uad,faipur-30?00 I

V.K.Jinllal & Co.Chartered AccountantsGG3, Shree Gop,tl Complex,Third lloor, Court Road,Ranchi-83400 I

S.N.Dhawan & Co LLP

Chartered Accountants D-74, Malcha Marg,Diplomatic EnclaveNew Delhi- I I 0021

C.K.Prusty & AssociatesChartered AccountantsI 0, Rajara11i Colony,Tankapani Road,Bhubaneshwar-751014

Varma & Varma Chartered Accountants I 04, Metro Palmgrove Apartments, Raj Bhavan Road, Somajiguda, Hyderabad - 500082

8.C.Jain & Co.Chartered Accountants16/77 A, Civil Lines,Kanpur-20800 I

INDEPENDENT AUDITORS' LIMITED REVIEW REPORT ON THE UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30 SEPTEMBER 2021

·To

The Board of Direc10rs,NTPC Limited,New Delhi.

I. We have reviewc::d the act:ornpanying statement or Unaudited Standalone Financial Results of N'1'PC Limited(""the Company") tor the quarter and six months ended 30 September 2021 ("the Statement") being subminedby the Company µursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (ListingObi igations and Disclosure Requiremems) Regulations, 2015 ('·the Regulations") as amended.

2. The S1aie111e11L, whit:h is the: responsibility of the Company's Management and approved by the Company'sB0:1rd or Dire<.:tors, has been prepared in au:orclance with the recognition and measurement principles laidclown in the I nctjan Accounting Standard 34 "lrnerim Financial Reponing" ("Ind AS 34"), prescribed underSection 133 of the: Companies Act, 2013 as amended read with relevant rules issued thereunder and otheracwunting print:iplt:s generally accepted in India. Our responsibility is to issue a report on the Statement basedon our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagement (SRE)2410, '·Review of interim Financial information Pe,formed by the independent Auditor o

f

the Entity", issuedby the Institute of Chartered Accountants of India. This standard requires that we plan and perform the reviewto obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limitedprimarily to inquiries of company personnel and analytical procedures applied ro financial data and thusprovide less assurance than an audit. We have not performed an audit and accordingly, we do not express anaudit opinion.

4. l3asccl on our review conducted as above, nothing has come to our attention that causes us to believe that theacco111panying Statement read with notc:s thereon, prc:pared in accordance with applicable Indian AccountingStandards speci lied under Section l 33 of the Companies Act, 2013 read with relevant rules issued thereunderand other rc:cognised accounting prat.:tit:es and polit.:ies, has not disclosed the information required ro bedisclosed in wnns or the l{cgulations, including the mannc:r in which it is to be disclosed, or char ir contains

5. Emphasis or Maller:

We draw ,mention to the following mailers in the !}lotes to the Statement:

(i) Note 3 (a) to the Statement regarding billing and accounting of sales on provisional basis;

(ii) Note 5 in respect of a completed project consisting of three units of 800 MW each, where the orderor National Green Tribunal (NGT) has been stayed by the Honourable Supreme Court of India andthe mailer is subjud,ce;

(iii) Note 6 in respect of one of the projects under construction consisting of two units of 800MW each,where NGT has passed an order to keep the environment clearance granted to the project in abeyanceand where the Hon'ble Supreme Court of India on ttie appeal filed by the company has directed that,while environmental clearance is in abeyance, construction activities may continue; and

(iv) Note 8 with respect to appeal tiled by the Company with the Hon'ble High Court_ of Delhi in themaner of Arbitral award pronounced against the Company and the related provisions thereof.

Our conclusion is not modified in respect of these maners.

For S.K.Mehta & Co. Chartered Accounrnncs FRN 000478N �:=:::::::::�

UDIN: 2I09I382AAAAPB27l4

For Parakh & Co.

UDIN: 2 I079236AAAAA02873

1-'or V.K.Jind,d & Cu.

(Suresh Agarwal) Partner M. No.072534UDIN: 21072534AAAAJZ4250

Place: New Delhi Dated: 28.10.2021

For S. N. Dhawan & Co LLP Chartered Accounranrs FRN OOOOSON/NSO

(Mukesh Bansal) Partner M. No.505269

<::i �--

UDIN: 2 I 505269AAAABP449 l

Partner M. No.057318 UOIN: 21057318AAAAEC3495

��'(tlt)·�-�. (KP Srinivas) Partner M. No.208520UDIN: 21208520AAAANN2504

For B.C.Jain & Co.

UDIN: 21073488AAAABV9399

S.K.Mchrn & Co.

Charrered Accountants 302-306, Pragati Tower,26, Rajc:ndra Place,New l)dhi-110008

l'urnkh & Co. Chartered A<.:<.:ou11tants 323, Ganpati Plaza, M.1.Road,Jaipur-30200 I

V.K.Jindal & Co.Chartered A<.:<.:OL;ntantsGGJ, Shree Gopal Complex,Third lloor, Court Road,Ranchi-83400 I

S. N. Dhawan & CO LLP

Chartered Accountants D-74, Malcha Marg,Diplomatic EnclaveNew Delhi- I I 0021


Chanercd Aci.:oumants I 0, Rajara11i Colony, Tankapani Road, Bhubaneshwar-751014

Varma & Varma

Chartered Accountants I 04,MetroPalmgroveApartments, Raj Bhavan Road, Somajiguda, 1 lyderabad-500082

13.C.Jain & Co.Chartered Accountants16/77 A, Civil Lines,Kanpur-20800 I

INDEPENDENT AUDITORS' LIMITED REVIEW REPORT ON THE UNAUDITED

CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30

SEPT£Ml3ER 2021

To

The Board or Direi.:tors, NTPC Limited, New Delhi.

I. We haw 1\:vicwed the ac:co111pa11ying Statement or Unaudited Consolidated Financial Results ofNTl'C l.imit1.:d ( .. the Pare1n"J and its subsidiaries (tht: l'arl!nt and its subsidiaries together referred to as.. tile Group") anc.1 its sl1ar1.: ot' tll1.: 111.:t pro lit alh:r tux ttncl total 1.:ornpr..:hensive income of its Joinr Vencuresfor the quarter and six 111omhs ended JO September 2021 arcached herewith ( .. the Statement''), beingsubmiued by the Parent pursuant to the requiremem or Regulation 33 and Regulation 52 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations") as amended.

2. This Scatement, which is the responsibility of the Parent's Management and approved by the Parent'sBoard of Direccor:-;, has been prepared in accordance with the recognition and measurement principleslaid down in Indian Accounting Standard 34 .. Interim Fimmcial Reporting" ("Ind AS 34"), prescribedunder Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder,and other accounting principles generally accepted in India. Our responsibility is to express a conclusionon the Statement based on our review.

3. We conducted our review ol' the Stme1nt:nt in accordance with the Standard on Review Engagement(SRE) 2410, · Review uf lnreri111 Finwl(:iul li?for111ation Fe,formed by the Independent Auditor of theEmity', issued by the Institute ofChanered Accountants oflndia and also considering the requirementor Stundarcl on Auditing (SA 600) on ·using the work <{Another Audi/Or' including material icy. Areview of interim tinancial information wnsists or making inquiries, primarily of persons responsible forfinancial and accouming mailers, anct applying analytical ancl ocher review procedures. A review issubstantially less in scope than an audit conducted in accordance with Standards on Auditing andconsequently does not enable us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular issued by the Securities and ExchangeBoard of India under Regulation 33(8) of the Regulations, tv the extent applicable.

4. The Statement includes the results of the lollowing entities:

a) List of Subsidiaries:

( I ) NTPC J:::lectric Supply Company Lid., (2) NTPC Vidyut Vyapar Nigam Led., (3) Kanti BijleeUtpadan Nigam Ltd., (4) Bhartiya Rail Bijlee Company Ltd., (5) Patratu Yidyut Utpadan NigamLtd., (6) Nabinagar Power Generating Company Ltd., (7) NTPC Mining Ltd., (8) North, EasternElectric Power Corporation Ltd., (9) THDC India Ltd., ( I 0) NTPC EDMC Waste Solutions PrivateLtd., ( I I) NTPC Renewubk Energy Ltd., and ( J 2) Rarnagiri Gas and Power Private Ltd.

b) List ot'Joint V..:ntu1\::,:

(I) Utility Powened1 Ltd., (2) N'l'PC-GE Power Services Private Ltd., (3) NTPC SAIL PowerCompany Ltd., (4) NTPC Tamil Nadu Energy Company Ltd., (5) Aravali Power Company PrivateLed., (6) Meja U1ja Nigam Private Ltd., (7) NTPC BHEL Power Projects Private Ltd., (8) NationalHigh Power Test Laboratory Private Ltd., (9) Transformers and Electricals Kerala Ltd., ( I 0) EnergyEfficiency Services Ltd., ( I I) CIL NTPC Urja Private Ltd., ( 12) Anushakti Yidhyut Nigam Ltd.,( I 3) Hindustan Urvarak and Rasayan Ltd., ( 14) Trincomalee Power Company Ltd.* and ( 15)Bangladesh-India Friendship Power Company Private Ltd.*( * incorpora red outside I nclia)

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based onthe consideration of the review reports of other auditors referred lO in paragraph 7(a) below, nothing hascome to our anenrion that causes us to believe that the accompanying Statement, prepared in accordancewith the recognition and measurement principles laid d9wn in the aforesaid Indian Accounting Standardspccilied under Seceion 133 of the Companies Act, 2013, as amended, read with relevant rules issuedthereunckr and other accounting principles geni;:rally accepted in India, has not disclosed the informationrequired to b..: disclosed in ti::nns of the Regulations, including the manner in which it is 10 be disclosed,

. . . . \

or that 1t coma111s any matenal rn1ssta1ement.

6. Emphasis or M,lller:

We draw a11enlion lo the following mailers in the Notes to the Statement:

(i) Note 4(a) 10 rhe Stalemenr regarding billing and accounring of sales.on provisional basis;

(ii) Note 6 in respect of a com pieced project of Parent Company consisting of three units of 800 MWeach, where the order of National Green Tribunal (NGT) has been stayed by the HonourableSupreme Court of India and the marter is sub-judice;

(iii) Note 7 in respect of one of the projects of Parent Company under construction consisting of twounits of 800M W each, where NGT has passed an order to keep the environment clearance granted10 the project in abeyance and where the Hon'ble Supreme Court of India on the appeal filed bythe Parem Company has directed that, while environmental clearance is in abeyance, constructionac1ivi1ies may continue; and

(iv) Note 9 with respect lO appeal tiled by the Parent Company with the Hon'ble High Court of Delhiin the inaner of Arbicral award pronounced against lhe Company and the related provisionsthereof.

Our condu::;ion is 11ol modi lied in re:-pec1 of thest: ma\lt:r:-.

7. Other Mallers:

(a) We did not review the interim tinancial results/ financial information of 5 subsidiaries, included inthe unaudi 1ed consolidated financial results, whose interim financial results/ financial informationreflect total revenues of< 1,490.20 crore and< 2919.64 crore, total net profit after tax ofr 376.65crore and t 550.91 crore and total comprehensive income of< 375.85 crore and< 549.67 crore,for the quaner and six months ended 30 September 2021 respectively, total cash outflows of<230.77 crore for six months ended 30 Seplember 2021 and total assets oft 39,684.69 crore as at30 September 2021 as considered in the unaudited consolidated financial results. The unauditedconsolidated financial results also include the Group's share of net profit after tax oft 290.27 croreand< 466.24 crore and total comprehensive income of< 290.20 crore and< 466.12 crore for thequarter and six months ended 30 September 202 l respectively, in respect of 4 joint ventures, whoseinterim financial results / financial information have not been reviewed by us. These interimfinancial results/ financial information have been reviewed by other auditors whose reports havebeen furnished co us by the management upto 26 October 202 l and our conclusion on the Statement,in so far as it relates to the amounts and disclosures included in respect of these subsidiaries andjoint venwres, is based solely on the reports of the other auclilors and procedure performed by usas staLt:d in paragraph 3 abov.e.

(b) The unaudited consolidated tinancial rt:sults also include interim linancial results / ftnancialinfonnation or? subsidiaries which have nor been reviewed by its auditors, whose imerim financialresulcs / tinancial inlormalion retlec.:1 total revenues oft 3,312 . .93 crore and< 6,296.82 crore, totalnt:1 pro lit after tax orz 20 l .31 crore and t 422.62 crore and total comprehensive income of< 200.94crore and t 420.21 crore, for the quarter and six months ended 30 September 2021, total cash inflowof< 45.25 ·crore for six monrhs ended 30 September 2021 and total assets on 39,279.25 crore asat 30 September 202 l as considt:red in the unaudited consolidated financial results which have notbeen revie,ved by their auclilors. The unaudited consolidated financial results also includes theGroup's share or net prolil alter wx ort 33.80 crore and< 60.2 l crore and total comprehensive

income on' 33.12 crore and� 58.79 crore for the quarter and six months ended 30 September 2021 respectively as considered in the unaudited consolidated financial results, in respect of 11 joint ventures, based on interim financial results/ financial, information which have not been reviewed by their auditors. These un-reviewed interim financial results/ financial information furnished to us by the Parent's management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of aforesaid subsidiary and joint ventures, is based solely on such un-reviewed interim financial results / financial information. According to information and explanations given to us by the Parent's management, these tin-reviewed interim financial results/ financial information of the aforesaid subsidiaries and joint ventures included in thest! unaudited consolidaced tinancial resulrs, are nor material to the Group.

Our conclusion on the Statement is not rnoclilied in respect of the above rnaners.

For S.K.Mehta &. Co.

For Parakh & Co.

Partner M. No.079236UD!N: 21079236AAAAAP6463

For V.K.Jindal & Cu.

(Suresh Agarwal) Panner M. No.072534UDIN: 21072534AAAAKA3968

Place: New Delhi Dated: 28. J 0.2021

1:or S.N.Dhawan & CO LLP

For C.K.Prusty & Associates Charcered Accountants FRN 32321 E

Partm.:r

M. No.057318UD!N: 21057318AAAAED3180


��-\t.e (KP Srinivas) Partner M. No. 208520UDIN: 21208520AAAAN07368

For B.C.Jain & Co.

(Ranjeet Singh) Partner M. No.073488UDIN: 21073488AAAABW9937

S.N. Dhawan & CO LLP

Chartered Accountants

To The Board or Directors, NTPC Limi1ed, New Delhi.

421, II Floor, Udyog Vihar Phase IV, Gurugram, Haryana 122016, India

Tel: +91 1.24 481 4444

lndcpcndcnt Statutory Auditor's Certificate for asset cover· in respect oflistecl debt securities of

NTPC Limited.

We unders1and that NTPC Limited (""the Company") having its registered office at NTPC Bhawan, SCOPE Complex, 7, lnstitutiom1l Area, Lodhi Road, New Delhi-I I 0003, India is required to obtain a certiticaic with respec1 to asset cover in respect of listed debt securities of the Company as on JO Sep1ember 2021 in 1erms of Requiremen1s or Regulation 54 read with regulation 56 (I) (cl) of Securities and L:.xd1c111ge Board or India (Lis1ing Obliga1ions and Disclosure Requirements) Regulations, 2015 as a111e11th:d ( .. LODI� R1:gulations") and SH11 (Debentu1\: Trus1ees) Regulations, 1993 as amended ("'DTl{egu la! iuns").

!VI a11 age111e II r's Jh-sponsibil it y

The Cu111pany's Manage111t:111 is responsibk for ensuring that the Company complies with the LODR l{egulatiuns and DT Regulmions. 1:unher the Company is also responsible to comply with the n:quire1nen1s or Bond Trus1 deed e.xecutL'cl with respective Bond Trustee.

Auditor's lkspunsibility

Our nc!sponsibil iLy is 1u ceni ty the assc:1 cover i 11 respect or I istecl debt securities of the Company as on JU Sep1ember 2021 based on 1he unaudited linancial statements and as per the format specified in SEBI Circular No. St::81/ HO/MIRSD/CRADT/CIR/P/ 2020/230 circular dated 12 November 2020.

We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the lnstinne of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements or the Code of Ethics issued by the Institute of Chartered Accountants of India.

We have complied with the relevarn applicable requirements of the Standard on Quality Control (SQC) I. Quality Control for Finns that Perform Audits and Reviews or Historical Financial Jnformation, and Other Assurance and Related Services Engagement::;.

Opi11iu11

L3ased u11 exa111i11a1iun oi'buoks oi'accoun1s and other r.:lcvant records/documents, we hereby certify

that:

aJ NTPC Li 111 i1..:d has vide its Bua rel J<.esul utiun and in J'unnation memorandum/ offer document

a11d u11cl..:r v,1riuus l)eb..:1llure Trust IJ..:.:ds, l1as issued listed debt securi1ies oulsLancling as at 30-

09-2021 placed as Annexure-1.

bJ /\sset Cover li:lr lis1.:cl tkbt securi1ies:

1. The Jinancial information as on 30-09-2021 has been ex1racted from the books of accounts

for the period ended 30-09-2021 and ocher relevant records of the listed entity.

11. The asst:ts or the listed entity provide coverage of 150% of the interest and principal amount,

which is in accordanct: wi1h the terms or issue/ cleben1ure trus1 deed (calculation as per

sw1emc:n1 of asse1 covi.:r ratio lor the S.:cured debt securities-Table- I)

111. The total assets or 1he listed entity provide coverage of 168% of the principal, which is in

accordance with the terms or issue ( calculation· as per statement of asset coverage ratio

available for 1he unsecured debt securities-Table-II) (as per requirement of Regulation 54

read with Regulation 56( I )(d) of LODR Regulations).

S.N. Dhawan & CO LLP is registered with limited liability with identification number MH-1125 and its registered office is 108, Mercantile House, 15, Kasturba Gandhi Mar

New Delhi 110001, India

Table-I Sr. Particulars Amount No. (Rs. in

Crore) i. Total assets available for secured Debt Securities' - (secured by pari passu A 57,688.34

charge on assets) (mention the share of Debt Securities' charge holders) • Property Plant & Equipment (Fixed assets) - 57,688.34

movable/immovable property etc.• Loans /advances given (net of provisions, NPAs and sell down -

portfolio), Debt Securities, other credit extended etc.• Receivables including interest accrued on Term loan/Debt -

Securities etc.• Investment(s) -

• Cash and cash equivalents and other current/ Non-current assets -

ii. Total borrowing through issue of secured Debt Securities (secured by pari passu charge on assets)

B 38,498.53

• Debt Securities (Provide details as per table below) 38,500.83 • IND - AS adjustment for effective Interest rate on secured Debt (2.30) Securities• Interest accrued and payable on secured Debt Securities -

iii. Asset Coverage Ratio Al 150% (100% or higher as per the terms of offer document/information B memorandum/ debenture trust deed)

ISIN wise details s. ISIN Facility Type of Outstanding Cover Assets Required

No. charge Amount as Required on 30-09-2021

Placed as Annexure-11

Table - II s. Particulars Amount

No. �s. in rore)

i. Net assets of the listed entity available for unsecured lenders (Property A 221,470.11

Plant & Equipment (excluding intangible assets and prepaid expenses) + Investments+ Cash & Bank Balances+ Other current/ Non-current assets excluding deferred tax assets (-) Total assets available for secured lenders/creditors on pari passu/exclusive cJ1arge basis under the above heads (-) unsecured current/ non-current liabilities (-) interest accrued & oavable on unsecured borrowings)

i1. I otal Borrowings (unsecured) B 131,613.90 • Term loan 66,011.53 • Non-convertible Debt Securities 18 870.10 • CCI OD Limits 4,570.91 • Other Borrow1 ngs 42,485.37

• IND - AS adjustment for effective Interest rate on(324.01) unsecured borrowings

iii. Assets Coverage Ratio (A/B) 168% �<;:> ( I 00% or higher as per the terms of Offer Document/[nformation

Memorandum/ Debenture Trust Deed) 0

c) Compliance of all the covenants/terms of the issue in respect of listed debt securities of the

listed entity

We have examined the compliances made by NTPC Limited in respect of the covenants/terms of

the issue of the listed debt securities (NC D's) and certify that such covenants/terms of the issue

have been complied by NTPC Limited.

The above certificate has been given on the basis of information provided by the Management and the records produced before us for verification.

Restriction on Use This certificate has been issued to the management of NTPC Limited to comply with requirements ofLODR Regulations. Our certificate should not be used for any other purpose or by any person other than the Company. Accordingly, we do not accept or assume any liability or duty of care to any other person to whom this certificate is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Date: 28 October 2021 Place: New Delhi

For S. N. Dhawan & Co LLP Chartered Accountants

Firm Registration No. 000050N/N500045

UDIN:

Partner Membership No. 505269

2 I �O .C2 '- 9 MAA 13 0 '1-:,tJ1

Annexure-1

ISIN Private Placement/ Public Secured/ Outstanding A.mount Issue/Bonus Debentures Unsecured (Rs. in crore'

INE733E07EF8 Private Secured 5.0000 !N'E733E07GN7 Private Secured 5.0000 !NE733E07HH7 Secured Private 5.0000 !NE733E07EV5 Private Secured 5.0000 INE733E07CM8 Private Secured 7.0000 INE733E07IB8 Private Secured 5.0000 INE733E07FK5 Private Secured 7.0000 INE733E07DC7 Private Secured 10.0000' INE733E07IQ6. Private 'secured 5.0000 INE733E07FZ3 Private Secured 5.0000 INE733E07DR5 Private Secured 8.0000 INE733E07JB6 Private Secured 390.0000 !NE733E07EG6 Private Secured 5.0000 INE733E07G05 Private Secured 5.0000 !NE733E07GY4 Private Secured 100.0000 !NE733E07Hl5 Private Secured 5.0000 INE733E07JC4 Private Secured 300.0000 !NE733E07EW3 Private Secured 5.0000 INE733E07CN6 Private Secured 7.0000 INE733E07JD2 Private Secured 200.0000 INE733E07HS4 Private Secured 100.0000 !NE733E07IC6 Private Secured 5.0000 INE733E07FL3 Private Secured 7.0000 INE733E07DD5 Private Secured 10.0000 INE733E07IR4 Private Secured 5.0000 INE733E07GA4 Private Secured 5.0000 INE733E07DS3 Private Secured 8.0000 INE733E07EH4 Private Secured 5.0000 !NE733E07GP2 Private Secured 5.0000 INE733E07GZ1 Private Secured 100.0000 INE733E07HJ3 Private Secured 5.0000 INE733E07EX I Private Secured 5.0000 INE733E07C04 Private Secured 7.0000 INE733E07HT2 Private Secured 100.0000 INE733E07ID4 Private Secured 5.0000 INE733E07FMI Private Secured 7.0000 INE733 E07DE3 Private Secured 10.0000 INE733E07IS2 Private Secured 5.0000 !NE733E07GB2 Private Secured 5.0000 INE733IE07DT1 Private Secured 8.0000

INE733 E07 J09 Private Secured 1000.0000 INE733E07El2 Private Secured 5.0000

INE733E07GQO Private Secured 5.0000 INE733E07HA2 Private Secured 100.0000 INE733E07HKI Private Secured 5.0000 INE733E07EY9 Private Secured 5.0000 !NE733E07CP I Private Secured 7.0000

INE733E07HUO Private Secured 100.0000


INE733E07FN9 Private Secured 7.0000

INE733E07DFO Private Secured 10.0000

INE733E07ITO Private Secured 5.0000

INE733E07GCO Private Secured 5.0000

INE733E07DU9 Private Secured 8.0000

INE733E07EJO Private Secured 5.0000

INE733E07GR8 Private Secured 5.0000

INE733E07HBO Private Secured 100.0000

INE733E07HL9 Private Secured 5.0000

INE733E07EZ6 Private Secured 5.0000

INE733E07CQ9 Private Secured 7.0000

INE733E07HV8 Private Secured 100.0000

INE733E07IF9 Private Secured 5.0000

INE733E07F07 Private Secured 7.0000

INE733E07DG8 Private Secured 10.0000

INE733E07IU8 Private Secured 5.0000

INE733E07GD8 Private Secured 5.0000

INE733E07DV7 Private Secured 8.0000

INE733E07EK8 Private Secured 5.0000

INE733E07GS6 Private Secured 5.0000

INE733E07HC8 Private Secured 100.0000

INE733E07HM7 Private Secured 5.0000

INE733E07FA6 Private Secured 5.0000

INE733E07CR7 Private Secured 7.0000

INE733E07HW6 Private Secured 100.0000

INE733E07IG7 Private Secured 5.0000

INE733E07FP4 Private Secured 7.0000

INE733E07DH6 Private Secured 10.0000

INE733E07IV6 Private Secured 5.0000

INE733E07GE6 Private Secured 5.0000

INE733E07DW5 Private Secured 8.0000

INE733E07EL6 Private Secured 5.0000

INE733E07GT4 Private Secured 5.0000

INE733E07HN5 Private Secured 5.0000

INE733 E07FB4 Private Secured 5.0000

INE733 E07CS5 Private Secured 7.0000

INE733E071H5 Private Secured 5.0000

INE733E07FQ2 Private Secured 7.0000

1NE733E07Dl4 Private Secured 10.0000

INE733E07IW4 Private Secured 5.0000

INE733E07GF3 Private Secured 5.0000

INE733E07DX3 Private Secured 8.0000

INE733E07EM4 Private Secured 5.0000

INE733E07GU2 Private Secured 5.0000

INE733E07H03 Private Secured 5.0000

INE733E07FC2 Private Secured 5.0000

INE733E07CT3 Private Secured 7.0000

INE733E07II3 Private Secured 5.0000

INE733E07FRO Private Secured 7.0000

INE733E07DJ2 Private Secured 10.0000

INE733E071X2 Private Secured 5.0000

INE733E07GG I Private Secured 5.0000

INE733E07DY I Private Secured 8.0000

INE733E07EN2 Private Secured 5.0000

INE733E07GVO Private Secured 5.0000

INE733E07HPO Private Secured 5.0000

INE733E07FDO Private Secured 5.0000

INE733E07CU I Private Secured 7.0000

INE733E071J 1 Private Secured 5.0000

INE733E07FS8 Private Secured 7.0000

INE733E07DKO Private Secured 10.0000

INE733E07IYO Private Secured 5.0000

INE733E07GH9 Private Secured 5.0000

INE733E07DZ8 Private Secured 8.0000

INE733E07EOO Private Secured 5.0000

INE733E07GW8 Private Secured 5.0000

INE733E07HQ8 Private Secured 5.0000

INE733E07FE8 Private Secured 5.0000

INE733E071K9 Private Secured 5.0000

INE733E07FT6 Private Secured 7.0000

INE733E07IZ7 Private Secured 5.0000

1NE733E07GI7 Private Secured 5.0000

INE733E07GX6 Private Secured 5.0000

INE733E07HR6 Private Secured 5.0000

INE733E07IL7 Private Secured 5.0000

INE733E07JA8 Private Secured 5.0000

INE733E07KH I Private Secured 700.0000

INE733E07KK5 Private Secured 3056.5000


INE733E08l48 Private Unsecured 4374.1000

INE733E07JEO Public Secured 488.0265

INE733E07JH3 Public Secured 208.6391

INE733E07JK7 Private Secured 75.0000

INE733E07JNI Private Secured 750.0000


INE733 E07 JP6 Bonus Debentures Secured 4122.7322

INE733E07JQ4 Private Secured 300.0000

INE733E07JR2 Public Secured 108.3767

INE733E07JU6 Public Secured 65.9643

INE733E08 I 63 Private Unsecured 4000.0000

INE733E07JXO Private Secured 500.0000

INE733E07KA6 Private Secured 1000.0000

INE733E07KC2 Private Secured 357.5000

INE733E07KE8 Private Secured 800.0000

INE733E07KF5 Private Secured 670.0000

INE733E07JF7 Public Secured 249.9459

INE733E07JI1 Public Secured 91.3928 � INE733 E07KJ7 Private Secured 4000.0009, v�. -�

INE733E07JL5 Private Secured 105.0000

INE733E07KL3 Secured ,

4300.0ooo· Private INE733E07JSO Public Secured t'29.0476

INE733E07JV4 Public Secured 48.2959

INE733E08 l 55 Private Unsecured 1000.0000

INE733E07KDO Private Secured 357.5000

INE733E07KG3 Private Secured 700.0000

INE733E07KJ9 Private Secured 3925.0000

INE733E07JG5 Public Secured 312.0276

INE733E07JJ9 Public Secured 399.9681

INE733E07JM3 Private Secured 320.0000

INE733E07JT8 Public Secured 182.5757

INE733 E07 JW2 Public Secured 165.7398

lNE733E0817l Private Unsecured 2500.0000


INE733E08 I 97 Private Unsecured 3000.0000

S.No. ISIN Facility Type of charge

I INE733E07CB I Non-convertible Debt Securities Pari-passu 2 INE733E07CB I Non-convertible Debt Securities Pari-passu 3 INE733E08130 Non-convertible Debt Securities Pari-passu 4 INE733E07CB 1 Non-convertible Debt Securities Pari-passu 5 INE733E07EF8 Non-convertible Debt Securities Pari-passu

INE733E07GN7 Non-convertible Debt Securities Pari-passu 7 INE733E07HH7 Non-convertible Debt Securities Pari-passu 8 INE733E07EV5 Non-convertible Debt Securities Pari-passu 9 INE733E07CM8 Non-convertible Debt Securities Pari-passu 10 INE733E071B8 Non-convertible Debt Securities Pari-passu 11 INE733E07FK5 Non-convertibie Debt Securities Pari-passu 12 INE733E07DC7 Non-convertible Debt Securities Pari-passu 13 INE733E07IQ6 Non-convertible Debt Securities Pari-passu 14 INE733E07FZ3 Non-convertible Debt Securitfes Pari-passu 15 INE733E07DR5 Non-convertible Debt Securities Pari-passu 16 INE733E07JB6 Non-convertible Debt Securities Pari-passu 17 INE733E07EG6 Non-convertible Debt Securities Pari-passu 18 INE733E07G05 Non-convertible Debt Secudties Pari-passu 19 INE73'3E07GY 4 Non-convertible Debt Securities Pari-passu 20 INE733E07Hl5 Non-convertible Debt Securities Pari-passu 21 INE733E07JC4 Non-convertible Debt Securities Pari-passu 22 INE733E07EW3 Non-convertible Debt Securities Pari-passu 23 INE733E07CN6 Non-convertible Debt Securities Pari-passu 24 INE733E07JD2 Non-convertible Debt Securities Pari-passu 25 INE733E07HS4 Non-convertible Debt Securities Pari-passu 26 INE733E071C6 Non-convertible Debt Securities Pari-passu 27 INE733E07FL3 Non-convertible Debt Securities Pari-passu 28 INE733E07DD5 Non-convertible Debt Securities Pari-passu 29 INE733E071R4 Non-convertible Debt Securities Pari-passu 30 INE733E07GA4 Non-convertible Debt Securities Pari-passu 31 INE733E07DS3 Non-convertible Debt Securities Pari-passu 32 INE733E07EH4 Non-convertible Debt Securities Pari-passu 33 INE733E07GP2 Non-convertible Debt Securities Pari-passu 34 INE733E07GZ1 Non-convertible Debt Securities Pari-passu 35 INE733E07HJ3 Non-convertible Debt Securities Pari-passu 36 INE733E07EX I Non-convertible Debt Securities Pari-passu 37 INE733E07C04 N·on-convertible Debt Securities Pari-passu 38 INE733E07HT2 Non-convertible Debt Securities Pari-passu 3'9 INE733E07ID4 Non-convertible Debt Securities Pari-passu 40 INE733E07FM 1 Non-convertible Debt Securities Pari-passu 41 INE733E07DE3 Non-convertible Debt Securities Pari-passu 42 INE733E071S2 Non-convertible Debt Securities Pari-passu 43 INE733E07G82 Non-convertible Debt Securities Pari-passu 44 INE733E07DT1 Non-convertible Debt Securities Pari-passu 45 INE733E07J09 Non-convertible Debt Securities Pari-passu 46 INE733E07El2 Non-convertible Debt Securities Pari-passu 47 INE733E07GQO Non-convertible Debt Securities Pari-passu 48 INE733E07HA2 Non-convertible Debt Securities Pari-passu 49 INE733E07HK I Non-convertible Debt Securities Pari-passu 50 INE733E07EY9 Non-convertible Debt Securities Pari-passu 51 INE733E07CP 1 Non-convertible Debt Securities Pari-passu 52 INE733E07HUO Non-convertible Debt Securities Pari-passu 53 INE733E071E2 Non-convertible Debt Securities Pari-passu

Outstanding

amount as Cover

on 30-09- Required

2021

70.00 1.00 70.00 1.00 50.00 1.25 70.00 Loo 5.00 1.00 5.00 1.00 5.00 1.00 5.00 1.00 7.00 1.00 5.00 1.00

1:00 1.00 10.00 1.00 5.00 1.00 5.00 1.06 8.00 1.00

390.00 1.00 5.00 1.00 5.00 1.00

100.00 i.oo 5.00 1.00

300.00 1.00 5.00 1.00 7.00 1.00

200.00 1.00 oo.·oo 1.00 5.00 1.00 7.00 1.00

10.00 1.00 5.00 1.00 5.00 1.00 8.00 1.00 5.00 1.00 5.00 1.00

100.00 1.00 5.00 1.00 5.00 1.00 7.00 1.00

100.00 1.00 5.00 1.00 7.00 1.00

10.00 1.06 5.00 1.00 5.00 1.00 8.00 1.00

1,000.00 1.00 5.00 1.00 5.00 1.00

100.00 1.00 5.00 1.00 5.00 1.00 7.00 1.00

100.00 1.00 5.00 1.00

Annexure-11

Assets

Required

70.00 70.00 62.50 70.00 5.00 5.00 5.00 5.00 7.00 5.00

7.00 10.00 5.00 5.00 8.00

390.0.0 5.00 5.00

100.00 5.00

300.00 5.00 7.00

200.00 100.00·

5.00 7.00

10.00 5.00 5.00 8.00

5.00 5.00

100.00 5.00

5.00 7.00

100.00 5.00

7.00 10.00 5.00

5.00 8.00

1,000.00 5.00

5.00

100.00 5.00 5.00 7.00

100»1:1;' J/5..b]y

- -.

':NAN <f.... co

Ii( W:> �I'Y, '!')

54 INE733E07FN9 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 55 INE733E07DFO Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 56 INE733E07ITO Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 57 INE733E07GCO Non-convertible De

0

bt Securities Pari-passu s:oo 1.00 5.00 58 INE733EOiDU9 Non-convertible Debt Securities Pari-passu 8.00 1.00 8.00 59 INE733E07EJO Non:convertible Debt Securities Pari-passu 5.00 1.00 5.00 60 INE733E07GR8 Non-convertible Debt Securities Pari-passu .S.00 1.00 s.6061 INE733E07HBO Non-convertible Debt Securities Pari-passu 100.00 1.00 100.00 62 INE733E07HL9 Non-convertible Debt Securi'ties

-

Par·i-passu 5.00 1.00· 5.00 63 INE733E07EZ6 Non-convertible Debt Securities Pari-passu s".oo 1.00 5.00 64 INE733E07CQ9 Non-convertible Debt Securities Pari-passu 7.00 1.00 ioo 65 INE73:lE07HV8 Non-convertible Debt Securities Pari-passu 100.00 1.00 100.00 66 INE733E07IF9 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 67 INE733E07F07 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 68 INE733E07D08 Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 69 INE733E071U8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 70 INE733E07GD8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 71 INE733E07DV7 Non-convertible Debt Securities Pari-passu 8.00 1.00 8.00

72 INE73jE07EK8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 73 INE733E07GS6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 74 INE733E07Hc'8 Non-convertible Debt Securities Pari-passu 100.00 1.00 100.00 75 INE733E07HM7 Non-convertible Debt Securities Pari-passu 5:00 1.00 5.00 76 INE733E07F A6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 77 INE733E07CR7 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 78 INE733E07HW6 Non-convertible Debt Securities Pari-passu 100.00 1.00 100.00 i9 INE733E071G7 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 80 INE733E07FP4 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 81 INE733E07DH6 Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 82 INE733E071V6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 83 INE733E07GE6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 84 INE733E07DW5 Non-convertible Debt Securities Pari-passu 8.00 1.00 8.00

85 INE733E07EL6 Non-convertible Debt Securities Pari-passu > 5.00 1.00 5.00 86 INE733E07GT4 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 87 INE733E07HN5 Non-convertible Debt Securities Pari-passu 5:00 1.00 5.00 88 INE733E07FB4 Non-convertible Debt Securities Pari-passu 5:00 1.00 5.00 89 INE733E07CS5 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 90 INE733E071H5 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 91 INE733E07FQ2 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 92 INE733E070I4 Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 93 INE733E071W4 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 94 INE733E07GF3 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 95 INE733E07DX3 Non-convertible Debt Securities Pari-passu 8.00 1.00 8.00 96 INE733E07EM4 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 97 INE733E07GU2 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 98 INE733E07H03 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 99 INE733E07FC2 Non-convertible Debt Securities Pari-passu s:oo 1.00 5.00 100 INE733E07CT3 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 101 INE733E07113 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 102 INE733E07FRO Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 103 INE733E07DJ2 Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 104 INE733E071X2 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 105 INE733E07GG I Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 106 INE733E07DY I Non-convertible Debt Securities Pari-passu 8.00 1.00 8.00 107 INE733E07EN2 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 108 INE733E07GVO Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 109 INE733E07HPO Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 110 INE733E07FDO Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 , 111 INE733E07CUI Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00(;

112 INE733E07IJI Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 1'13 INE733E07FS8 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 114 INE733E07DKO Non-convertible Debt Securities Pari-passu 10.00 1.00 10.00 115 INE733E071YO Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 116 INE733E07GH9 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 117 INE733E07DZ8 Non-convertible Debt Securities Pari-passu 8.00 1.00 8.00

118 INE733E07EOO Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 119 INE733E07GW8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 120 INE733E07HQ8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 121 INE733E07FE8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 122 INE733E07IK9 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 123 INE733E07FT6 Non-convertible Debt Securities Pari-passu 7.00 1.00 7.00 124 INE733E071Z7 Non-convertible Debt Securities Pari-passu s:oo 1.00 5.00 125 INE733E07Gl7 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 126 INE733E07GX6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 127 INE733E07HR6 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 128 INE733E07£L7 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 129 INE733E07 JA8 Non-convertible Debt Securities Pari-passu 5.00 1.00 5.00 130 INE733E07KHI Non-convertible Debt Securities Pari-passu 700.00 1.00 700.00 131 INE733E07KK5 Non-convertible Debt Securities Pari-passu 3,056.50 1.00 3,056.50 132 INE733E07JP6 Non-convertible Debt Securities Pari-passu 2,061.37 1.00 2,061.37 133 INE733E07JEO Non-convertible Debt Securities Pari-passu 488.03 1.00 488.03

134 INE733E07JH3 Non-convertible Debt Securities Pari-passu 208.64 1.00 208.64 135 INE733E07JK7 Non-convertible Debt Securities Pari-passu 75.00 1.00 75.00 136 INE733E07 JN I Non-convertible Debt Securities Pari-passu 750.00 1.00 750.00 137 INE733E07JP6 Non-convertible Debt Securities Pari-passu 4,122.73 1.00 4,122.73 138 INE733E07JP6 Non-convertible Debt Securities Pari-passu 4,122.73 1.00 4,122.73 139 INE733E07 JQ4 Non-convertible Debt Securities Pari-passu 300.00 1.00 300.00 140 INE733E07 JR2 Non-convertible Debt Securities Pari-passu 108.38 1.00 108.38

141 INE733E07JU6 Non-convertible Debt Securities Pari-passu 65.96 1.00 65.96 142 INE733E07JXO Non-convertible Debt Securities Pari-passu 500.00 1.00 500.00 143 INE733E07KA6 Non-convertible Debt Securities Pari-passu l ,U00.00 1.00 1,000.00 144 INE733E07KC2 Non-convertible Debt Securities Pari-passu 357.50 1.00 357.50 145 INE733E07KE8 Non-convertible Debt Securities Pari-passu 800.00 1.00 800.00

146 INE733E07KF5 Non-convertible Debt Securities Pari-passu 670.00 1.00 670.00 147 INE733E07JF7 Non-convertible Debt Securities Pari-passu 249.95 1.00 249.95

148 INE733E07JI I Non-convertible Debt Securities Pari-passu 91.39 1.00 91.39

149 INE733E07KJ7 Non-convertible Debt Securities Pari-passu 4,000.00 1.00 4,000.00

150 INE733E07JL5 Non-convertible Debt Securities Pari-passu 105.00 1.00 105.00

151 INE733E07KL3 Non-convertible Debt Securities Pari-passu 4,300.00 1.00 4,300.00 152 INE733E07JSO Non-convertible Debt Securities Pari-passu 129.05 1.00 129.05 153 INE733E07JV4 Non-convertible Debt Securities Pari-passu 48.30 1.00 48.30 154 INE733E07KDO Non-convertible Debt Securities Pari-passu 357.50 1.00 357.50 155 INE733E07KG3 Non-convertible Debt Securities Pari-passu 700.00 1.00 700.00 156 INE733E07K19 Non-convertible Debt Securities Pari-passu 3,925.00 1.00 3,925.00 157 INE733E07 JGS Non-convertible Debt Securities Pari-passu 312.03 1.00 312.03

158 INE733E07JJ9 Non-convertible Debt Securities Pari-passu 399.97 1.00 399.97 159 INE733E07JM3 Non-convertible Debt Securities Pari-passu 320.00 1.00 320.00

160 INE733E07JT8 Non-convertible Debt Securities Pari-passu . 82.58 1.00 182.58

161 INE733E07 JW2 Non-convertible Debt Securities Pari-passu 165.74 1.00 165.74

Rs. in CroreParticulars As at

31 March 2021As at

31 March 2020As at

31 March 2019

ASSETSNon-current assets

Property, plant and equipment 1,63,892.12 1,56,273.02 1,25,290.68 Capital work-in-progress 75,343.60 73,066.76 90,808.89 Intangible assets 556.74 538.28 329.94 Intangible assets under development 94.90 292.52 397.80 Financial assets

Investments in subsidiary and joint venture companies 28,028.57 26,350.61 13,054.02 Other investments 97.08 50.28 91.92 Loans 1,498.12 600.26 544.38 Other financial assets 1,188.84 1,403.60 1,424.29

Other non-current assets 13,790.02 11,464.50 13,269.30 Total non-current assets 2,84,489.99 2,70,039.83 2,45,211.22

Current assets Inventories 9,178.94 10,731.86 7,988.02 Financial assets

Investments 499.99 - -Trade receivables 13,701.72 15,615.19 8,433.86 Cash and cash equivalents 90.05 20.37 24.38 Bank balances other than cash and cash equivalents 2,248.41 2,188.74 2,119.96 Loans 416.82 308.56 305.79 Other financial assets 12,921.88 11,579.16 8,331.84

Other current assets 8,527.87 8,060.98 14,929.89 Total current assets 47,585.68 48,504.86 42,133.74

Regulatory deferral account debit balances 11,143.72 9,122.76 3,406.00 TOTAL ASSETS 3,43,219.39 3,27,667.45 2,90,750.96

EQUITY AND LIABILITIESEquity

Equity share capital 9,696.67 9,894.56 9,894.56 Other equity 1,09,288.82 1,03,674.88 97,513.61

Total equity 1,18,985.49 1,13,569.44 1,07,408.17

LiabilitiesNon-current liabilities

Financial liabilitiesBorrowings 1,51,229.62 1,46,538.70 1,19,698.08 Trade payables

Total outstanding dues of micro and small enterprises 13.78 10.35 6.41 Total outstanding dues of creditors other than micro and small enterprises 66.23 57.66 41.76

Other financial liabilities 1,390.67 652.24 1,314.29 Provisions 826.25 826.74 588.74 Deferred tax liabilities (net) 9,160.99 8,093.98 4,200.14 Other non-current liabilities 1,111.81 541.88 -

Total non-current liabilities 1,63,799.35 1,56,721.55 1,25,849.42

Current liabilitiesFinancial liabilities

Borrowings 12,859.74 14,049.36 15,376.09 Trade payables

Total outstanding dues of micro and small enterprises 378.31 495.70 353.41 Total outstanding dues of creditors other than micro and small enterprises 6,804.16 8,504.93 7,197.53

Other financial liabilities 30,051.74 23,715.74 24,902.27 Other current liabilities 1,070.14 1,299.26 684.34 Provisions 7,276.05 6,639.17 6,840.36

Total current liabilities 58,440.14 54,704.16 55,354.00

Deferred revenue 1,994.41 2,672.30 2,139.37

TOTAL EQUITY AND LIABILITIES 3,43,219.39 3,27,667.45 2,90,750.96

NTPC LIMITEDSTANDALONE BALANCE SHEET

Rs. in CroreParticulars For the year

ended 31 March 2021

For the yearended

31 March 2020

For the yearended

31 March 2019

IncomeRevenue from operations 99,206.72 97,700.39 90,307.43 Other income 4,345.99 2,778.02 1,872.13 Total income 1,03,552.71 1,00,478.41 92,179.56

ExpensesFuel cost 52,849.64 54,241.82 52,493.74 Electricity purchased for trading 3,031.25 2,776.44 2,713.68 Employee benefits expense 4,942.19 4,925.60 4,779.89 Finance costs 7,459.03 6,781.97 4,716.74 Depreciation and amortization expenses 10,411.80 8,622.85 7,254.36 Other expenses 9,580.28 8,663.81 7,548.63 Total expenses 88,274.19 86,012.49 79,507.04

Profit before exceptional items, tax and regulatory deferral account balances 15,278.52 14,465.92 12,672.52 Exceptional items 1,363.00 - - Profit before tax and regulatory deferral account balances 13,915.52 14,465.92 12,672.52 Tax expense

Current tax 723.23 5,153.46 2,849.12 Deferred tax 1,202.16 4,028.49 -5,767.83

Total tax expense 1,925.39 9,181.95 -2,918.71 Profit before regulatory deferral account balances 11,990.13 5,283.97 15,591.23

Net movement in regulatory deferral account balances (net of tax)1,779.39 4,828.84 -3,841.34

Profit for the year 13,769.52 10,112.81 11,749.89

Other comprehensive incomeItems that will not be reclassified to profit or loss

Net actuarial gains/(losses) on defined benefit plans -139.33 -346.04 -235.98 Net gains/(losses) on fair value of equity instruments 46.80 -41.64 -16.74

Income tax on items that will not be reclassfied to profit or loss Net actuarial gains/(losses) on defined benefit plans 24.34 60.46 50.85

Other comprehensive income for the year, net of income tax -68.19 -327.22 -201.87

Total comprehensive income for the year 13,701.33 9,785.59 11,548.02

Earnings per equity share (Par value Rs.10/- each)Basic & Diluted (in Rs.) (including net movement in regulatory deferral account balances) 13.99 10.22 11.88 Basic & Diluted (in Rs.) (excluding net movement in regulatory deferral account balances) 12.18 5.34 15.76

STANDALONE STATEMENT OF PROFIT AND LOSS

NTPC LIMITED

STANDALONE STATEMENT OF CASH FLOWS Rs. in CroreParticulars For the year ended

31 March 2021 For the year ended

31 March 2020For the year ended

31 March 2019

A. CASH FLOW FROM OPERATING ACTIVITIESProfit before tax 15278.52 14465.92 12672.52Add: Net movement in regulatory deferral account balances (net of tax) 1779.39 4828.84 (3841.34)Add: Tax on net movement in regulatory deferral account balances 376.72 1022.31 (1055.13)Profit before tax including movement in regulatory deferral account balances 17434.63 20317.07 7776.05

Adjustment for:Depreciation and amortisation expense 10411.80 8622.85 7254.36Provisions 914.65 265.73 1150.07Special rebate to beneficiaries - exceptional item (1363.00) - -Deferred revenue on account of advance against depreciation - - (74.35)Deferred revenue on account of government grants 568.49 33.07 (39.03)Deferred foreign currency fluctuation asset 514.87 (1033.89) (251.53)Deferred income from foreign currency fluctuation (416.71) 1289.12 371.78 Regulatory deferral account debit balances (2156.11) (5851.15) 4896.47 Fly ash utilisation reserve fund 9.60 (48.15) 5.42 Exchange differences on translation of foreign currency cash and cash equivalents - 0.03 0.01 Finance costs 7402.24 6730.26 4699.00Unwinding of discount on vendor liabilities 56.79 51.71 17.74Interest income/Late payment Surcharge/Income on investments (2412.94) (1686.42) (67.65)Dividend income (1283.19) (210.40) (124.19)Provisions written back (132.04) (471.04) (316.22)Loss on disposal of non-current investments 139.75 - -Profit on de-recognition of property, plant and equipment (3.34) (12.25) (2.72)Loss on de-recognition of property, plant and equipment 133.47 59.96 173.84


Adjustment for:Trade receivables 964.98 (6253.92) (855.89)Inventories 2213.39 (2206.69) (1607.99)Trade payables, provisions, other financial liabilities and other liabilities (900.12) 1523.80 588.34Loans, other financial assets and other assets (2303.35) 3367.43 (4410.69)

Cash generated from operations 29793.86 24487.12 19182.82

Income taxes (paid) / refunded (2736.08) (2903.14) (3025.54) Net cash from/(used in) operating activities - A 27057.78 21583.98 16157.28

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of property, plant and equipment & intangible assets (18307.09) (14523.88) (17701.26)Payment for business acquisition - - (2145.33)Disposal of property, plant and equipment & intangible assets 26.18 63.62 71.06Investment in mutual funds (499.99) - -Investment in subsidiaries and joint venture companies (1645.16) (13317.48) (3051.35)Loans and advances to subsidiaries (866.19) (46.32) (17.65)Interest income/Late payment Surcharge/Income on investments received 3366.11 768.97 55.93Dividend received 1283.19 210.40 124.19Income tax paid on income from investing activities (634.33) (323.41) (39.46)Bank balances other than cash and cash equivalents (64.35) (78.74) 1809.65

Net cash from/(used in) investing activities - B (17341.63) (27246.84) (20894.22)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from non-current borrowings 30431.12 28775.62 24844.83Repayment of non-current borrowings (20364.45) (7667.17) (13839.47)Proceeds from current borrowings (1189.62) (1326.73) 8875.77Payment of lease obligations (42.57) (42.77) (8.51)Interest paid (10186.07) (10503.90) (9248.74)Buy back of Equity Share Capital (2763.82) - -Dividend paid (5531.06) (2968.37) (4922.55)Tax on dividend (607.80) (1000.49)

Net cash from/(used in) financing activities - C (9646.47) 5658.88 4700.84

D. Exchange differences on translation of foreign currency cash and cash equivalents 0.00 (0.03) (0.01)

Net increase/(decrease) in cash and cash equivalents (A+B+C+D) 69.68 (4.01) (36.11)

Cash and cash equivalents at the beginning of the year 20.37 24.38 60.49Cash and cash equivalents at the end of the year 90.05 20.37 24.38

NTPC LIMITED

CONSOLIDATED BALANCE SHEET Rs. in CroreParticulars As at

31 March 2021As at

31 March 2020As at

31 March 2019

ASSETSNon-current assets

Property, plant and equipment 2,02,598.05 1,87,176.46 1,50,555.42 Capital work-in-progress 97,404.16 98,210.94 1,17,998.23 Intangible assets 647.13 626.33 429.11 Intangible assets under development 101.87 297.53 398.63 Investments accounted for using the equity method 9,992.18 9,256.31 8,040.39 Financial assets

Investments 97.08 50.28 91.92 Loans 554.97 511.08 476.13 Other financial assets 1,092.84 1,206.32 1,302.70

Deferred tax assets (net) 1,075.89 1,096.60 - Other non-current assets 17,031.51 14,092.61 15,494.22

Total non-current assets 3,30,595.68 3,12,524.46 2,94,786.75

Current assets Inventories 9,809.60 11,138.54 8,251.62 Financial assets

Investments 499.99 - - Trade receivables 17,718.07 20,314.59 12,363.52 Cash and cash equivalents 950.02 589.52 323.74 Bank balances other than cash and cash equivalents 3,437.78 2,624.77 2,609.69 Loans 259.13 252.67 248.16 Other financial assets 14,991.26 13,081.12 9,081.24

Current tax assets (net) 64.70 60.96 23.21 Other current assets 9,086.70 8,501.08 15,345.20

Total current assets 56,817.25 56,563.25 48,246.38

Regulatory deferral account debit balances 11,553.28 9,397.73 3,628.03 TOTAL ASSETS 3,98,966.21 3,78,485.44 3,46,661.16

EQUITY AND LIABILITIESEquity

Equity share capital 9,696.67 9,894.56 9,894.56 Other equity 1,16,041.80 1,08,944.60 1,01,461.65

Total equity attributable to owners of the Company 1,25,738.47 1,18,839.16 1,11,356.21 Non-controlling interests 3,523.71 3,317.19 2,908.20 Total equity 1,29,262.18 1,22,156.35 1,14,264.41

LiabilitiesNon-current liabilities

Financial liabilitiesBorrowings 1,81,271.91 1,76,020.02 1,47,063.71 Trade payables

Total outstanding dues of micro and small enterprises 13.78 10.35 6.41 Total outstanding dues of creditors other than micro and small enterprises 66.35 57.75 41.80

Other financial liabilities 2,089.14 1,404.45 1,977.80 Provisions 1,042.39 1,085.02 1,141.73 Deferred tax liabilities (net) 9,887.82 8,715.42 3,928.11 Other non-current liabilities 1,996.47 1,551.13 -

Total non-current liabilities 1,96,367.86 1,88,844.14 1,54,159.56

Current liabilitiesFinancial liabilities

Borrowings 15,964.62 16,556.23 17,368.85 Trade payables

Total outstanding dues of micro and small enterprises 404.12 512.24 365.02 Total outstanding dues of creditors other than micro and small enterprises 8,322.16 9,596.34 8,249.30

Other financial liabilities 36,301.39 28,646.96 40,173.22 Other current liabilities 1,949.50 1,856.19 1,079.56 Provisions 8,113.60 7,372.06 7,308.41 Current tax liabilities (net) 17.50 1.71 108.19

Total current liabilities 71,072.89 64,541.73 74,652.55

Deferred revenue 2,263.28 2,943.22 3,584.64

TOTAL EQUITY AND LIABILITIES 3,98,966.21 3,78,485.44 3,46,661.16

- - -

NTPC Limited

CONSOLIDATED STATEMENT OF PROFIT AND LOSS Rs. in CroreParticulars For the year ended



31 March 2019

IncomeRevenue from operations 1,11,531.15 1,09,464.04 1,00,286.54 Other income 4,015.68 2,908.54 2,246.51 Total income 1,15,546.83 1,12,372.58 1,02,533.05

ExpensesFuel cost 56,099.26 57,185.62 54,395.78 Electricity purchased for trading 5,049.42 5,185.95 5,288.12 Employee benefits expense 5,953.93 5,830.48 5,816.65 Finance costs 9,224.14 8,116.85 5,604.65 Depreciation, amortization and impairment expense 12,450.31 10,356.16 8,669.03 Other expenses 10,454.71 9,725.41 8,105.12 Total expenses 99,231.77 96,400.47 87,879.35

Profit before share of profits of joint ventures accounted for using equity method, tax and regulatory deferral account balances

16,315.06 15,972.11 14,653.70

Add: Share of profits of joint ventures accounted for using equity method 683.87 405.40 672.17 Profit before exceptional items, tax and regulatory deferral account balances 16,998.93 16,377.51 15,325.87 Exceptional items 1,512.19 Profit before tax and regulatory deferral account balances

15,486.74 16,377.51 15,325.87 Tax expense

Current tax 1,091.06 5,526.53 3,287.44 Deferred tax 1,329.47 3,821.01 -6,067.38

Total tax expense 2,420.53 9,347.54 -2,779.94

Profit before regulatory deferral account balances 13,066.21 7,029.97 18,105.81

Net movement in regulatory deferral account balances (net of tax)1,903.19 4,872.01 -4,071.32

Profit for the year 14,969.40 11,901.98 14,034.49

Other comprehensive incomeItems that will not be reclassified to profit or loss

- Net actuarial gains/(losses) on defined benefit plans -151.74 -372.10 -238.93 - Net gains/(losses) on fair value of equity instruments 46.80 -41.64 -16.74 - Share of other comprehensive income of joint ventures accounted for using the equity method -2.77 -0.50 -1.07

Income tax on items that will not be classfied to profit or loss- Net actuarial gains/(losses) on defined benefit plans 28.82 66.52 51.89

Items that will be reclassified to profit or loss- Exchange differences on translation of foreign operations -20.20 40.00 11.67 - Share of other comprehensive income of associates and joint ventures accounted for using the equity method

Other comprehensive income for the year -99.09 -307.72 -193.18

Total comprehensive income for the year 14,870.31 11,594.26 13,841.31

Profit attributable to:Owners of the Parent Company 14,634.63 11,600.23 13,736.68 Non-controlling interests 334.77 301.75 297.81

Other comprehensive income attributable to:Owners of the Parent Company -99.17 -303.43 -192.15 Non-controlling interests 0.08 -4.29 -1.03

Earnings per equity share attributable to owners of the parent company (Par value Rs. 10/- each)Basic & Diluted (in Rs.) (including net movement in regulatory deferral account balances) 14.87 11.72 13.88 Basic & Diluted (in Rs.) (excluding net movement in regulatory deferral account balances) 12.93 6.80 18.00

NTPC Limited

Rs. in CroreFor the year ended



31 March 2019

A. CASH FLOW FROM OPERATING ACTIVITIESProfit before tax 16998.93 16377.51 15325.87Add: Net movement in regulatory deferral account balances (net of tax) 1903.19 4872.01 (4071.32)Add: Tax on net movement in regulatory deferral account balances 387.50 1032.07 (1012.13)Profit before tax including movement in regulatory deferral account balances 19289.62 22281.59 10242.42

Adjustment for:Depreciation, amortisation and impairment expense 12450.31 10356.16 8669.03Provisions 907.54 421.12 1071.88Special rebate to beneficiaries - exceptional item (1512.19) 0.00 0.00Share of net profits of joint ventures accounted for using equity method (683.87) (405.40) (672.17)Deferred revenue on account of advance against depreciation - 0.00 (74.35)Deferred revenue on account of government grants 477.38 (91.54) (136.59)Deferred foreign currency fluctuation asset 527.46 (1072.34) (241.62)Deferred income from foreign currency fluctuation (412.13) 1340.04 371.78Regulatory deferral account debit balances (2290.69) (5904.08) 5083.45Fly ash utilisation reserve fund 19.88 (38.39) 6.90Exchange differences on translation of foreign currency cash and cash equivalents - 0.03 0.01Finance costs 9162.74 8060.61 5584.25Unwinding of discount on vendor liabilities 61.40 56.24 20.40Interest income/Late payment Surcharge/Income on investments (3390.34) (1986.27) (63.70)Dividend income (9.00) (4.80) (4.80)Provisions written back (64.19) (484.06) (389.84)Loss on disposal of investment accounted through equity method 15.88 0.00 0.00Profit on de-recognition of property, plant and equipment (3.36) (12.59) (2.98)Loss on de-recognition of property, plant and equipment 137.27 64.19 174.54


Adjustment for:Trade receivables 1805.87 (7086.60) (1906.79)Inventories 2032.27 (2309.68) (1665.41)Trade payables, provisions, other financial liabilities and other liabilities (24.25) 1524.12 502.42Loans, other financial assets and other assets (2985.25) 2502.01 (4418.36)

Cash generated from operations 35512.35 27210.36 22150.47Income taxes (paid) / refunded (3068.29) (3320.69) (3464.82)

Net cash from/(used in) operating activities - A 32444.06 23889.67 18685.65

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of property, plant and equipment & intangible assets (23312.34) (18230.44) (21606.90)Disposal of property, plant and equipment & intangible assets 30.36 167.93 78.75Investment in mutual funds (499.99) - - Investment in joint venture companies (118.78) (764.98) (123.30)Consideration paid towards acquisition of NEEPCO and THDCIL - (11500.00) 0.00Business combinations 126.69 0.00 (2145.33)Acquisition of subsidiary, net of cash acquired (1689.42)Interest income/Late payment Surcharge/Income on investments received 4186.63 1045.63 51.55Dividend received 9.00 4.80 4.80Income tax paid on income from investing activities (637.37) (326.97) (40.44)Bank balances other than cash and cash equivalents (818.65) (24.09) 1407.02Net cash from/(used in) investing activities - B (21034.45) (29628.12) (24063.27)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from non-current borrowings 35361.97 33653.14 27707.79Repayment of non-current borrowings (23912.83) (9583.31) (14468.79)Proceeds from current borrowings (591.61) (812.62) 9841.50Payment of lease obligations (57.03) (78.71) (8.51)Interest paid (13307.37) (13399.15) (11491.60)Buy back of equity share capital (2763.82) 0.00 0.00Dividend paid (5778.42) (3133.37) (5460.67)Tax on dividend - (641.72) (1115.21)Changes in ownership interest in subsidiary company - 0.00 (77.76)Net cash from/(used in) financing activities - C (11049.11) 6004.26 4926.75

D. Exchange differences on translation of foreign currency cash and cash equivalents 0.00 (0.03) (0.01)

Net increase/(decrease) in cash and cash equivalents (A+B+C+D) 360.50 265.78 (450.88)Cash and cash equivalents at the beginning of the year (see Note 1 and 2 below) 589.52 323.74 774.62Cash and cash equivalents at the end of the year (see Note 1 and 2 below) 950.02 589.52 323.74

Particulars

CONSOLIDATED STATEMENT OF CASH FLOWSNTPC LIMITED

Ref. No.:Ol/ FMSD/CornpliancePZ 1-22

Sub:

1

Dear Sir,

Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex, Bandra(E) Mumbai-400 05 1

BSE Limited Floor 25, Phir~ze Jeejeebhoy 'Towers Dalal Street Murnbai-400 !01 1

Submission of Annual Audited Financial Rwults (Star for the FSnancial Year ended March 31,2021.

We are enclosing the Audited Annual Financial Results (Sta March 31, 2021 dong with Unaudited Financial Results for format. Also enclosed is the Auditors Report(s) on the Annual financial year e n d d March 31,2021. Further, it is hereby de have furnished Audit Report on Standalone & Consolidated have been reviewed by the Audit Committee of the Board of Di their meeting held on June 19,202 1.

The information as required under Regulation 52(4) of the SEBl (LOD ) Regulations, 015 is also b ing submitted along-with Audited Financial Results. Further, the company is in compl anct with the r quirements SEBI circular dated November 11, 2018 applicable to Large Corporates. The Initial isclosure for e year 202 - and Annual Disclosure for the year 2020-21 submitted to Stock Exchanges are attac ed herewith as nnexure. d i ii

dalone &

Recommendation of Final Dividend for the Financial "ear 2020-21.

The Board of Directors of the Company have, subject to the approval Borrowing Limit of the Company from Rs. 2,00,000 Crore to Rs.

Crore to b. a Enhancement of Borrowing Limit of the Company from Crore.

The Board of Directors haye also rocommended the finaI 2020-21, subject to the approval of the Shareholders in the ensuing addition to the interim dividend of Rs. 3 per equity share for the

Consolidated) of

Ra 2,00,000

The Board Meeting commend at 1: so P. *l, and concluded at 4: 4 7 P. M 1 1

NTPC Ltd.

;

The submitted information is also being hosted on the NTPC's website. I

35,000

Thanking you.

Yours faithfully,

(Nandi ni Sarkar) Company Secretary & Compliance Officer

Encl.: As Above

Corporate : n@[email protected]

NTPC LIMITED I Regd Office: NTPC Bhawan, SCOPE

2-

STATEMENT OF AUDITED STANDALONE FINANCIAL RESULT FOR THE Q ARTER A 3, MARC.,,, I 1

1 I 2 I llncome

SI. No.

Particulars Quarter ended

31.03.202'

2

3

4 5

6

7 8

9 10

(a) Revenue from operations (b) Other income Total income (a+b) Expenses (a) Fuel cost (b) Electricity purchased for trading (c) Employee benefits expense (d) Finan- costs (0) Depreciation and amortisation expense (f) Other expenses Total expenses (a+b+e+d+e+f) Profit before exceptional items, tax and regulatory deferral account balances (1 -2) Exceptional items-(income) 1 exwnse (Refer Note 10) Profit before tax and regulatory deferral account balances (3-4) Tax expense: (a) Current tax (Refer Note 15) (b) Deferred tax Total tax expense (a+b) Profit before regulatory deferral account balances ( 5 6 ) Net movement in regulatory defeml account balances (net of tax) Profit for the period (7+8) Other comprehensive Income Items that will not be reclassified to profit or loss (a) Net acturial gainsl(losses) on defined benefit plans (b) Net gainsl(losses) on fair value of quity instruments Income tax on items that will not be reclassified to profit or loss

11 12

(Unaudite ) *

(a) Net acturial gains/(losses) on defined benefit plans Other comprehensive income for the period (net of tax) ToQl comprehensive income for the period (9+10) Paid-up equity share capital (Face value of share 7 101- each)

13 14

$5 t 6 17

18

19 20 21

I II

Quarter II Quarterll

Paid-up debt capital5 Other equity excluding revaluation reserve as per balance sheet Net worth* Debenture redemption reserve Earnings per share (of C 101- each) - (not annualised) (including net movement in regulatory deferral account balances): Basic and Diluted (in T) Earnings per share (of 7 101- each) - (not annualised) (excluding net movement in regulatory deferral account balances): Basic and Diluted (in F) Debt equity ratio Debt service coverage ratio (DSCR) Interest service coverage ratio (ISCR)

ended

$ Comprises long term debts * Excluding Fly ash utilization reserve

See accompanying notes to the standalone financial results. , . - .

I " ,

" C '

1 YEAR ENDED

C Crore

ended

(a) Property, plant and equipment (b) Capital work-in-progress (e) Intangible assets (d) Intangible assets under development (e) Financial assets

(i) investments in subsidiaries and joint venture companies (ii) Other investments

(iv) Uther financial assets (f) Other nonxurrent assets

Sub-total . Non-current assets

(ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than cash and cash equivalents

(vi) Other financial assets (c) Other current assets

TOTAL - AWE

Sub-total - Total equ&

(ii) Trade parables - Total outstanding dues of micro and small enterprises - Total outstanding dues of crdiiors other than micro a small enterprises

(c) Deferred tax liabilities (net) (d) Other non-current liabilities

Sub-total - Noncurrent liabilities

(ii) Trade payabks - Total outstanding dues of micro and small enterprises - Total outstanding dues of creditors other than,micro a small enterprises

(iii) Other financial liabilities (b) Other current liabilities

Deferred revenue

STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIAB1LITIES F THE QUARTER NO YEAR E D D 31 MARCH 2021 4 I I1 .. ra. 81. 1 Particulars

Segment revenue - Generation -others - Unallocated - Less: Inter s4gmmt elimination Total

Pmfk before tax {Including regulatory deferral account balances) Tax expense (including tax on movement in regulatory deferral auxxlnt balances) Proflt alter tax

2

Segment assets - Generation - Others - Unallocated Total

Segment results Profit before interest, exceptional items and tax (tncludlng regulatory deferral account balances)

- Generation - Others Total

Less: (i) Finance costs (ii) Other unallocated expenditure net of unalloeable income (iii) Exceptional items (Refer Note 10)

Segment liabilities - Generation -0thetS - Unaeocated Total

Quawr ended

31 -03.2021 (Unaudited)

3

26418.84 1448.93 890.30 516.25

28239.82

4498.25 (235.39' 4202.86

1594.34 (766.37:

3434.89

(1 044.33:

4479.22

296267.42 10653.55 X298.42

34321 9.39

33279.28 4370.24

1 86584.38 224233.90

Quarter ended

1.12.2020 haudlted)

4

24432.46 2208.25

45.58 417.73

25268.56

6614.01 69.77

6683.m

2009.36 (4.84:

4679.28

1363.92

3375.34

300093.83 11911.23 33605.58

34581 0.54

33744.45 4340.71

190167.84 228283.00

. . - - . . . - .

The opwaCons of the Company am mainly carried out within the country and therefore, thdre is no repMtaWf lent.

n regulatorj deferral account balances (net of taw)

Depreciation and amMtigation expense

Spacial rebate to bersehciaries - exceptiqnal items On account of gwernment grants Deferred foreign currency fluctuation a W Deferred incwne from fwegn currency fluctuation Regulatory deferral aocount deM b a l a m Fly ash utilisation reserve fund Exchange differences on translation of foreign currency cash and cash quivale Finance costs Unwinding of discount on vendor liabilities Interest incornellate payment Surchargdlncome on investments Dividend income Provisiwls written back Loss on disposal of rwn-cumt investments Profit on de-reqnit im of property, plant and equipmd Loss on dereeognition of property, plant and equipment

Trade receivables

Trade payables, provisions, olher financial liabilities and other liabilities Loans, other financial assets and other assets

Cash generated from operations ,

Income taxes (paid) I refund& Net cash froml(used in) openting activities - A

B. CASH FLOW FROM INVESTING Acnvlns Purchase of property, plant and equipment & intangible assets Disposal of prom, plant and equipment & intangib assets Investment in mutual funds investment in subsidiariw and pint venture companies Loans and advances to subiiiaries Interest incomdLate payment Surchargefincome on investments received Dividend received lnmme tax paid on i n m from investing activities Bank balances other than cash and cash equivalents Net a s h froml(uaed In) investing activities - B

Prooeeds fmm m a r r e n t borrowings Repayment of non-current bonowings Proceeds fmm current W n g s Payment of lease obligations

Buy back of Equity Share Capital

Tax ~l divdend Net cash froml(u#d in) financing a c t i i t i i - C

to Smdalwre Flnanelal Results:

1 The above standalone financial results have been reviewed by the Audit June 2021 and approved by the Board of Directors in their meeting held

General of India u m r Section 143(6) of the Companies Act, 2013.

(ii) Sales have been provisionally recognized at C 94,464.04 mre (31 March 2020 T 91,491.55 cr ) on the said is. I 4 . 1 ' recoverable from beneficiaries as per Regulations, 2019.

c) Sales indude 1 T ,154.64 wore (31 March 2020: i 31 -59 crore) pertaining to earller grade slippages and other adjustments.

d) Revenue from operations for the year ended 31 March 2021 inckrde 7 3,112.51 re (31 March 2 20: 7 2,903.5 re) on account of sale of energy through trading. 9" d it

ower project in the intake structure,

Industry Experts engaged by the Company induding experienced omciats of the C mpany, are prep ring a a m p nsive assessment - cum- action plan for restwation of the project. It is anticipated that the restoration may take ti up to the e d of the next financial year i.e. 2021-22, which is being closely monitored by the Company. lnsuran cover is availabl for the los mag% caused. The company is committed to the wmpletiin of ttte project at the eatiist. t I #

(Ministry of Environment, Forest and Climate Change). On 27 May 202 instructing MOEFBCC to keep the EC granted for the project in abeyance is done and additional conditions imposed by the IWOEF&CC, whichever i additional studies pertaining to Environment Impact Assessment of the

Further. the Arbihal Tribunal had awarded a cl financial year 201819. The Company aggriwed the Hon'bleHih Court of Delhi (Hon'ble High Co

visit had to be deferred. er directions to

15 July 2021 in vlew of lhe current Covid-$9 sihratlon.

Pending final disposal of the and Contingent Assets' and March 2020:7 37.92 crore) contingent liability.

been accounted for and disclosed as exceptional item.

economic condins and take appropriate remedial measures as

During the year ended 31 March 2021, one thermal unit of gBO w.e.f. 7 November 2020, 8 MW solar W capam at Auraiya w.e. Dewmbr 2020, 140 MW sdar PV capacity at Bilhaur w.e.f. 18 Jan 2021, one thermal unit of 800 MW at Gadamara w.e.f. 1 March 2021 rch 2021 have k e n dedared commercial. Further, Dulanga Captive Coal Mine of th Further, the operations of 460 MW Talcher Thermal Power Station ha

During the quarter, the Company has paid an interim divided of 7 3.00 per 2020-21. The Board of Directors has recommended final dividend of T 3.15 (including interim dividend) for the financial year 2020-21 is 7 6.15 per equity

Pursuant to h e approval of Board of Dbectors of the Company for buyback of Company has bought back 19,78,91,146 equity shares of the Company for an total paid up equity share capital at 7 115.00 per equity share. The settlement of the equity shares bougM back were extirguish8d on 1 January 2021. According1 7 197.89 more and other equQ is redueed by 7 2,565.93 wore (including tax on expenses off 4.01 More (net of tax)). Futther, earnings per share has been adj

The Company has entered into a triparlite framework agreement with Ratnagi Gas & Power . Ltd. ( Company of NTPC Limited, and its lenders on 31 December 2020 for settletm of RGPPL's o standing d i E Composite Resolution Plan. As per the Resolution Plan, the Company has provi d inter cwporat loan of settlement of loan with the lenders: Further, 35.47% of equity hdd by lenders in R PPL have been nsferred t of the Resolution Plan, at nominal value. Consequently, the Company's equity s rehdding in RG PL has in from 25.51 % to 60.98% on 31 December 2020 and RGPPL has become a subsidiary company of PC Limited with ct from

RGPPL has become 86.49% with effect from 23 February 2021.

The GO1 introduced Vivad se Vishwas Scheme (VsV Scheme) through The rect Tax Vivad e V ~ h w a 1 im previous year, the Company had created an additional tax provision amounting to 2,661.47 ero~e a it Irtwrne Tax disputes for fourteen years by opting for the VsVs scheme. During he year. the Co pa disputes for three years only. under the VsVs scheme, for which the Company is i the process of Accordingly, excess tax provision amounting to t 1,889.05 crwes has been wtitten a& during Ihe q art

items ments items-

(Interest net of transfer to expentiire during construction).

The Company has maintained required asget cover as per the terms of offer d Trust Deed, including compliance with all the covenants, in resped of the Bsted

Figures of last quarter are me balancing figures belween audited iigures in-reap date figures upto the third quarter of the current financial year.

Previous periods figures have been redassified wherever considered ne-ary.

For and cn beha of Directors of

Di Place: New Delhi Date: 19 June 2021

To the Board of Directors of NTPC Limited

Report on the Audit of Standalone Financial Results

Opinion

We have audited the Standalone Financial Results of year ended 31 March 2021 induded in the accomp Results for the quarter and year ended 31 March 202 Company pursuant to the requirement of Regulation 33 Disclosure Requirements) Regulations, 201 5, as amended

In our opinion and to the best of our information and the Statement:

i. is presented in accordance with the requirements of Re in this regard; and

ii. gives a true and f& view in conformity with the prescribed under Section 133 of the Companies Act issued thereunder and other accounting and other comprehensive income and other quarter and the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standid; on Audi Section 143(10) of the Act. Our responsibilities under those !jtandards ~ ~ d i t o r ' s Rr@p~SB'bihbs'e$f.r the AM&# oftbe Skatemend section of c ur Company in accordance with the Code of Ethics, issued by tl e I of India r t h e ICAI") together with the ethical requirements that ar standalone hancial statements under the provisions of the . k t and have ful6Ued our other ethical responsibilities in accordar ce ICAI's Code of Ethics. We believe that the audit evider appropriate to provide a basis for our opinion on the Standalo

We draw attention to the following matters in the notes to

(a) Note No.S(a), regarding billing and accounting of sales

@) Note No. 6, in respect of one of the projects of each, where the order of National Green clearance for the project has been stayed is sub-judice and all the units have since

(c) Note no. 7 in respect of one of the projects under 800MW each, where the National Green Tribunal environment clearance granted to the project in studies relating to environmental impact before Hon'ble Supreme Court of India.

(d) Note No. 9, with respect to appeal aed by the Company in the matter of Arbitral award pronounced against th made/disc~osure of contingent liability as mentioned in

Our opinion is not modified in respect of these matters.

Management? s ~es~onsibilities. for the S taternem

Thls Statement has been prepared on the basis o Company's Board of Directors are responsib Standalone Financial Results that give a true an income and other financial information of the Standards prescribed under Section 133 of the Act read other accounting principles generally accepted in India the Listing Regulations. This responsibility records in accordance with the provisions of and for preventing and detecting frauds and other irr appropriate accounting policies; making j and the design, implementation and maintenance operating effectively for ensuring ac to the preparation and presentation view and are free from material mis

In preparing the Standalone Financial Results, the Board o the Company's ability to continue as a going concern, disc1 going concem and using the going concern basis of acc either intends to liquidate the Company or to cease opera to do so.

Auditor's Responsibilities for the Audit of the Statemen I Our objectives are to obtain reasonable assurance about whe er the Stan alone as a whole, are free from material misstatement, whether d e to fraud o error, a i i auditor's report that includes our opinion. Reasonable ass nce is a hg level of is not a guarantee that an audit conducted in accordance th SAs will ways misstatement when it exists. Misstatements can arise fro fraud or e or and material if, individually or in the aggregate, they could reas nably be ex ected economic decisions of users taken on the basis of these Stan alone Finan ial Resul

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

~rofessional j dgrnent d maintain ' 1 14 Identifj and assess the risks of material whether due to fraud or and obtain audit evidence that is The risk of not detecting a resulting from error, as misrepresentations, or the override of internal control.

Obtain an understanding of internal controls relevant procedures that are appropriate in the circumstances. U are also responsible for expressing our opinion on hnancial controls with reference to Standalone effectiveness of such controls.

Evaluate the appropriateness of accounting policies estimates and related disclosures made by the

Conclude on the appropriateness of the Board o accounting and, based on the audit evidence o related to events or conditions that may cast s continue as a going concern. If we conclude to draw attention in our auditor's report to the relate disclosures are inadequate, to modify our opinion. evidence obtained up to the date of our auditors' rep may cause the Company to cease to continue as a

Evaluate the overall presentation, structure and including the dxsclosures, and whether the underIying transactions and events in a manner

We communicate with those charged with governance planned scope and timing of the audit and significant deficiencies in internal control that we identify during

We also provide those charged with governance with a s relevant ethical requirements regardmg independence, relationships and other matters that may reasonably be where- applicable, related safeguards.

Other Matter

The Statement indude the results for the quarter ended 31 between the audited 6gures in respect of the full published unaudited year to date hgures up to the were subjected to limited review by us.

For S.KMehta & Co For S.N. Dhawan & Co Chartered Accountants Chartered Accountants

FRN 0 0 0 0 5 0 ~ / ~ 5 0 J d

0 -'&

U D I N : ~ W I ~ ~ ~ A A A ~ ~ ~ 2631 UDIN: 2 108 4993AAi Place: New Delhi Place: New D&

For Par& & Co. For C K Prusty & As Chartered Accountants Chartered Accountan FRN 001475C FRN 323220E

sd/P (C.KPmty)

Partner Partner M. No.079236 M. No.057318 UDIEd: 21ay1236CWIA@349 UDIN: Place: Jaipur Place: Bhubaneshwar

For V K Jindal & Co Chartered Accountants FIW MJ1448C

" I - (Suresh Agarwal) Partner M. No.072534 mm: igtiia53qAAfific;fL33\ Place: Hazaribagb

, Dated: 19 June 2021

whit Wta) Partner M. No.091382 UDIN: Place: New Drlhi

For V K JinM & Co Chartered Accountants FRN O01468C

(Swsh 44-4 Partner M. No.072534 WIN: Place: Hsaaribagh

Dated: 19 j uae 2021

0th& Matter

The Statemat Mude the res bmeen tho e u d W 6 p m in prrb l ishedd*mdat r

$7 @", , Z ,<

FotsKbkha &cQ I charteta3 bun^& C h r r r r c t a d h u n ~ *

FRN Q00478N P R N O @ @ @ ? J ~ 5

(s.KKhatt&r) Parmct M No.084993 WIN: Place: Nrw Delhi

For P& & Co. charted Accountants FRN 001475C

b- 4 C'i ..*, - -> ..<: ;*+. > > - .$ .4;

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. Othcr Matter, d

The Statement include the results for the quarter between the audited figures in respect of the published unaudited year to date figures up co were subjected to limited review by us.

For S.K.Mehta & Co C hartexed Accountants FRN 000478N

(Rohit Mehta) Partner M. No.091382

h UDIN: Place: New Ddhi

I

For P& & Co. Chartered Accountants

For S.N. Dhawan & Co P Chartered Accountants FRN 000050N/N500045 7 (S.K.IUlattar) Partner M. No.084993 UDIN: Place: New Delhi

For C K Prusty & Asso Char ted Accountants FRN 323220E

(C.K.Prusty) Partner Partner M No.079236 M. No.057318 UDIN:? lo'tQ2'JdlAARA P70W UDIN: Place: Jaipur Place: Bhubaneshwar

ForVKfindd&Co Chartered Accountan&

h

FRN 001468C

I

, (Suresh Agarwal) Partner M No.072534 UDIN: Place: Hazaribagh

Dated: 19 June 2021

Other Matrer

The Sratement indude rhc resdts for the q m e r mded 31 M a between the audited f i g u r e s in respect of the full financial y published umuditd year to date W e s up to the third quark wece subjected to limited d e w by us. .

4

~ b r S.KMehta & Co * For S.N. Dhawan & Co L Chamred Accountants Chartered Accountants FRN 000478N FRN 0000WN/N500045

(Rohit Mehta) Partser M. No.091382 UDIN: ,

Place: New Delbi

For P d & Co. Chartered Accountants FRN 009475C

phlcndra S h a m } Parma M. No.079236 UDrN: Place: Jaipur

For V K Jindal& Co C h a r t a d Accountants FRN 001468C

(Suresh Agarwall Partner M. No.072534 UDW: Place: Hazatibagh

Dated: 19 Juhe 2021

(S . K-Kham) Partner M. No.084993 UDIN: Place: New Dethi

For C K Prusty & Assou Charmed Accountants FRN 323220E

Partner M No.057318 UDIN: Place: Bhubaneshwar

k ended 31

P4 tSingW

M N ,073488 UDI : Place Kanpur i

Scanner I

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m p u ~ ~ y c ~ t b n ~ ~ ~ ~ ~ ~ ~

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For S.Khhhta & Co ForSN.Dhnwpn%CaI Acmunimrs C b r t e r d - m

FRN 00Q478N FRN OQ0050N/NS00045

(SKb=l Partner M, N0.084993 UDlN Place: New Whi

31 MARCH 2021

wtisaiDn and imp-enl q m s e

venures accounted for under the eqr*, method

) llams thal wlll be radasslRed lo prolft ar bsa

atlrlbutebk to armem of the parent cwnpany

imrhtabls to nan-mldlii i m e w

uw net mwernenl in maulatmy deferral accw nces): Bask and D I M (in 7)

): Bask and D I M (In t)

(b) Capital workin-progress (c) lntangibk assets Id) Intangible assets under development (e) Investments amounted for using the equity method If) Financial assets

(g) Deferred tax assets (net) (9 Other non-current assets

Subtotal - Non-current

(ii) Trade receivables (iii) Cash and cash equivalents

(vi) Other financial assets (c) Current tax assets (Net) (d) Other current assets

Sub-total - Curmnt

Non controlling interest Sufi-total - Total equi

(a) Financial liabilities

Iiil Trade ~avablee

and small enterwises (iii) Other finanaal liabilities

Subtotat - Non-current llabllit

(ii) Trsde payables

and small enterprises (iii) Other financial liabilities

(6) Other artrent liabilities

(d) Current tax liabilities (net) SuMotal - Current liabll

CONSOLIDATED SEGMENT-WISE REVENUE, RESULTS, ASSETS AND UABlL

SI. Particulam Qua Wr Iauarter Quarter ended No. ended ended 31.0?,.2020

31.03.2021 3' .12.2020 {Unai dited) (Unaudited) (U )audited)

1 2 3 4 5 7

- Less: lnter segment elimination

- Less: Inter segment elimination

- Le6s:lnter segment elimination

TIES FOR THE YEAR ENDED 3' 1 ARCH 2021 7 cme

A. CASH FLOW FROM OPERATING ACTlYlTlES Prolit M o r e tax Add: Net movement In regulatory deferral amunt balances (net of tax)

Special rebate to beneficiaries -exceptional items Share of net profits of joint ventures accounted for using equity method Deferred revenue on account of government grants Deferred foreign currency Ructuatlon asset Deferred income from foreign currency fluctuation Regulatory deferral account debii balances

Finance costs Unwinding of discount on vendor liabilities Interest incomekate payment Surchargenncome on Investments Dividend income Provisions Written back Loss on dispwal of investment accounted throwh equrty method Profit on de-rewgnlion of property, plant and equipment Loss on de-reeognitb of property, plant and equipment

OpereUng profit before mrrklng capltal changes

Trade remivabks

Trade payables, provisions, other financial liabilities and other IIaMIYles Loans, other financial assets and otbr assets

Cash generated fmm operations lnoome taxes (paid) I refunded Net cash froml(used In) operating activities - A

Purchase of properly, plant and equipment & intangible assets Disposal of property, plant and equipment & intangible assets Investment In mutual funds Investment in joint venture urmpanies Consideration paid towards acquisition of NEEPCO and THDCIL Business combination Interest incornellate payment Surchargellnwrne on Investments recelve Ohredend received lneome tax paki on investing activities Bank balances other than cash and cash equivslenk Net cash froml(used in) investing act lvM - B

Proceeds from non-current borrowings Repayment of noncurrent borrowings P r o m s from cumnt borrowings Payment of lease obligations

Net cash froml(used In) financing adkklee - C

2 The consolidated financial statements of Indian Aeeounting Standards (Ind-AS) as unrnodlfled opinion on these consolidated General of India under Section 143(6) of lb Companies Act, 201 3.

3 The adlaw and joht veniure companies msidered in the consdidaed financial resub are as f o l h : 1 I I r I n I

a) Subsidlarv Camwnk 1 NTPC El& Supply Cornpaw Ltd. 2 NTPC Vidyut Vyapar Nigam LW. 3 Kanli Bijlee Ulpadan Nlcm Ud. 4 Nabinagar Power Generating Company Ltd. 5 Bhartiya Rail Bijlee Company Ltd. 6 Patratu Vdyut Ulpadan Nigam LM. 7 NMth Eastern Eledric PM Corporation LW. (MEEPCO) 8 THDC India Limited (THDCIL) 8 NTPC Mining Ltd. 10 NTPC EDMC Waste Solutions Private LW: 1 1 NTPC Renwvable Energy Ltd." 12 Ratnagiri Gas and Power Private Ltd.-'

# The financial statements are un-audited a d certifed by the managemmi of re consolidated finandal statements of the Group. The fieurn appearing in their

-The Company has entered Into a @partite framework agreement with Ratnag

Cornmite Resolution Plan. As per the Resolution Plan, the Company settlement of loan with the lenders. Further, 35.47% of equity held by len of lhe Resolution Plan at nomlnal value. Consequently. the Company's 60.98% on 31 December 2020 and RGPPL has become a subsidiary corn

RGPPL has beeome 86.49% with e W from 23 Fetn-uary 2021.

4 a) (i) The Central Etecbicity Regulatory Commission (CERC) notified the CERC ( le Order dated 7 March 2019 (Regulations. 2019) for dederrnination of tariff for the tariff orders effect from 1 Ap1l2019, capadty charges are billed to benefidaries in prim with t$ tariff approv&hd applicable as on 31 March 2018. as arovided in Reaulatlons. 2019. In case of n w WOWS. which ot wmrnemlls from 1 Awil 9 and ~rdects where tariff appmved and applicable as i n 31 Mamh 2019 is pending ~ ~ C E R C . CERC In tariff petitions. Energy charges are billed as per the operational provlslonally billed is 1 101,959.08 uore (31 March 2020: T 98,705.70 wore).

(ii) S a k have hen prwisionally reeognlzed at 7 102.881.88 a t e (31 ~ a k h 2020: V 8,940.49 wore) o the said basi t t I

tax disputes. Safes also include f 95.08 cmre (31 from beneficiaries as per Regutabions, 201 9.

F C) Sales indude ? 1,185.02 wore (31 March 2020: T 60.93 cmre) pertalnhg to earlier yeax on account d reui grade dippages and other adjustments.

d) Revenue from operations for the year ended 31 March 2021 indude f 7,143.81 wore ( sale of energy through Wing.

by tlw Roods. Most of the mechanical and eWdcsl equlpmmt are In safe condltlon.

lndusw EXWS engaged curn- action plan for m t a war i.e. 2021-22, W c h company is mm'Med to the completion of the project at Ihe earFiest.

The carrying cost of the project as at 31 March 2021 is T 5,337.69 wore (31 March 202 rojeci dw to the calamity is indemniflable as stated abwe and Management is of the view that then F e financiala and eontident that any additional m i r e consequent to tlw natural ealarmty. woul t as per Tariff Regulations, hence no adjustment is cMssidered necessary In resp&i of the carrying val

relation to the project during the period of revim by the Committee w tlll

stabilisation measurn, other recurring site expenses and interest costs as well as thii projed will be compensated in full by the GOI. Hen=, no provision is considered

10 The Company had entered into an agreement for agreement, the operator was to design, finance. build, after which it was to be transbrred to the Company disputes, invoked arbitration and r a m substantial dlmdons of the Hon'ble Supreme Court of India, an a

Further, the Arbitral Trlbunal had awarded a clalm of ? 1.891.09 year 2018-19. The Company aggrieved by the arbllral award Hon'ble High Court of Delhi (Hon'ble High Court) again& the said arbitral award in its

In the financial year 2019-20, against the appeal ofthe Compny, Hon'ble High Co

In v i w of delay in the handover exercise, NTPC had filed an Applicabiwr in Hon'ble igh Cwrt prayi

i- F- operator in this regard. Hm'ble High Court on 11 November 2020 d s p e d off the a lication requestln the Ld. appointed by the Court, to visit the project site expeditiously preferably within 2 weeks nd carry wtt the mmission. exercise has been delayed due to operatws issues with local labours at the site and id situation. D of hearin Court of Delhi has been adjourned Several times in light of restricted functioning of the on'ble High Cw and mm, 15 July 2021 in view of the current Cwid-19 sitwtion.

Pending final disposal of the appeal by Um Hon'ble Hlgh Court, Eonsidering the provisi and Contingent Assets' and Slgnlficanl account in^ Policies of the Company, prwidom March 2020:T 37.92 m r e ) and the balance amount of ? 2,153.57 more (31 March oontingent liability.

11 The Group is mainly in !he busin- of generation an During the ou-k of COVID-ID, including recent surg to generate power and has continued lo supply power d 2020. ksud in amarclance with the announcement package. to allow a rebate of Mween 20%25% m the rebate of C 1,512.19 c m has been allwed in the fin8 excephnal item.

peroent higher than the has? rate at any time.

Further, under the Atmanirbhar Bharat the m r not scheduled to be payable for the the year due to h e reduction in

Further, four units of 150 MW each at Kameng Hydro ElecbSc Project w.e.f. 17 J 2021 respectively of NEEPCO and 50 MW at Kasargod Solar Project w.e.f. 31 May 2020 of THDCL, have been declared commercial. Further, the operati Compny have been discontinued w.e.f. the end of 31 March 2021.

13 During the quarter, h e Compny has paid an interim dividend of 7 21. The Board of Directors has recommended Rnal dlvldend of (including interim dividend) fnr the finandl year 2020-21 is i 6.15

14 Pursuant to W apprwal of Board of Directors for buyback of equity shares in Its bought back 19,78,91 . I48 equity shares of the Company for an aggregate amount sham =pita1 at T 1 15.00 per equlty share. The settlement of all va bought back were extinguished on 1 January 2021. Accordingly, the paid up equity other equity is r e d m by C 2,567.02 wore (including tax on bvy ba wore (net of tax)). Further, earnlngs p r share has been adjusted on

Place: New Delhi Date: 19 June 2021

L , -6

10. Formula used for cornputation of coverage ratios DSCR = Earning be- I(lnterest net of b-ansfer to wmditum during construction + Prlrdpl re made out of refinancing arrangements) and ISCR = Earnil~g befare In (Interest net oi transfer to exwnditum during conmclion).

figures upto the third q w h of the current financial year.

19 P W o u periods figures have been reclassified wherever wnsidered necessary.


Report on the Audit of Consolidated Financial Results

Opinion

We have audited the Consolidated Financial Results of and its subsidiaries (Holding Company and its and its joint ventures for the year ended 31 of 'Consolidated Finand Results for Statement"), being submitted by the 33 of the SEBI @sting Obhgations ('Listing Regulations').

In our opinion and to the best of our informa tion and acc and based on the consideration of reports of other a statements /hnancial results/ f i n a n d information of referred to in Other Matters section below, the Statement:

i. include the financial results of the following entities:

List of Subsidiaries: 1. NTPC Electric Supply Company Ltd., 2. NTPC Utpadan Nigam Ltd., 4. Bhartiya Rail Bijlee Comp Ltd., 6. Nabinagar Power Generating Company Ltd. 9. North Eastem Electric Power Corporation Ltd., Ltd., 11. NTPC Renewable Energy Ltd., 12. Ram upto 30 December 2020)

List of Joint Ventures: I. Utility Powertech Ltd., 2. NTPC-GE Power S Company Ltd., 4. NTPC Tarnilnadu Energy Ltd., 6. Meja Urja Nigam Pvt. Ltd., 7. Power Test Jkboratory Pvt. Ltd., 9. Effiuenq Services Ltd, 11. C1L Hindustan Urvarak and Trincomalee Power Company (* incorporated outside India)

ii. is presented in accordance with the requirements of ths regard; and

iii. give a true and fair view in conformity with the ap prescribed under Section 133 of the Companies Act issued thereunder and other accounting consolidated net profit and other Group for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standar on Auditin (SAs) section 143(10) of the Act. Our responsibilities under those tandards are further Auditor k~onsibi/itiesjor fhe A~dt Oftbe Statement section of ur report. W are in Group and its joint ventures, in accordance with the Cod of Ethics is ued b Chartered Accountants of India ("the ICAI") together w the ethica i i relevant to our audit of the consolidated hnancial statemen under the p ovisio the Rules thereunder, and we have fulfilled our other e h c responsib' ties these requirements and the ICAI's Code of Ethics. We beli e that the au 't us and other audrtors in terms of their repom referred to ' "Other hla er" para sufficient and appropriate to provide a basis for our opinio .

Emphasis of Matter I We draw attention ;o the following matters in the notes to e Statement $ 1 Il (a) Note No. 4(a), regardjng billing and accounting of sales Ion basis. 1 / (b) Note No. 7, in respect of one of the projects of the

units of 800MW each, where the order of National environmental clearance for the project has been India; the matter is sub-judice and the units have

(c) Note no. 8 in respect of one of the projects under c

800MW each, where the National Green Tribunal environment clearance granted to the project in studies relating to environmental impact appeal before Hon'ble Supreme Court of India.

(d) Note No. 10, with respect to appeal fled by the Court of D e h in the matter of A r b i d award the related provision made/disclosure of

Our opinion is not modified in respect of these matters. I 1 Management's Responsibilities for the Statement 1 1 1 1 This Statement has been prepared on the basis of the co solidated an ual 5n The Holdmg Company's Board of Directors are responsib for the pre aration i . of these Consolidated Finand Results that give a true and air view of e conso and other compxehensive income and other h c i a l info tion of the Group ventures in accordance with the Indian Accounting Standa s prescribed under Act read with relevant rules issued thereunder and other a counting p uples in In& and in compliance with Regulation 33 of the Listin Regulations The Directors of the companies included in the Group and ts Joint Ven es ar

safeguarding of the assets of the Group and its joint ve frauds and other irregularities; selection and application o judgments and estimates that are reasonable and maintenance of adequate internal lituncial con accuracy and completeness of the accounting records, releva of the Consolidated FinanciaI Results that give a m e and misstatement, whether due to fraud or error, which have be of the Consolidated Financial Results by the Directors of

In preparing the Consolidated Financial Results, companies included in the Goup and its joint the Group and its joint ventures to continue related to going concern and using the Board of Directors either intends to

operations, or has no realistic dtematme but to do so.

The respective Board of Directors of the companies are responsible for overseeing the hnmd reporting

Auditor's Responsibilities for the Audit of the Statemen 1 I I1 Our objectives are to obtain reasonable assurance abou Results as a whole are free from material misstatement, wh an auditor's report that includes our opinion. Reasonable but is not a guarantee that an audit conducted in acmrdan misstatement when it exists. Misstatements can arise material if, individually or in the aggtegate, they could economic decisions of users taken on the basis of these

As part of an audit in accordance with SAs, we exercise rofessional j dgment maintain professional skepticism throughout the audit. We also: t " fP

identify and assess the dsks of m a t e d whether due to bud or error, design and perform and obtain audit evidence that is suffient and The risk of not detecting a material misstate resulting from error,. as fiaud may inv misrepresentations, or the override of i n t d control.

Obtain an understanding of internal controls procedures that are appropriate ia. the dtc are also responsible for expressing our opinion on w Companies incorporated in India has adequate consolidated financial statements in place and

Evaluate the appropriateness of accounting policies estimates and related disclosures made by the

ConcIude on the appropriateness of the Board of accounting an$, based on the audit evidence

related to events or conditions that may cast significant its joint ventures to continue as a going concern. If exists, we are required to draw attention in our auditor

. - , Statement or, if such disclosures are inadequate, to - based on the audit evidence obtained up to the da ' ' events or conditions may cause the Group and its joint . .

'< >: - - concern.

including the disclosures, and whether the underlying transactions and events in a

Obtain sufficient appropriate audit evidence regar information of the entities within the Group and its the Consolidated Financial Results. We are performance of the audit of h a n d Financial Results of which we are the Consolidated Financial auditors remain carried out by

We communicate with those charged with governance entities included in the Consolidated Financial Results regarding, among other matters, the p h e d scope an hndings, induding any significant deficiencies in in

We also provide those charged with governance with a relevant ethical requirements regarding independence, them all relationships and other matters that may reasonably be where applicable, related safeguards.

We also performed procedures in accordance with the I circular issu $ by Y! ~ E B I vnder Regulation 33 (8) of the Lis tifig Regulations, as amended, to the extent a licable.

Other Matters a) We did not audit the f i n a n d statements of twelve suxidia&s, d o s e

reflects total Assets of 7 76,313.50 crore as at 31 Marc? 2021; total R crori and 715,353.59 crore for the quarter and year ended on dm considered in the consolidated h a n d results. The Statement also in of net profit using the equity method, of 7201.27 crore : nd 721.15 year ended 31 March 2021 respectively, as considered i1 the consohiated respect of five joint ventures, whose h a n d statemen 3 have not b:en au financial statements have been audited by their respecti1.e independer t audito have been furnished to us by the management upto 17 June 2021 . . Statement, in so far as it relates to the aforesaid subsidt mes and join on the reports of the other auditors and the procedures perfonne Auditor's Responsibility section above after considerng the requrement Auditing (SA 600) on 'Using the work of Another Acditor' indud

b) The Statement also includes the Group's share of net crores and ~/(37.330 crore for the quarter and

results, in re? pect of e1evt:n joint v

&{..-.5+: @;-*? - 4:-J r

*.'.,' -. , , ;. .. , ..

, . , , . .-- ..-.,! - -:-AT,;; - .- : i.,

,:-, ' -- t:: , , ., ..- ' _. _I.

hancial statements/hnancial information are unaudited and have management of the Holding Company and o& opinion o: 1 the to the aforesaid joint venture companies are based solely statements/ hmcial information. In our opinion and accordmg t explanations given to us by the Holdmg Company's Ma profit included in respect of these joint ventures in these material to the Group.

Our opinion on the Consolidated Financial Results is matters with respect to our reliance on the work done the Financial Results/hancial information certified

c) The Consolidated Financial Results include the being the balancing w e between the audited the published unaudited year to date figures up which were subjected to limited review by us.

For S.K.Mehta & C o Chartered Accountants

UDIN: atc4 1 3 g ~ b ~ l l ~ ~ q g ~ ~ Awe R%E- Place: New Delhi

For Parakh & Co. For C K Prusty & Ass ciates o r B C J ' Chartered Accountants Chartered Accountant/ kf $.. FRN 001475C FRN 323220E 0010 9

Partner Partner M. No.079236 M. No.057318 UDEN: ~ D ? ~ ~ % A A A C I A E O ~ S ~ UDIN: Place: Jaipur Place: Bhubaneshwar

For V K Jindal & Co Chartered Accountants FRN 001468C

sa[- (Suresh Agamal) Partner M. No.072534 UDIN: 3107 X3q AAPR bb 6418 Place: Hazaribagh

Dated: 19 June 2021

Far S M t h t ~ & Ca

m d r a s - 1 Parmts M. No.079236 UDIN: Place: Jaipur

For V K Jindal& Co Q w t c d Accountma FRN 001468C

bm&d s b t e m e n d b d iafmtioe rrxe waudid magmat of rbe.Holding Company and our q&im to the afordd joint \ r e companies are based statements/ hwncial infamatian, In our opinion md o

profit included in respect of these joinr ventures in rh m a t d to the Group.

Our opinion on the Consolidated Finand h u l t a iii rn matten Fpithmpect to our rebeeon thew& dogcatad the P W ~ t s / ~ 4 Womdofi c d f l e d . , _ by +s

c) The Consolidad P i n a n d Reaat:~ hdudc h, being the bslandng.6gwe betwcni the aidit& the phbbed umu&d,yw to date &m up w the w&h ww wqmt to x& by wb

@ohit M&a) Partner M No.091382 UDIN: Phee: New Delhi

For P h & Ca, Chutered Accountants FRN 001475C

w s - 1 h m E x Jh% N0,1)79236 m: Place: ]&put

For V K Jhdd & Co c4artcred ACGountants FRN 001468C

(Sm=h AgarwaE) Pam- M. No.072534 uniN: l'lace; Hazatibagh

Dated: 19 June 2021

hmcinl swcmmt8/hnandal information a q unaudited mmapnmt of thc Holding Company to &c afomslid joht vcn- cornpies art based s ista-/ 6 m m d idomation. In +tiom &a to us by h e Holding proiit included iu re- o f t h e joia ms& to the &up.

Our opinion un the Co&tcd F i m d Results is not mams with respect to our r e h e e on the work done and th the Fmmd Results/financial infoma& certified by rhe

c) T h e Consolidated F i c i a l Results injudc the being the balsrnciag @pare bemeen &e audid + ia the published u u d i t d year m date figues up m the which wae subject to hnited review by us.

For S.KMehb h Co C h a d Accwuntants [Jlmtetcd Accau~tanw FRN 00047RN FRN 000050N/N5Q0045

@ohit WM) (Mukd Bansal) Parma Partner

a M No.091382 M. No.505269 mm: UDm:

a Place: New Delhi Plnae:NewD&

For Rud& & Co. For C K Prruty & As C h a r d Accountants I=hatecred Accounm~ FRN 001475C FRN 323220E

- - Pu=shb-4 P m e r M N0.072534

* U D I N : ? I ~ S ~ Y A ~ C A A HP C W O k H m i h g h

D a d I9 June 2021

(CKPmsty) h e r . M No.057318 UDIN: Place: Bhubandwar

I

NTPC UMITED Extract of the Financial Results for the Quarter and Year ended 31 March 2021

* Excluding Fly ash utilization reserve and Corporate social responsibility reserve. Notes:

1 The above is an extract of the detailed formats of financial results filed with the Stock Exchanges under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The full formats of the financial results of the Company are available on the investor section of our websii https:ltw,ntpc.co.in and under Corporate Section of BSE Limited and National Stock Exchange of India Limited at https:llwww.bseindia.com & https:lhwvw,n9eindia.com.

2 Previous periods figures have been mlassified wherever considered necessary.


For and on behalf of Board of Directors of

(A.K.Gautarn) Director (Finance)

DlN:08293632

52(4)(d) & (e) Payment Status of Commercial Papers:

Remarks:

3. For 52 (4) (b), (c) and (f) to (1) rtfcr Audited Annual Finmcial Results for the period ended 1 March 2021 as plicablt. i f II

Ref. No.:Oll FMSDICompBancel202 1-22

Bandra Kurla Complex, Bandra(E) Mumbai-400 05 1

Sub: Disclosures as a Large Corporate Borrower

Dear Sir,

find enclosed Initial Disclosure of NTPC Limited as a Large of NTPC Limited as a Large Corporate Borrower. The di

Kegistercd O~T~LY: MTPC Bhau-41, SCOPE Cu~nplr x, 7, In3 ti~ud Corporate Identikbtion N m h r . LdO t 0 1DL147SGQ1007966, Tcfephune Nu.4l.12

Website \vn w nllx.cr3 In

Annexure-A

along with name of the Credit Rating Agency

under the framework

We confirm that NTPC Limited is a Large Corporate as SEBI circular SEB~O/DDHS/CIRIP/20 1 811 44 dated N

-ate IdentHcatlan Number. 1.4r r I0 ILSt 197?00100796h, Telephone No.4 112 WebsiW www.ntpc ct\.ii~

Sdl- Nandini Sarkar Company Secretary Email: [email protected] Contact No.: 01 1-24360959

Date: 26 April 2021

1. Name of the Company: NTPC Limited

2. CIN: LAOlODL197SGOIOW966

3. Report filed for N: 2020-21

4. Details of the burrowings (all figures in Rs. crore):

Sdl- Nandini Sarkar Company Secretary Email: csntpc @ ntpc-co .in Contact No.: 01 1-24360959 Date: 26 April 202 1

Ref No. :O 1 / FMSDICompl iance/20 19-20

UTPC Limited {A God of lndia Entwprise)

*/Corporate Centre

Dated: 2710612020

Manager Listing Department National Stock Exchange of India Ltd. Exchange P l m Bandra Kurla Complex, Bandra(E) Mumbai-400 05 1

Dear Sir,

General Manager Department of Corporate Services BSE Limited Floor 25, Phime Jeejeebhoy Towers Dalal Street Mumbai400 00 I

Sub:

We are enclosing herewith the Audited Annual Financial Results (Standalone & Consolidated) for the financial year ended March 31,2020 along with Unaudited Financial Results for the Quw&er ended March 31, 2020 in the prescribed format. Also enclosed is the Auditors Report(s) on the Annual Financial Results (Standalone & Consolidatgd) for the financial year ended March 3 1, 2020. Further, it is hereby declared that the Joint Statutory Auditors of the Company have furnished Audit Report on Standalone & Consolidated Financial Results with unmdified opinion. T h w results have been reviewed by the Audit Committee of the Board of Directors and approved by the Board of Directors in their meeting held on June 27,2020.

Submission of Annual Audited Results (Standalone and Consolidated) of NTPC Ltd. for the Financial Year ended March 31,2020 and recommendation of Final Dividend for the Financial Year 2019-20.

The information as required under Regulation 52(4) of the SEBI (LODR) Regulations, 2015 is also being submitted along-with the Audited Financial Results.

The B w d of Directors have also recommended final dividend of Rs. 2.65 per equity share for the financial year 2019-20, subject to approval of the Shareholden in the ensuing Annual General Meeting. The final dividend is in addition to the interim dividend of Rs. 0.50 per equity share for the financial year 201 9-20 paid in March 2020.

The Board Meeting commenced at : &Pa"land concluded at 4 : 1 P- '

The submitted information i s also being hosted on the Company's website.

Thanking you. Yours faithfully,

Encl.: As Above


~ i s r a h v : ~ m , & ~ , r , W ~ ~ , M * + ~ - ~ l m T d k WlFi : L401010Ll975G01007966, i%hh i.: 011-24387W, h i.: 011-W1018, ?fib: [email protected]. w.nw.ccr.in

RoglsteW OFfh : NTPC Bhawan, SCOPE Complex, 7 InstiMional Area, Mi Road, New Delhi-110003 Corporate IdentkAan Number : L40101DL1975G0l007968. Telephone No.: 011-24387333, Fax Na.: 011-24361018. E-mall: nip@[email protected]

Wsbsb : m.ntpc.rn.in

-$$'-: .---.I_ I - . , - *--

- ._.. * ' d

NTPC LIMITED A STATEMENT OF AUDITED STANDALONE FlNANClAL.RESULTS FOR THE QUARTER AND YEAR ENDED &

'

C o m p p @ -

" Excluding Fly ash utlllzatlon reserve

See accompanying notes to the financial results I

I L - - >

'* 'k> >- -

S No.

I 1

2

3

4

5

6

7 8

9

10

13 12

13

14

15

16

17

18

19

31

Particulars

2 Income (a) Revenue from operations (b) Other ~ncome Total income (a*b) Expenses (a) Fuel cost (b) Electrlclty purchased for tradlng (c) Employee benef~ts expense (d) F ~nance costs (e) Oepreciahon and amort~sation expense

(f) Other expenses Total expenses (a+b+c+d+e+f) Profit before tax and Regulatory deferral account balances (1-2) Tax expense: (a) Current tax (refer Note 4) (b) Deferred tax Total tax expense (a+b) Profit after tax before Regulatory deferral account balances (3-4)

Net movement n Regulatory deferral account balances (net of tax)

Profit for the period (6+6) Other comprehensive income Items that will not be reclass~fied to prof~t or loss

(a) Net actuar~al ga~nsl(lasses) on deflned benef~t plans

(b) Net galnsl(losses) on fa~r value of equlty Instruments

Income tax on items that w~ll not be reclassfied to profit or loss (a) Net actuarial gansl(losses) on deftned benefit

plans Other comprehensne income (net of tax)

Total comprehensive income for the period (7+8)

Paid-up equtty share capital (Face value of share t 101- each)

Paid-up debt capitals Other equity excluding revaluation reserve as per balance sheet Net worth'

Debenture redemption reserve Earnings per share (of 7 101- each) - (not annualised) (including net movement n regulatory deferral account balances) Bas~c and Diluted (in t)

Earnings per share (of 7 101- each) - (not annuallsed) (excluding net movement In regulatory deferral account balances). Basc and Olluted ( ~ n t)

Debt equ~ty mtlo

Debt service coverage ratio (DSCR)

Interest senrlce covemge ratlo (ISCR)

MARCH 2020

Quarter ended


3

27246.88, 1031.87

28278.75

14988 43 829 69

1423 90 1836 91 2128 95

2683.12 23894.98 4383.77

3287.07 1696.58 4983.65 (599.88)

1852.32

1252.44

(152.81)

(21 36)

26.70

(1 47.47)

1 104.97

9894.56

1 27

(0.61)

Quarter ended


4

23496.35 526.27

24022.62

12466 87 593.42

1164.74 1760.81 2319.81

2294.93 20600.58

3422.04

671.78 1353.28 2025.06 1 398.98

1 598.1 6

2995.14

(64 52)

0' 30

11.27

(52.95)

2942.1 9

9894.56

3.03

1.41

Quarter ended


5

21 222.39 1323.22

22545.61

1 1990 67 709 58

1206.08 925 30

1504.75

2671.66 19008.44 3537.17

897.25 (8086.33) (7189.08) 10726.25

(6375.93)

4350.32

-!

.' (245.63)

(23.28)

52.93

(21 5.96)

41 34.36

9894.56

4.40

10.84

Year ended

31.03.2020 (Audited)

4 6

97700.39 2778.02 " 00478.41

+ w

54241.82 2776.44 4925.60 6781.97 0622.85

8663.81 8601 2.49 14465.92

5153.46 4028.49 9181.95 5283.97

4828.84

101 12.81

(346.04)

(4 1 .64)

60.46

(327.22)

9785.59

9894.56

1 52693.62 103674.88

1 12980.96

701 1.43 10 22

5.34

1.35

2.07

4.45

'f Cmre

Year ended

31.03.2019 (Audited)

7

90307.43 1872.13

92179.56

52493.74 271 3.68 4779.89 4716.74 7254.36

7548.63 79507.04 12672.52

2849.12 (5767.83) (2918.71) 15591.23

(3841 34)

11749.89

(235.98)

(1 6.74)

50.85

(201 -87)

1 1548.02

9894.56

127430.48 97513.61

106771.54

7902.43 11.88

15.76

1.19

2.21

5.26

SI. no.

A 1

2

3

1

2 (I)

(It)

3

/

I

STANDALONE STATEMENT OF ASSETS AND

Particulars

ASSETS Non-current assets

(a) Propeny, plant and equipment (b) Capital work-in-progress (c) Intangible assets (d) Intangible assets under development (e) Financial assets

(i) Investments in subsidiaries and joint venture companies (ii) Other investments (iii) Loans (iv) Other financial assets

(f) Other non-current assets Sub-total - Non-current assets

Current assets (a) Inventories (b) Financial assets (i) Trade receivables (ii) Cash and cash equivalents (iii) Bank balances other than cash and cash equivalents (iv) Loans (v) Other financia) assets

(c) Other current assets Sub-total - Current assets

Regulatory deferral account debit balances TOTAL - ASSETS

EQUITY AND LIABILITIES Equity

(a) Equity share capital (b) Other equity

Sub-total - Total equity

Liabilities Non-current liabilities

(a) Financial liabilities {i) Borrowings (ii) Trade pavabtes

-Total outstanding dues of micro and small enterpiises -Total outstanding dues of creditors other than micro and small enternrises

(iii) Other financial liabilities (b) Provisions (c) Deferred tax liabilities (net)

Sub-total - Non-current liablllffes Current llabilities

(a) Financral l~abilities (i) Borrowings (ii) Trade pavables

-Total outs tan din^ dues of micro and small enterprises - Total outstanding dues of credbtors other than micro and small enterprises

( ~ r r ) Other financial liabilities (b) Other current liabilities (c) Provisions

Sub-total - Current liabilities Deferred revenue

LIABILITIES

As at 31.03.2020 (Audited)

166273.02 73066.76

538.28 ' 292.62

26350.61 60.28

600.26 1425.1 6

t1122.62 26971 9.61

10731.86

16868.11 20.37

29 88.74 308.56

11529.13 8378.41

48826.1 8 91 22.76

327667.45

9894.56 103674.88 11 3569.44

146538.70

10.35 57.66

662.24 635.69

8033.98 155988.62

14049.36

495.70 8804.93

23715.74 1270.90 6830.22

54866.85 3242.54

327667.45

I Crore As at

31.03.2049 (Audited)

125290.68 90808.89

329.94 397.80

13054.02 91.92

544.38 1424.29

13269.30 24521 1.22

7988.02

8433.86 24.38

2119.96 305.79

8331.84 14929.89 421 33.74

3406.00 290750.98

9894.56 97513.61

1 07408.17

11 9698.08

6.41 41.76

1314.29 588.74

4200.14 125849.42

t 5376.09

353.41 7197.53

24902.27 684.34

6840.36 55354.00 21 39.37

,+ ,*., +:; *. ; - , L-:? -, - . .

f -.. -

STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND YEAR ENDED 31 MARCH 2020

" ' * .-

SI. No.

1

I

2

3

4

Quarter ended

31.03.2020 (Unaudltedj

3

27079.06 1384.30 372.61

28090.75 188.00

28278.75

8638.4 122.34

8760.7d

1836.91 295.62

6628.25

21 1353.34 6685.20

109628.91 327667.45

18410.27 3841 .SO

191845 94 214098.01

Particulars

2

Segment revenue - Genetahon - Others - Less: Inter segment elimrnatron

- Unallocated Total

Segmentresulrs(Pmfltbefomtaxandi~rest) - Generation -0lher~ Total

Less: (I) Unallocated finance costs (ii) Other unallocable expend~tura net of unallccable income

Profit before tax (including regulatory deferral account balances)

Segment assets - Generat~on - Others - Unallocated Total

Segment liabilities - Generation - Others - Unallocatw Total

Quarter ended

31.1 2.2079 (Unaudited)

4

231 76.85 1193.38 381.98

23988.25 34.37

24022.62

7225.72 171.83

7597.55

1760.81 278.20

5358.M

192321.65 6408.48

111529.02 310259.65

17455.54 3648.05

176078.53 187182:12

Quartnr ended


5

21 501.91 904.56

22406.47 - 139.14 22595.61

(2519.83) 185.49

(2354.34)

925.70 674.28

(3954.32)

163073.92 4E61.17

123015.87 290'150.96

15748.31 2869.85

164724.63 183342.79

L.

Year ended

31.03.2020 (Audited)

6

96583.92 4991.1 1 1,524.81

100050.22 428.1 9

100478.41

27606.70 569.02

28175.72

6781.97 1076.68

20317.07

21 1353.34 6685.20

108628.91 327667.45

18410.27 3841.80

191845.94 114098.07

7 Crore

Year ended

31.03.2018 (Audited)

7

88702.38 3241.51

91943.89 235.67

92179.51

13724.83 389.72

14114.55

4716.74 1621.76

7776.05

163073.92 4661.17

123015.87 290750.46

15748.31 2889.85

184724.63 t83342.79

Adjustment for: Depreaatron and amonisation expense Provisions Deferred revenue on account of advance againsl depreciation Deferred revenue on account of government grants Deferred foreign currency fluctuation asset Deferred tncome from foreign currency fluctuation Regulatory deferral account debt balances Fly ash utilisation reserve fund Exchange differences on translation of foreign currency cash and cash equivalents - Finance cosls Unwlndlng of dlscount on vendor liab~lrhes InleresUincome on lerm Uepos~tslbondsl~nvestments Dwdemd income Ptov~slons wrilten back Profit on de-recognition of property, plant and equipment Loss on de-recognition of properly, plant and equrpment

STANDALONE STATEMENT OF CASH FLOWS t Crore

Operating profit before working capital changes Adjustment foc Trade receivables Inventories Trade payables, provisions, other financial liabilities and other liabilities , Loans, other financial assets and other assets

Particulars

A. CASH FLOW FROM OPERATING ACTIVITIES ProfIt before tax Add: Net movements in regulatory deferral account balances (net of tax) Add: Tax on net movements in regulatory deferral account balances ProfR before tax lncludin~ movemenls in regulatory deferral account balances

Cash generated from operations Income taxes (paid) l refunded Net cash froml(u8ed In) operating activities - A

6. CASH FLOW FROM INVESTING ACTIVITIES Purchase of property, plant and equipment & intangible assets Payment for business acquisilion Disposal of propeny, plant and equipment a inlaragibt assets Investment in subsidiaries and joint venture companies Loans and advances to subsidiaries Inteies#incorne on term deposilslbondslinvestments received Income tax paid on interesl income Dividend received Bank balances other than cash and cash equivalents Net cash froml(used in) investing activitims - B

Year ended 3t.03.2020 (Audited)

t4485.92 4828.84 q022.31

2031 7.07

C. CASH FLOW FROM FINANCING ACTlVlTlES Proceeds from non-current borrowings Repayment of non-current borrowings

a Proceeds from current borrowings Payment of lease liabilities Interest paid Dividend paid Tax on dividend Net cash froml(used in) financing activities - C

Year ended 31.03.2019 (Audited)

12672.52 (3841 -34) (1 055.131 7776.05

ID. Exchafige differences on translation of fonlpn currency cash and cash equiual~nts I (0.03) (0.01)

Net incr8aset(decrease) in cash and cash equivalents (A+B+C+D} Cash and cash equivalents at tho beginning of the period Cash and clash equivalents at the end of the period

(4.01) 24.38 20.37

(36.1 1) 60.49 24.38

The above results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 27 June 2020 and approved by the Board of Directors in their meeting held on the same day.

The standalone financial statements of the Company for the year ended 31 March 2020 have been prepared in accordan- with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 201 3. The statutory auditors have issued unmdified opinion on these standalone financial Statements. The audited accounts are subject to review by the Comptroller and Auditor General of lndia under Section 143(6) of the Companies Act, 201 3.

3 a) (i)The CERC notified the Central Electricity Regulatory Commission (Terms and Conditions of Tariff)Regulations, 2019 vide Order dated 7 March 201 9 (Regulations, 2019) for determination of tariff for the tariff period 2019-2024. Pending issue of provisionaUfinal tariff orders with effect from 1 April 2019 for all stations, capacity charges are billed to beneficiaries in accordance with the tariff approwd and applicable as on 31 March 2019, as provided in Regulations, 2019.111 Case of projects declared commercial w.e.l 1 April 2019 and projects where tariff applicable as on 31 March 2019 is pending from CERC, billing is done based on capacity charges as filed with CERC in the tariff petitions. Energy charges are billed as pet the operational norms specified in the Regulations 2019. The amount provisionally billed for the year ended 31 March 2020 is f 91,339.38 crore (31 March 2019: ? 88,278.09 crore).

(i~) Sales for the year ended 31 March 2020 have been provisionally recognized at f 91,491.55 crore (31 March 2019: f 89,007.W ctore) on the sald basis.

b) Sales for the year ended 31 March 2020 include 1 31.59 wore (31 March 2019: (-) 1 2,775.82 mre) pertaining to previous years recognized based on the orders issued by the CERClAppellate Tribunal for Electricity (APTEL).

c) Sales for the year ended 31 March 2020 include t 1,768.88 crore (31 March 2019: (-) C 0.02 crore) on account of income tax recoverable from I (refundable to) the beneficiaries as per Regulations, 2004. The current year amount is on acwunt of income tax liabitity deteninml under Vivad se Vishwas Scheme notified under Direct Tax Vivad se Vishwas Act 2020. Sales also include f79.97 crore- (31 March 2019: 7 82.68 crore) on account of deferred tax materialized which is reedvetable from beneficiaries as per Regulations, 2019.

d) Revenue from operations for the year ended 31 March 2020 include 1 2,903.59 crore (31 March 2019: t 2,894.74 crore) oo aceeunt of sale of energy through trading.

Provision for current tax for the year ended 31 March 2020 indudes t 2,860.17 more (31 Mar& 2019: (-) f 105.88 wore) being tax related to earlier years. This includes additional tax provision amounting to 't 2,661.47 crore, as the Company has decided to settle pending Income Tax disputes by opting under the Vivad se Vishwas Scheme notified by the Government through 'The Direct Tax Vivad Se Vishwas Act, 2020'. The company is in the process of completion of promdural formallies under the scheme and settlement of pending balances will be carried out on completion of such formalities.

5 The environmental clearance rclearance') granted by the Ministry of Environment and Forest, Government of lndia (MoEF) for one of the Company's project consisting of three, units of 800 MW each, was challenged before the National Green Tribunal (NGT). The NGT disposed off the appeal, inter alia, directing that the order of clearan- be remanded to the MoEF to pass an Order granting or declining clearance to the project proponent afresh in acwrdanm with the law and the judgement of the NGT and for referring the matter to the Expen Appraisal Committee I"C0mmittee") for tts re-scrutiny, which shall complete the process within six months from the date of NGT order. NGT also directed that the environmental clearance shall be kept in abeyance and the Company shall maintain status quo in relatton to the project during the period of review by the Committee or till fresh order is passed by the MoEF, whichever is earlier. The Company filed an appeal challenging the NGT order before the Hon'bte Supreme Coutl of India which stayed the order of the NGT and the matter is sub-judice. All the units of the project have men declared wmmereial in the earlier years. The carrying cost of the project as at 31 March 2020 is f 15,662.28 wore (31 March 2019: T 15,598.80 crore). Management is confident that the approval for the project shall be granted, hence no provision is considered necessary.

6 The Company is executing a hydro power project in the state of Uttrakhand, where all the clearances were accorded. A case was fited in Hon'ble Supreme Court Of lndia Prier the natural disaster in Uttrakhand in June 2013 to mviow whether the various existing and ongoing hydro projects have contributed to environmental degradation. Hon'ble Supreme Court of lndia on 7 May 2014. ordered that no further construction shall be underlaken in the projects under consideration until further orders. which included the said hydro project of the Company. In the proceedings, Hon'bk Supreme Court is examining to allow few projects which have all clearances which lnctudes the project of the Company where the work has been stoppd. Aggregate cast incurred on the project up to 31 March 2020 is t 163.40 crore (31 March 2019: 7 163.33 crore). Management is confident that the approval for proceding with the project shall be granted, henee no provision is considered necessary.

V An amount of 7 749.01 crore (31 March 2019: f 719.71 crore) has been incurred upto 31 March 2020 in respect of one of the hydro power projects of the Company, the construction of which has been discontinued on the advice of the Ministry of Power (MOP), GOI, which includes f 439.57 crore (31 March 2019: 'f 4t3.40 crore) in respect of arbitration awards challenged by the Company before the Hon'ble High Coun of Delhi. In the event the Hon'ble High Court grants relief to the Company, the amount would be adjusted against prov~sions made in this regard. Management expects that the total wst incurred, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and interest costs as well as claims of contractorslvendors for various packages for this projea will be compensated in full by the GOI. Hence, no provision is considered necessary.

The Company had entered into an agreement for movement of wal through inland waterways for one of its stations. As per the agreement, the operator was to design, finance, build, operate and maintain the unloading and material handling infrastructure for 7 years after which it was to k transferred to the Company at It-. After commencement of the operations, the Operator had raised several disputes, invokd arbitration and raised substantial claims on the Company. Based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India, an amount of Y356.31 crore was paid upto 31 March 2019. In the previous year, the Arbitral Tribunal had awarded a claim of t 1.891.09 crore plus applicable interest in favour of the operator. The Company aggrieved by the arbitral award and considering legal opinion obtained, had filed an appeal &fore the Hon'ble High Court of Oelh~ (Hon'ble High Court) agalnst the said arbitral award in its entirety. Considering the provisions of Ind AS 37 'Provisions, Contingent Llab~lities and Contingent Assets'. Signdicant Accounting Policies of the Company and the principle of conservatism, an amount of t . I

394.07 crore was estlmatett and provlded for as at 31 March 2019 and balance amount of ? 1,875.73 crore was disclosed as contingent liabll~ly, along with applicable interest

During the year, against the appeal of the Company, Hon'ble High Court vide its order dated 23 September 2019 held that subject to deposit o f f 500 crore by the Company with the Registrar General of the Court within six weeks, execution of the impugned award shall remain stayed tit1 the next date of hearing and upon handing over the entire infrastructure in terms of the contract by the operator to the Company, the Registrar General shatl release the amount to the operator against r bank guarantee. The said amount was deposited with the Hon'ble High Court on 5 November 2019. Hon'ble High Court vide its order dated 8 January 2020 directed the parties to commence formal handing over of the infrastructure in the presence of appointed Local Commissioner and also, directed release o f f 500 crore to the operator by the Registrar General subject to the outcome of this application of the Company for formal handing over of the infrastructure. On 17 January 2020, unconditional BG was submitted by the operator to Registrar General and T 500 crore was released to operator by the Hon'ble High Court. Further,? 356.31 crow paid to operator has been booked to fuel cost and the corresponding provision has been reversed during the current year. As per orders of Hon'ble High Court, formal handing over of the infrastructure has started on 20 January 2020 at the project site. However, due to certain law and order issues initially and further due to COVID-t9 pandemic, Local-Commissioner's visit has been defened.The handing over of the infrastructure facilrty has not yet completed.

Pending final disposal of the appeal by the Hon'ble High Court, considering the provisions of Ind AS 37 'Provisions, Contingent '

Liabilities and Contingent Assets' and Significant Accounting Policies of the Company, provision has been updated by interest to t 37.92 crores as at 31 March 2020 (31 March 2019:f 394.07 wore) and the balance amount of T 2,014.84 crore (31 March 2019: 7 1,875.73 crore) has been disclosed as contingent liability.

During the year, thermal power units of one 800 MW at Gadarwara w.e.f. 1 June 2019, one 800 MW at Lara w.e.f. 1 October 2019, one 660 MW at Tanda w.e.f. 7 November 2019, one 660 M W at Khargone w.e.f. 1 February 2020, one 800 MW at Darlipalli w.e.f. 1 March 2020 and one 250 MW at Barauni w.e.f. 1 March 2020 have been declared commercial. Further, the Pakri Barwadih Coal Mine has been Oeclared commercial w.e.f. I April 2019.

"I

10 During the quaner, the Company has paid an interim dividend of f 0.50 per equity share (par vake f 101- each) for the financial year 2019.20, The Board of Directors has recommended final dividend of 7 2.85 per equity share (par value f 101- each). The total dividend (including interim dividend) for the financial year 2019-20 is f 3.15 per equity share (par value t 101- each).

The Company has adopted Ind AS 116 'Leases' effective 1 April 2019, using modified reIrnspecti&? approach and therefore the comparatives have not been restated. On the date of initial application, the lease liability has been measured at the present value of the remaining lease payments and right of use assets has been recognized at an amount equal to the lease liabillies. Application of Ind AS 116 does not have any material impact on the financial results of the Company.

In pursuance to Sectron 1 158AA of the Income Tax Act, 1961 announced by Government of lndia through Taxation taws (Amendment) Act, 2019, the Company has an irrevocable option of shifting to a lower tax rate along with consequent reduction in eetlain tax incentives inclucling lapse of the accumulated MAT credit. The Company has not opted for this option after evaluating the same and continues to recognize the taxes on income as per the earlier provisions.

, 13 a) During the quarter, the Company has acquired legal and hneficial ownership of 3,60,98,09,800 equity shares held by the President of lndia in North Eastern Electric Power Corporation LM. (NEEPCO) and the acquisition of bneficial ownership in 600 equity shares held by the nominees of the President of India in NEEPCO (collectively representing 100% qf the total paid up share capital of NEEPCO) for an aggregate consideration of f4000.00 crorb (Rupees Four Thousand Crom only).

b) During the quarter, the Company has acquir6-d legal and beneficial ownership of 2,73,09,406 equity shares held by the President of lndia in THDC lndia Limited (THDCIL) and the acquisition of beneficial ownership in 6 equlty shares heW by the nominees of the President of lndia in THDClL (collectively representing 74.496% of the total paid up share capital of THDCtL) for an aggregate consideration o f f 7500 00 crore (Rupees Seven Thousand Five Hundred Crore only).

With the above, the Company has become the holding company and also a promoter of NEEPCO and THDCIL.

1 Due to outbreak of COVID-19 globally and in India. the Company has made an initial assessment of its likely adverse impact on busbness and rs associated financial rhsks.The Company ts in the business of generation and sale of electricity which is an essential I

service as emphasized by the Ministry of Power (MOP), Government of India (GOI). By taking a number of proactive steps and keeping tn view the safety of all its stakeholders, the Company has ensured the availability of its power plants to generate power and has : continued to supply power during the period of lockdown. On the directions of MOP, the Central Electricity Regulatory Commission (CERC) issued an order dated 3 April 2020 whereby it directed that Late Payment Surcharge (LPSC) shall apply at a reduced rate of 12% p.a. instead of the normal rate of 18% p.a. if any delayed payment beyond 45 days from the date of presentation of the bills falls btween 24 March 2020 and 30 June 2020. Accordingly, the LPSC for the year 2020-21 is expected to be lower by f 58.00 crore appmximately.Further as per the directions of MOP dated 15 & 16 May 2020, issued in accordance with the announcement of GO1 under theAtmanirbhar Bharat special economic and comprehensive package, the Company has decided to defer the capacity charges of f2,064.00 crore to DISCOMS for the lockdown period on account of,COVlD-19 pandemic for the power not schedukd by the OISCOMs, to h payable without interest after Ule end of the lodrdwvn period in three equal monthly instalments and has allowed a rebate of f 1,363.00 mote on the capacity charges billed during the lockdown period to DlSCOMs on account of COVID-19, in the financial year 2020-21. These amounts are provisional and may vary due to reconciliation of related data. Due to the above, there is no material impact on the profits of the Company for the year ended 31 Match 2020. The Company believes that the impact due to the outbreak of COVID-19 is likely to be short-term in nature and does not anticipate any medium to long-term risks in the Company's ability to continue as a going concern and meeting Its liabilities as and when they fall due. Impact assessment of ,COVID-19 is a continuing process considering the uncertainty involved thereon. The company will continue to closely monitor any material changes to the future economic conditions.

15 Formula used for computation of coverage ratios DSCR = Earning before Interest, Depreciation, Tax and Exceptional items I(1ntetest net of transfer to expenditure during construction + Scheduled principal repayments of the long term borrowings) and ISCR = Earning before Interest, Deprechation. Tax and Exceptional itemsl(1nterest net of transfer to expenditure during construction).

16 For all secured bonds issued by the Company, 100% security wver is maintained for outstanding b n d a The security has been created on property, plant and equipment through EnglishlEquitable mortgage as well as hypothecation of movable assets of the Company.

C

17 Figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year.

I 8 Prev~ous periods figures have been reclassrfiecl wherever considered necessary.

Place: New Delhi ., Date: 27 June 2020

NTPC LIMITED

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR f HE QUARTER AND YEAR ENDED 31 MARCH 2020

1 Cmre

S1. NO.

1

Quarter ended 31.03.2020 (Unaudilocl)

3

30201.OB 1114.24

31315.32

158W.m 1447.51 1624.04 2211 .XI 2613.23 2984.85

26685.02 490.30

50.28

MW.56

3417.87 1530.31 4848.12 (267.54)

1791.33

1523.77

(171.80)

(21.N)

0.74

32.76

31.40

(128.26)

1395.51

1442 57

81.20

(124.75)

(3.51)

QBQ4.58

1.48

(0.35)

respnabilily reserve

Panlculan

2

Quanor ended 31.12.2019

(UnairdiW)

4

28561.10 573.89

27116.29

13258.78 1074.34 14M.54 2144.71 2782.41 2684.97

29528.75 3805.M

84.08

3889.83

749.99 1283.58 2M3.57 1646.08

1579.39

W.45

(67.02)

' 0.30

(0.34)

11.27

3.11

(52.88)

3372.77

3332.42

Ki.03

(52.38)

(0.w

gagq.56

' 3.37

1.77

1

2

3

4

5

6

7

8

9 10

11

rZ

Y 3

14

1 J

16

If

18

19

M 21

22

23

24

25

' Excludvlg

Income (a) Revenue from opewlions (b) Otherhcome Total Income (a+b) h p m s e r (a) Fuel opst (b) Eleclricity pcnaseo far truding (c) Employee wnelm e x ~ n s e (dl Finar~ce ~ o s l s (eJ Depreclabm arla anlcnrsauwb expense (f) Olherexpensea Total expenses (asetcsd+e+f) Profit Wore tax, Regulatory deferral account balancel and Share of nel pmtil of joint vvnurror accounted for using equity rnsthod (1 -2)

Share ol wl profils ol joint venlures ~CCOurllW tor uswm equty mema Proflt Doloro tax and Regulatory deferral account Dalancs* (3*4) Tux anparira: (a) Curre111 lan (rsrsr Nus 6) (b) Dekneu tax

Tow t a ~ expense ( a + ~ ) Profit after tan bsfon R.gulmmry deferral account balances (54 ) Net mwmen l in Regulatory Qeferral aMxlunl w a m e s (rmt Of tax) Pmtit for th% period (7t8) Othw compnhonslw Income (a) Items that w i l not be r%dassihd to pmfit w bss

(i] Nel actuarial gainsl(losses) wr deClned benefit plans

(ii) Nel gainsfibsses) on lair value d e q d y hrurnents

(iii) Share d othw wmpreheosive inmme d joint vemues acmunled for under Ins equny mstnm

lncwne tax on i t m s ma1 wY mi be reclasslied lo pCii1 w Klss (i) Net actuarial gansl(losses) on delined

benafit plans

(b} llemg that wil Da reclassirmd to proN or I N S

(i) Enchange aifferences on traoslatbn of Rlergll 0pera1lOllS

Olrlar cu~~l~er~w,u~wa UKWIIIB (fie1 OI lax) (a+b)

Total colrlpranmlsiuo irlcolilu t ~ r Itmu pWiW (QflO) P~urbi wuluurawe to owners ur UE pare111 wrllparly

Profn a1ulhtatAu 10 r~or~-co~llml~ng inleresl

Oumr comprenensive incomef(expnse) auhtahk to cwnera d the parent Olher comprehenswe inmmel(%xpenae) aUrhletrle to non cmtmlling 1ntwPs1 Pad-up equity snare captal (F&& value c4 mare 7 101- eacn)

pad-up debt c a p i d Other eqully excluding revaluaiiDn reserve as per baIaW9 sneet Netwmw-th'

Debenture redemptipn re- Earnings per stm-9 (of t IQI- m) - (not annualis&) (induckq net movement in r q u l a t q d&ml accwnt b8I-s): Busic and Diluted (in t)

Ea-s per share (of t 1W- e) - (not annualiwd) (excluding oet movemerH in r9gulatCq deierral sccwnt M-s): Bask and Diluled {in t)

Debt uqu~ty rauo

Dent serulcu coverage rauo (DSCR)

Inkrest service coverage rauo (ISCR)

C o m ~ s e s long lerrn Qabts

Fly asn uliualion reserve and Corp~rale social

&amr ended

31.03.201Q

5

2380093 1625.90

26116.15

12BO1.79 1338.31 1581.86 1136 54 1875.93 2741.04

21253Al 4172.66

266.56

4438.22

1022.88 (8487.87) (7485.19) 11 P01.41

(67U.M)

MH.SO

(269.32)

(23.28)

(0.67)

53.Q7

(3.28)

(242.581

4918.11

987.23

74.16

(239.89)

(2,s)

W84.58

5.14

11.98

See awmpalryup notes lo U l a li~la~lclal resulls.

Y o u m d d

31.03.2020

6

1OWM.W m.54

f 1237268

57185.62 5185.85 5830.48 81 16.85

10358.16 9725.41

86400.17 15972.11

16377.51

5526.53 3821 .O1

9347.54 7029.97

4872.01

11901.96

(372.10)

(41 .M)

(0.50)

88.52

40.W

. (307.72)

11 594.18

11600.23

301.75

(303.43)

(4.2Q)

9894.56

184073.44

108944.80

118237.0D

7700.97 11.72

6.60

1.56

1 .Q7

4.34

Year O M

31.03.2019

7

100268.54 2248.51

102533.05

54395.78 5288.12 5916.65 m . 6 5 WS9.W 8105.12

87879.36 14653.70

*.

672.17

15325.87

3287.44 (8087.30)

(2770.94) 18105.81

(4071.32)

14034.49

(236.93)

(16.74)

(1.07)

51.89

11 -67

(19318)

13641.31

13738.68

297.81

(192.1 5)

(1.00)

9884.56

155889.36

101481.65

110715.71

8597:P7 13.88

18.00

1.41

2.34

5.31

p

CONSOLIDATED STATEMENT OF ASSETS AND LlABlLlf lES I Crore

SI. No.

A 1

(I;) Loans 51 1.08 476.1 3 (iii) Other financial assets 1227.88 1302.70

(g) Other non-current assets 13726.72 15494.22 Sub-total - Non-eurrent assets 31 1083.53 294788.75

2 Current assets

(b) Financial assets (i) Trade receivables

(c) Cumnt tax assets (Net) (d) Other current assets

Sub-total - Current assets

TOTAL - ASSETS

Total equity attributable to the owners of the parent Non controlling interest

Sub-total - Total equlty

{ii) Trade pavables - Totar outstanding dues oi micro and small enterprises - Total outstanding dues of creditors other than micro and small enterprises

(iii) Other financial liabilities

Sub-total - Nonaurrent liabilities

- Total outs tan din^ dues of micro and small enterprises -Total outstanding dues of creditors other than micm and small enterprises

(iii) Other financial liabilities

(d) Current tax liabilities (net) Sub-total - Current liabilities

AS at 31 .OX2020 (Audited)

1871 76.46 98210.94

626.33 297.53

9256.31

50.28

, , , . Particulars . . .

ASSETS Non-current assets

(a) Property, plant and equipment (b) Capital work-in-progress (c) Intangible assets (d) Intangible assets under devetopment - . . . . (e) Investments accounted fot using the equity method (f) Flnanc~al assets

(i) Investments , . .

AS at 31.03.201 9 (Audiw)

1 50555.42 117998.23

420.1 1 398.63

,8040.39

91.92

r--.- - , . ..,. - . . . ,

) ?

CONSOLIDATED SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR f HE QUARTER AND YEAR ENDED 31 MARCH 2020 f Crwe

- UnaIIocated Total

1 Segment revenue - Generauon - o m - Less: lnter segment ellmlnaMn

Profit before tax (including regulatory deferral account balances)

2

Segment assets - Generation - 0 t h ~ ~ - Unallocated - Less lnter segment el~m~nation Total

Segment results (Profit before tax and interest) - Generation - Others Total

Less: (i) Ursallocated finance costs (~i) Other unallocable expenditure net of unallocable i n m e

Quarter ended


4

(Unaudited)

Segment liabilities - Ganerat~on - Others - Unallocated - Less lnter segment elim~nation Total

The operations of the Cwnpany are ma~nly camed out wlththln Ure country and therefore, them is no reportable geqmphical ment.

b

CONSOLIDATED STATEMENT OF CASH FLOWS

A. cAsn FLOW FROM OPERA~NG ACTIVITIES Prof it before tax Add: Net movement in r e g u l m deferral acccrunt balams (net of tax) Add. Tax on net movement in regulatory deferral account balances Profit before tax including movements in regulatory cleferrel account balances

Adjustment for: Depmat~on and arnomsatlon expense Provisions Share of net profits of joint ventures accounted for using equity method Deferred revenue on acoount of advance against depreciation Defend rwenue on account of government grants Deferrerl foreign currency fiuctuatlon asset Deferred i n m e from foreign wrrency fluctuation Regulato~ deferral account debit balances Fly ash utllisatmn reserve fund Exchange ditferences on translation of foreign currency cash and cash equivalents Finance costs Unwlnd~ng of discount on vendor I~abtl~hes lntereslllmme on term deposlWbondslrnvestments DIVIM Income Prwlwons wrlttan back Profit on de-recognlt~on of propwty, plant and equipment ~ w s on de-recognltm of property, plant and equipment

Operating proflt before working capital changes

Adjustment for: Trade recmvablas lnventorles Trade payable$, pmv~sions, other financ~al liabilities and other Ilabilities Loans, other finanaai assets and other assets

Ca8h generated from operatlone lnwme taxes (pid) l refunded Net cash froml(used in) operating actlvitles - A

B. CASH FLOW FROM INVESTlNG ACTIVITIES Purchass of property, plant and equipment 8 intangible asgets Disposal of propem, plant and equipment 8 intangible assets lnvesfmem n pint venture companies Consideration paid towards acqutsibon of NEEPCO and THDCIL Payment for business acquislOon Acquisition of subsidiary, n l of cash acquired lnteresVinwma on term deposiWndslinveatrnents recaivad Income tax pad on interest income DiwiaeM recawed trom other investments Bank balances othw than cash and cash equivaients Net cash fmml(used in) inveeting activities - 6

:. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from non-current brmvvlngs Repayment of non-currwlt Dwrw~ngs Proceeds froln current borrowings Paylneri~ of lease I~ahl~hes Interesl pad Dlvldend pad Tax on dtvldend Changes In ownership Interest In subsidiary company Not cash froml(used in) financing activities - C

D. Exchange differences on mnslation of foreign currency cash and cash oquivalente

reasel(decroase) In cash and cash equivalent8 (A+B+C+O) nd cash equivalents at the beginning of the period nd cash equivalents at the end of the period

Audited Audited

I

Notes to Consolidated Financial Results:

1 The above results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 27 June 2020 and approved by the Board of Directors in their meeting held on the same day.

! The consolidated financial statements of the Company for the year enaed 31 March 2020 have been prepared in accordance with Me Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 201 3. The statutory auditors have issued unmodified opinion on these consolidated financial statements. The audited accounts are subject to review by the Comptroller and Auditor General of lndia under Section 143(6) of the Companies Act, 2013.

3 The subsidiary and joint venture companies considered in the consolidated financial results are as follows:

All the above Companies are incorporated in India except Companies at SI. No.16 and 17 which are incorporated in Srilanka and Bangladesh respectively.

a) W i d i a r v Com~anies 1 NTPC Electric Supply Company LM. 2 NTPC Vidyut Vyapar Nigam Ltd. 3 Kanti Bijlee Utpadan Nigam Ltd. 4 Nabinagar Power Generating Company Ltd. 5 Bhartiya Rail Bijlee Company Ltd. 6 Patratu Vidyut Utpadan Nigam Ltd. 7 North Eastern Electric Power Corporation Ltd. 8 THDC lndia,Limited 9 NTPC Mining Ltd. (Incorporated on 29 August 2019)

b) &int Venture Cornaanieg 1 Utility Poweftech, Ltd. 2 NTPC GE Power Services Private Ltd.? 3 NTPC SAIL Power Company Ltd. 4 NTPC Tamllnadu Energy Company Ltd 5 Ratnapir~ Gas and Power Private Ltd.' 6 Aravali Power Company Private ttd. 7 Meja Urja Nigam Private l td. 8 NTPC BHEL Power Projects Private Ltd." 9 Nat~onal High Power Test Laboratory Private Ltd." 10 Transformers and Elect~icals Kerala Ltd." 11 Energy Efficiency Services Ltd.' 12 CIL NTPC Uqa Private Ltd." t 3 Anushakti Vidhyut Nigam Ltd." 14 Hindustan Urvarak and Rasayan Ltd. 15 Konkan LNG Ltd. 16 Trincomalee Power Company Ltd.' 17 Bangladesh-India Friendship Power Company Private Ltd."

* The financial statements are un-audited and oertifed by the management of respective companies and have been considered for consolidated financial statements of the Group. The figures appearing in their respectiw financial statements may change upon completion of their audi.

Ownership (46) 100.00 100.00 100.00 100.00 74.00 74.00 100.00 74.496 100.00

"I

50.00 50.00 50.00 50.00 25.51 50.00 50.00 50.00 20.00 44.60 47.15 50.00 49.00 29.67 14.82 50.00 50.00

4 a) (i) During the quarter, the Company has acquired legal and beneficial ownership of 3,60,98,09,800 equity shares held by the President of India in North Eastern Electric Power Corporation Ltd. (NEEPCO) and the acquisition of beneficial ownership in 600 equity shams held by the nomlnees of the President of lndia in NEEPCO (collectively representing 100% of the total paid up share capital of NEEPCO) for an aggregate consideration o f t 4000.00 crore (Rupees Four Thousand Cmre only).

(~i) Dur~ng the quaner, the Company has aqulred legal and beneficial ownership of 2,73,09,406 equity shares held by the President of a

lndra In THDC lndra Limrted (THDCIL) and the acquis~tion of beneficial ownership in 6 equity shares hela Dy the nominees Of the Pres~dent of lndia in THDCtL (collectively representing 74.496% of the total paid up share capital of THDCIL) for an aggregate ~nsideratlon of t; 7500.00 crore (Rupees Seven Thousand Five Hundred Cmre only).

(iii) With the above, NTPC Limited has become the holding company and also a promoter of NEEPCO and THDCIL.

b) Being a common control acquisition, the acmuntim has been done as per Appendix C to Ind AS 103 "Business Combination" as per pooling of interest method under which assets and liabilities of the combining entities are refiected at the carrying amounts and no adjustments are made to reflect fair values, or fecognize any new assets or liabilities. Further, restatement of previous year financial statements has been done as if the business combination had occurred from the beginning of preceding period in compliance with Appendix C of Ind AS 103 '8usiness Combination'. Accordingly, the Consolidated Balance Sheet as at March 31, 2019, Consolidated Statement of Profit and loss. Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year ended 31 March 201 9 have been restated. The differenca between the share caplal of these companies and the consideration paid has been recognized as 'Gapital reserve-common control' as at April 1, 2018. Further, the total ash consideration for acquisition of these companies amounting to 711,500 crore paid in March 2020 has been considered as current liabilrty of the previous year and disclosed under 'Current liabilities-Other financial liabilities'.

5 a) (i) The CERC notified the Central Electricity Regulatory Commission (Terms and Conditions of Tariffj Regulations, 2019 vide Order dated 7 March 201 9 (Regulations, 2019) for determination of tariff for the tariff period 2019-2024. Pending issue of provisionaVfinal tariff orden with effect from 1 April 2019, capacity charges are billed to beneficiaries in accordance with the tariff approved and applicable as on 31 March 201 9, as provided in Regulations, 201 9. In case of projects declared commercial w.e.f. 1 April 2019 and proj@cts where tariff applicable as on 31 March 2019 is pending from CERC, billing is don based on capacity charges as fiW with CERC in the tariff pellions. Energy charges are billed as per the operational norms specifeb;n the Regulations 2019. The amount pmvitionaily Dilled is

(ii) Sales have been provisionally recognized at 7 1,03,362.52 crore (31 March 2019: C 98,380.43 crore) on the said basis.

b) Sales include ? 1,768.88 crore (31 March 2019: (-) t 0.02 crore) on awount of income tax recoverable from I (refundable) to the beneficiaries as per Regulations, 2004. The current year amount is on account of income tW liability determined under Vivad se Vishwas Scheme notified under Direct Tax Vivad se Vishwas Act 2020. Sales also indude P 92.79 crore (31 March 2019: T 101.03 crore) on account of deferred tax materialized which is recoverable from beneficiaries as per Regulations, 2019.

c) Sales include t 60.93 cmre (31 March 2019: (-) ? 2,235.15 crore) pertaining to previous years recognired bawd on the orders issued by the CERClAppellate Tribunal for Electricity (APTEL).

d) Revenue from operations for the year ended 3t March 2020 include 7 7,303.06 crore (31 March 2019: ? 7,371.32 crore) on account of sale of energy through trading.

Provision for current tax for the year ended 31 March 2020 includes t 2,743.64 crore (31 March 2019: (-) f 103.81 crore) being tax related to earlier years. This inclues additional tax provision amounting to T 2,723.57 crow, as some of the Group companies have decided to settle'pending Income Tax disputes by opting under the Vivad se Vishwas Scheme notified by the Government through 'The Direct Tax Vivad Se Vishwas Act, 2020' The Group companies are in the process of completion of procedural formalities under the ' " scheme and settlement of pending balances will be carried out on completion of such formalities. The env~ronmental clearance ("clearance") granted by the Ministry of Environment and Forest, Government of India (MoEF) for one of the Company's project consisting of three units of 800 MW each, was challenged before the National Green Tribunal (NGT). The NGT disposed off the appeal, bnter alia, directing that the order of clearance be remanded to the MoEF to pass an order granting or declining clearance to the project proponent afresh in accordance with the law and the judgement of the NGT and for referring the matter to the Expert Appraisal Committee ("Committee") for its re-scrutiny, which shall complete the process within six months from the date of NGT order. NGT also directed that the environmental clearance shall be kept in abeyance and the Cmpany shall maintain status quo in relation to the project during the period of review by the Committee or till fresh order is passed by the MoEF, whichever is earlier, The Company filed an appeal challenging the NGT order before the Hon'ble Supreme Court of lndia which stayed the order of the NGf and the matter is sub-judice. All the units of the project have been declared commercial in the earlier years. The carrying cost of the project as at 31 March 2020 is t 15,B62.28 crore (31 March 2019: t 15,598.80 emre). Management is confident that the appmval for the project shall be granted, hen- no provision is considered necessary.

8 The Company is executing a hydro power project in the state of Uttrakhand, when all the clearances were accorded. A case was filed ' in Honble Supreme Court of lndia after the natural disaster in Uttrakhand in June 2013 to review whether the various existing and " ongoing hydro projects have contributed to environmental degradation. Hon'ble Supreme Court of lndia on 7 May 2014. ordered that no

further construction shall be undertaken in the projects under consideration until further orders, which included the said hydro project of the Company. In the proceedings, Hon'ble Supreme Court is examining to allow few projects which have all clearances which includes the project of the Company where the work has been stopped. Aggregate cost incurrd on the project up to 31 March 2020 is f 163.40 crore (31 March 2019: f 163.33 wore). Management is confident that the appmval for proceeding with the project shall be granted. hence no provision is considered necessary.

9 An amount of t 749.01 crore (31 March 2019: t 719.71 crore) has been incurred upto 31 Match 2020 in respect of one of the hydro power projects of the Company, the construction of which has been discontinued on the advice of the Ministry of !?pwer (MOP), GOI, which includes t 439.57 crow (31 March 2019: t 413.40 crore) in respect of arbitration awards challenged by the Company before the Hon'ble High Coun of Welhi. In the event the Hon'ble High Coun grants relief to the Company, the amount would be adjusted against provisions made in this regard. Management expects that the total cost incurred, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and interest costs as well as claims of contractorslvendors for various packages for this project will be compensated in full by the GOI. Hence, no provision is considered necessary.

10 The Company had entered into an agreement for movement of coal through inland waterways for one of its stations. As per the agreement, the operator was to design, finance, build, operate and maintain the unloading and material handling infrastructure for 7 yean after which it was to be transferred to the Company at I/-. After wrnrnoncement of the operations, the operator had raised several disputes, invoked arbitration and raised substantial claims on the Company. Based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India, an amount of F356.31 more was paid upto 31 March 2039. In the previous year, the Arbitral Tribunal had awarded ,a claim of ? 1,891.09 crow plus applicable interest in favour of the operator. The Company aggrieved by the arbitral award and considering legal, opinion obtained, had fited an appeal before the Hon'ble High Court of Oelhi (Hon'ble High Court) against the said arbitral award in its entirety. Considering the provisions of Ind AS 37 'Provisions, Contingent Liabillies and Contingent Assets', Significant Amounting Policies of the Company and the principle of conservatism, an amount of T 394.07 wore was estimated and provided for as at 31 March 2019 and balance amount of P 1,875.73 cmre was disclosed as contingent liability, along with applicable interest.

During the year, against the appeal of the Company, Hon'bb High Court vide its order dated 23 September 2019 held that subject to deposit o f f 500 crore by the Company with the Registrar General of the Court within six weeks, execution of the impugned award shall remain stayed till the next date of hearing and upon handing over the entire infrastructure in terms of the contract by the operator to the Company, the Registrar General shall release the amount to the operator against a bank guarantee. The said amount was deposited with the Hon'ble High Court on 5 November 2019. Hon'ble High Court vide its order dated 8 January 2020 directed the parties to commence formal handing over of the infrastructure in the pnsence of appointed Local Commissioner and also, directed release of T 500 crore to the operator by the Registrar General subject to the outcome of this application of the Company for formal handing over of the infrastructure. On 27 January 2020, unconditional BG was submitted by the operator to Registrar General and T 500 wore was released to operator by the Hon'ble High Court. Further,f 356.31 crore paid to operator has been to ,fuel cmt and the corresponding provision has been reversed during the current year.

As per orders of Hon'ble High Court, formal handing over of the infrastructure has started on 20 January 2020 at the ptojed site. However, due to certain law and order issues ~n~tially and further due to COVID-19 pandemic, Local Cornmissio~r's visl has been . . deferred.The handing over of the infrastructure facility has not yet completed. .. .

Pendlng final disposal of the appeal by the Hon'ble High Courl, consrdering the provisions of Ind AS 37 'Provisions, Contingent Ltab~l~t~es and Contingent Assets' and Significant Accounting Policies of the Company, provision has been updated by interest to T 37.92 crores as at 31 March 2020 (31 March 2019.' 394 07 crore) and the balance amount of t 2,014.84 crore (31 March 2019: f 1,875 73 crore) has been disclosed as contingent tiablllty

I 1 Durlng the year. thermal power units of one 800 MW at Gadarwara w e f 1 June 2019, one 800 MW at Lara w.e.f. 1 October 2019, one 660 MW at Tanda w e f 7 November 2019, one 660 MW at Khargone w e f 1 February 2020. one 800 MW at Darlipalli w.e.f. 1 March a . 2020 and one 250 MW at Baraun~ w e f 1 March 2020 have been declared commercral Further, the Pakri Barwadih Coal Mine has been declared commercral w.e f 1 Apr~l 201 9

F

12 During the quarter, the Company has paid an interim dividend of f 0.50 per equity share (par value f 101- each) for the financial year 201 9-20. The Board of Oifectors has recommended final dividend of ? 2.65 per equity share (par value T 101- each). The total dividend (including interim dividend) for the financial year 2019-20 is f 3.15 per equity share (par value t 101- each).

3 The Group has adopted In4 AS 116 'Leases' effective 1 April 2019, using modified retrospective approach and therefore the cornparatfives have no1 been restated. On the date of initial application, the lease liability has been rneasured at the present value of the remaining lease payments and rrght of use assets has been recognized at an amount equal to the lease liabilities. Applmtion of Ind AS 116 does not have any material impact on the financial results of the Group.

14 Due to outbreak of COVID-19 globally and in India, the Group has made an initial assessment of itslikely adverse impact on business and its associated financial risks.The Group is mainly in the business of generation and sale of electricity which is an essential service as emphasized by the Ministry of Power (MOP), Government of India (GOl) By taking a number of proactive steps and keeping in view the safety of all its Stakeholders, the Group has ensured we availability of its power plants to generate power and has contmued to supply power during the period of lockdown.

On the directions of MOP, the Central Electricity Regulatory Commission (CERC) issued an order dated 3 April 2020 whereby it directed that Late Payment Surcharge (LPSC) shall apply at a reduced rate of 12% p.a. instead of the normal rate of 18% p.a, if any delayed payment beyond 45 days from the date of presentation of the bills falls between 24 March 2020 and 30 June 2020. Accordingly, the LPSC for the year 2020-21 is expected to be lower by f 58.88 crore approximately.Further as per the directions of MOP dated 15 & 16 May 2020, issued in accordance with the announcement of GO1 under theAtrnanirbhar Bhant special economic and comprehensive package, the Group has decided to defer the capacity charges of 1'2,670.30 crore to DlSCOMs for the I&-down perrod on account of COVID-19 pandemlc for the power not scheduled by the DISCOMs, to be payable without interest after the end of the lockdown period in three equal monthly instalments and has allowed a rebate of f 1,586.70 crore on the capa$ity charges billed during the lock-down period to DlSCOMs on account of COViD-19, in the financial year 2020-21. These amounts a n provisional and may varj due to reconciliation of related data. Due to the above, there is no material impact on the profits of the Company for the year ended 31 March 2020.

The Group belleves that the impact due to the outbreak of COVID-I9 is likely to be shorn-term in nature and does not anticipate any medium to long-term risks in the Group's ability to continue as a going concern and meeting its liabilities as and when they fall due.

I6 Formula used for computation of coverage ratios DSCR = Earning before Interest, Depreciation, Tax and Exceptional L m s /(Interest net of transfer to expenditure during construction + Scheduled principal repayments of the long term borrowings) and ISCR = Earning before Interest. Depreciation, Tax and Exceptional itemsl(lnterest net of transfer to expenditure during construction).

7 For all secured bonds issued by the Company, 100% security cover is maintained for outstanding bonds. The security has been created on property, plant and equipment through EngishlEquitable mortgage as well as hypothecation of movable assets of the Company.

18 Figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year, read with Note no.4 above.

19 Previous periods Rgures have been reclassified wherever considered necessary.


For and on beh-f Board of Directors


Independent Auditors' Report

Report on the Audit of Standalone Financial Results

Opinion

We have audited the Standalone Financial Results of NTPC Limited ("the Company") for the year ended 31 March 2020 included in the accompanying Statement of 'Standalone Financial Results for the quarter and year ended 31 March 2020 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

1. is presented in accordance with the requirements of Regulation 33 of the Listing Regulationsin this regard; and

n. gives a true and fair view in conformity with the applicable Indian Accounting Standardsprescribed under Section 133 of the Companies Act 2013 ("the Act") read with relevant rulesissued thereunder and other accounting principles generally accepted in India, of the net profitand other comprehensive income and other financial information of the Company for thequarter and the year ended 31 March 2020.

Basis for Opinion

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

,..

Emphasis of Matter

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

(a) Note No.3(a), regarding billing and accoWiting of sales on provisional basis.

(b) Note No. 5, in respect of one of the projects of G>mpanyconsisting of three Wlits of 800MWeach, where the order of National Green TribWial (NG1) on the matter of environmentalclearance for the project has been stayed by the Hon'ble Supreme Court of India, the matteris sub-judice and all the Wlits have since been declared commercial.

(c) Note No. 8, with respect to appeal filed by the Company with the Hon'ble High Court ofDelhi in the matter of Arbitral award pronoWiced against the G>mpany and the relatedprovision made/ disclosure of contingent liability as mentioned in the said note.

(d) Note No. 14, which describe the assessment of the impact of G>vid-19 pandemic by themanagement on the business and its associated financial risks.


Management's Responsibilities for the Statement

This Statement has been prepared on the basis of the standalone annual financial statements. The Company's Board of Directors are responsible for the preparation and presentation of these Standalone Financial Results that give a true and fair view of the net profit and total comprehensive income and other financial information of the G>mpany in accordance with the Indian AccoWiting Standards prescribed Wider Section 133 of the Act read with relevant rules issued thereWider and other accoWiting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accoWiting records in accordance with the provisions of the Act for safeguarding of the assets of the G>mpany and for preventing and detecting frauds and other irregularities; selection and application of appropriate accoWiting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accoWiting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsi�le for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accoWiting unless the Board of Directors either intends to liquidate the G>mpany or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the G>mpany.

\.

Auditor's Responsibilities for the Audit of the Statement

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Results.

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

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

• Obtain an understanding of internal controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under Section 143{3) rn of the Act, weare also responsible for expressing our opinion on whether the Company has adequate internalfinancial controls with reference to Standalone Financial Statements in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the ability of the Cornpanytocontinue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor's report to the related disclosures in the Statement or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditors' report. However, future events or conditionsmay cause the Company to cease to continue as a going concern.

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

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

Other Matter

The Statement include the results for the quarter ended 31 March 2020 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For S.K.Mehta & C.O Cliartered Accountants FRN000478N

P er MNo.091382 UDIN: l�I.SU,AMA.to2ooo

Place: New Delhi Dated: 27 June 2020

For S.N. Dhawan & C.O llP Chartered Accountants FRN OOOOSON/NS��

(S.K.Khattar) Partner MNo.084993 UDIN:.toot "1'3 AAAA &N'l 'S'7'f'1

For CK Prusty & Associates Chartered Acco�� FRN323220E

(CK.Prusty} Partner MNo.057318 UDIN: .2oo5731tAAA�Aw toil Place: Bhubaneshwar

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For Vanna & Vanna Chartered Accountants FRN 004532 S ,,,.-:;:;��

(P.RPrasanna V ••. uu��

Partner MNo.025854 UDIN: 2oo259'5'f AAAA Ill "tl-"12-Place: Chennai

(R anjeet Singh) Partner MNo.073488 µ)IN: '.oo7 J4tsAAM Al( 7500 Place: Kanpur

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Independent AuditOl's' Report


Report on the Audit of Consolidated Financial Results

Opinion

We have audited the Consolidated Financial Results of NTPC Limited ("the Holding Company'') and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), and its joint ventures for the year ended 31 March 2020 included in the accompanying Statement of 'Consolidated Financial Results for the quarter and year ended 31 March 2020 ("the Statement''), being submitted bythe Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements / financial results/ financial information of the subsidiaries and its joint ventures, referred to in Other Matters section below, the Statement:

1. include the financial results of the following entities:

List of Subsidiaries: 1. NTPC Electric Supply C.Ompany Ltd., 2. NTPC Vidyut Vyapar Nigam Ltd., 3. Kanti BijleeUtpadan N.igam Ltd., 4. Bhartiya Rail Bijlee C.Ompany Ltd., 5. Patratu Vidyut Utpadan NigamLtd., 6. Nabinagar Power Generating C.Ompany Ltd., 7. NTPC Mining Ltd., 8. TIIDC India Ltd.9. North Eastern Electric Power C.Orporation Ltd.

List of Joint Ventures: 1. Utility Powertech Ltd., 2. NTPGGE Power Services Private Ltd., 3. NTPGSAIL PowerC.Ompany Ltd., 4. NTPC T amilnadu Energy C.Ompany Ltd., 5. Ratnagiri Gas & Power Pvt. Ltd.,6. Ara.vali Power C.Ompany Pvt. Ltd., 7. Meja Urja N.tgam Pvt. Ltd., 8. NTPGBHEL PowerProject Pvt. Ltd., 9. National High Power Test Laboratory Pvt. Ltd., 10. Transformers andElectricals Kerala Ltd., 11. Energy Efficiency Services Ltd, 12. OL NIPC Urja Pvt. Ltd, 13.Anushakti Vidyut N.tgam Ltd., 14. Hindustan Urvarak and Rasayan Ltd., 15. Konkan LNG Ltd.,16. Trincomalee Power C.Ompany Ltd.*, 17. Bangladesh India Friendship Power C.Ompany Pvt.Ltd.*(* located outside India)

n. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations inthis regard; and

iii. give a true and fair view in conf onnity with the applicable Indian Accounting Standards· prescribed under Sectio_n 133 of the Companies Act 2013 ("the Act") read with relevant rulesissued thereunder and other accounting principles generally accepted in India, of theconsolidated net profit and other comprehensive income and other financial information of theGroup for the year ended 31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities far the Audit of the S-raterrEnt section of our report. We are independent of the Group and its joint ventures, in accordance with the C.Ode of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's C.Ode of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is

sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the following matters in the notes to the Statement:

(a) Note No. S(a) regarding billing and accounting of sales on provisional basis.

(b) Note No. 7 in respect of one of the projects of C.Ompanyconsisting of three units of 800MWeach, where the order of National Green Tnbunal (NGl) on the matter of environmentalclearance for the project has been stayed by the Hon'ble Supreme Court of India; the matteris sub-judice and the units have since been declared commercial.

(c) Note No. 10 with respect to appeal filed by the company with the Hon'ble High Court ofDelhi in the matter of Arbitral award pronounced against the company and the relatedprovision made/ disclosure of contingent liability as mentioned in the said note.

(d) Note No. 14 which describe the assessment of the impact of C.Ovid-19 pandemic by themanagement on the business and its associated financial risks.


Management's Responsibilities for the Statement

This Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation

of these C.Onsolidated Financial Results that give a true and fair view of the consolidated net profit and other comprehensive income and other financial inf onnation of the Group including its joint ventures in accordance with the Indian Accounting Standards prescribed under Section 133 of the ht read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group its Joint Ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the ht for safeguarding of the assets of the Group and its joint ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the Consolidated Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the putpose of preparation of the Consolidated Financial Results by the Directors of the Holding Company, as aforesaid

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and its joint ventures are responsible for assessing the ability of the Group and its joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group and its joint ventures or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and its joint ventures are responsible for overseeing the financial reporting process of the Group and its joint ventures.

Auditor's Responsibilities for the Audit of the Statement

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance,

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

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

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

• Obtain an understanding of internal controls relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under Section 143(3)(ij of the Act, weare also responsible for expressing our opinion on whether the Company has adequate internalfinancial controls with reference to consolidated financial statements in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Board of Directors.

events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.

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

'\

• Obtain sufficient appropriate audit evidence regarding the financial results/ financialinformation of the entities within the Group and its joint ventures to express an opinion onthe Consolidated Financial Results. We are responsible for the direction, supervision andperf onnance of the audit of financial information of such entities included in the ConsolidatedFinancial Results of which we are the independent auditors. For the other entities included inthe Consolidated Financial Results, which have been audited by other auditors, such otherauditors remain responsible for the direction, supervision and performance of the auditscarried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable

Other Matters

a) We did not audit the financial statements of Nme subsidiaries, whose financial statementsreflects total Assets oft 69,670.12 crore as at 31 March 2020; total Revenues of� 3,769.78crore and � 14,228.69 crore for the quarter and year ended on that date respectively, asconsidered in the consolidated financial results. The Statement also includes the Group's shareof net profit using the equity method, off 37.13 crore and t 384.08 crore for the quarter andyear ended 31 March 2020 respectively, as considered in the consolidated financial results, inrespect of seven joint ventures, whose financial statements have not been audited by us. Thesefinancial statements have been audited by their respective independent auditors whose reportshave been furnished to us by the management upto 24 June 2020 and our opinion on theStatement, in so far as it relates to the aforesaid subsidiaries and joint ventures is based solelyon the reports of the other auditors and the procedures performed by us are as stated inAuditor's Responsibility section above after considering the requirement of Standard onAuditing (SA 600) on 'Using the work of Another Auditor' including materiality.

..

explanations given to us by the Holding Company's Management, the Group's share of net profit included in respect of these joint ventures in these consolidated financial results are not material to the Group.

Our opinion on the Consolidated Financial Results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Results/financial information certified by the Board of Directors.

c) The Consolidated Financial Results include the results for the quarter ended 31 March 2020being the balancing figure between the audited figures in respect of the full financial year andthe published unaudited year to date figures up to the third quarter of the current financial yearwhich were subject to limited review by us.

(Ro .t Mehta) P er MNo.091382 UDIN: l.ocftt1il.�A'lP359o

For Parakh & Co. Chartered Accoun FRN001475C

Place: New Delhi Dated: 27 June 2020

For S. N. Dhawan & Co ILP Chartered Accoun�:5:=::::::,....

FRN OOOOSON/��

(S.K.Khattar) Partner MNo.084993 UDIN: looi'f'\C\l """'" e.x 2"1. r.

(Ranjeet Singh) Partner MNo.073488 UDIN: J.00"1 �CfiQ AAAAAL s,, 1-Place: Kanpur

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Payment I Previous actual payment date (I) (01.10.2019 to 31.03.20201

Hslf Yearly Com~liaoce ~ursuant to ~ e ~ u h i o n 52(4) of the SEBI (LODR) Re~ulation. 2015 1 . 52(4) (a) Credit Rating:

Next due date (s) (0 1.04.2020 to 30.09.2020)

~on~onver t ib le Debentures

XXXVI 16-12-2019 10-07-2020 4.84

XXXVII 10-08-2020 26.79

XXXVIII 23-03-2020 1 047-2020 5.04

XXXIX 1007-2020 7.23 09-06-2020 7.00

XL 10-07-2020 5.73 29-07-2020 5.00

XLI 23-1 2-20 19 10-07-2020 5.80

2. 52(4)(d) & (e) Payment Status:

CRJSIL ICRA CARE Rulings

Series

CRlSIL AAA/StabIc [ICRA J AAA (Slab14 C A M A M ; Stable

XLII

XLIIl

XLIV

XW

XXXI 1 09-03-2020

Previous Interest payment date

XLVI

XLWI

XLVIII

XLIX

L

LI

L n

53

54

09-03-2020

Previous Principal payment date

24-0 1-2020

58

59

60

61

62

63

64

65

66

67

68

69

Amount (Rs. Crore)

Next Interest payment date

04-10-2019

07-03-2020

16-12-2019

04-03-2020

24-03-2020

2543-2020

02-03-2020

Remarks: (i) Interest and redemption payments for the period 01.10.2019 to 31.03.2020 paid as pw dates indicated above.

(ii) Payments for next due date (s), if falling on holiday (s), will be made on a working day as per terms of IlWSEBl Circular (s). (ii i) In case of part redemption, interest payment on pan redempt~on has been paidrwill be paid along-with principal amount

3. For 52 (4) (b), (c) and ( f ) to (1) refer Audited Annual Financial Results for the period ended 3 1 Mmh 2020 as applimble.

31-12-2019

24-02-2020

07-t 1-2019

25-11-2019

16-12-2019

1 5 4 1-2020

Amount (Rs. Crore)

10-07-2020

04-04-2020

24-09-2020

2209-2020

Next Principal payment date

10-07-2020

04-05-2020

10-07-2020

05-05-2020

27-05-2020

24-08-2020

t 6-09-2020

04-05-2020

17-07-2020

6.08

17.60

35.31

91.45

80.28

86.87

60.8 1

50.05

242.38

314.76

5.55

46.25

5.66

20-07-2020

1605-a20

5.00

5.00

NTPC Limited (A G o w m m i o I d i a Entetpriw)

co BoRA m c m

Initial Disclosure of NTf C Limited as a Large Corporate Borrower

* Borrowins having original mawig of more than one yem and excluding external commercial borrowings.

We confirm that NTPC Limited is a Large Corporate as per the applicability criteria given under the SEBI circular SEBVWO/DDHS/CW/20 1 8 / 1 4 dated November 26,20 1 8.

r

Detrmib NTPC Limited

LAO 1 ODL 1 975GOI007966 107,373.37

"CRISIL AAAlStable" by CRISIL, "DCRA] AAA (Stable)" by ICRA &

TARE AAA; Stable" by CARE NSE

Sr. No. I Pnrticnlnn

Nandini Sarkar

1

2

4

5

company secretzrry Email: [email protected] Contact No.: 01 1-24360959

Name of the company CIN Outstanding bornwing of company as on 3 1.03.2020* @. in Crore) Highest C d i t Rating During the previous FY along with name of the Credit Rating Agency

Name of Stock Exchange in which the fine sMl be paid, in case of shortfall in the required borrowing under the framework

Director (Finance)

Registered Ofticc: PJTPC Bhswan, SCOPE Complex, 7, Imituthal Area, Lodi Road, New Delhi-f 10003 Corporate Idelttifi~lliion Number: LAD101 DL 1975GO1007%6, Telephone Ne.4 I I24387333, Fax: 01 1-24361018, M a U : [email protected]

Website: www.ntpc.co.in

NTPC Limited (A Gmenmmi sflndda E-1

CORPORATE CEhWX

Annual Disclosure of lYTPC Limited as a Large Corporate Borrower

1. Name ofthe Company: NTPC Limited

2. CIN: L4010DL1975GOI007966

3. Report filed for FY: 201 9-20

4. Details of the borrowings (dl figures in Rs. crore):

S. No. i.

ii.

iii.

Nil

Particulars hcrementd born* done in F'Y (a) Mandatory bornwing to be done through issuance of debt securities

iv.

Detrmils 24,056.50

6,014.13

(b) = (25% of a) Actual borrowings done through debt securities in FY (c) Shoddl in the mandatory borrowing through debt securities, if any

(dl = (b) - (c)

1 I through debt securities I 1 * Borrowings having original mahui& ofmore than one yem und acluding mema1 commercial borrowings.

7,356.50

v.

Nandini Sarkar

company secretary Email: [email protected] Contact No.: 0 1 1-24360959

Director (Finance)

(If the dcdated value is zero or negative, write "nil*') Reasons for short fall, ifany, in mandatory borrowings

Registered Office: NTPC Bbawan, SCOPE Complex, 7, Mtutiond Area Lodi Road, New Delhi-110003 Corporate identitication Number: LAOlOlDL1975GOI007966, Telephone N0.41124387333, Fax: 01 1-24361018. Email: isd@+epc.w.in

Website: www.ntpc.co.in

Not applicabIe

Ref. No.:Ol/ FA/ISDlCompliance/20 18-19


&=&h &/ Corporate Centre

Dated: 25/05/20 19

Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex, Bandra(E) Mumbai-400 051

Fax No: 022 -26598237/26598238/66418 1251 66418126

Emai1:- [email protected]

Dear Sir,

General Manager Department of Corporate Services BSE Limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001

Fax No: 022 -2272 1072122722037122722039/ 2272204 1122722 16 1122723577

Email:- [email protected]

Sub:

We are enclosing herewith the Audited Annual Financial Results (Standalone & Consolidated) for the financial year ended March 3 1, 201 9 along with Unaudited Financial Results for the Quarter ended March 31, 2019 in the prescribed format. Also enclosed is the Auditors Report(s) on the Annual Financial Results (Standalone & Consolidated) for the financial year ended March 31, 2019. Further, it is hereby declared that the Joint Statutory Auditors of the Company have furnished Audit Report on Standalone & Consolidated Financial Results with unmodified opinion. These results have been reviewed by the Audit Committee of the Board of Directors and approved by the Board of Directors in their meeting held on May 25,201 9.

Submission of Annual Audited Results (Standalone and Consolidated) of NTPC Ltd. for the Financial Year ended March 31,2019 and recommendation of Final Dividend for the Financial Year 2018-19.

- -

The information as required under Regulation 52(4) of the SEBI (LODR) Regulations, 2015 is also being submitted along-with the Audited Financial Results.

The, Board of Directors have also recommended final dividend of Rs. 2.50 per equity share for the financial year 2018-19, subject to approval of the Shareholders in the ensuing Annual General Meeting. The final dividend is in addition to the interim dividend of Rs. 3.58 per equity share for the financial year 2018-19 paid in February 2019.

The Board Meeting commenced at I &tXland concluded at 1 : f i M 8

The submitted information shall also be hosted on the Company's website.

N d * u Yours faithhlly, Thanking you.


Encl.: As Above

* mufm : * m, FFTimr, 7:mm m, a'ra ?b 4 m-110003 VP4%Z W R : L40101DL1975G01007966, b f h l h 4.: 011-24387333, h 4.: 011-24361018, @R% [email protected], -: www.ntpc.co.in

Registered Otnce : NTPC Bhawan, SCOPE Complex. 7 Institutional Area, Lodi Road, New Delhi-110003 Corporate Identification Number : L40101 DL1975G01007966, Telephone No.: 011-24387333, Fax No.: 011-24361018, E-mail : [email protected]


NTPC LIMITED STATEMENT OF AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH 2019

P Crore SI. Particulars Standalone Consolidated

No. Quarter ended Quarter ended Quarter ended Year ended Year ended Year ended Year ended 31.03.2019 31.1 2.2018 31.03.2018* 31.03.2019 31.03.2018" 31.03.2019 31.03.2018* (Unaudited) (Unaudited) (Unaudited) (Audited) (Audited) (Audited) (Audited)

1 2 3 4 5 6 7 8 9 1 Income

(a) Revenue from operations 21222.39 23100.26 90307.43 83452.70 95742.03 88083.31 24120.36 (b) Other income 1323.22 187.65 517.57 1872.13 1755.25 1795.31 1558.28 Total income (a+b) 22545.61 24308.01 2361 7.83 921 79.56 85207.95 97537.34 89641.59

2 Expenses - (a) Fuel cost , . . 11 990.67 1451 1.85 12569.67 52493.74 4831 5.47 53833.78 48992.80

A . - . (b) Electricity purchased for trading .: L 709.58 710.15 528.63 2713.68 1313.51 5288.12 4323.49 & , - ' ;.---' - 1 (c) Employee benefits expense 1206.08 1 146.37 1368.21 4779.89 4734.67 4907.59 4791.97

(d) Finance costs 925.70 1277.00 1104.17 4716.74 3984.25 5260.85 4434.59 '- 9 > ..

, , -.! (e) Depreciation, amortisation and impairment 1504.75 2001.01 1934.81 7254.36 7098.86 7688.1 0 7459.93

expense (9 Other expenses 2671.66 1 172.09 2723.77 7548.63 . 7421.73 7603.03 7554.59 Total expenses (a+b+c+d*e+f) 19008.44 2081 8.47 20229.26 79507.04 72868.49 84581.47 77557.37

3 Profit before tax, Regulatory deferral account 3537.17 3489.54 3388.57 12672.52 12339.46 12955.87 12084.22 balances and Share of net profit of joint ventures accounted for using equity method (1- 2)

4 Share of net profits of joint ventures accounted for 672.07 445.05 using equity method

5 Profit before tax and Regulatory deferral 3537.1 7 3489.54 3388.57 12672.52 12339.46 13627.94 12529.27 account balances (3+4)

6 Pax expense: (a) Current tax (refer Note 4) 897.25 785.82 195.12 2849.12 1625.50 2916.31 1664.86 (b) Deferred tax (refer Note 10 and 1 1 (i)) (8086.33) 780.84 793.74 (5767.83) 3631.64 (6122.72) 3988.08 Total tax expense (a+b) (7189.08) 1566.66 988.86 (2918.71) 5257.14 (3206.41) 5652.94

7 Profit after tax before Regulatory deferral 10726.25 1922.88 2399.71 15591.23 7082.32 16834.35 6876.33 account balances (5-6)

8 Net movement in Regulatory deferral account (6375.93) 462.53 525.88 (3841 34) 3260.85 (4200.90) 3625.17 balances (net of tax) (refer Note 10 and 11 (i)) 4

9 Profit for the period (7+8) 4350.32 2385.41 2925.59 11 749.89 10343.1 7 12633.45 10501.50 10 Other comprehensive incomel(expense)

(a) Items that will not be reclassified to profit or loss (net of tax) (i) Net acturial gainsl(iosses) on defined (192.68) 2.57 73.18 (185.13) (7.28) (185.13) (7.28)

benefit plans . = , -. (ii) Net ga~ns/(losses) on fair value of equity (23.28) 31.38 (37.56) (16.74) , (7.20) (16.74) (7.20) - - instruments . (iii) Share of other comprehensive income of I " (1.07) (0.16)

, I joint ventures accounted for under the equity method .- -

-

u w 03.- w w w m o z w ~ $ 5 7 9 9u,* =? *

w 9

r n i m c o o w "3: m 8 03 m m m m m a ~ r -

$ 8 9 ; Y m 9 $ - s z - 0 6 N F F

w m m m m b N m m m a g m - 2 2 2 , 2 x : 2 : ; 9 e - 4 0 5 u 6 3 'i P 7 N t n

0 gcu' 00 z 03 2 " " m m 'i - x r - m

m u ' - 0 a - - m m o m b j g s 9 z z z

E m w m - m w m e Q - r m X $ = s 2 2 2: 3 5 ; I-: r r m . - N o

.s Q W m 0 3, 9 g !

m u 5 9 3 r Z 3 'i z > z -

F w 0 3 . - u-? y ( s 3 q ; W m r ( O

3 ; s 00 -r o m r ( V r tn k 7 % " 7

r N m EN$!

m u a % 22 m r d m r - m c? r 0 b ( D l - L o a r 9" ' 9

3 6 w w m - 3 &, B 2 2 'r: % 5 N

g gE;P W 3, cu2 rn 03

Q u 4 s : cll

5 5 ; s U) In w w 5 Q 8 w B "? * =?

0 Q) N - g Z 2 r z N cu 5 CO g w s - 5 r 5 u

3 w 0

$ 0 ) ~ u, s -4. 3

2 - a a 4 d 03

e F? g c? G m

o m a m 5 5 2 a m 2 u

C C 0 0

I

2 $

E - J .- 5 P 9,

&i r r N m r s g a s W z s z W

STATEMENT OF ASSETS AND LlABlLlTlES P rrnm

' Restated

I

. .,.-.- Consolidated

2

3

B 1

2 (I)

(li)

3 4


137490.86 106379.66

330.50 397.80

8008.06

SI. No.

A I

Particulars .

ASSETS Noncurrentassets ..

(a) Property, plant and equipment (b) Capftal work-in-progress (c) Intangible assets (d) Intangible assets under development (e) Investments in subsidiary and joint venture companies (9 Investments accounted for using the equity method (g) Financial assets


127913 66 82916 74

331 76 469.36

8769 33

Standalone

(I) lnvestments (i~) Trade receivables (111) Loans (w) Other financial assets

(h) Other nokcurrent assets Sub-total - Noncurrent assets

Current assets (a) Inventories (b) Flnanclal assets

(I) Trade receivables (11) Cash and cash equivalents (hi) Bank balances other than cash and cash equivalents (IV) Loans (v) Other financial assets

(c) Other current assets Sub-total - Current assets

Resulatory deferral account 4ebR balances TOTAL - ASSETS

EQUITY AND LIABILITIES Equity

(a) Equlty share capital (b) Other equity

Total equity attributable to the owners of the parent Non controlling Interest

Sub-total -Total eauiC

Liabilities Noncurrent l i a b l l ~ s

As* 01.04.201P (AudRed)

102619.18 88080.44

293.12 434.63

7500.44

(a) Financial liabilities (I) Borrowings (11) Trade payables

- Total outstanding dues of micro and small - Total outstanding dues of creditors other than micro and srnatl enterprises

(lii) Other financial Itabilities (b) Provisions (c) Deferred tax liabilities (net) (d) Other non-current liabilities

Sub-total - Nonturrent liabilities Current llabilities

(a) Financial liabtlities (I) Borrowings (ii) Trade payables

- Total outstanding dues of micro and small - Total outstanding dues of creditors other than mbro and small enterprises

(ill) Other financial l~abilrties (b) Other current liabilttles (c) Provlslons (d) Current tax liabilities (net)

Sub-total -Current liabilities Deferred revenue Reaulatory deferral account credit balances

TOTAL - EQUITY AND LlABlUTlES

As at 01.M.2017* (Audited)

97443.34 81921.82

293 02 434.63

8134.63

As at 31.03.2019 (Audlted)

125290.68 90808.89

329.94 397.80

13054.02

As at 31.03.2018* (Audited)

119427.57 76606.91

331.60 469.36

9941 20

119698.08

6.41 41.74

1314.29 588.74

4200.14

125849.42

15502.90

353.41 7197.53

24902.27 684.34

6840.36

55480.81 2139.37

2908T7.77

108697.60

5.49 17.82

2164.69 480.90

10047.16

121413.66

6500.32

276.1 1 5316.63

21408.98 963.99

8088.83

4255A,76 2085.90

267832.09

97339 28

5.18 7.99

2247.1 3 463.15

6412.68 17.49

206492.90

3000.56

$86.65 4689.43

19179 40 1081.16 7964.92

75.20 38177.32 2121 14 482.74

241505.33

137792.88

6.41 ' 41.80

1959.86 589.09

4199.72

144589.76

15994.56

361.79 8155.83

27153.97 880.69

7150.20 32.72

59729.76 2375.06

317396.40

116715.81

5.49 17.82

2187.31 480.90

'1 0401.63

129888.96

668a.38

282.96 8424 59

22853 28 1156.99 8251.78

45649.98 2331.49

282361.67

104075.12

5.18 7.99

2355.69 463.15

6410.71 17.49

113336.33~

3119.54

191.72 5380.96

20382.82 1283 24 8f20.73

81.4p 38Sb.43 2406.84 489.33

253423,21

I**- a,,. ..,,, .:...: . .'% "@'. . . . ,. i+!. ., ; .. , ,,, > !; , ..-. . . . ..*.,. . - . , . * . .t ,... . rr.t.:'2E.. -. . . . ,.?,.' i'. 2: .';. . . a%rB!m@,.:. ,. - : . 3 . . - .>,: .,

- Less: Inter segment m i I -- 1

< - 4 ' ~ o t e s : . -

- 4 .- . 1 The above results have been reviewed by the Audit Committee of the Board of Directors in their meeting held on 25 ~ a y 2019 and:

approved by the Board of Directors in the meeting held on the same day.

2 The subsidiary and joint venture companies considered in the consolidated financial results are as follows: 5 . . .

Pending disposal of the petition by the CERC for the tariff period 2014-19, measurement of GCV of coal is being done from wagon top samples in respect of most of the stations barring a few on the grounds of safety issues, for the quantity supplied through conveyors! road and other difficulties.

,

t The Writ Petition filed in Hon'ble High Court of Delhi was withdrawn without prejudice to the rights and contentions of th; Company in the above petition pending before the CERC for adjustments of loss of GCV relating the period 2014-19. Subsequently, jn the..Taiiff Regulation for the tariff period 2019-24, CERC has allowed a compensation of 85 kcatkg on the Weighted Average GCV of .pdiS& received' on account of compensation during storage at the generating stations. .:.ch.,f

. i . :..: .- .: Safes have been provisionally recognized at t 89,007.64 crore (31 March 2018: t 79,683.50 crore) on the said basis. . . .. I . , ..

c) Sales of the Company include t 0.02 crore (31 March 2018: t: 210.33 crore) on account of income tax refundable to the beneficiaries as per Regulations, 2004. Sales also include t 82.68 crore (31 March 2018: t 66.98 crore) on account of deferred tax materialized which is recoverable from beneficiaries as per Regulations, 2014. . ::a-,.>."t

d) Sales of the Company include (-) t 2,775.82 crore (31 March 2018: ? 6.44 crore) pertaining to previous years recognized%esed op t h i orders issued by the CERCIAp

Bangladesh respectively. . - - * The financial statements are un-audited and certifed by the management of respective companies and have been considered for' consolidated financial statements of the Group. The figures appearing in their respective financial statements may change upon, completion of their audit. > , ~. # Joint Venture Company till 28 June 2018 and Subsidiary w.e.f. 29 June 2018. . ' . .(

I 3 a) The CERC notified the Tariff Regulations, 2014 in February 2014 (Regulations, 2014). The CERC has issued tarM orders for all the.

stations of the Company except five stations for the period 2014-19, under Regulations, 2014, and beneficiaries are billed b w d on! such tatiff orders issued by the CERC. For other stations, beneficiaries are billed in accordance with the principles given in the! Regulations, 2014. The energy charges in respect of the coal based stations are provtsionally billed based on the GCV of coal 'As; received', measured at wagon top samples in respect of most of the stations barring a few on the grounds of safety issues, for the quantity supplied through conveyorslroad and other difficulties. The amount provisionally billed is t 88,278.09 crore (31 March 2018: t' 79,231.07 crore). , -

i

b) The Company filed a writ petition before the Hon'ble High Court of Delhi contesting certain provisions of the Regulations, 2014 including. issue relating to the measurement of GCV. As per directions from the Hon'ble High Court on the issue of point of sampking for measurement of GCV of coal on 'As received' basis, CERC issued an order dated 25 January 2016 that sampiw for measurement of coal on 'As received' basis should be collected from wagon lop at the generating stations. Consequent to this order, wagon top: sampling for measurement of 'As received' GCV was implemented at NTPC Stations W A . ~ I October 2016. Therafter, the Company' approached the CERC with the difficulties being faced in implementation of said order through Petition No. 2441MPf2016 seeking infer-' alia a margin in the GCV measured at wagat7 top. This petition is pending in CERC.

a) 1 NTPC.Electric Supply Company Ltd. 2 NTPC Vidyut Vyapar Nigam Ltd. 3 Kanti Bijlee Utpadan Nigam Ltd. 4 Nabinagar Power Generating Company Ltd.(previously Nabinagar Power Generating Company

Private ~td.1' 5 Bhartiya Rail Bijlee Company Ltd. 6 Patratu Vidyut Utpadan Nigam Ltd.

b) Joint Venture Companies 1 Utility Powertech Ltd. 2 NTPC GE Power Services Private Ltd.* 3 NTPC SAIL Power Company Ltd. 4 NTPC Tamilnadu Energy Company Ltd. 5 Ratnagiri Gas and Power Private Ltd. 6 Aravali Power Company Private Ltd. 7 Meja Urja Nigam Private Ltd. 8 NTPC BHEL Power Projects Private Ltd.* 9 National High Power Test Laboratory Private Ltd.* 10 Transformers and Electricals Kerala Ltd.* 11 Energy Efficiency Services Ltd.* 12 CIL NTPC Urja Private Ltd." 13 Anushakti Vidhyut Nigam Ltd." 14 Hindustan Urvarak and Rasayan Ltd. 15 Konkan LNG Private Ltd.* 16 Trincomalee Power Company Ltd.* 17 Bangladesh-India Friendship Power Company Private Ltd.*

Ownership (%) . .

100.DO 100.00 100.00 . 100.00

74-00 . . . ... 74.00

50.00 50.00 - - .

50.00 . 50.00 25.51 . . .- - 50.00 50.00 50.00 20.00 8 , . b

44.60 . 36.36 50.00 . . . - . - 49.00 , ..,:, .

33.33 .- 1 14.82 s 50.00

"!

50.00

All the above Companies are incorporated in India except Company at SI. bJo.16 and 17 which are incorporated in Srilanka andi

e) The commercial operation date (COD) of one of the stations of the Company declared by the Company as 14 November 2014 was challenged by one of its beneficiaries. CERC vide order dated 20 September 2017, directed to consider the COD of the said unit as 8 March 2016 in place of 14 November 2014. The CERC further directed that the revenue earned over and above fuel cost ftom sale of infirm power from 15 November 2014 to 7 March 2016, be adjusted in the capital cost of the said unit. The Company filed an appeal against this order in APTEL on I I October 2017'. Pending disposal of the appeal and considering the said order of the CERC, sale8 fur the year 2017-18 was recognized as per CERC order and provision for tariff adjustment was made for the sales recognimd tit1 March 2017. On 25 January 2019, APTEL disposed off the Company's appeal by upholding the said CERC order. Fuaher, the Comqfny's appeal against the said CERC order has also been dismissed by the Hon'ble Supreme Court of lndia on 5 April 2019. Conibquytly. provision for tariff adjustment amounting to f 276.69 crores, expenditure of f 2,708.88 crore and sales of ? 2,926.47 crore. for the period from 15 November 2014 to 31 March 2018 have been reversed and related adjustment have been carried out in the prope6, plant and equipment during the year. This has resulted in increase in profit for the year by f 59.10 crore and reduction in PPE amounting to 1499.37 crore.

4 Provision for current tax of the Company for the year includes tax related to earlier years amounting to (-) 7105.88 crore (31 March 201 8: (-) t 951.30 crore).

5 During the year, one thermal unit of 800 M W at Kudgi w.e.f. 15 September 2018, one thermal unit of 250 MW at Bongaigaon w.e.t 26 March 2019 and one thermal unit of 660 M W at Solapur w.e.f. 30 March 2019 of the Company have been declared commercial. Further, pursuant to Memorandum of Understanding dated 15 May 2018 with Government of Bihar and Bihar Power Utilities, the Companx has acquired Barauni thermal Power Station having 2 units 110 MW (RBM) and 2 units 250 M W (under construction). . ' j

6 The environmental clearance ("clearance") granted by the Ministry of Environment and Forest, Government of lndia (MoEF) for Qne of the Company's project consisting of three units of 800 MW each, was challenged before the National Green Tribunal (NOT). The. Ni;f disposed off the appeal, inter alia, directing that the order of clearance be remanded to the MoEF to pass an order granting or declning clearance to the project proponent afresh in accordance with the law and the judgement of the NGT and for referring the matter to, ?-tp Expert Appraisal Committee ("Committee") for its re-scrutiny, which shall complete the process within six months &om the date of NGT order. NGT also directed that the environmental clearance shall be kept in abeyance and the Company shall maintain status, flu0 in relation to the project during the period of review by the Committee or till fresh order is passed by the MoEF, whichever is earf!er. The Company filed an appeal challenging the NGT order before the Hon'ble Supreme Court of lndia which stayed the order of the NGT ahd the matter is sub-judice. All the three units of 800 MW each have since been dectared commercial. Aggregate cost incurred'oli the project upto 31 March 2019 is f 15,598.80 crore (31 March 2018: f 15,522.77 crore). Management is confident that the approval far the project shall be granted, hence no provision is considered necessary.

7 The Company is executing a hydro power project in the state of Uttrakhand, where all the clearances were accorded. A case was filed in Hon'ble Supreme Court of lndia after the natural disaster in Uttrakhand in June 2013 to review whether the various exiang and ongoing hydro projects have contributed to environmental degradation. Hon'ble Supnme Court of India on 7 May 2014, ordered ttiid'no further construction shall be undertaken in the projects under consideration until further orders, which included the said hydro project of the Company. In the proceedings, Hon'ble Supreme Court is examining to allow few projects which have all clearances whict includes the project of the Company where the work has been stopped. Aggregate cost incurred on the project up to 31 March 2019.i$ t-163:33 crore (31 March 2018: f 163.23 crore). Management is confident that the approval far proceeding with the project shall be grant@, hence no provision is considered necessary.

8 Non-current assets - other financial assets includes t 719.71 crore (31 March 2018: P 680.1 1 crore) towards the mst incurred upto 91 March 2019 in respect of one of the hydro power projects of the Company, the construction of which has been discontinued 6n'!Ke advice of the Ministry of Power (MOP), GO1 which includes T413.40 crore (31 March 2018: t 390.59 crore) in respect.of a r b i i a h awards challenged by the Company before Hon'ble High Court of Delhi. In the event the Hon'ble High Court grants relief &.the Company, the amount would be adjusted against Current liabilities - Provisions. Management expects that the total wt inciim&, anticipated expenditure on the safety and stabilisation measures, other recurring site expenses and interest costs as weti as cl&ns.of contractors/vendors for various packages for this project will be compensated in full by the GOI. Hence, no provision is considered

c - necessary. , , . .

9 The Company had entered into an agreement for movement of coal through inland waterways for one of its Stations. 4s pe$ the agreement, the operator was to design, finance, build, operate and maintain the unloading and material handling inirastmdtu&'fof,? years after which it was to be transferred to the Company at 1 I/-. After commencement of the operations, the operator had kised several disputes, invoked arbfiration and raised substantial claims on the Company. An amount of ii356.31 cmn? (31 March 2018: f158.50 crore) has been deposited till 31 March 2019 based on the interim arbitral award and subsequent directions of the Hon'ble Supreme Court of India. During the year, the Arbitral Tribunal has awarded a claim o f f 1,891.09 crore plus appJicabk interest in favour of the operator vide their order dated 27 January 2019. The Company aggrieved by the arbitral award and considering legal opinion obtained has filed an appeal before Hon'ble High Court of Delhi against the said arMtral award in its entirety. Considering the provisions of Ind AS 37 'Provisions, Contingent Liabilities and Contingent Assets', Significant Accounting Policies of the Compay and the principle of conservatism, an amount of f 394.07 crore has been estimated and provided for and an amount of PI ,875.73 cr&'has been disclosed as contingent liability, along with applicable interest. . . ..

.. ... 10 During the year, the Company has recognised MAT credit available to the Company in future amounting to f 8,257.38 crore (31 March

2018: f Nil) as the same is likely to give future economic benefits in the form of availability of set off against future income @x tiatyility. Out of the above, an amount of f7,615.10 crore (31 March 2018: f Nil) has been recognized as payable to beneficiaries through regulatory deferral account balances. . i . . .I:

I I In accordance with Ind AS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' and Ind AS 1 'Presentation of ini in dial Statements', the Group has retrospectively restated its Balance Sheet as at 31 Ma~rch 2018 and 1 April 2017 (beginqiq of. thg preceding period) and Statement of Profit and Loss for the year ended 31 March 2018 for the reasons as stated below. . .. 4, ,

. -

(i) As per CERC Regulations,. 2014, the power utilities of the Group are entitled to a fixed return on its investment, net &.tax. Consequently, tax is a pass-through cost. A practice was followed by recognising an asset ('Deferred assets for Deferred tax l iab i l i l for the tax liability recognised in the financial statements which is recoverable from the beneficiaries. The Group used to offset d&trelIf asset for deferred tax liability recognised with the deferred tax liabilities (Net) and income on account of deferred asset for deferred tax liability was also offset with the tax expense recognised in the Statement of Profit and Loss.

<. e

Dur~ng the year, based on an opinion pronounced by EAC of ICAI, the Group has recognised Deferred asset for Deferr&tax.li&iity a$ a regulatory deferral account debitlcredit balance in accordance with Ind AS 114, Regulatory Deferral Accounts. I

As a result, regulatory deferral account debiicredit balance has increased with a corresponding increase in Deferred tax liabiliis , . (Net) as under: . . a , ( .

. . I : t

As at 1 April 2017: ? 4,927.84 crore and f 4.925.85 crore on standalone and consolidated basis respectively. - .b

As at 31 March 2018: f 7,638.53 crore and f 7,993.49 crore on standalone and consolidated basis respectively.

Further, for the year ended 31 March 2018, 'Net movement in regulatory deferral account balances' has increased by f 2,707.85 crofe and T 3,064.80 crore, on standalone and consolidated basis respectively, with a corresponding increase in deferred tax expense. .

For the quarter ended 31 December 2018 and 31 March 2018, 'Net movement in regulatory deferral account balances' has increased by an amount of t 772.53 crore and f 226.19 crore respectively with a corresponding increase in deferred tax expense in the standalone financial results.

(ii) The Company was capitalizing expenditure incurred under Rehabilitation and Resettlement (R&R) Schemes as cost of land. ~ur ing the year, an opinion has been pronounced by Expert Advisory Committee (EAC) of Institute of Chartered Accountants of India (ECAI) stating that the R&R expenditure incurred for development activities associated with the project (not merely for acquisition of land) can be considered as directly attributable to the project. Accordingly. R&R expenditure incurred for development activities associaW wiftr the project capitalized as cost of land have been reviewed. This has resulted in decrease in property,plant and equipvent as at 31 Y~rcih 201 8 by f 1,293.04 crore ( I April 201 7:f 1,619.36 crore) with corresponding increase in capital work-in progress to the same extent on standalone and consolidated basis.

12 (i) During the year, the Company has voluntarily changed the accounting policy tor 'Development expenditure on coal mine$' considering the expected time for delivering sustainable operations by the coal mines. Consequently, one of the coal minw 'has heen declared commercial w.e.f. 1 April 2019 instead of 7 December 2018. Due to the above change, impact on profit for the year is (-) f 24.70 crore.

(ii) During the year, the Company has revised certain other accounting policies for improved disclosures, There is no impact on accounts due to these changes.

13 During the quarter, the Company has paid an interim dividend o f t 3.58 per equity share (par value 101- each) for the financial year 2018-19. The Board of Directors has recommended final dividend o f t 2.50 per equity share (par value t 101- each). The tdal dividend (including interim dividend) for the financial year 2018-19 is t 6.08 per equity share (par value 7 106- each).

I 4 The Company has issued 164,90,92,880 equity shares o f t 101- each as fully paid bonus shares during the year ended 31 b&h,'2019 in the ratio of one equity share of t 101- each for every fnie equity shares held. This has been considered for calculating weighted average number of equity shares for all comparative periods presented as per Ind AS 33. In line with the above. EPS (basic and diluted) have been adjusted for all periods presented. I . . , ! . .. . . .

15 The Company entered into a Memorandum of Understanding (MoU) with State Government of Bihar and its amtiate c0mpahbs.m ?6 May 2018 for buy-out of equity of Bihar State Power Generation Company Limited (BSPGCL) in Kanti Bijlee Utpadan Nigam Umbd (KBUNL) and Nabinagar Power Generating Company Private Limited (NPGCL) and aoquisition of Barauni Thermal Power Statf64i (BTPS). Consequently, the Company bought the equity shares of BSPGCL in KBUNL and NPGCL for an amount o f f 392.78 eroFe.and t 1.737.19 crore respectively. As a result, KBUNL and NPGCL became wholly-owned subsidiaries of the Company with effect from 29 June 2018. Further, pursuant to the same MoU, all assets and liabilities (including mining rights) of BTPS have been acquired fop -a6 amount of t 2,145.33 crore by the Company with effect from 15 Qecemkr 2018. The acquisition of NPGCL and hasbean accounted as per the provisions of Ind AS 103 - Business Combinations. . .~

( r .

16 The Group has adopted Ind AS 115 - 'Revenue from Contracts with Customers' which b mandatory for reporting periods beginning on or after 1 April 2018, using the cumulative effect method and therefore the comparatives have not been restated and continmkto k reported as per Ind PrS 11 and Ind AS 18. On account of adoption of Ind AS 115, no cumulative adjustment was required as af I April 2018. Application of Ind AS 115 does not have any impact on the standalone financial results of the Company. However, adoption of Ind AS 11 5 has resulted in decline in both 'Revenue from operations' and 'Electricity purchased for trading' by f 1,048.39 cmre fbr the! ye& . . i. 8 , ended 31 March 2019 on consolidated basis.

17 Formula used for computation of coverage ratios DSCR = Earning before Interest, Depreciation, Tax and Exceptional i*s &Interest net of transfer to expenditure during construction + Scheduled principal repayments af the long term borrowings) and ISCR = Eam!ng . before Interest, Depreciation, Tax and Exceptional itemsl(lnterest net of transfer to expenditure during construction). . .

..' < , ' > , ,: . .'

18 For all secured bonds issued by the Company, 100% security cover is maintained for outstanding bonds. The security has h n created on property,plant and equipment through EnglishlEquitable mortgage as well as hypothecation of movable assets of the Company.

I .

. C

19 Previous periodslyear figures have been reclassified wherever considered necessary.

20 Figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year, post adjustments as detailed in Note 11.

21 The audited accounts are subject to review by the Comptroller and Auditor General of India under Section 143 (6) of the Companies Act, 201 3.

22 The standalone and consolidated financial statements of the Company for the year ended 31 March 2019 have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013.The statutory auditors have issued unmodified opinion on these standalone and the consolidated financial statements.

Place: New Delhi Date: 25 May 2019

For and on behalf of Board of Directors

/22

Director (Finance) . .

NTPC LIMITED Extract of the Financial Results for the Quarter and Year ended 31 March 2019

2 The Board of Directors, in their meeting held on 25 May 201 9, has recommended final dividend of P 2.50 per equity share of P 10 each for the financial year 201 8-19. /z 3 Previous periods figures have been redassifted wherever considered nec%s5ary.

14 Debt Equity Ratio 1.19 1.14 1.33 1.20

15 . Debt service coverage ratio 2.21 2.14 2.23 2.15 16 Interest service coverage ratio 5.26 5.93 5.09 5.56

* Resfated " Exduding Fly a$h utilization reserve and Corporate social responsibity reserve Notes:

1 The above is an extract of the detailed format of financial results f~led with the Stock Exchanges under Regulation 33 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015. The full format of the financial results of the Company are available on the investor section of our website https://www.ntpc.co.in and under Corporate Section of BSE Limited and National Stock Exchange of India Limited at https:llwww.bseindia.com & https:l/www.nseindia.com.

SI. No.

1 1 2 3 4 5 6 7

8 9 10 11 12

13

(P Crore)

Particulars

. .

2 Total income from operations Net profit before tax (before exceptional items) Net profit before tax (after exceptional items) Profit after tax Profit after tax attributable to owners of the parent Total comprehensive income after tax Paid-up equity share capital (Face value of share $101- each) Reserves excluding revaluation reserve as per balance sheet

~etworth" Paid up debt capital Debenture redemption reserve Earnings per share (of P 101- each) - (not annualised) (including regulatory deferral account balances): Basic and Diluted (in T) Eamings per share (of P 101- each) - (not annualised) (excluding regulatory deferral account balances): Basic and Diluted (in T)


8 95742.03 13627.94 13627.94 12633.45 12640.02 12442.18 9894.56

100142.43 109396.49 145723.29

7902.43 12.77

17.02

Consolidated Year ended 31.03.2018* (Audited)

9 88083.31 12529.27 12529.27 10501.50 1 0543.95 10480.81 8245.46

95318.01 102932.02 123368.1 8

7274.56 10.66

6.99


6 90307.43 12672.52 12672.52 1 1749.89

11548.02 9894.56

97513.61 106771.54 127430.48

7902.43 11.88

15.76

Standalone Quarter ended

31.03.201 8* (Unaudited)

5 23100.26 3388.57 3388.57 2925.59

2961.21 8245.46

2.96

2.43

Quarter ended

31.03.201 9 (Unaudited)

3 21222.39 3537.17 3537.1 T 4350.32

4134.36 9894.56

4.40

10.84

Year ended 31.03.2018* (Audited)

7 83452.70 12339.46 12339.46 10343.17

10328.69 8245.46

93532.31 101 146.56 11 5104.29

7274.56 10.45

7.16

Quarter ended

31 .I2101 8 (Unaudited)

4 24120.36 3489.54 3489.54 2385.41

2419.36 8245.46

2.41

1.94

, - t

-. . Independent Auditof s Report on Quarterly and Year to Date Standalone Financial Results of NTPC Limited Pursuant to the Regulation 33 of the SEBl (Listing Obligations and Disclosure-' Requirements) Regulations, 2015, as amended.

To Board of Directors of NTPC Limited

We have audited the accompanying standalone financial results of NTPC Limited ("the ~ o m ~ a n $ j ' ~ for the quarter ended 31 March 2019 and the year to date results for the period from 1 April 2018 t~ ' : 31 March 2019 ("the Statement"), attached herewith, being submitted by the company pursuant to .' the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) .

Regulations, 2015 ("the Regulation") read with SEBl Circulars No. CIR/CFD/FAC/62/2016 dated 5 July-: . 2016 ("the Circular"). . , . - ,:# .

-1 ' 1 ,

. . These quarterly standalone financial results as well as the year to date standalone financial results have been prepared on the basis of the reviewed standalone financial results for the nine-month : period ended 31 December 2018, the audited annual standalone financial statements as at arid'fai . . the year ended 31 March.2019 and the relevant requirement of the Regulation and the Circula~; $' '

which are the responsibility of the Company's management and have been approved by the Board of Directors of the Company. Our responsibility is to express an opinion on these standalone financial '*

results based.on our review of the standal~ne financial results for the nine-month period ended 31 December 2018, which was prepared in accordance with the measurement and recognition principles laid down in the lndian Accounting Standard (Ind AS) 34'lnterim Financial Reporti*. specified under Section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India; our audit of the annual standalarie' financial statements as at and for the year ended 31 March 2019, which have been prepared in accordance with the recognition and measurement principles laid down in Indian Accountin$ Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.

I I We conducted our audit in accordilnce with the auditing standards generally accepted- in lndia Those standards require that we-plan and perform the audit to obtain reasonable assupance aboW whether the standalone financial results are free of material misstatements. An audit indudes examining, on a test .basis, evidence supporting the amounts disclosed in standalone financial '

results. An audit also includes assessing the accounting principles used and significant estimt+$es . . . .-/ . made by management, We believe that our audit provides a reasonable basis for our opinion. .-*?$

. ..* . . . I .. . - < - . . . . In our opinion and to the best of our information and according to the explanations given to us; these quarterly standalone financial results as well as the year to date results: -

(a) are presented in accordance with the requirements of the Regulation read with the CircU3rj in this regard; and

(b) give a true and fair view of the net profit including other comprehensive income and ottier financial information of the company for the quarter ended 31 March 2019 as well as the year to date results for the period 1 April 2018 to 31 March 2019.

. . .;:,&.- .; :s>. .

Emphasis of Matter -. i+

We draw attention to the following matters in the Notes to the Statement: (a) Note No. 3 a) & b) regarding billing and recognition of sales on provisional basis pending dispoSal

of the Company's petition before CERC on the measurement of GCV of coal on 'as received' basis measured on wagon top at the unloading point, on the adjustment of loss of GCV for the period -,<,--

2014-19 and other related matters as mentioned in the said note. .. .:.

(b) Note No. 6 in respect of a Company's project consisting of three units of 800MW each, wh&& the order of NGT has been stayed by the Hon'ble Supreme Court of India, the matter is sues ;

. judiced and the units have since been declared commercial.

(c) Note No. 9 with respect to appeal filed by the company with the Hon'ble High Court of Delhi in the matter of Arbitral award pronounced against the company and the related provision made/disclosure of contingent liability as mentioned in the said note.

v .

Our opinion is not modified in respect of these matters. -. . . . - .

Other Matters - 2 &:( -

(a) We audited the adjustments, as described in Note No. 11 to the Statement, which have bixn made to the comparative financial information presented for the periods prior to quarter an! year ended 31 March 2019, in accordance with the requirement of applicable Ind AS. In our opinion, such adjustments are appropriate and have been properly applied.

(b) The Statement includes the result for the quarter ended 31 March, 2019 and the corresponding quarter ended in the previous year as reported in these standalone financial results, are the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the end of the third quarter of the current and previous financial y&i respectively, post adjustments as stated in (a) above. Also the adjusted figures upto the end bf the third quarter of the respective financial year had only been reviewed and not subjected to an audit. I

. .: i . .: For T.R. Chadha & Co LLP ' " For S. N. Dhawan & Co. LLP

Partner M No.057986

Partner M No.084993

For Kalani & Co. or P. A. & Associates

For Sagar & Associates Chartered Accountants .

FRN 003510S

FRN 000722C FRN 31308%

[V. Vidyasagar 0 a

. .. . ,Gk . -*L>f -... 8

For S.K. Kapoor & Co. For 8. M. ~hatrath & : ~ o LLP

M No. 077076

Place: New Delhi Dated: 25 May 2019

Partner

Chartered Accountants Chartered Accountants Chartered Accountants Chartered ~ccountants

Independent Auditor's Report on the Year to Date Consolidated Financial Results of NTPC Limited Pursuant to the Regulation 33 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To Board of Directors of NTPC Limited

We have audited the accompanying consolidated financial results of NTPC Limited (hereinafter referred to as "the Holding Company") and i ts subsidiaries (the Molding Company and its subsidiaries together referred to as "the Group"), and its joint ventures, for year to date period from 1 April 2018 to 31 March 2019 ('the Statement'), attached herewith, being submitted by the Holding Company .

pursuant to the requirement of Regulation 33 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulation") read with SEBl Circulars No. CIR/CFD/FAC/62/2p16 dated 5 July 2016 ("the Circular").

These year to date consolidated financial results have been prepared on the basis of audited annual consolidated financial statements, and the. relevant requirement of the Regulation and the Circulac which are the responsibility of the Holding Company's management and have been approved by the Board of Directors of the Holding Company. Our responsibility is to express an opinion on these consolidated financial results based on our audit of such consolidated financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards (Ind AS), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. ..,\ .

1.-

We conducted our audit in accordance with the auditing standards generally accepted i n India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in the statements. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements and other financial information of subsidiaries and joint ventures referred to in Other Matter paragraph below, the Statement:

, (a)' include the year to date financial results of the following entities: , .

..c. , J

List of Subsidiaries: NTPC Electric Supply Company Ltd., NTPC Vidyut Vyapar Nigam Ltd., Kanti Bijllee Utpadan Nigam Ltd., Bhartiya Rail Bijlee Company Ltd., Patratu Vidyut Utpadan Nigam Ltd., Nabinagar Power Generating Company Ltd.

List of Joint Ventures: Utility Powertech Ltd., NTPC-GE Power Services Private Ltd., NTPC-SAIL Power Company Ltd., NTPC Tamilnadu Energy Company Ltd., Ratnagiri Gas & Power Pvt. Ltd., Aravali Power Company Pvt. Ltd., Meja Urja Nigam Pvt. Ltd., NTPC-BHEL Power Project Pvt. Ltd., National High Power Test Laboratory Pvt. Ltd., Transformers and Electricals Kerala Ltd., Energy Efficiency Services Ltd., CIL NTPC Urja Pvt. Ltd., Anushakti Vidyut Nigam Ltd., Hindustan

8 . , . . . -. , - L

Urvarak and Rasayan Ltd., Konkan LNG Private Ltd., Trincomalee Power Company Ltd.*, Bangladesh lndia Friendship Power Company Pvt. Ltd.* (* located outside lndia) '.-' - ,.

.-.I ,. ..: ' I ' . .

(b) are presented in accordance with the requirements of Regulation read with Circular, in thi5 regard; and . .

: % ,

(c) give a true and fair view of the consolidated net profit including other comprehensi\i'd income and other financial information for the consolidated year to date results for the period from 1 April 2018 to 31 March 2019.

Emphasis of Matter

Considering the requirement of Standard on Auditing (SA 600) on 'Using the work of Another Auditor' including materiality, we draw attention to the following matters in the notes to the Statement: (a) Note No. 3 a) & b) regarding billing and recognition of sales on provisional basis pending disposal

of the Holding Companfs petition before CERC on the measurement of GCV of coal on 'as received' basis measured on wagon top a t the unloading point, on the adjustment of loss of GCV for the period 2014-19 and other related matters, as mentioned in the said note.

'

(b) Note No. 6 in respect of a Holding Company's project consisting of three units of 800MW each, where the order of NGT has been stayed by the Hon'ble Supreme Court of India, the matter,is sub-judiced and the units have since been declared commercial.

(c) Note No. 9 with respect to appeal filed by the Holding company with the Hon'ble High Court of Delhi in the matter of Arbitral award pronounced against the company and the related projsipn made/disclosure of contingent liability, as mentioned in the said note.


Other Matters - -1- il. .<

a) We did not audit the financial statements of six subsidiaries, whose financial statements reflects Total Assets of? 32,357.23 crore as at 31 March 2019; Total Revenues of 7 7,326.16 crore and Net Cash Inflows/(outflow) amounting to ?(-) 212.08 crore for the year ended on that date, as considered in the consolidated financial results. The Statement also includes the Group's share of net profit/(loss) (including other comprehensive income) using the equity method, of ? 643.72 crore for the year ended 31 March 2019, as considered in the consolidated financial results, in respect of seven joint ventures, whose financial statements have not been audited by us. These financial statements have been audited by &her auditors whose reports have been furnished to us by the management upto 22 May 2019 and our opinion on the Statement, in so far as it relates to the aforesaid subsidiaries and joint ventures is bafed solely on the reports of the other auditors after considering .the requirement of Standard on Auditing (SA 600) on 'Using the work of Another Auditor' including materiality.

- .

b) The Statement also includes the Group's share of net profit/(loss) (including other comprehensive income) using the equity method, o f f 27.28 crore for the year ended 31 March 2019, as considered in the consolidated financial results, in respect of ten joint ventures, whose financial statements/financial information are unaudited and have been furnished to us by the management of the Holding Company and our opinion on the

; Statement, in so far as it relates to the aforesaid joint venture companies are based solely.& \ such unaudited financial statements1 financial information. In our opinion and according to

the information and explanations given to us by the Holding Company's Management, the Group's share of net profit/(loss) (including Other Comprehensive Income) jncluded !Q respect of these joint ventures in these consolidated financial results are not material toJhq Group. . .

- . -. . - c) We audited the adjustments, as described in Note No. 11 to the statement, which have been

made to the comparative financial information presented for the periods prior to year ended 3 1 March 2019, in accordance with the requirement of applicable Ind AS. in our opin.ion, such adjustments are appropriate and have been properly applied.

><V


.. . . For T.R. Chadha & Co LLP For S. N. Dhawan & Co. LLP Chartered A c c o m s Chartered Accountants

Partner M No.057986

Partner M No. 084993

For Sagar & Associates Chartered Accountants FRN 003510S

Partner M No:027357--!.'

, %C'

. . I

For Kalani & Co. For P. A. & Associates For S. K. Kapoor .& Co. For B. M. Chatrr;'tG;& Co LLP Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

M No. 402856 M No.055955 M .No .070487 M.No.064305

Place: New Delhi Dated: 25 May 2019

I

Annexure to Letter Ref. No.:Ol /FA/ISD/ComplianceI20 18-1 9 Dated: 25/05/20 f 4

A Maharatna Company

Half Yearly Comdiance pursuant to Regulation 52(4) of the SEBI ILODR) Redation, 2015.

1 . 5214) (a) Credit Rating:

2. 52(4)(d) & (e) Payment Status:

CRISIL AAA ICRA AAA (Stable) CARE AAA

Non Convertible (Bonds) Debentures '

CRISIL ICRA CARE Ratings

Payment Status

Series

XXVIII XXIX XXX XXXI Xxxn XXXIII XXXIV XXXV XXXVI XXxvn XXXVIII XXXIX

XL XLI XLII XLIII XLIV XLV XLVI XLVn XLVIII XLIX

L LI LII - 53 54 55

-- --

Next due dates (01.04.2019 to 30.09.2019) Previous actual payment dates

Amount (Rs. Crore)

- - 700.00 - - -

10.00 8.00

- - -

7.00 5.00

- - - -

5 .OO 5 .OO

- - - - - - -

-

(01.10.2018 to

Previous Interest payment

dates 22-11-2018 04-02-201 9 20-03 -20 1 9

-

- - - - - - -

25-01-2019 - - - -

04- 10-20 1 8 07-03-20 19

17-12-2018 04-03-20 19 25-03-20 19

- 25-03-20 19

- - -

Next Principal

payment data

- -

06-05-20 19 - - -

10-06-2019 16-09-20 19

- - -

10-06-2019 29-07-2019

- - - -

16-05-20 19 20-07-20 19

- - - - - - - - -

Next Interest Payment date

- -

06-05-2019 15-07-2019 10-07-2019 15-05-2019 10-07-20 19 10-07-20 19 10-07-2019 13-08-20 19 10-07-201 9 10-07-20 19 10-07-20 19 10-07-20 19

- 1 0-07-20 19 04-05-201 9 10-07-201 9 10-07-20 19

- -

04-Q4-20 19 - -

24-09-20 19 23-09-20 19

- 2 1-08-2019

31.03.2019)

Previous Principal Payment

dates 22-11-2018 04-02-201 9

- 25-03-2019

-

15-12-2018 -

22-03-2019 - -

24- 12-20 1 8 -

02-03-20 19 - - - - - - - - - - - -

Amount (Rs. CrOra)

- -

7.1 1 43.90 6.8 1

17.02 9.58 8.43 5 -29

26.79 5.50 7.89 6.21 6.29 - 6.02

46.25 6.13 6.54

- -

17.60 - -

35.12 9 1.45

- 2 1.45

A Maharatna Company

Remarks: (i) Interest and redemption payments for the period 01.10.2018 to 31.03.2019 paid as per dates indicated

above. (ii) Payments for next due date(s), if falling on holiday(s), will be made on a working day as per terms of

Disclosure Document/SEBI Circular. (iii) In case of part redemption, interest payment on part paid/will be paid alongwith

principal amount.

3. For 52 (4) (b), (c) and (f) to (1) refer Audited Annual Financial Results for the period ended 3ISt March, 20 19 as applicable.

164

stAtement of CAsh flows for the yeAr ended 31 mArCh 2019

particulars for the year ended

31 march 2019

For the year ended

31March2018*

A. CAsh flow from operAting ACtivities

profit before tax 12,672.52 12,339.46

Add:Netmovementsinregulatorydeferralaccountbalances(netoftax) (3,841.34) 3,260.85

Add:Taxonnetmovementsinregulatorydeferralaccountbalances (1,055.13) 150.04

profit before tax including movements in regulatory deferral account balances 7,776.05 15,750.35

Adjustment for:

Depreciation,amortisationandimpairmentexpense 7,254.36 7,098.86

Provisions 1,150.07 842.99

Deferredrevenueonaccountofadvanceagainstdepreciation (74.35) (172.67)

Deferredrevenueonaccountofgovernmentgrants (39.03) 78.75

Deferredforeigncurrencyfluctuationasset (251.53) (86.32)

Deferredincomefromforeigncurrencyfluctuation 371.78 214.72

Regulatorydeferralaccountcreditbalances - (482.74)

Regulatorydeferralaccountdebitbalances 4,896.47 (2,928.15)

Flyashutilisationreservefund 5.42 74.53

Exchangedifferencesontranslationofforeigncurrencycashandcashequivalents

0.01 -

Finance costs 4,699.00 3,969.35

Unwindingofdiscountonvendorliabilities 17.74 14.90

Interest/incomeontermdeposits/bonds/investments (67.65) (246.21)

Dividendincome (124.19) (189.17)

Provisionswrittenback (316.22) (1,200.46)

Profitonde-recognitionofproperty,plantandequipment (2.72) (2.37)

Lossonde-recognitionofproperty,plantandequipment 173.84 110.67

17,693.00 7,096.68

operating profit before working capital changes 25,469.05 22,847.03

Adjustment for:

Tradereceivables (855.89) 595.40

Inventories (1,607.99) 810.85

Tradepayables,provisions,otherfinancialliabilitiesandotherliabilities 588.34 1,451.16

Loans,otherfinancialassetsandotherassets (4,537.50) (8,430.97)

(6,413.04) (5,573.56)

Cash generated from operations 19,056.01 17,273.47

Incometaxes(paid)/refunded (3,025.54) 1,976.28

net cash from/(used in) operating activities - A 16,030.47 19,249.75

B. CAsh flow from investing ACtivities

Purchaseofproperty,plantandequipment&intangibleassets (17,701.26) (18,016.86)

Paymentforbusinessacquisition (2,145.33) -

Disposalofproperty,plantandequipment&intangibleassets 71.06 8.94

Investmentinsubsidiariesandjointventurecompanies (3,051.35) (1,501.61)

` Crore

stA

nd

Alo

ne

fin

An

CiA

l st

Ate

men

ts

165

particulars for the year ended

31 march 2019

For the year ended

31March2018*

Loansandadvancestosubsidiaries (17.65) (92.40)

Interest/incomeontermdeposits/bonds/investmentsreceived 55.93 250.38

Incometaxpaidoninterestincome (39.46) (78.52)

Dividendreceived 124.19 189.17

Bankbalancesotherthancashandcashequivalents 1,809.65 (1,148.69)

net cash from/(used in) investing activities - B (20,894.22) (20,389.59)

C. CAsh flow from finAnCing ACtivities

Proceedsfromnon-currentborrowings 24,844.83 17,230.49

Repaymentofnon-currentborrowings (13,839.47) (6,966.57)

Proceedsfromcurrentborrowings 9,002.58 3,499.76

Paymentoffinanceleaseobligations (8.51) (6.62)

Interestpaid (9,248.74) (7,857.17)

Dividendpaid (4,922.55) (4,040.28)

Taxondividend (1,000.49) (816.40)

net cash from/(used in) financing activities - C 4,827.65 1,043.21

D. Exchangedifferencesontranslationofforeigncurrencycashandcashequivalents (0.01) -

net increase/(decrease) in cash and cash equivalents (A+B+C+d) (36.11) (96.63)

Cash and cash equivalents at the beginning of the year (see note 1 and 2 below) 60.49 157.12

Cash and cash equivalents at the end of the year (see note 1 and 2 below) 24.38 60.49

particulars non-current borrowings**

finance lease obligations

Current borrowings

Openingbalanceasat1April2018 1,16,174.91 184.34 6,500.32

Cashflowsduringtheyear 1,756.62 (8.51) 9,002.58

Non-cashchangesdueto:

-Acquisitionsunderfinancelease - 10.58 -

-Interestonborrowings 9,371.17 - -

-Variationinexchangerates 1,372.75 - -

-Transactioncostsonborrowings (53.99) - -

Closingbalanceasat31March2019 1,28,621.46 186.41 15,502.90

` Crore

*Restated-ReferNote47 notes: 1 Cashandcashequivalentsconsistofcheques,drafts,stampsinhand, balanceswithbanksanddepositswithoriginalmaturityofuptothreemonths.2 Reconciliationofcashandcashequivalents: CashandcashequivalentsasperNote13 24.38 60.49

3 ReferNote62fordetailsofundrawnborrowingfacilitiesthatmaybeavailableforfuture operating activities and to settle capital commitments.

4 Reconciliationbetweentheopeningandclosingbalancesinthebalancesheetforliabilitiesarisingfromfinancingactivities:

for the year ended 31 march 2019 ` Crore

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Alo

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fin

An

CiA

l st

Ate

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ts

166

Particulars Non-current borrowings**

Finance lease obligations

Current borrowings

Openingbalanceasat1April2017 1,04,855.55 145.02 3,000.56Cashflowsduringtheyear 2,406.75 (6.62) 3,499.76Non-cashchangesdueto:-Acquisitionsunderfinancelease - 45.94 --Interestonborrowings 7,951.21 - --Variationinexchangerates 1,059.31 - --Transactioncostsonborrowings (97.91) - -Closingbalanceasat31March2018 1,16,174.91 184.34 6,500.32

**Includescurrentmaturitiesofnon-currentborrowingsandinterestaccruedthereon,referNote21andNote28.

Fortheyearended31March2018

(NandiniSarkar)CompanySecretary

(SudhirArya)ChiefFinancialOfficer

(K.Sreekant)Director(Finance)

(GurdeepSingh) Chairman&ManagingDirector

ForTRChadha&CoLLPChartered Accountants

FirmReg.No.006711N/N500028

(NeenaGoel)Partner

M.No.057986

ForKalani&Co.Chartered Accountants FirmReg.No.000722C

(VikasGupta) Partner

M.No.077076

ForS.N.Dhawan&CoLLPChartered Accountants

FirmReg.No.000050N/N500045

(S.K.Khattar) Partner

MNo.084993

ForP.A.&AssociatesChartered AccountantsFirmReg.No.313085E

(S.S.Poddar)Partner

M.No.051113

ForS.K.Kapoor&Co.Chartered Accountants FirmReg.No.000745C

(V.B.Singh)Partner

M.No.073124

ForSagar&AssociatesChartered Accountants FirmReg.No.003510S

(V.VidyasagarBabu)Partner

MNo.027357

ForBMChatrath&CoLLP Chartered Accountants

FirmReg.No.301011E/E300025

(SanjaySarkar) Partner

M.No.064305

Place:NewDelhi Dated:25May2019

ForandonbehalfoftheBoardofDirectors

ThisistheStatementofCashFlowsreferredtoinourreportofevendate

` Crore

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fin

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Ate

men

ts

a)

W.e.f. 1 May 2020

List of related parties:

1. Utility Powertech Ltd. 2. NTPC-GE Power Services Private Ltd. 3. NTPC-SAIL Power Company Ltd.

15. Trincomalee Power Company Ltd.14. Konkan LNG Ltd. (upto 23 February 2021)

4. NTPC Tamil Nadu Energy Company Ltd.

W.e.f. 1 April 2020

W.e.f. 1 August 2020

Upto 30 November 2019

ii) Joint ventures companies:

9. North Eastern Electric Power Corporation Ltd. (NEEPCO) (w.e.f. 27 March 2020)8. THDC India Ltd. (THDCIL) (w.e.f. 27 March 2020)

3. NTPC Vidyut Vyapar Nigam Ltd.4. NTPC Electric Supply Company Ltd.

10. NTPC EDMC Waste Solutions Private Ltd. (w.e.f. 1 June 2020)11. NTPC Renewable Energy Ltd. (w.e.f. 7 October 2020)

1. TUSCO Limited

12. Ratnagiri Gas & Power Private Ltd. (Joint venture company upto 30 December 2020)

i) Subsidiary companies:1. Bhartiya Rail Bijlee Company Ltd. 2. Kanti Bijlee Utpadan Nigam Ltd.

5. Patratu Vidyut Utpadan Nigam Ltd.6. Nabinagar Power Generating Company Ltd. 7. NTPC Mining Ltd. (w.e.f. 29 August 2019)

Subsidiary company of THDCIL

Upto 12 August 2019

Upto 30 April 2020Mr. Prakash Tiwari

Upto 31 July 2019

Director (Projects) W.e.f 28 August 2020

Mr. Dillip Kumar Patel

Director (Finance)

6. NTPC BHEL Power Projects Private Ltd.

9. National High Power Test Laboratory Private Ltd.

Mr. Gurdeep Singh

Upto 31 March 2020

Upto 31 July 2020

Chairman and Managing Director

Director (Human Resources)

Director (Commercial)

11. CIL NTPC Urja Private Ltd.12. Anushakti Vidhyut Nigam Ltd.

Whole Time Directors

Mr. A.K.Gupta

Director (HR)

7. Meja Urja Nigam Private Ltd.

Upto 7 September 2020Upto 7 September 2020

5. Aravali Power Company Private Ltd.

Mr. A.K.Gautam1

Director (Finance)

Non-executive Director

Mr. Seethapathy Chander

Independent Directors

Mr. Chandan Kumar Mondol Director (Commercial)

Mr Ramesh Babu V. Director (Operations)

10. Energy Efficiency Services Ltd.

Mr. S.K.Roy

Mr. P.K.Mohapatra Director (Technical)

13. Hindustan Urvarak & Rasayan Ltd.

16. Bangladesh-India Friendship Power Company Private Ltd.

iii) Key Management Personnel (KMP):

8. Transformers and Electricals Kerala Ltd.

W.e.f. 18 October 2019

Joint venture company of NEEPCO1. KSK Dibbin Hydro Power Private Ltd.

Upto 12 June 2019Upto 15 November 2019

Upto 7 September 2020

Mr. Subhash JoshiNon-executive Director

Mr. Pradeep Kumar DebMr. M.P.Singh

Director (Projects)


Mr. Shashi Shekhar

Dr. K.P.K.PillayNon-executive Director

NTPC LimitedRelated Party Disclosures - 31 March 2021 - Standalone

Disclosure as per Ind AS 24 'Related Party Disclosures'

Dr. Gauri Trivedi

Mr. Ujjal Kanti Bhattachrya

Mr. Saptarshi Roy

Mr. K.Sreekant2

Director (Operations)

Non-executive DirectorDr. Bhim Singh

Mr. Vinod Kumar

Non-executive DirectorNon-executive DirectorNon-executive DirectorNon-executive Director

Upto 7 September 2020Upto 7 September 2020

b)` Crore

31 March 2021 31 March 2020 31 March 2021 31 March 2020

5.45 3.20 1,613.80 1,286.34

93.97 45.41 37.11 41.55

1,896.41 2,075.00 22.75 38.77 - 0.50 2.52 3.26 57.93 52.08 57.42 63.24 772.53 - 501.66 205.60 1,024.72 846.90 620.45 970.57 1,038.45 143.00 - 12.40 49.64 24.18 1.86 0.79 - - 4.80 18.01 247.60 - - -

` Crore

Ms. Nandini Sarkar Company Secretary W.e.f. 1 August 2018

i) Sales/purchase of goods and services

- Contracts for works/services for services provided by the Company

vi) Loans granted

iv) Dividend receivedv) Equity contributions made

ii) Sales/purchase of assets

ix) Financial guarantees issued viii) Guarantees received

Compensation to Key management personnel

- Other long term benefits

0.57 0.81 0.28

- Sale/purchase of goods

- Contracts for works/services for services received by the Company

1.51 0.27

7.71

iii) Deputation of employees

820.89

- Sitting fee 7.52

- Post employment benefits 0.11

- Termination benefits

5.75

Total compensation to key management personnel

vii) Interest on loan

Transactions with post employment benefit plans

For the year ended For the year ended

2. NTPC Foundation

1. NTPC Limited Employees Provident Fund

Joint venture Companies

The Company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares. Pursuant toParagraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then thereporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out at market terms at armlength basis. The Company has applied the exemption available for government related entities and have made limited disclosures in thefinancial statements. Such entities with which the Company has significant transactions include but not limited to Coal India Ltd., SingareniCoalfields Ltd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat Petroleum Corporation Ltd and PGCIL.

vi) Others:

4. NTPC Limited Defined Contribution Pension Trust3. NTPC Post Retirement Employees Medical Benefit Fund2. NTPC Employees Gratuity Fund

1. NTPC Education and Research Society

1. Chief Financial Officer w.e.f. 1 August 20192.Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd.

Non-executive Director Upto 22 April 2019Ms. Archana Agarwal

v) Entities under the control of the same government:

Transactions with the related parties are as follows:

Subsidiary Companies

W.e.f. 22 January 2020

Government Nominee Directors

iv) Post employment benefit plans:

For the year ended 31 March 2020

- Short term employee benefits

Particulars For the year ended 31 March 2021

Particulars

0.73

5.07

Chief Financial Officer and Company Secretary


Mr. Sudhir Arya

Mr. Vivek Kumar DewanganMr. Ashish Upadhyaya

Chief Financial Officer Upto 30 July 2019

- Contributions made during the year 824.28


0.13

` Crore

Sl. No. For the year ended

31 March 2021


1 423.46 1,345.65

2 2,849.76 2,982.07 3 6,548.35 7,441.19 4 3,967.78 3,555.98 5 10,758.98 9,118.06 6 5,371.79 4,775.45 7 985.01 827.70 8 33.33 33.96 9 4,801.46 5,765.84

1,040.03 1,004.40

625.78 482.12

829.67 1,102.75 11 1,349.23 2,226.82

12 689.77 1,058.86 13 203.65 260.67

14 192.82 332.69

15 262.54 237.15 16 - 40.29

17 RITES Ltd 434.03 631.91

18 PGCIL 228.63 23.88

17.31 32.86

32.14 35.02 127.69 250.01

91.66 52.87

` Crore

c) Outstanding balances with related parties are as follows:` Crore

As at 31 March 2021

As at 31 March 2020

1,150.39 193.00 19.78 19.09 0.15 0.03 0.60 0.60

518.78 579.59 55.30 109.33 205.23 37.42 0.57 0.42

289.64 382.28 0.01 230.54

Purchase of fuel / oil products

Bharat Coking Coal Ltd.

Bharat Heavy Electricals Ltd.

Eastern Coalfields Ltd.Central Coalfields Ltd.

- Joint venture companies

Consultancy and other services provided bythe Company

REC Ltd. Consultancy services provided by theCompany

Receipt of maintenance servicesPurchase of spares

Other entities Purchase of equipment and erection services

Purchase of equipments and providing services

South Eastern Coalfields Ltd.Northern Coalfields Ltd.

Name of the CompanyTransactions with the related parties under the control of the same government:

Particulars

Receipt of maintenance services

Amount recoverable other than loans from

- Joint venture companies- Subsidiary companies

19

60.88

Amount recoverable towards loans from




Transactions with others listed at (a)(vi) above

Mahanadi Coalfields Ltd.

GAIL (India) Ltd.

Purchase of steel and iron products

Purchase of coal

Purchase of spares

Hindustan Petroleum Corporation Ltd.

Coal India Ltd.

Indian Oil Corporation Ltd.

Nature of transaction by the Company


- Post employment benefit plans

Amount payable to

- Subsidiary companies

- Key management personnel

- Others

Western Coalfields Ltd.

5.52



Steel Authority of India Ltd.

Purchase of natural gas

10

Singareni Collieries Company Ltd.



- Others

Bharat Petroleum Corporation Ltd.

Purchase of equipment and erection services

d)

` CroreFor the year

ended 31 March 2021


1,359.62 1,099.16 87.29 99.28 140.21 79.35

37.60 20.82 6.51 10.86

8.77 8.69

28.47 - 6.55 4.28 5.55 - 7.54 14.18 10.34 12.05 4.38 5.82 8.77 5.54 5.43 3.52

1,796.32 1,873.19 100.09 200.91

18.47 38.01 3.28 -

95.00 50.00 350.00 146.83 51.41 - 30.00 - 25.00 - 190.28 - 527.25 - - 4.47

5.00 4.00 0.25 0.30

- 53.00 60.00 100.00 389.50 264.00 270.02 429.85 10.00 - 295.05 - 0.15 - 142.60 262.31 - 218.11 - 0.05

88.88 166.89 8.29 12.50 380.67 310.76

885.00 - 150.00 83.00 3.45 -

- 60.00

- 12.40

4.80 17.80

- 0.21

10.00 -

237.60 -

Joint Venture Company

Guarantees received

Bangladesh-India Friendship Power Company

Joint Venture CompanyHindustan Urvarak & Rasayan Ltd.



Loans granted


NTPC Mining Ltd


Subsidiary Company

NTPC Electric Supply Company Ltd.

Patratu Vidyut Utpadan Nigam Ltd.

Subsidiary Company

Subsidiary Company


NTPC EDMC Waster Solutions Pvt. Ltd. Subsidiary CompanyNTPC Renewable Energy Ltd. Subsidiary CompanyNTPC Vidyut Vyapar Nigam Ltd.

THDC India Ltd. Subsidiary Company

North Eastern Electric Power Corporation Ltd.

Subsidiary CompanySubsidiary Company

Energy Efficiency Services Ltd.

Contracts for works/services for services provided by the Company

Subsidiary CompanyBhartiya Rail Bijlee Company Ltd.



NTPC Renewable Energy Ltd. Subsidiary Company


Subsidiary Company

NTPC Renewable Energy Ltd.

Financial Guarantees issued

Energy Efficiency Services Ltd.Meja Urja Nigam Private Ltd.

Subsidiary Company

Bhartiya Rail Bijlee Company Ltd. Kanti Bijlee Utpadan Nigam Ltd. Patratu Vidyut Utpadan Nigam Ltd.

National High Power Test Laboratory Private Ltd.

Subsidiary CompanyNTPC Vidyut Vyapar Nigam Ltd.

Kanti Bijlee Utpadan Nigam Ltd.


Subsidiary Company

NTPC-Tamil Nadu Energy Company Ltd.

Nabinagar Power Generating Company Ltd.

Utility Powertech Ltd. Joint Venture Company

NTPC-GE Power Services Private Ltd.


NTPC-GE Power Services Private Ltd. Joint Venture CompanyUtility Powertech Ltd.

Equity contributions made

Subsidiary Company

Subsidiary Company

Subsidiary Company

NTPC SAIL Power Company Ltd

Joint Venture CompanyNTPC-SAIL Power Company Ltd.


Dividend received

Aravali Power Company Private Ltd. NTPC-Tamil Nadu Energy Company Ltd. Joint Venture CompanyNTPC Vidyut Vyapar Nigam Ltd.

Energy Efficiency Services Ltd. Joint Venture Company

Meja Urja Nigam Private Limited

Subsidiary Company

Particulars

NTPC Vidyut Vyapar Nigam Ltd. Subsidiary CompanySubsidiary Company


NTPC-GE Power Services Private Ltd.

Sale of goods

Subsidiary Company

Contracts for works/services for services receivedby the Company

Subsidiary Company

Joint Venture CompanyJoint Venture CompanyJoint Venture Company

Utility Powertech Ltd.

Transformers and Electricals Kerala Ltd.

NTPC Vidyut Vyapar Nigam Ltd.

NTPC BHEL Power Projects Private Ltd.

Purchase of goods

Patratu Vidyut Utpadan Nigam Ltd. Subsidiary CompanySubsidiary Company



Ratnagiri Gas & Power Private Ltd.

THDC India Ltd.

Subsidiary Company


Individually significant transactions

Nature of relationship

Aravali Power Company Private Ltd. Joint Venture CompanyNTPC Tamilnadu Energy Company Ltd. Joint Venture Company

Bhartiya Rail Bijlee Company Ltd. Subsidiary Company

e)

i)

ii)

iii)

iv)Sl. No.

Name of the subsidiary(S)/joint venture (JV)company

Loan granted(Amount in `

crore)

Rate of interest(p.a.)

Repayment schedule Purpose Year of grant of loan

1 Kanti Bijlee Utpadan Nigam Ltd. (S)

193.00 10% (quarterlyrest) upto31.12.2020. W.e.f 01.01.2021,SBI 1-year MCLR+ 100 bps(quarterly rest) tobe reset on 1stApril every yearbased on SBI 1-year MCLRprevailing on thedate of reset

Repayable in six equalsemi-annual installments from 30September 2020.

To sustain ongoingoperation activitiesand meet debtservicing requirements.

2017-18

150.00 10% (quarterlyrest) upto31.12.2020. w.e.f 01.01.2021SBI 1-year MCLR+ 100 bps(quarterly rest) tobe reset on 1stApril every yearbased on SBI 1-year MCLRprevailing on thedate of reset

Repayable in six equalquarterly installmentsfrom 31 December2021.

For loan repayment, interest paymentand to dischargestatutory obligations.

2019-20

2 National High PowerTest Laboratory PrivateLtd. (JV)

18.40 10% (quarterlyrest)

Principal repayable intwenty semi-annualinstallments from 30September 2022 .Interest payable halfyearly.

For repayment ofloans / contractualobligations

2019-20

Loans granted to subsidiaries and joint venture companies are detailed below:

The Company is seconding its personnel to subsidiary and joint venture companies as per the terms and conditions agreed between thecompanies, which are similar to those applicable for secondment of employees to other companies and institutions. The cost incurred by theCompany towards superannuation and employee benefits are recovered from these companies.

The Company is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd. (UPL), a 50:50joint venture between the Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair,refurbishment of various mechanical and electrical equipment of power stations. The Company has entered into Power Station MaintenanceAgreement with UPL from time to time. The rates are fixed on cost plus basis after mutual discussion and after taking into account theprevailing market conditions.

Terms and conditions of transactions with the related parties

Transactions with the related parties are made on normal commercial terms and conditions and at arm length price.

885.00 10% p.a.(quarterly rest)which will bereviewed andmutually decidedat the beginning ofeach financial yeari.e., 1st April ofeach year andshall be applicablefor the entirefinancial year.

Loan shall be repaid in53 quarterly instalmentsas per the loanagreement starting from31.03.2021 and LastInstalment shall be paidon 31.03.2034.

For debt settlementwith Lenders

2020-21

570.18 Interest shall bepayable w.e.f.01.04.2034 orafter fullrepayment of Inter-Corporate Loan of`. 885 crorewhichever isearlier as permutually agreedterms &Conditions.

Principal Repaymentshall start from FY 2034-35 or after fullrepayment of Inter-Corporate Loan of Rs.885 crore whichever isearlier as per mutuallydecided Schedule.

Novation ofresidual debt byexisting lenders infavor of NTPC .

2020-21*

4 NTPC RenewablesEnergy Ltd (S)

15.00 SBI 1-year MCLR+ 100 bps on thedate of firstdisbursement to bereset on 1st April2021 based onSBI 1-year MCLRprevailing on thedate of reset.

Out of the loan granted,an amount of ` 3.45crore was drawn whichhas been fully repaid /adjusted during theyear.

To meet immediaterequirement forFiling applicationto AP upto 4 GW,filing anapplication toRegistrars ofCompanies (RoC)for enhancingAuthorized capital,meeting otherimmediate administrative expenditure, etc

2020-21

5 NTPC Electric SupplyCompany Ltd (S)

1.50 SBI 1-year MCLR+ 100 bps on thedate of firstdisbursement to bereset on 1st April2021 based onSBI 1-year MCLRprevailing on thedate of reset

The Loan to be repaid inone instalment on orbefore 6 months fromthe date of firstdisbursement. Noamount drawn duringthe year.

To meet theRevenue Expenditure needs.

2020-21

v)

vi)

*Note: The loan of ` 570.18 crore to RGPPL has not been recognized in the books due to uncertainty involved therein.

Outstanding balances of subsidiary and joint venture companies at the year-end are unsecured, except in respect of loan to RGPPL which issecured and settlement occurs through banking transaction. These balances other than loans are interest free. The Company has not recordedany impairment of receivables relating to amounts owed by related parties. This assessment is undertaken in each financial year throughexamining the financial position of the related party and the market in which the related party operates.

Consultancy services provided by the Company to subsidiary and joint venture companies are generally on nomination basis at the terms,conditions and principles applicable for consultancy services provided to other parties.

Ratnagiri Gas and Power Pvt Ltd. (S)

3

f)

i)

ii)

iii)

iv)

Details of impairment loss on investment in subsidiaries and joint venture companies

In respect of investment in Konkan LNG Limited (KLL), the impairment provision accounted upto 31 March 2020 amounting to `

103.47 crore has been written back consequent to disposal of investment in KLL during the year.

In respect of investment in Trincomalee Power Company Limited , provision for impairment on investments has been recognised at `

14.14 crore (31 March 2020: Nil ).

In respect of investment in NTPC BHEL Power Project Pvt. Ltd., provision for impairment on investments has been recognised at `

50.00 crore (31 March 2020: ` 50.00 crore).

The Company has investments in M/s Ratnagiri Gas & Power Pvt. Ltd. (RGPPL), an erstwhile joint venture of the Company. RGPPLhad incurred losses during last few years which has resulted in substantial erosion of net worth of RGPPL. Also, value of RGPPL'sassets had declined significantly more than would be expected as a result of the passage of time or normal use. Further, Power Block(CGU) of RGPPL is not operating at its installed capacity from last many years. The recoverable amount of this investment wasassessed at ` 18.06 crore and accordingly the Company had provision for impairment of ` 816.49 crore in respect of such investmentas at 31 March 2020. During the year, the assessment of impairment of its investment in RGPPL has been carried out by anindependent expert, impact of which is explained below:

Recoverable amount is based on the value in use as its fair value less cost of disposals cannot be estimated.

Recoverable amount of investment in RGPPL has been assessed at ` Nil and is based on the present value of future cash flowsexpected to be derived from gas based power plant of RGPPL till 31 March 2039. The period is based on the estimated useful life ofthe power plant. Decrease in recoverable amount of investment in RGPPL is due to decrease in the value in use as compared to theprevious year. This has led to addition in provision for impairment by ` 18.06 crore in the current year (31 March 2020: impairmentprovision of ` 41.47 crore).

Following are the key assumptions used to determine the recoverable amount of investment: - Capacity : 1,967 MW (31 March 2020: 1,967 MW)- Auxiliary consumption : 2.00% (31 March 2020: 2.00 %)- Plant Load Factor (PLF) : 25.40% (31 March 2020: 25.40%)- Tariff : INR 5.5/kwh (31 March 2020: INR 5.5/kwh) (gross of transmission charges and losses) No growth rates have been assumed and the past experience have been considered for future cash flows which are expected to bederived. The post-tax discount rate used for the future cash flows is 12.50% (31 March 2020: 11.50%). RGPPL has become a subsidiary during the year.

` Crore

31 March 2021 31 March 2020Bhartiya Rail Bijlee CompanyLtd.

1,774.12 1,774.12

Kanti Bijlee Utpadan NigamLtd.

1,670.67 1,610.67

Patratu Vidyut Utpadan NigamLtd.

887.62 498.12

Nabinagar Power GeneratingCompany Ltd.

4,687.03 4,417.01

THDC India Ltd. 7,500.00 7,500.00

North Eastern Electric PowerCorporation Ltd.

4,000.00 4,000.00

NTPC EDMC Waste SolutionsPvt Ltd

0.15 -

Total 20,519.59 19,799.92

` Crore

31 March 2021 31 March 2020Transformers and ElectricalsKerala Ltd.

31.34 31.34

NTPC BHEL Power ProjectsPrivate Ltd.

50.00 50.00

National High Power TestLaboratory Private Ltd.

30.40 30.40

CIL NTPC Urja Private Ltd. 0.08 0.08

Trincomalee Power Company Ltd.

15.20 15.20

Bangladesh-India FriendshipPower Company Private Ltd.

533.60 444.72

Meja Urja Nigam Private Ltd. - 1,581.64

ii) In respect of investments in joint venture companies (including share application money pending allotment), the Company hasrestrictions for their disposal as at 31 March 2021 as under:

Period of restrictions for disposal of investments as perrelated agreements

i) In respect of investments in subsidiary companies (including share application money pending allotment), the Company hasrestrictions for their disposal as at 31 March 2021 as under:

Name of the Subsidiary

NTPC shall not transfer/assign or pledge shares until finalsettlement of loan i.e. 5 years moratorium and subsequently 15years for repayment.

Save and except with prior written consent of GOI, NTPC shallnot take any action that may result in shareholding in thesubsidiary falling below 51% and shall not take any action thatmay result in the subsidiary ceasing to be a governmentcompany.

5 years from the date of incorporation (i.e. 22.05.2009) orcompletion of project whichever is later.

Name of the Joint Venture Company

As per loan agreement, minimum equity of 51% shall bemaintained at all times until final settlement of loan i.e., 4 yearsmoratorium period and subsequently 11 years for repayment.

5 years from the date of signing of agreement or till the date ofcommercial operation of the last new unit of Phase-I, whicheveris later.


Save and except with prior written consent of GOI, NTPC shallnot take any action that may result in shareholding / or totalvoting power in the subsidiary falling below 51% and shall nottake any action that may result in the subsidiary ceasing to be agovernment company. Further, NTPC shall continue to hold100% of paid up capital and voting power in the subsidiary tillall amounts repayable under the loan agreement executedbetween the subsidiary and KfW are repaid.

5 years from the date of incorporation (i.e. 01 June 2020)

Amount invested as at

g) Restrictions on disposal of investment and commitmment towards further investments in the subsidiary and joint venture companies

5 years from the date of incorporation (i.e. 27.04.2010) orcommercial operation whichever is later.

12 years from the initial operation date.

15 years from the date of commercial operation date.

5 years from the date of incorporation (i.e. 02.04.2008) orcommercial operation (i.e. 31.01.2021) whichever is later.

3 years from the date of acquisition (i.e.19.06.2009) orupgradation capacity enhancement scheme whichever is later.

3 years from the date of completion of first EPC contract ofsingle order value of not less than `500 crore or till further suchtime as mutually agreed.


5 years from the date of commercial operation of the last unit ofthe project.

Hindustan Urvarak andRasayan Ltd.

1,131.76 751.09

Total 1,792.38 2,904.47

vii) The Company has provided corporate guarantee for an amount of ` 237.60 crore (31 March 2020: ` Nil) for Patratu VidyutUtpadan Nigam Ltd. (PVUNL) (a subsidiary company) in favor of Axis Bank for sanction of bank guarantee issued to Ministry of Coalfor performance security against the milestones of Banhardih coal mine development of PVUNL.

viii) The Company has provided comfort letter for NTPC Electric Supply Company Limited (NESCL) (a subsidiary company) to ICICIBank in relation for sanction of Bank Guarantee facilities for an amount of ` 10.00 crore (31 March 2020: ` Nil) to enable NESCL toparticipate in the bid process for privatization of DISCOM of Union Territory (UT) of Chandigarh.

ix) The Company has agreed to provide borrowing support to NTPC Renewable Energy Limited (a subsidiary company) upto ` 6,000crore (31 March 2020: ` Nil) in the form of long term / short term loan, bank guarantee, corporate guarantee / comfort letter to banks,etc., in case it is required by NTPC Renewable Energy Limited.

(a) 5 years from the date of incorporation (15.06.2016) or 2years from commercial operation date of any one of theproposed projects at Sindri, Gorakhpur and Barauni or date ofallotment of shares for first time, whichever is later. (b) As per Sponsors Support undertaking , NTPC shall jointlyand severally with the other sponsors provide additional fundsto meet all cost overrun incurred/to be incurred in relation to theProject. Further, NTPC shall jointly with the other sponsors,retain 51% of total equity share capital of the JV andmanagement control until the final settlement date of the loanfacility (door to door tenure of 15 years).

vi) The Company has agreed to provide unconditional and irrevocable financial support to NTPC GE Power Services Ltd. (a jointventure company) for meeting financial qualifying requirement for execution of Flue Gas De-sulfurisation (FGD) projects in India.Such support shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) notexceeding ` 600.00 Crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed ` 300.00 crore(31 March 2020: ` 300.00 crore).

iv) The Company has commitments of ` 2,253.53 crore (31 March 2020: ` 2,900.40 crore) towards further investment in the jointventure entities as at 31 March 2021.

iii) The Company has commitments of ` 7,499.90 crore (31 March 2020: ` 4,487.78 crore) towards further investment in thesubsidiary companies as at 31 March 2021.

v) The Company has commitments of bank guarantee of 0.50% of total contract price to be undertaken by NTPC-BHEL Power ProjectsPrivate Ltd. (a joint venture company) to a cumulative amount of ` 75.00 crore (31 March 2020: ` 75.00 crore).

NTPC LIMITEDNotes forming part of Consolidated Financial Statements

a)

W.e.f. 1 May 2020

NTPC LimitedRelated Party Disclosures - 31 March 2021 - Consolidated


List of Related parties:i) Joint venture companies:1. Utility Powertech Ltd. 2. NTPC-GE Power Services Private Ltd. 3. NTPC-SAIL Power Company Ltd. 4. NTPC Tamil Nadu Energy Company Ltd. 5. Aravali Power Company Private Ltd. 6. NTPC BHEL Power Projects Private Ltd. 7. Meja Urja Nigam Private Ltd.8. Transformers and Electricals Kerala Ltd.9. National High Power Test Laboratory Private Ltd.10. Energy Efficiency Services Ltd.11. CIL NTPC Urja Private Ltd.12. Anushakti Vidhyut Nigam Ltd.13. Hindustan Urvarak & Rasayan Ltd.

15. Konkan LNG Ltd. (upto 23 February 2021)16. Trincomalee Power Company Ltd.17. Bangladesh-India Friendship Power Company Private Ltd.

Whole Time DirectorsMr. Gurdeep Singh Chairman and Managing Director

1. KSK Dibbin Hydro Power Private Ltd

14. Ratnagiri Gas and Power Pvt. Ltd. (joint venture upto 30 December 2020 and subsidiary thereafter)

Parent Company:

Mr. A.K.Gautam1 Director (Finance)

ii) Key Management Personnel (KMP):

Joint venture company of NEEPCO (a Subsidiary of the Company)

W.e.f. 18 October 2019

Mr. Dillip Kumar Patel Director (HR) W.e.f. 1 April 2020

Mr Ramesh Babu V. Director (Operations)

Mr. Chandan Kumar Mondol Director (Commercial) W.e.f. 1 August 2020

Mr. Ujjal Kanti Bhattachrya Director (Projects) W.e.f 28 August 2020

Mr. A.K.Gupta Director (Commercial) Upto 31 July 2020

Mr. Prakash Tiwari Director (Operations) Upto 30 April 2020

Mr. Saptarshi Roy Director (Human Resources) Upto 31 March 2020

Mr. S.K.Roy Director (Projects) Upto 30 November 2019

Mr. P.K.Mohapatra Director (Technical) Upto 31 July 2019

Mr. K.Sreekant2 Director (Finance) Upto 12 August 2019

Independent DirectorsDr. Gauri Trivedi Non-executive Director Upto 15 November 2019Mr. Seethapathy Chander Non-executive Director Upto 12 June 2019

Mr. M.P.Singh Non-executive Director Upto 7 September 2020Mr. Pradeep Kumar Deb Non-executive Director Upto 7 September 2020Mr. Shashi Shekhar Non-executive Director Upto 7 September 2020Mr. Subhash Joshi Non-executive Director Upto 7 September 2020Mr. Vinod Kumar Non-executive Director Upto 7 September 2020Dr. K.P.K.Pillay Non-executive DirectorDr. Bhim Singh Non-executive DirectorGovernment Nominee DirectorsMr. Vivek Kumar Dewangan Non-executive DirectorMr. Ashish Upadhyaya Non-executive Director W.e.f. 22 January 2020

1. Chief Financial Officer w.e.f. 1 August 20192. Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd.

Ms. Archana Agarwal Non-executive Director Upto 22 April 2019

Chief Financial Officer and Company SecretaryMr. Sudhir Arya Chief Financial Officer Upto 30 July 2019



Shri A.K. Gautam Chairman & Director Director w.e.f. 03/12/2018, Chairman w.e.f 31/07/2020 Shri P.K. Mohapatra Chairman & Director Chairman w.e.f 29/06/2018 upto 31/07/2019 Shri A.K. Gupta Chairman & Director Chairman w.e.f 07/08/2019 upto 31/07/2020 Shri Chandan Kumar Mondol Director Director w.e.f. 18/08/2020 Shri Anil Nautiyal Director Director w.e.f. 16/01/2021 Ms Nandini Sarkar Director Shri Rajnish Bhagat Director Director w.e.f. 11/10/2019 till 30/11/2020 Shri C.V. Anand Director Director w.e.f 15/03/2018 up to 09/10/2019 Shri Mohit Bhargava Chief Executive Officer CEO w.e.f 16/01/2020 Shri Rajnish Bhagat Chief Executive Officer CEO w.e.f 11/09/2018 up to 03/06/2019 Shri A.K. Poddar Chief Executive Officer CEO w.e.f 18/07/2019 up to 31/12/2019 Shri Kumar sanjay Chief Finance Officer Shri Nitin Mehra Company Secretary Company Secretary

ChairmanChairmanDirectorDirectorDirectorCEOCEOCompany Secretary

Shri Ramesh Babu V. Chairman (Non-Executive) wef 11 May 2020Shri Prakash Tiwari Chairman (Non-Executive) upto 30 April 2020Shri Ajay Dua Non-Executive DirectorShri Praveen saxena Non-Executive Director wef 7 February 2021Shri Asit Kumar Mukherjee Non-Executive Director w.e.f. 18 May 2020 upto 31 January 2021Miss Shoba Pattabhiraman Non-Executive Director wef 1 November 2019Shri S. Narendra Non-Executive Director upto 30 April 2020Mrs. Sangeeta Bhatia Non-Executive Director upto 9 October 2019Shri A.K. Munda Chief Executive Officer wef 4 December 2020Shri Subrata Mandal Chief Executive Officer wef 18 February 2020 upto 4 December 2020Shri U. Banerjee Chief Executive Officer upto 17 February 2020Shri Ranjeet Bhattacharya Chief Finance Officer wef 1 July 2020Shri V.K.Mittal Chief Finance Officer upto 30 June 2020Ms. Priyanka Sethi Company Secretary wef 22 September 2020Mrs.Ruchi Aggarwal Company Secretary upto 16 March 2020

Shri Ramesh Babu V Non-executive Director w.e.f. 18-Aug-2020Shri A.K. Gupta Non-executive Director upto 17th Aug-2020Shri R.K. Jain Non-executive DirectorShri Praveen Saxena Non-executive Director w.e.f. 05-March-2021Shri Asit Kumar Mukherjee Non-executive Director upto 28-Feb-2021Shri S. Narendra Non-executive Director upto 30-Apr-2020Ms. Renu Narang Non-executive Director w.e.f. 01-Sep-2019Shri P M Jeena Chief Executive Officer w.e.f.01-Jun-2020Shri C Sivakumar Chief Executive Officer upto 31-May-2020Shri Amarendra Kumar Chief Finance Officer w.e.f. 13-Jan-2021Shri Manoj Srivastava Chief Finance Officer upto 07-Jan-2021Shri Vishal Garg Company Secretary

ChairmanChairmanChairman

Director & Chairman

Director W.e.f. 18 September 2020Director W.e.f. 15 October 2019Director W.e.f. 15 October 2019

Shri Ajay Dua Upto 8 October 2020

Shri A K Gupta W.e.f. 10 April 2020 to 31 July 2020Shri D K Patel W.e.f. 20 August 2020

Subsidiary Companies:

Shri Saptarshi Roy

4.Bhartiya Rail Bijlee Company Limited

2. NTPC Electric Supply Company Ltd.

5.Patratu Vidyut Utpadan Nigam Ltd.

Upto 25 June 2018 and w.e.f 23 January 2020 upto 31 March 2020As chairman w.e.f. 18 July 2018 (as Director w.e.f. 29 November 2017) upto 30 November 2019

Shri Saptarshi Roy Upto 31 March 2020

Shri Rajendra Mohan Arya W.e.f.28 August 2019Shri Parveen Saxena

1. NTPC Vidyut Vyapar Nigam Ltd.

Shri Dillip Kumar Patel

3. Kanti Bijlee Utpadan Nigam Ltd.

W.e.f. 6 April 2020

W.e.f. 9 October 2020Upto 29 July 2019

Shri S. K. Roy

Shri Sudhir AryaMs. Renu Narang

Shri Avnish SrivastavaShri Avinash Kumar, IAS

Shri Amit Prakash W.e.f. 28 January 2021

Ms. Nandini Sarkar


Director W.e.f. 18 July 2018 Upto 31 July 2019Director W.e.f. 23 August 2018 Upto 31 August 2019Director W.e.f. 20 November 2019 upto 15 September 2020Director W.e.f. 21 November 2018 Upto 7 November 2019CEO W.e.f. 9 March 2021

CEO Upto 9 March 2021CFOCompany Secretary

Shri Ramesh Babu V. Chairman w.e.f. 18.08.2020Shri Praveen Saxena Non-Executive Director w.e.f 05.02.2021Shri A. K. Gupta Non-Executive Director upto 31.07.2020Shri C.V.Anand Non-Executive Director w.e.f. 30.07.2019Ms.Alka Saigal Non-Executive Director w.e.f. 06.11.2019Shri S. Narendra Non-Executive Director upto 30.04.2020Shri Asit K Mukerjee Non-Executive Director w.e.f. 13.05.2020 upto 31.01.2021Shri Vijai Singh Chief Executive Officer w.e.f. 14.05.2019Shri S.K.Rath Chief Financial Officer w.e.f.16.05.2019Shri Manish Kumar Company Secretary

Chairman W.e.f. 17 August 2020Shri A. K. Gupta Chairman Upto 31 July 2020Shri Parth Mazumdar Non-Executive DirectorShri Aditya Dar Non-Executive Director

Shri D V Singh Chairman & Managing DirectorShri Vijay Goel Director (Personnel)Shri J. Behera Director (Finance) W.e.f. 16 August 2019Shri R K Bishnoi Director (Technical) W.e.f. 1 September 2019Shri H L Arora Director (Technical) Upto 31 August 2019Sh.U.K.Bhattacharya Non-executive Director W.e.f. 26 August 2020Sh.A.K.Gautam Non-executive Director W.e.f. 23 April 2020Sh.T.Venkatesh Non-executive DirectorSh.Rajpal Non-executive Director Upto 30 April 2021Sh.A.K.Gupta Non-executive Director W.e.f. 23 April 2020 to 31 July 2020Ms. Rashmi Sharma Company Secretary

Shri V K Singh Chairman & Managing Director W.e.f. 1 September 2019Shri Anil Kumar* Director (Personnel)Shri Hemanta Kumar Deka Director (Technical) W.e.f 6 July 2020

Chairman W.e.f. 7 October 2020Director W.e.f. 7 October 2020Director W.e.f. 7 October 2020Director W.e.f. 9 October 2020CEO W.e.f. 9 October 2020

Chairman W.e.f. 1 June 2020Director W.e.f. 1 June 2020Director W.e.f. 1 June 2020Director W.e.f. 12 March 2021CEO W.e.f. 26 February 2021CFO W.e.f. 26 February 2021

Chairman from 01.04.2020 to 14.12.2020Chairman w.e.f. 14.12.2020Non-executive Director from 01.04.2020 to 13.05.2020Non-executive Director from 01.04.2020 to 01.06.2020

Mr. Chandan Kumar Mondol

10. NTPC Renewable Energy LimitedShri C K MondolShri Vinay KumarShri Aditya DarMs Nandini SarkarShri Mohit Bhargava

12. Ratnagiri Gas & Power Private Ltd.

11. NTPC EDMC Waste Solutions Private Ltd.

Shri Parrag Jaiin NainutiaShri Sanjeev Kumar

Shri Sital Kumar NischalShri Amit Kumar KulshreshthaShri Achal Kumar AroraShri Sundeep Kumar SharmaShri Sanjiv KumarShri Manoj Srivastava

Shri Sital Kumar

Shri A. K. AcharyaShri Sudarsan Chakrabarti

6. Nabinagar Power Generating Company Ltd.

8. THDC India Ltd.

Mrs. Sangeeta Bhatia

Shri Sipan K. Garg

Shri T. R. Datta

Shri L. Khiangte, IASMs. Vandana Dadel, IASShri Sital Kumar

Shri Chandan Kumar Mondol

*Holding additional charge of Director (Finance) w.e.f 2 April 2020.

9. North Eastern Electric Power Corporation Ltd.

7. NTPC Mining Ltd.


Non-executive Director w.e.f 29.09.2020Non-executive Director from 01.04.2020 to 26.03.2021Non-executive Director from 01.04.2020 to 07.07.2020Non-executive Director from 01.04.2020 to 26.03.2021Non-executive Director from. 10.07.2020 to 26.03.2021Non-executive DirectorNon-executive Director from 01.04.2020 to 03.02.2021Non-executive Director from 01.04.2020 to 09.01.2021Non-executive Director from 01.04.2020 to 21.01.2021Managing Director from 01.04.2020 to 15.06.2020Managing Director from 15.06.2020 to 03.12.2020Managing Director w.e.f. 16.12.2020Company SecretaryChief Financial Officer

b)` Crore

31 March 2021 31 March 2020

1,711.51 1,346.57 37.11 41.55 23.82 38.77 2.52 3.26 57.42 63.24 501.66 205.60 620.45 970.57 - 12.40

1.86 0.79 4.80 18.01

11.NEEPCO Employees Group Gratuity Assurance Fund Trust


12. RGPPL Employees Gratuity Fund Trust

Shri Aditya DarShri Manoj SharmaShri Bhaskar NiyogiShri Anilraj Chellan

Shri Sanjay KhandareShri Pankaj PatelShri A K TiwariShri Prasoon KumarShri Rakesh Kumar Jain

iii) Post Employment Benefit Plans:

6.THDCIL Employees Defined Contribution Superannuation Pension Trust7.THDCIL Post Retirement Medical Facility Fund Trust

10.NEEPCO Employees Social Security Scheme Trust


3.NTPC Post Retirement Employees Medical Benefit Fund

Shri D PaulShri Sital KumarShri Asim Kumar SamantaShri Aditya Agarwal

For the year ended

- Contracts for works/services for services received by the Group

v) Equity contributions made

i) Sales/purchase of goods and services during the year

2. NTPC Foundation

Joint Venture Companies

4.NTPC Limited Defined Contribution Pension Trust

iv) Dividend received

v) Others:

Particulars

- Purchase of goods

8.NEEPCO Employees Provident Fund Trust

5.THDC Employees Provident Fund Trust

- Contracts for works/services for services provided by the Group

The Parent company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares. Pursuantto Paragraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then thereporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out at market terms at armlength basis. The Group has applied the exemption available for government related entities and have made limited disclosures in the financialstatements. Such entities with which the Company has significant transactions include but not limited to Coal India Ltd., Singareni CoalfieldsLtd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat Petroleum Corporation Ltd.

vi) Loans granted

iv) Entities under the control of the same government:

viii) Guarantees received

ii) Sales/purchase of assets


vii) Interest on loan

9.NEEPCO Employees Defined Contribution Superannuation Scheme Trust

1.NTPC Limited Employees Provident Fund2.NTPC Employees Gratuity Fund

Shri Ajay Sharma


` Crore

` CroreSl. No. For the year ended

31 March 2021For the year

ended 31 March 2020

1 423.46 1,345.65 2 4,428.45 4,255.00 3 6,585.07 7,481.60 4 3,967.78 3,555.98 5 10,758.98 9,118.06 6 5,371.79 4,775.45 7 985.01 827.70 8 4,801.46 5,765.84

9 33.33 33.96

2,943.73 2,357.17

625.78 482.12

829.67 1,102.75

11 2,076.16 2,226.82

12 699.44 1,069.14 13 250.82 353.31 14 242.65 414.18 15 273.66 251.18

16 - 40.29

17 478.74 680.61 18 22.72 19.58 19 329.58 102.65

20 65.41 38.34

21 57.42 37.40

22 0.16 0.16

1,124.69 890.76

29.94 35.90

29.22 41.06

4.10 3.96

31.99 37.72

32.14 35.02 298.23 396.90

92.82 56.36

35.47 36.09

Purchase fuel / oil productsHindustan Petroleum Corporation Ltd.

Power Grid Corporation of India Ltd. Purchase of equipment and providing services

Purchase of steel and iron products

Rites Ltd

Bharat Petroleum Corporation Ltd.



Coal India Ltd.

GAIL (India) Ltd.

Singareni Collieries Company Ltd.

Transactions with the related parties under the control of the same government:

Purchase of equipment & erectionservicesPurchase of sparesReceipt of maintenance/ consultancy services

Sale of Solar Energy

Consultancy and Other Services provided by the Group

Power System Operation Corporation Ltd. (POSOCO)

Open Access Booking

Others

Transmission & other Charges

24 Other entities

Rural Electrification Corporation Ltd. Consultancy services provided bythe Group

Sale of Power

Purchase of Bilateral Energy

Sale of Bundled Power

23 Damodar Valley Corporation

Purchase of Bilateral Energy

Power Grid Corporation of India Ltd.

Receipt of maintenance servicesNational Aluminium Company Limited

1.27

Purchase of equipment & erection services

Purchase of spares

1,011.14 824.28

1.51 - Other long term benefits 0.68 - Post employment benefits 1.37

15.54

0.92 - Termination benefits 0.81

Nature of transaction by the company

Purchase of coalCentral Coalfields LtdEastern Coalfields LtdMahanadi Coalfields Ltd

0.57

South Eastern Coalfields Ltd

- Short term employee benefitsCompensation to Key management personnel

Northern Coalfields Ltd.

Purchase fuel / oil products

Steel Authority of India Ltd.

Indian Oil Corporation Ltd. Purchase fuel / oil products

Western Coalfields Ltd.

19.97 22.47

Name of the Company

Bharat Coking Coal Ltd.


Purchase of natural gas

10 Bharat Heavy Electricals Ltd.

19.04

- Sitting fee 0.73

Transactions with post employment benefit plans- Contributions made during the year



` Crore


As at 31 March 2021

As at 31 March 2020

19.78 19.09 0.15 0.03 0.60 0.60

55.30 109.33 205.23 37.42 0.57 0.42

300.15 391.82 0.01 230.54

d) ` Crore


For the year ended

31 March 2020

1,457.33 1,159.39 87.29 99.28 140.21 79.35

7.54 14.18 10.34 12.05 4.38 5.82 8.77 5.54 5.43 3.52

19.54 38.01 3.28 -

95.00 50.00 350.00 146.83 51.41 - - 4.47

5.00 4.00 0.25 0.30

142.60 262.31 - 218.11

88.88 166.89 8.29 12.50 380.67 310.76

- 12.40

4.80 17.80 - 0.21

Aravali Power Company Private Ltd. Joint venture companyNTPC-Tamil Nadu Energy Company Ltd. Joint venture companyEnergy Efficiency Services Ltd. Joint venture company

NTPC-SAIL Power Company Ltd. Joint venture company


Contracts for works/services for services provided by the Group

Joint venture companyJoint venture companyJoint venture company


- Contracts for works/services for services received by theGroup

- Others

Transactions with others listed at (a)(v) above

5.52


Loans granted

Joint venture company



Energy Efficiency Services Ltd. Joint venture company

Aravali Power Company Private Ltd. NTPC-SAIL Power Company Ltd.



NTPC-GE Power Services Private Ltd. Utility Powertech Ltd.


NTPC-GE Power Services Private Ltd. Joint venture companyJoint venture company

National High Power Test Laboratory Private Ltd.Guarantees received

Bangladesh-India Friendship Power Company Pvt.Ltd. Joint venture companyJoint venture company

Dividend received

Equity contributions madeJoint venture company

Transformers and Electricals Kerala Ltd. Joint Venture Company

NTPC-Tamil Nadu Energy Company Ltd. Joint venture company

- Key management personnel- OthersAmount recoverable other than loans from- Joint venture companies- Post employment benefit plans



60.88

Particulars

NTPC-GE Power Services Private Ltd.NTPC BHEL Power Projects Private Ltd. Utility Powertech Ltd.

Amount

Contracts for works/services for services received by theGroup


Amount payable to


Particulars


Nature of relationship

Meja Urja Nigam Private Ltd.

Sale/purchase of goods

Meja Urja Nigam Private Ltd.



Amount recoverable towards loans from

Utility Powertech Ltd.

Hindustan Urvarak & Rasayan Ltd.



e)(i)

(ii)

(iii)

(iv)Sl. No.

Name of the jointventure company

Loan granted (Amount in `

crore)Rate of interest(p.a.)

Repayment schedule

Purpose Year of grant of loan

1 National High PowerTest LaboratoryPrivate Ltd. (JV)


Principal repayable intwenty semi-annual installments from30 September2022 . Interestpayable halfyearly.


2019-20

(v)

(vi) Outstanding balances of joint venture companies at the year-end are unsecured and settlement occurs through banking transaction. Thesebalances other than loans are interest free. The Group has not recorded any impairment of receivables relating to amounts owed by relatedparties. This assessment is undertaken in each financial year through examining the financial position of the related party and the market inwhich the related party operates.

Terms and conditions of transactions with the related partiesTransactions with the related parties are made on normal commercial terms and conditions and at arm length price.The Group is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd (UPL), a 50:50 jointventure between the Parent Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair, refurbishmentof various mechanical and electrical equipment of power stations. The Group has entered into Power Station Maintenance Agreement with UPLfrom time to time. The rates are fixed on cost plus basis after mutual discussion and after taking into account the prevailing market conditions.

The Group is seconding its personnel to Joint venture companies as per the terms and conditions agreed between the companies, which aresimilar to those applicable for secondment of employees to other companies and institutions. The cost incurred by the group towardssuperannuation and employee benefits are recovered from these companies.

Consultancy services provided by the Group to Joint venture companies are generally on nomination basis at the terms, conditions and principles applicable for consultancy services provided to other parties.

Loans granted to joint venture companies are detailed below:


(f) Restrictions on disposal of investments and commitments towards further investments in respect of joint venture companies

` Crore As at

31 March 2021 As at

31 March 2020

2,045.34 894.03 336.59 215.47

4,604.52 5,515.49

(ii) Details of significant restrictions

` Crore

31 March 2021 31 March 202031.34 31.34

50.00 50.00

30.40 30.40 0.08 0.08

15.20 15.20 533.60 444.72

- 1,581.64

1,131.76 751.09

1,792.38 2,904.47

Share of contingent liabilities incurred jointly with other investors of the joint venture companies

(i) Commitments and contingent liabilities in respect of joint venture companies

The Group has commitments of ` 2,253.53 crore (31 March 2020: ` 2,900.40 crore) towards further investment in the joint venture companies as at 31 March 2021.

The Group has commitments of bank guarantee of 0.50 % of total contract price to be undertaken by NTPC-BHEL Power Projects Private Ltd. limited to a cumulative amount of ` 75.00 crore (31 March 2020: ` 75.00 crore).

Particulars

Contingent liabilities

The Group has agreed to provide unconditional and irrevocable financial support to NTPC GE Power Services Ltd. (a joint venture company) for meeting financial qualifying requirement for execution of Flue Gas De-sulfurisation (FGD) projects in India. Such supportshall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding ` 600.00 crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed ` 300.00 crore (31 March2020: ` 300.00 crore).

Possible reimbursementsCapital commitments

In respect of investments in joint venture companies, the Group has restrictions for their disposal as under:

Name of the joint venture company Period of restrictions for disposal of investments as per related agreements Amount invested as at

Transformers and Electricals Kerala Ltd. 3 years from the date of acquisition (i.e.19.06.2009) or upgradation capacity enhancement scheme whichever is later.

NTPC BHEL Power Projects Private Ltd. 3 years from the date of completion of first EPC contract of single order value of not less than `500 crore or tillfurther such time as mutually agreed.

National High Power Test Laboratory Private Ltd. 5 years from the date of incorporation (i.e. 22.05.2009) or completion of project whichever is later. CIL NTPC Urja Private Ltd. 5 years from the date of incorporation (i.e. 27.04.2010) or commercial operation whichever is later.Trincomalee Power Company Ltd. 12 years from the initial operation date.Bangladesh-India Friendship Power Company Private Ltd. 15 years from the date of commercial operation date.

Total

Meja Urja Nigam Private Ltd. 5 years from the date of incorporation (i.e. 02.04.2008) or commercial operation (i.e. 31.01.2021) whichever is later.

Hindustan Urvarak & Rasayan Ltd. (a) 5 years from the date of incorporation (15.06.2016) or 2 years from commercial operation date of any one of theproposed projects at Sindri, Gorakhpur and Barauni or date of allotment of shares for first time, whichever is later. (b) As per Sponsors Support undertaking , NTPC shall jointly and severally with the other sponsors provideadditional funds to meet all cost overrun incurred/to be incurred in relation to the Project. Further, NTPC shall jointlywith the other sponsors, retain of 51% of total equity share capital of the JV and management control until the finalsettlement date of the loan facility (door to door tenure of 15 years).

a)

NTPC LimitedRelated Party Disclosures - 31 March 2020 - Standalone


Dr. Bhim Singh Non-executive Director W.e.f. 30 July 2018

Mr. Vinod Kumar Non-executive DirectorDr. K.P.K.Pillay Non-executive Director W.e.f. 30 July 2018

Mr. Shashi Shekhar Non-executive DirectorMr. Subhash Joshi Non-executive Director

Mr. M.P.Singh Non-executive DirectorMr. Pradeep Kumar Deb Non-executive Director

Independent DirectorsDr.Gauri Trivedi Non-executive Director Upto 15 November 2019Mr. Seethapathy Chander Non-executive Director Upto 12 June 2019


Mr. K.Sreekant2 Director (Finance) W.e.f. 29 March 2018 to 2 November 2018 and W.e.f. 12 February 2019 to 12 August 2019



Mr. Prakash Tiwari Director (Operations)

Mr. A.K.Gautam1 Director (Finance) W.e.f. 18 October 2019

1. KSK Dibbin Hydro Power Private Ltd

iii) Key Management Personnel (KMP): Whole Time DirectorsMr. Gurdeep Singh Chairman and Managing DirectorMr. A.K.Gupta Director (Commercial)

13. Anushakti Vidhyut Nigam Ltd.14. Hindustan Urvarak & Rasayan Ltd.15. Konkan LNG Ltd. (previously Konkan LNG Private Ltd.)16. Trincomalee Power Company Ltd.17. Bangladesh-India Friendship Power Company Private Ltd.

Joint venture company of NEEPCO, a Subsidiary of the Company

7. NTPC BHEL Power Projects Private Ltd. 8. Meja Urja Nigam Private Ltd.9. Transformers and Electricals Kerala Ltd.10. National High Power Test Laboratory Private Ltd.11. Energy Efficiency Services Ltd.12. CIL NTPC Urja Private Ltd.

3. NTPC-SAIL Power Company Ltd. 4. NTPC Tamil Nadu Energy Company Ltd. 5. Ratnagiri Gas & Power Private Ltd.6. Aravali Power Company Private Ltd.

6. Nabinagar Power Generating Company Ltd. (Joint venture company upto 29 June 2018)7. NTPC Mining Ltd. (w.e.f. 29 August 2019)8. THDC India Ltd. (w.e.f. 27 March 2020)9. North Eastern Electric Power Corporation Ltd. (w.e.f. 27 March 2020)

ii) Joint ventures companies:

i) Subsidiary companies:1. Bhartiya Rail Bijlee Company Ltd. 2. Kanti Bijlee Utpadan Nigam Ltd. 3. NTPC Vidyut Vyapar Nigam Ltd.4. NTPC Electric Supply Company Ltd.5. Patratu Vidyut Utpadan Nigam Ltd.

List of related parties:

1. Utility Powertech Ltd. 2. NTPC-GE Power Services Private Ltd.

b)` Crore

31 March 2020 31 March 2019 31 March 2020 31 March 2019

- - 1,286.34 1,381.41

45.41 43.34 41.55 37.33

2,134.29 1,795.27 38.77 92.47 0.50 4.30 3.26 14.34 125.66 62.06 223.34 199.87 - 20.00 205.60 99.39 846.90 698.69 970.57 222.69 143.00 30.00 12.40 - 24.18 24.30 0.79 0.60 - - 18.01 13.99

` Crore

Total compensation to key management personnel 7.71 9.49

- Termination benefits 1.51 0.35 - Sitting fee 0.73 0.73

- Post employment benefits 0.13 0.15 - Other long term benefits 0.27 0.33

Compensation to Key management personnel- Short term employee benefits 5.07 7.93

Transactions with post employment benefit plans- Contributions made during the year 824.28 852.01

v) Equity contributions madevi) Loans grantedvii) Interest on loanviii) Guarantees received



- Contracts for works/services for services received by the Company - Contracts for works/services for services provided by the Company

- Sale/purchase of goodsii) Sales/purchase of assetsiii) Deputation of employeesiv) Dividend received

Particulars Subsidiary Companies Joint venture CompaniesFor the year ended For the year ended

i) Sales/purchase of goods and services


The Company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares. Pursuantto Paragraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence,then the reporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out at marketterms at arm length basis. The Company has applied the exemption available for government related entities and have made limiteddisclosures in the financial statements. Such entities with which the Company has significant transactions include but not limited to CoalIndia Ltd., Singareni Coalfields Ltd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat PetroleumCorporation Ltd.

vi) Others:


2. NTPC Foundation


1. Chief Financial Officer w.e.f. 1 August 20192. Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd.


1.NTPC Limited Employees Provident Fund2.NTPC Employees Gratuity Fund3.NTPC Post Retirement Employees Medical Benefit Fund4.NTPC Limited Defined Contribution Pension Trust


Mr. K.P.Gupta Company Secretary Upto 31 July 2018

Mr. Aniruddha Kumar Non-executive Director Upto 30 July 2018Chief Financial Officer and Company SecretaryMr. Sudhir Arya Chief Financial Officer Upto 30 July 2019

Mr. Ashish Upadhyaya Non-executive Director W.e.f. 22 January 2020

Ms. Archana Agarwal Non-executive Director W.e.f. 7 August 2018 upto 22 April 2019

Government Nominee DirectorsMr. Vivek Kumar Dewangan Non-executive Director W.e.f. 28 April 2018

` Crore

Sl. No.For the year ended

31 March 2020

For the year ended

31 March 2019

1 1,830.89 1,248.12

2 4,331.63 2,906.89 3 9,545.38 7,979.87 4 4,691.21 4,464.44 5 9,895.57 9,429.26 6 4,903.98 5,328.59 7 1,035.50 572.32 8 33.96 288.81 9 5,855.21 6,854.74

1,004.40 2,245.50

482.12 565.69

1,102.75 1,048.25 11 2,226.82 2,304.37

12 1,058.86 683.17 13 260.67 203.36

14 237.15 202.21 15 40.29 0.69

16 RITES Ltd 631.91 1,085.81

365.55 209.94

35.02 31.25 273.89 345.30

52.87 42.39

` Crore


As at 31 March 2020

As at 31 March 2019

193.00 177.50 19.09 6.00 0.03 0.12 0.60 0.60

579.59 436.84 109.33 99.70 37.42 77.20 0.42 0.14

382.28 409.57 230.54 132.18

- Joint venture companies- Post employment benefit plans

Amount recoverable other than loans from- Subsidiary companies- Joint venture companies- Post employment benefit plans- OthersAmount payable to

Particulars

Amount recoverable towards loans from- Subsidiary companies- Joint venture companies- Key management personnel- Others

Transactions with others listed at (a)(vi) above For the year ended 31 March 2020



60.88 12.43

REC Ltd. Consultancy services provided by theCompany


17 Other entities Purchase of equipment and erectionservices

Purchase of sparesReceipt of maintenance servicesConsultancy and other services provided bythe Company

Indian Oil Corporation Ltd. Purchase of oil productsBharat Petroleum Corporation Ltd. Purchase of natural gas and oil products

Steel Authority of India Ltd. Purchase of steel and iron products

10 Bharat Heavy Electricals Ltd. Purchase of equipment and erectionservices

Purchase of spares

Receipt of maintenance servicesGAIL (India) Ltd. Purchase of natural gas

Bharat Coking Coal Ltd. Purchase of coal

Central Coalfields Ltd.Eastern Coalfields Ltd.Mahanadi Coalfields Ltd.Northern Coalfields Ltd.South Eastern Coalfields Ltd.Western Coalfields Ltd.Coal India Ltd.Singareni Collieries Company Ltd.

Transactions with the related parties under the control of the same government:Name of the Company Nature of transaction by the Company

d)

` Crore


For the year ended

31 March 2019

1,099.16 1,006.00 99.28 137.34 79.35 223.51

20.82 26.26 10.86 4.57

8.69 6.46

14.18 11.10 12.05 13.10

1,873.19 1,795.27 260.20 -

38.01 41.68

50.00 20.00 146.83 71.65 - 20.00

4.47 4.01 4.00 3.50 0.30 0.23

53.00 121.59 100.00 75.00 264.00 110.00 429.85 392.10 262.31 110.00 218.11 - 0.05 - 166.89 - 12.50 5.62 310.76 107.07

83.00 30.00 60.00 -

12.40 -

17.80 13.60

0.21 0.39

e)

i)

ii)

iii)

Terms and conditions of transactions with the related parties

Transactions with the related parties are made on normal commercial terms and conditions and at arm length price.

The Company is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd. (UPL), a50:50 joint venture between the Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair,refurbishment of various mechanical and electrical equipment of power stations. The Company has entered into Power StationMaintenance Agreement with UPL from time to time. The rates are fixed on cost plus basis after mutual discussion and after taking intoaccount the prevailing market conditions.

The Company is seconding its personnel to subsidiary and joint venture companies as per the terms and conditions agreed between thecompanies, which are similar to those applicable for secondment of employees to other companies and institutions. The cost incurred bythe Company towards superannuation and employee benefits are recovered from these companies.

Guarantees received

Utility Powertech Ltd. Joint Venture Company

NTPC-GE Power Services Private Ltd. Joint Venture Company

Kanti Bijlee Utpadan Nigam Ltd. Subsidiary CompanyNTPC Vidyut Vyapar Nigam Ltd. Subsidiary Company

National High Power Test Laboratory Private Ltd. Joint Venture Company

NTPC-Tamil Nadu Energy Company Ltd. Joint Venture CompanyHindustan Urvarak & Rasayan Ltd. Joint Venture CompanyLoans granted

Energy Efficiency Services Ltd. Joint Venture CompanyNTPC Mining Ltd Subsidiary CompanyBangladesh-India Friendship Power Company Joint Venture Company

Patratu Vidyut Utpadan Nigam Ltd. Subsidiary CompanyNabinagar Power Generating Company Ltd. Subsidiary CompanyMeja Urja Nigam Private Ltd. Joint Venture Company

Bhartiya Rail Bijlee Company Ltd. Subsidiary CompanyKanti Bijlee Utpadan Nigam Ltd. Subsidiary Company

NTPC-GE Power Services Private Ltd. Joint Venture CompanyEquity contributions made

Energy Efficiency Services Ltd. Joint Venture CompanyUtility Powertech Ltd. Joint Venture Company

Aravali Power Company Private Ltd. Joint Venture CompanyNTPC Vidyut Vyapar Nigam Ltd. Subsidiary Company

Dividend receivedNTPC-SAIL Power Company Ltd. Joint Venture Company

Purchase of goodsEnergy Efficiency Services Ltd. Joint Venture Company

NTPC Vidyut Vyapar Nigam Ltd. Subsidiary CompanyNabinagar Power Generating Company Ltd. Subsidiary Company

Meja Urja Nigam Private Limited Joint Venture CompanySale of goods

NTPC Vidyut Vyapar Nigam Ltd. Subsidiary Company

Nabinagar Power Generating Company Ltd. Subsidiary Company

NTPC SAIL Power Company Ltd Joint Venture Company

NTPC-GE Power Services Private Ltd. Joint Venture CompanyContracts for works/services for services provided by the CompanyPatratu Vidyut Utpadan Nigam Ltd. Subsidiary Company

Utility Powertech Ltd. Joint Venture CompanyNTPC BHEL Power Projects Private Ltd. Joint Venture Company


Particulars Nature of relationship

Contracts for works/services for services receivedby the Company

iv)Sl. No.

Name of the subsidiary(S)/joint venture (JV)company

Loan granted(Amount in `

crore)

Rate of interest(p.a.)

Repayment schedule Purpose Year of grant of loan


The loan has been fullyrepaid / adjusted duringthe year.

To facilitate progressof ongoingexpansion andmeeting debt servicerequirements.

2016-17


Repayable in six equalsemi-annual installments from 30September 2020.

To sustain ongoingoperation activitiesand meet debtservicing requirements.

2017-18


Repayable in six equalquarterly installmentsfrom 31 December2021. Loan not yetdrawn till 31 March2020.

For loan repayment ,interest payment andto dischargestatutory obligations.

2019-20

2 Patratu Vidyut UtpadanNigam Ltd. (S)


The loan has been fullyrepaid / adjusted duringthe year.

To sustain ongoingO&M and R&Mactivities.

2016-17

3 National High PowerTest Laboratory PrivateLtd. (JV)


Principal and interestrepayable in twentysemi-annual installments from 30September 2022 .


2019-20

4 NTPC Vidyut VyparNigam Ltd. (S)

90.00 10 % (quarterlyrest)

Out of the loan granted,an amount of ` 60.00Crore was paid whichhas been fully repaid /adjusted during theyear.

For meeting shortterm working capitalrequirement

2019-20

v)

vi)

Consultancy services provided by the Company to subsidiary and joint venture companies are generally on nomination basis at the terms,conditions and principles applicable for consultancy services provided to other parties.

Outstanding balances of subsidiary and joint venture companies at the year-end are unsecured and settlement occurs through bankingtransaction. These balances other than loans are interest free. The Company has not recorded any impairment of receivables relating toamounts owed by related parties. This assessment is undertaken in each financial year through examining the financial position of therelated party and the market in which the related party operates.

Loans granted to subsidiaries and joint venture companies are detailed below:

1 Kanti Bijlee UtpadanNigam Ltd. (S)

` Crore

31 March 2020 31 March 2019Bhartiya Rail Bijlee CompanyLtd.

1,774.12 1,721.13

Kanti Bijlee Utpadan NigamLtd.

1,610.67 1,510.67

Patratu Vidyut Utpadan NigamLtd.

498.12 234.12

Nabinagar Power GeneratingCompany Ltd.

4,417.01 3,987.16

THDC India Ltd. 7,500.00 -

North Eastern Electric PowerCorporation Ltd.

4,000.00 -

Total 19,799.92 7,453.08

31 March 2020 31 March 2019Transformers and ElectricalsKerala Ltd.

31.34 31.34

NTPC BHEL Power ProjectsPrivate Ltd.

50.00 50.00

National High Power TestLaboratory Private Ltd.

30.40 30.40

CIL NTPC Urja Private Ltd. 0.08 0.08

Trincomalee Power Company Ltd.

15.20 15.20

Bangladesh-India FriendshipPower Company Private Ltd.

444.72 277.83

Meja Urja Nigam Private Ltd. 1,581.64 1,319.33

Hindustan Urvarak andRasayan Ltd.

751.09 440.32

Total 2,904.47 2,164.50



3 years from the date of acquisition (i.e.19.06.2009) orupgradation capacity enhancement scheme whichever is later.

5 years from the date of commercial operation of the last unit ofthe project.

5 years from the date of commercial operation. Further, as perloan agreement, minimum equity of 51% shall be maintained atall times until final settlement of loan i.e., 4 years moratoriumperiod and subsequently 11 years for repayment.

5 years from the date of signing of agreement or till the date ofcommercial operation of the last new unit of Phase-I, whicheveris later.

NTPC shall not transfer/assign or pledge shares until finalsettlement of loan i.e. 5 years moratorium and subsequently 15years for repayment.

Save and except with prior written consent of GOI, NTPC shallnot take any action that may result in shareholding in thesubsidiary falling below 51% and shall not take any action thatmay result in the subsidiary ceasing to be a governmentcompany.

Save and except with prior written consent of GOI, NTPC shallnot take any action that may result in shareholding / or totalvoting power in the subsidiary falling below 51% and shall nottake any action that may result in the subsidiary ceasing to be agovernment company. Further, NTPC shall continue to hold100% of paid up capital and voting power in the subsidiary tillall amounts repayable under the loan agreement executedbetween the subsidiary and KfW are repaid.

ii) In respect of investments of ` 2,904.47 crore including share application money pending allotment of ` Nil (31 March 2019: `

2,164.50 crore including share application money pending allotment of ` 60.00 crore) in the joint venture companies, the Company hasrestrictions for their disposal as at 31 March 2020 as under:

Name of the Joint Venture Company




f) Restrictions on disposal of investment and commitmment towards further investments in the subsidiary and joint venture companies

(a) 5 years from the date of incorporation (15.06.2016) or 2years from commercial operation date of any one of theproposed projects at Sindri, Gorakhpur and Barauni or date ofallotment of shares for first time, whichever is later. (b) As per Sponsors Support undertaking , NTPC shall jointlyand severally with the other sponsors provide additional fundsto meet all cost overrun incurred/to be incurred in relation to theProject. Further, NTPC shall jointly with the other sponsors,retain 51% of total equity share capital of the JV andmanagement control until the final settlement date of the loanfacility (door to door tenure of 15 years).

3 years from the date of completion of first EPC contract ofsingle order value of not less than `500 crore or till further suchtime as mutually agreed.

5 years from the date of incorporation (i.e. 22.05.2009) orcompletion of project whichever is later.


12 years from the initial operation date.

15 years from the date of commercial operation date.

i) In respect of investments of ` 19,799.92 crore including share application money pending allotment of ` 197.28 crore (31 March2019: ` 7,453.08 crore including share application money pending allotment of ` 121.59 crore) in subsidiary companies, the Companyhas restrictions for their disposal as at 31 March 2020 as under:

Name of the Subsidiary

vi) The Company has agreed to provide unconditional and irrevocable financial support to NTPC GE Power Services Ltd. (a jointventure company) for meeting financial qualifying requirement for execution of Flue Gas De-sulfurisation (FGD) projects in India. Suchsupport shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) notexceeding ` 600.00 Crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed ` 300.00 Crore(31 March 2019: ` Nil).

iii) The Company has commitments of ` 4,487.78 crore (31 March 2019: ` 4,438.76 crore) towards further investment in thesubsidiary companies as at 31 March 2020.

iv) The Company has commitments of ` 2,900.40 crore (31 March 2019: ` 3,504.83 crore) towards further investment in the jointventure entities as at 31 March 2020.

v) The Company has commitments of bank guarantee of 0.50% of total contract price to be undertaken by NTPC-BHEL Power ProjectsPrivate Ltd. ( a joint venture company) to a cumulative amount of ` 75.00 crore (31 March 2019: ` 75.00 crore).

a)


1. Chief Financial Officer w.e.f. 1 August 20192.Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd.

Chief Financial Officer and Company SecretaryMr. Sudhir Arya Chief Financial Officer Upto 30 July 2019


Ms. Archana Agarwal Non-executive Director W.e.f. 7 August 2018 upto 22 April 2019

Mr. Aniruddha Kumar Non-executive Director Upto 30 July 2018

Government Nominee DirectorsMr. Vivek Kumar Dewangan Non-executive Director W.e.f. 28 April 2018Mr. Ashish Upadhyaya Non-executive Director W.e.f. 22 January 2020

Dr. K.P.K.Pillay Non-executive Director W.e.f. 30 July 2018Dr. Bhim Singh Non-executive Director W.e.f. 30 July 2018

Mr. Subhash Joshi Non-executive DirectorMr. Vinod Kumar Non-executive Director

Mr. Pradeep Kumar Deb Non-executive DirectorMr. Shashi Shekhar Non-executive Director

Mr. Seethapathy Chander Non-executive Director Upto 12 June 2019Mr. M.P.Singh Non-executive Director

Mr. K.Sreekant2 Director (Finance) W.e.f. 29 March 2018 to 2 November 2018 and W.e.f. 12 February 2019 to 12 August 2019

Independent DirectorsDr.Gauri Trivedi Non-executive Director Upto 15 November 2019



Mr. A.K.Gautam1 Director (Finance) W.e.f. 18 October 2019


Mr. Gurdeep Singh Chairman and Managing DirectorMr. A.K.Gupta Director (Commercial)

Mr. Prakash Tiwari Director (Operations)

ii) Key Management Personnel (KMP): Parent Company:Whole Time Directors

12. CIL NTPC Urja Private Ltd.13. Anushakti Vidhyut Nigam Ltd.14. Hindustan Urvarak & Rasayan Ltd.15. Konkan LNG Ltd. (previously Konkan LNG Private Ltd.)16. Trincomalee Power Company Ltd.17. Bangladesh-India Friendship Power Company Private Ltd.

11. Energy Efficiency Services Ltd.

i) Joint venture companies:1. Utility Powertech Ltd. 2. NTPC-GE Power Services Private Ltd. 3. NTPC-SAIL Power Company Ltd. 4. NTPC Tamil Nadu Energy Company Ltd. 5. Ratnagiri Gas & Power Private Ltd.

Joint venture company of NEEPCO, a Subsidiary of the Company1. KSK Dibbin Hydro Power Private Ltd

NTPC LimitedRelated Party Disclosures - 31 March 2020 - Consolidated

Disclosure as per Ind AS 24 'Related Party Disclosures'List of Related parties:

6. Aravali Power Company Private Ltd. 7. NTPC BHEL Power Projects Private Ltd. 8. Meja Urja Nigam Private Ltd.9. Transformers and Electricals Kerala Ltd.10. National High Power Test Laboratory Private Ltd.

Shri A.K. Gupta Chairman Upto 29/06/2018Shri P.K. Mohapatra Chairman W.e.f 29/06/2018 upto 31/07/2019Shri A.K. Gupta Chairman W.e.f 07/08/2019Shri Pramod Kumar Director Upto 30/11/2018Shri C.V. Anand Director Upto 09/10/2019Ms A. Satyabhama Director Upto 31/07/2018Shri A.K. Gautam Director W.e.f. 03/12/2018Ms Nandini Sarkar Director W.e.f. 03/08/2018Shri Rajnish Bhagat Director W.e.f. 11/10/2019Shri A. K. Garg CEO Up to 14/06/2018Shri A.K. Juneja CEO W.e.f 03/08/2018 up to 13/08/2018Shri Rajnish Bhagat CEO W.e.f 11/09/2018 up to 03/06/2019Shri A.K. Poddar CEO W.e.f 18/07/2019 up to 31/12/2019Shri Mohit Bhargava CEO W.e.f 16/01/2020Shri Kumar sanjay CFOShri Nitin Mehra Company Secretary

Chairman & DirectorDirectorDirectorDirector

Shri Prakash Tiwari Chairman (Non-Executive)Shri P. Amrit Non-Executive Director Upto 16 August 2018Shri R. Lakshmanan Non-Executive Director Upto 16 August 2018Shri Ajay Dua Non-Executive DirectorShri M.P. Sinha Non-Executive Director Upto 27 April 2018Mrs. Sangeeta Bhatia Non-Executive Director Upto 9 October 2019Shri S. Narendra Non-Executive Director W.e.f. 4 May 2018Miss Shoba Pattabhiraman Non-Executive Director W.e.f 1 November 2019Shri P.K. Sinha Chief Executive Officer Upto 21 July 2018Shri S. Gaurishankar Chief Executive Officer W.e.f 22 July 2018 upto 17 August 2018Shri U. Banerjee Chief Executive Officer W.e.f 17 August 2018 upto 17 February 2020Shri Subrata Mandal Chief Executive Officer W.e.f 18 February 2020Shri V.K.Mittal Chief Finance OfficerMrs.Ruchi Aggarwal Company Secretary Upto 16 March 2020

Shri A.K. Gupta Non-executive DirectorShri S. Narendra Non-executive Director W.e.f. 23 May 2018Shri R.K. Jain Non-executive Director W.e.f. 16 July 2018Ms. Renu Narang Non-executive Director W.e.f. 19 November 2019Ms. Sangeeta Bhatia Non-executive Director Upto 31 August 2019Shri Sudhir Garg Non-executive Director Upto 9 February 2018Shri Shalabh Goel Non-executive Director Upto 15 June 2018Shri K.S. Garbyal Non-executive Director Upto 31 January 2018Shri M.P. Sinha Non-executive Director Upto 27 April 2018Shri C Sivakumar Chief Executive OfficerShri Manoj Srivastava Chief Finance OfficerShri Vishal Garg Company Secretary

Chairman

Director & Chairman

Director Upto 30 April 2018Director W.e.f. 20 November 2019Director W.e.f. 15 October 2019Director W.e.f. 15 October 2019Director W.e.f. 21 May 2018 Upto 21 August 2018Mr. G. Venu

Mr. S. K. Roy As chairman w.e.f. 18 July 2018 (as Director w.e.f. 29 November 2017) upto 30 November 2019

Mr. P. K. MohapatraMr. L. Khiangte, IASMr. Avnish SrivastavaMs. Nandini Sarkar

Mr. Rajendra Mohan Arya W.e.f.28 August 2019


4.Bhartiya Rail Bijlee Company Limited

5.Patratu Vidyut Utpadan Nigam Ltd.Mr. Saptarshi Roy Upto 25 June 2018 and w.e.f 23 January 2020 upto 31

March 2020


Mr. Saptarshi Roy Upto 31 March 2020Mr. Sudhir Arya Upto 29 July 2019Mr. Praveen Saxena

Subsidiary Companies:1. NTPC Vidyut Vyapar Nigam Ltd.

Director W.e.f. 18 July 2018 Upto 31 July 2019Director W.e.f. 23 August 2018 Upto 31 August 2019Director Upto 31 October 2018Director W.e.f. 21 November 2018 Upto 7 November 2019CEO Upto 25 July 2018CEO W.e.f. 2 August 2018CFOCompany Secretary

Shri A. K. Gupta ChairmanShri Sudhir Arya Non-Executive Director Upto 29.07.2019Smt Sangeeta Bhatia Non-Executive Director Upto 9.10.2019Shri C.V.Anand Non-Executive Director W.e.f. 30.07.2019Ms.Alka Saigal Non-Executive Director W.e.f. 06.11.2019Shri S. Narendra Non-Executive Director W.e.f. 04.05.2018Shri Balaji Iyengar Chief Executive Officer Upto 13.04.2019Shri M.K.S.Rajput Chief Executive Officer W.e.f. 13.04.2019 upto 14.05.2019Shri Vijai Singh Chief Executive Officer W.e.f. 14.05.2019Shri M.K.Singh Chief Financial Officer W.e.f. 12.09.2018 upto 14.05.2019Shri S.K.Rath Chief Financial Officer W.e.f. 14.05.2019Shri Manish Kumar Company Secretary

Shri A. K. Gupta ChairmanShri Parth Mazumdar Non-Executive DirectorShri Aditya Dar Non-Executive Director

Shri D V Singh Chairman & Managing DirectorShri Vijay Goel Director (Personnel)Shri J. Behera Director (Finance) W.e.f. 16 August 2019Shri R K Bishnoi Director (Technical) W.e.f. 1 September 2019Shri H L Arora Director (Technical) Upto 31 August 2019Ms. Rashmi Sharma Company Secretary

Shri V K Singh Chairman & Managing Director W.e.f. 1 September 2019

Shri A G West Kharkongor Chairman & Managing Director Upto 31 August 2019

Shri V K Singh Director (Technical) Shri M Shiva Shunmuganathan Director (Finance)Shri Anil Kumar Director (Personnel)

9.NEEPCO Employees Defined Contribution Superannuation Scheme Trust10.NEEPCO Employees Social Security Scheme Trust11.NEEPCO Employees Group Gratuity Assurance Fund Trust

3.NTPC Post Retirement Employees Medical Benefit Fund4.NTPC Limited Defined Contribution Pension Trust5.THDC Employees Provident Fund Trust6.THDCIL Employees Defined Contribution Superannuation Pension Trust7.THDCIL Post Retirement Medical Facility Fund Trust8.NEEPCO Employees Provident Fund Trust

8. THDC India Ltd.

9. North Eastern Electric Power Corporation Ltd.

iii) Post Employment Benefit Plans:1.NTPC Limited Employees Provident Fund2.NTPC Employees Gratuity Fund

Mr. Sudarsan ChakrabartiMr. A. K. AcharyaMr. Sipan K. Garg

6. Nabinagar Power Generating Company Ltd.

7. NTPC Mining Ltd.

Mr. T. R. DattaMrs. Sangeeta BhatiaDr. Nitin Madan Kulkarni, IASMs. Vandana Dadel, IASMr. A. K. Sinha

b)` Crore

31 March 2020 31 March 2019

1,346.57 1,430.91 41.55 37.33 38.77 92.47 3.26 14.34 223.34 199.87 205.60 99.39 970.57 222.69 12.40 - 0.79 0.60 18.01 13.99

` Crore

- Sitting fee 0.73 0.73 Total compensation to key management personnel 19.97 21.60

- Other long term benefits 0.92 1.04 - Termination benefits 1.51 0.35

- Short term employee benefits 15.54 18.44 - Post employment benefits 1.27 1.04

- Contributions made during the year 824.28 852.01 Compensation to Key management personnel



Transactions with post employment benefit plans

iv) Dividend receivedv) Equity contributions madevi) Loans grantedvii) Interest on loanviii) Guarantees received

i) Sales/purchase of goods and services during the year - Contracts for works/services for services received by the Group - Contracts for works/services for services provided by the Group - Purchase of goodsii) Sales/purchase of assetsiii) Deputation of employees


2. NTPC Foundation


Particulars Joint Venture CompaniesFor the year ended

iv) Entities under the control of the same government:The Parent company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares.Pursuant to Paragraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significantinfluence, then the reporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out atmarket terms at arm length basis. The Group has applied the exemption available for government related entities and have made limiteddisclosures in the financial statements. Such entities with which the Company has significant transactions include but not limited to CoalIndia Ltd., Singareni Coalfields Ltd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat Petroleum CorporationLtd.

v) Others:

` Crore

Sl. No. For the year ended

31 March 2020

For the year ended

31 March 2019

1 1,830.89 1,248.12 2 5,604.56 3,573.72 3 9,585.79 8,175.98 4 4,691.21 4,464.44 5 9,895.57 9,429.26 6 4,903.98 5,328.59 7 1,035.30 572.32 8 5,855.21 6,854.74

9 33.96 288.81

2,357.17 2,994.38

482.12 565.69

1,102.75 1,048.25

11 2,226.82 2,304.37

12 1,069.14 686.21 13 353.31 270.36

14 251.18 232.98

15 40.29 0.69

16 680.61 1,113.79

17 38.34 297.10

18 37.40 6.07

19 0.16 0.16

20 890.76 917.06

370.41 210.99

35.02 32.03 581.04 607.76

56.36 68.94

36.09 34.85

` Crore


As at 31 March 2020

As at 31 March 2019

19.09 6.00 0.03 0.12 0.60 0.60

109.33 99.70 37.42 77.20 0.42 0.14

391.82 420.02 230.54 132.18

- Joint venture companies- Post employment benefit plans- OthersAmount payable to- Joint venture companies- Post employment benefit plans

Particulars

Amount recoverable towards loans from- Joint venture companies- Key management personnel- OthersAmount recoverable other than loans from

Transactions with others listed at (a)(v) above For the year ended 31 March 2020


- Contracts for works/services for services received by theGroup

60.88 12.43

21 Other entities Purchase of equipment & erectionservicesPurchase of sparesReceipt of maintenance services

Consultancy and Other Services provided by the Group

Sale of Solar Energy

POSOCO Open Access Booking

Power Grid Corporation of India Ltd.

Others

Damodar Valley Corporation Sale of Bilateral Energy

Steel Authority of India Ltd. Purchase of steel and iron products

Rural Electrification Corporation Ltd. Consultancy services provided bythe Group

Rites Ltd Receipt of maintenance services

GAIL (India) Ltd. Purchase of natural gas

Indian Oil Corporation Ltd. Purchase of oil productsBharat Petroleum Corporation Ltd. Purchase of natural gas and oil

products

Western Coalfields Ltd.Singareni Collieries Company Ltd.

Coal India Ltd.

10 Bharat Heavy Electricals Ltd. Purchase of equipment & erection services

Purchase of spares


Transactions with the related parties under the control of the same government:Name of the Company Nature of transaction by the

company

Bharat Coking Coal Ltd. Purchase of coalCentral Coalfields LtdEastern Coalfields LtdMahanadi Coalfields LtdNorthern Coalfields Ltd.South Eastern Coalfields Ltd

d) ` Crore

For the year ended

31 March 2020

For the year ended

31 March 2019

1,159.39 1,055.50 99.28 137.34 79.35 223.51

14.18 11.10 12.05 13.10

38.01 41.68

50.00 20.00 146.83 71.65 4.47 4.01 4.00 3.50 0.30 0.23

262.31 110.00 218.11 - 166.89 - 12.50 5.61 310.76 107.08

12.40 -

17.80 13.60 0.21 0.39

e)(i)

(ii)

(iii)

(iv)Sl. No.

Name of the jointventure company

Loan granted (Amount in `

crore)Rate of interest(p.a.)

Repayment schedule

Purpose Year of grant of loan

1 National High PowerTest LaboratoryPrivate Ltd.


Principal andinterest repayable intwenty semi-annual installments from 30September 2022 .


2019-20

(v)

(vi)

The Group is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd (UPL), a 50:50 jointventure between the Parent Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair,refurbishment of various mechanical and electrical equipment of power stations. The Group has entered into Power Station MaintenanceAgreement with UPL from time to time. The rates are fixed on cost plus basis after mutual discussion and after taking into account theprevailing market conditions.

The Group is seconding its personnel to Joint venture companies as per the terms and conditions agreed between the companies, which aresimilar to those applicable for secondment of employees to other companies and institutions. The cost incurred by the group towardssuperannuation and employee benefits are recovered from these companies.

Loans granted to joint venture companies are detailed below:

Consultancy services provided by the Group to Joint venture companies are generally on nomination basis at the terms, conditions andprinciples applicable for consultancy services provided to other parties.

Outstanding balances of joint venture companies at the year-end are unsecured and settlement occurs through banking transaction. Thesebalances other than loans are interest free. The Group has not recorded any impairment of receivables relating to amounts owed by relatedparties. This assessment is undertaken in each financial year through examining the financial position of the related party and the market inwhich the related party operates.

Utility Powertech Ltd. Joint venture companyNTPC-GE Power Services Private Ltd. Joint venture company

Terms and conditions of transactions with the related partiesTransactions with the related parties are made on normal commercial terms and conditions and at arm length price.

Loans grantedNational High Power Test Laboratory Private Ltd. Joint venture companyGuarantees received

Bangladesh-India Friendship Power Company Pvt.Ltd. Joint venture companyNTPC-Tamil Nadu Energy Company Ltd. Joint venture companyHindustan Urvarak & Rasayan Ltd. Joint venture company

Equity contributions madeMeja Urja Nigam Private Ltd. Joint venture companyEnergy Efficiency Services Ltd. Joint venture company

Energy Efficiency Services Ltd. Joint venture companyUtility Powertech Ltd. Joint venture companyNTPC-GE Power Services Private Ltd. Joint venture company

Dividend receivedNTPC-SAIL Power Company Ltd. Joint venture companyAravali Power Company Private Ltd. Joint venture company

Sale/purchase of goodsEnergy Efficiency Services Ltd. Joint Venture Company

Contracts for works/services for services provided by the NTPC-SAIL Power Company Ltd. Joint venture companyMeja Urja Nigam Private Ltd. Joint venture company

Utility Powertech Ltd. Joint venture companyNTPC BHEL Power Projects Private Ltd. Joint venture companyNTPC-GE Power Services Private Ltd. Joint venture company


Particulars Nature of relationship Amount

Contracts for works/services for services received by the

(f) Restrictions on disposal of investments and commitments towards further investments in respect of joint venture companies

` Crore

As at 31 March 2020

As at 31 March 2019

894.03 1,022.64 215.47 314.49

5,515.49 10,968.70

(ii) Details of significant restrictions

` Crore

31 March 2020 31 March 201931.34 31.34

50.00 50.00

30.40 30.40 0.08 0.08

15.20 15.20 444.72 277.83

1,581.64 1,259.33 751.09 440.32

2,904.47 2,104.50

Meja Urja Nigam Private Ltd. 5 years from the date of incorporation (i.e. 02.04.2008) or commercial operation whichever is later. Hindustan Urvarak & Rasayan Ltd. (a) 5 years from the date of incorporation (15.06.2016) or 2 years from commercial operation date of any one of the

proposed projects at Sindri, Gorakhpur and Barauni or date of allotment of shares for first time, whichever is later. (b) As per Sponsors Support undertaking , NTPC shall jointly and severally with the other sponsors provideadditional funds to meet all cost overrun incurred/to be incurred in relation to the Project. Further, NTPC shalljointly with the other sponsors, retain of 51% of total equity share capital of the JV and management control untilthe final settlement date of the loan facility (door to door tenure of 15 years).

Total

CIL NTPC Urja Private Ltd. 5 years from the date of incorporation (i.e. 27.04.2010) or commercial operation whichever is later.Trincomalee Power Company Ltd. 12 years from the initial operation date.Bangladesh-India Friendship Power Company Private Ltd. 15 years from the date of commercial operation date.

Transformers and Electricals Kerala Ltd. 3 years from the date of acquisition (i.e.19.06.2009) or upgradation capacity enhancement scheme whichever islater.

NTPC BHEL Power Projects Private Ltd. 3 years from the date of completion of first EPC contract of single order value of not less than `500 crore or tillfurther such time as mutually agreed.

National High Power Test Laboratory Private Ltd. 5 years from the date of incorporation (i.e. 22.05.2009) or completion of project whichever is later.

Share of contingent liabilities incurred jointly with other investors of the joint venture companies Possible reimbursementsCapital commitments

In respect of investments in joint venture companies, the Group has restrictions for their disposal as under:

Name of the joint venture company Period of restrictions for disposal of investments as per related agreements Amount invested as at

Contingent liabilities

(i) Commitments and contingent liabilities in respect of joint venture companies

The Group has commitments of ` 2,900.40 crore (31 March 2019: ` 3,504.83 crore) towards further investment in the joint venture companies as at 31 March 2020.

The Group has commitments of bank guarantee of 0.50 % of total contract price to be undertaken by NTPC-BHEL Power Projects Private Ltd. limited to a cumulative amount of ` 75.00 crore (31 March 2019: ` 75.00 crore).

The Group has agreed to provide unconditional and irrevocable financial support to NTPC GE Power Services Ltd. (a joint venture company) for meeting financial qualifying requirement for execution of Flue Gas De-sulfurisation (FGD) projects in India. Suchsupport shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding ` 600.00 crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed ` 300.00 crore (31 March 2019: ` Nil).

Particulars

Disclosure as per Ind AS 24 'Related Party Disclosures' Financial Year 2018-19

a) List of related parties:

i) Subsidiary companies:

1. Bhartiya Rail Bijlee Company Ltd.


3. NTPC Vidyut Vyapar Nigam Ltd.


5. Patratu Vidyut Utpadan Nigam Ltd.

6. Nabinagar Power Generating Company Ltd. (previously Nabinagar Power Generating Company Pvt. Ltd.)* ii) Joint ventures companies:

1. Utility Powertech Ltd. 2. NTPC-GE Power Services Private Ltd. 3. NTPC-SAIL Power Company Ltd. 4. NTPC Tamil Nadu Energy Company Ltd. 5. Ratnagiri Gas & Power Private Ltd. 6. Aravali Power Company Private Ltd. 7. NTPC BHEL Power Projects Private Ltd. 8. Meja Urja Nigam Private Ltd. 9. BF-NTPC Energy Systems Ltd. (under liquidation since 7 October 2018)

10. Nabinagar Power Generating Company Ltd. (previously Nabinagar Power Generating Company Pvt. Ltd.)* 11. Transformers and Electricals Kerala Ltd. 12. National High-Power Test Laboratory Private Ltd. 13. Energy Efficiency Services Ltd. 14. CIL NTPC Urja Private Ltd. 15. Anushakti Vidhyut Nigam Ltd. 16. Hindustan Urvarak & Rasayan Ltd. 17. Konkan LNG Private Ltd. 18. Trincomalee Power Company Ltd. 19. Bangladesh-India Friendship Power Company Private Ltd.

iii) Key Management Personnel (KMP):

Whole Time Directors

Mr. Gurdeep Singh Chairman and Managing

Director

Mr. Saptarshi Roy Director (Human

Resources)

Mr. A.K.Gupta Director (Commercial)

Mr. S.K.Roy Director (Projects) W.e.f. 19 January 2018

Mr. P.K.Mohapatra Director (Technical) W.e.f. 31 January 2018

Mr. Prakash Tiwari Director (Operations) W.e.f. 31 January 2018

Mr. K. Sreekant1 Director (Finance) W.e.f. 29 March 2018 to 2 November

2018 and W.e.f. 12 February 2019

Mr. A.K.Jha Director (Technical) Upto 31 July 2017

Mr. S.C.Pandey Director (Projects) Upto 31 August 2017

Mr. K.K.Sharma Director (Operations) Upto 31 October 2017

Mr. K.Biswal2 Director (Finance)

Independent Directors

Dr.Gauri Trivedi Non-executive Director

Mr. Seethapathy Chander Non-executive Director

Mr. M.P.Singh Non-executive Director W.e.f. 24 October 2017

Mr. Pradeep Kumar Deb Non-executive Director W.e.f. 24 October 2017

Mr. Shashi Shekhar Non-executive Director W.e.f. 24 October 2017

Mr. Subhash Joshi Non-executive Director W.e.f. 24 October 2017

Mr. Vinod Kumar Non-executive Director W.e.f. 24 October 2017

Dr. K.P.K.Pillay Non-executive Director W.e.f. 30 July 2018

Dr. Bhim Singh Non-executive Director W.e.f. 30 July 2018

Mr. Rajesh Jain Non-executive Director Upto 10 October 2017

Government Nominee Directors

Mr. Vivek Kumar Dewangan Non-executive Director W.e.f. 28 April 2018

Ms. Archana Agarwal Non-executive Director W.e.f. 7 August 2018

Dr. Pradeep Kumar Non-executive Director Upto 31 July 2017

Mr. Aniruddha Kumar Non-executive Director Upto 30 July 2018

Chief Financial Officer and Company Secretary

Mr. Sudhir Arya Chief Financial Officer W.e.f. 29 December 2017



1. Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd. 2. Was under suspension w.e.f. 14 December 2017 (vide order from Ministry of Power). Re-joined on 3 November 2018 and continued upto 8 December 2018.


1.NTPC Limited Employees Provident Fund

2.NTPC Employees Gratuity Fund

3.NTPC Post Retirement Employees Medical Benefit Fund

4.NTPC Limited Defined Contribution Pension Trust


The Company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares. Pursuant to Paragraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then the reporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out at market terms at arm length basis. The Company has applied the exemption available for government related entities and have made limited disclosures in the financial statements. Such entities with which the Company has significant transactions include but not limited to Coal India Ltd., Singareni Coalfields Ltd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat Petroleum Corporation Ltd.

vi) Others:


2. NTPC Foundation

b) Transactions with the related parties are as follows:

₹ Crore

Particulars Subsidiary Companies Joint venture Companies

For the year ended For the year ended

31 March

2019 31 March

2018 31 March

2019 31 March

2018 i) Sales/purchase of goods and services


- - 1,381.41

999.82

- Contracts for works/services for services provided by the Company

43.34

58.31

37.33

51.07

- Sale/purchase of goods

1,797.58

1,892.49

92.47

22.26 ii) Sales/purchase of assets

1.99 -

14.34 6.22


62.06

63.89

199.87

127.30 iv) Dividend received

20.00

50.00

99.39

135.57 v) Equity contributions made

698.69

348.54

222.69

1,153.08 vi) Loans granted

30.00

96.75 -

6.00 vii) Interest on loan

24.30

16.82

0.60 -

viii) Guarantees received - -

13.99

13.10 ₹ Crore

Particulars For the year ended

31 March 2019 For the year ended

31 March 2018

Transactions with post-employment benefit plans

- Contributions made during the year

852.01

732.42 Compensation to Key management personnel

- Short term employee benefits

7.93

4.13 - Post employment benefits

0.15

0.11 - Other long-term benefits

0.33

0.20 - Termination benefits

0.35

0.69 - Sitting fee

0.73

0.34


9.49

5.47

₹ Crore

Transactions with the related parties under the control of the same government:

Sl. No. Name of the Company Nature of transaction by the Company

For the year ended

31 March 2019

For the year

ended 31 March

2018 1 Bharat Coking Coal Ltd. Purchase of coal

1,248.12

773.45 2 Central Coalfields Ltd.

2,906.89

3,298.58 3 Eastern Coalfields Ltd.

7,979.87

7,535.31 4 Mahanadi Coalfields Ltd.

4,464.44

4,535.47 5 Northern Coalfields Ltd.

9,429.26

9,509.18 6 South Eastern Coalfields Ltd.

5,328.59

4,803.59 7 Western Coalfields Ltd.

572.32

765.70 8 Singareni Collieries Company

Ltd.

6,854.74

5,450.87 9 Bharat Heavy Electricals Ltd. Purchase of equipment and

erection services

2,245.50

2,793.50

Purchase of spares 565.69

635.22


1,048.25

1,199.77

10 GAIL (India) Ltd. Purchase of natural gas 2,304.37

2,097.96

11 Indian Oil Corporation Ltd. Purchase of oil products 683.17

484.36

12 Bharat Petroleum Corporation Ltd.

Purchase of natural gas and oil products

203.36

89.78

13 Steel Authority of India Ltd. Purchase of steel and iron

products

202.21

224.28 14 Rural Electrification Corporation

Ltd. Consultancy services provided by the Company

0.69

4.03

15 RITES Ltd.


1,085.81

755.98

16 Other entities Purchase of equipment and

erection services

209.94

181.33

Purchase of spares 31.25

18.83


345.30

645.32

Consultancy and other services provided by the Company

42.39 39.19

₹ Crore

Transactions with others listed at (a)(vi) above




12.43 16.25

c) Outstanding balances with related parties are as follows:

₹ Crore

Particulars As at 31 March

2019

As at 31 March

2018 Amount recoverable towards loans from


177.50

242.75 - Joint venture companies

6.00

6.00 - Key management personnel

0.12

0.27 - Others

0.60

0.60 Amount recoverable other than loans from


436.84

385.55 - Joint venture companies

99.70

87.09 - Post employment benefit plans

77.20

13.78 - Others

0.14

0.07 Amount payable to


409.57

469.85 - Post employment benefit plans

132.18

221.72 - Others -

3.62 d) Individually significant transactions

₹ Crore Particulars Nature of relationship

For the year ended

31 March 2019

For the year

ended 31 March

2018 Contracts for works/services for services received by the Company

Utility Powertech Ltd. Joint venture company

1,006.00

838.60

NTPC BHEL Power Projects Private Ltd. Joint venture company

137.34

130.32 NTPC-GE Power Services Private Ltd. Joint venture company

223.51

17.86 Contracts for works/services for services provided by the Company

Patratu Vidyut Utpadan Nigam Ltd. Subsidiary company

26.26

48.05

Nabinagar Power Generating Company Ltd. (previously Nabinagar Power Generating Company Pvt. Ltd.) *

Subsidiary company 6.46

27.15


11.10

7.10

Meja Urja Nigam Private Ltd. Joint venture company

13.10

5.20 Sale / purchase of goods

NTPC Vidyut Vyapar Nigam Ltd. Subsidiary company

1,795.27

1,892.49 Dividend received


20.00

50.00

Aravali Power Company Private Ltd. Joint venture company

71.65

69.93

NTPC Vidyut Vyapar Nigam Ltd. Subsidiary company

20.00

50.00

Energy Efficiency Services Ltd. Joint venture company

4.01

12.92


3.50


0.23

0.22 Equity contributions made

Bhartiya Rail Bijlee Company Ltd. Subsidiary company

121.59

178.99

Kanti Bijlee Utpadan Nigam Ltd. Subsidiary company

75.00

80.00

Patratu Vidyut Utpadan Nigam Ltd. Subsidiary company

110.00

89.55

Nabinagar Power Generating Company Ltd. (previously Nabinagar Power Generating Company Pvt. Ltd.) *

Subsidiary company 392.10

504.57

Meja Urja Nigam Private Ltd. Joint venture company

110.00

42.89

Energy Efficiency Services Ltd. Joint venture company -

99.00

Aravali Power Company Private Ltd. Joint venture company -

34.50 Bangladesh-India Friendship Power Company Pvt.Ltd.

Joint venture company - 143.62


5.62 -

Hindustan Urvarak & Rasayan Ltd. Joint venture company

107.07

328.23

BF-NTPC Energy Systems Ltd. Joint venture company -

0.28 Loans disbursed

Kanti Bijlee Utpadan Nigam Ltd. Subsidiary company

30.00

80.00

Patratu Vidyut Utpadan Nigam Ltd. Subsidiary company -

16.75 National High-Power Test Laboratory Private Ltd.

Joint venture company - 6.00

Guarantees received


13.60


0.39

0.50

e) Terms and conditions of transactions with the related parties

i) Transactions with the related parties are made on normal commercial terms and conditions and at market rates.

ii) The Company is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd. (UPL), a 50:50 joint venture between the Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair, and refurbishment of various mechanical and electrical equipment of power stations. The Company has entered into Power Station Maintenance Agreement with UPL from time to time. The rates are fixed on cost plus basis after mutual discussion and after taking into account the prevailing market conditions.

iii) The Company is seconding its personnel to subsidiary and joint venture companies as per the terms and conditions agreed between the companies, which are similar to those applicable for secondment of employees to other companies and institutions. The cost incurred by the Company towards superannuation and employee benefits are recovered from these companies.

iv) Loans granted to subsidiaries and joint venture companies are detailed below: Sl.

No. Name of the subsidiary (S)/joint venture (JV) company

Loan granted (Amount in ₹ crore)

Rate of interest (p.a.)

Repayment schedule Year of grant of loan

1 Kanti Bijlee

Utpadan Nigam Ltd. (S)

121.00

10% (quarterly rest)

In two instalments on 30 June 2019 and 31 December 2019. First instalment has since been adjusted.

2016-17

2 Patratu Vidyut


50.00


Initially repayable on 30 September 2018, extended to 30 September 2019.

2016-17

3 Kanti Bijlee


193.00


Repayable in six equal semi-annual instalments from 30 September 2020.

2017-18

4 National High-

Power Test Laboratory Private Ltd. (JV)

6.00

10% Principal and interest initially repayable on 30 September 2018, extended to 31 March 2021.

2017-18

v) Consultancy services provided by the Company to subsidiary and joint venture companies are generally on nomination basis at the terms, conditions and principles applicable for consultancy services provided to other parties.

vi) Outstanding balances of subsidiary and joint venture companies at the year-end are unsecured and settlement occurs through banking transaction. These balances other than loans are interest free. The Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

* Joint venture Company till 28 June 2018 and a subsidiary w.e.f. 29 June 2018.

Disclosure Document

Documents

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