Equity Analysis

Dear Members,

On behalf of the Board of Directors, it is our privilege to present the 48th Annual Report and 5th Integrated Annual Report of NTPC Limited ('NTPC" or Company) for the Financial Year ended 31st March 2024 along with Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March 2024, the Auditors' report, and comments of the Comptroller and Auditor General (CAG) of India on the financial statements thereon.

During the Financial Year 2023-24, our commitment to sustainable energy solutions continued to lead our strategic initiatives. Adaptability and agility within our organizational structure enabled us to respond swiftly to market changes and opportunities.

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

• Your Company at group level added 3,924 MW of commercial capacity to its portfolio. As on 31st March 2024, the commercial capacity of your company stood at 59,078 MW on standalone basis and 75,958 MW on consolidated basis.

• Your Company registered growth of 5% (Standalone) and 6% (at group level) in power generation.

• Average Plant Load Factor (PLF) of your Company's coal stations was 77.25% as against the National Average of 69.49%, a spread of 8%. 4 coal stations of NTPC viz. Korba, Singrauli, Vindhyachal and Rihand were among the top 10 performing stations in the country in terms of PLF.

• Your Company's captive coal production increased by 48% to 34.39 MMT.

• Your Company's total Income was ' 1,65,707 crore and Profit After Tax (PAT) was ' 18,079 crore. Your Company's total Income at group level was ' 1,81,166 crore and PAT was ' 21,332 crore.

• Your Company received dividend income of ' 1,639 crore from all its Subsidiary and Joint Venture Companies.

• Your company successfully commissioned an operational Renewable Energy (RE) capacity of 3.5 GW and the total RE capacity in the pipeline exceeds 24 GW.

• For ensuring a substantial reduction in SOx emissions, 66.8 GW capacity of Flue Gas Desulfurization (FGD) projects have been undertaken, out of which 8.9 GW is already commissioned.

• Your Company successfully conducted first-ever Biomass Pellet auction through a digital marketplace selected through a Startup India Grand Innovation Challenge for the consistent supply of biomass pellets for co-firing in power plants and resulted in a significant seller response.

• Your Company achieved a new milestone by successfully and safely demonstrating co-firing of 20% torrefied biomass in Unit #4 Stage-I of NTPC Tanda Plant on 30th March 2024. The initiative is the first of its kind in the Indian power sector, which may go a long way in decarbonising the existing coal-fired fleet and achieving the Net Zero Emission targets.

• Your Company has been certified as a Top Employer in India by the Brandon Hall Group and has also been conferred with the various prestigious award like "Sportstar Ace Award -2024" in the category "Best PSU for the promotion of Sports" for contributing significantly to Archery Sport in the Country and the "Excellence in Corporate Social Responsibility" award in the prestigious 18th CII-ITC Sustainability Awards 2023.

1. FINANCIAL HIGHLIGHTS:

' Crore

2. CONSOLIDATED FINANCIAL RESULTS

In accordance with the provisions of the Companies Act 2013, and the Accounting Standards issued by the Institute of Chartered Accountants of India, the Company has prepared the Consolidated Financial Statement for the group, including subsidiaries, joint venture entities, and associate companies, which forms part of the Integrated Report.

A statement containing the salient feature of the financial statement of your Company's Subsidiaries, Associate and Joint Ventures Companies as per first proviso of section 129(3) of & the Companies Act, 2013 is included under AOC-1 in the consolidated financial statements. The detailed financial results are available in the Financial Statement section of the report under the Standalone Financial Statement and Consolidated Financial Statement.

3. ISSUE OF SECURITIES/CHANGES IN SHARE CAPITAL

During the financial year 2023-24, the Company issued 7.35% NTPC Series-80 - 2026 Unsecured, Non-Cumulative, NonConvertible Redeemable Debentures of face value of '1,00,000 each aggregating to ' 3,000 crore and 7.48% NTPC Series-81 - 2026 Unsecured, Non-Cumulative, NonConvertible Redeemable Debentures of face value of '1,00,000 each aggregating to ' 1,500 crore on private placement basis. The funds were utilized for the purpose for which they were raised, and there were no deviations or variations in the utilization.

4. DIVIDEND

For the financial year 2023-24, your company has paid first & second interim dividends of ' 2,181.75 crore each (at the rate of ' 2.25 per share) in the month of November 2023 and February 2024, respectively. Furthermore, the Board of Directors has recommended to pay a final dividend of ' 3,151.42 crore (at the rate of ' 3.25 per share) which shall be declared subject to approval of Shareholders at the ensuing Annual General Meeting (AGM). With the proposed final dividend, the total dividend payout shall be ' 7,514.92 crore (at the rate of ' 7.75 per share). This is the 31st consecutive year of dividend declaration by your company with dividend payout ratio during the last five year as under:

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI (LODR) Regulations, 2015'), the Board of the Company has formulated a Dividend Distribution Policy. The policy is available on the website of the Company at:

https://ntpc.co.in/sites/default/files/inline-files/DividendDistributionPolicvofNTPCLimited.pdf

5. INTEGRATED REPORT

Securities and Exchange Board of India (SEBI) vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/10 dated 6th February

2017 advised that the Top 500 listed companies, which are required to prepare a Business Responsibility and Sustainability Report (BRSR), may consider using integrated reporting framework for annual reporting.

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

6. PERFORMANCE HIGHLIGHTS

6.1 Operational Performance

During the financial year 2023-24, your Company added 2,930 MW (2,782 MW added in FY 2022-23) to its installed capacity. With this, installed capacity of your company stands as 59,078 MW as on 31st March 2024 (56,368 MW as on 31st March 2023). At group level, 3,924 MW added to its installed capacity and Group capacity stands as 75,958 MW as on 31st March 2024 (72,254 MW as on 31st March 2023)

With the installed capacity of 59,078 MW (75,958 MW including JVs, Subsidiaries & Foreign JVs), your Company achieved the record power generation of 361.7 BUs (422.22 BUs including JVs & Subsidiaries) during financial year 202324, which translates to a Y-o-Y growth of 4.91%. Generation at group level was 422 billion units in the financial year 202324 as compared to 399 billion units in in the financial year 2022-23, representing a 5.74 % year-over-year growth.

During financial year 2023-24, average Plant Load Factor (PLF) of NTPC coal stations was 77.25% as against the National Average of 69.49%, a spread of ~8%. 4 coal stations of NTPC viz. Korba, Singrauli, Vindhyachal and Rihand were among the top 10 performing stations in the country in terms of PLF.

6.2 Commercial Capacity

During the financial year 2023-24, your Company achieved significant growth by adding 2,930 MW of commercial capacity. This expansion boosted your Company's total commercial capacity to an impressive 59,078 MW. Additionally, when considering the collective efforts of your company and its joint ventures, the aggregate commercial capacity was further augmented by 3,924 MW resulting in an overall commercial capacity of 75,958 MW as per detail given below:-

*220 MW (2x110 MW) at Barauni has been retired from Commercial as well as installed capacity of your company w.e.f 31.03.2024 hence excluded.

6.3 Project Management

Your Company has adopted an integrated system for the planning, scheduling, monitoring and controlling of approved projects under implementation. To co-ordinate and synchronize all the support functions of project management, the Issuer relies on a three-tiered project management system known as the Integrated Project Management Control System (IPMCS), which integrates its engineering management, contract management and construction management control centers. The IPMCS addresses all stages of project implementation, from concept to commissioning.

Your Company has established a state-of-the-art IT enabled Project Monitoring Centre (PMC) for facilitating fast track project implementation. PMC has advanced features like Project Review and Internal Monitoring System (PRIMS), etc. PMC facilitates monitoring of key project milestones and also acts as decision support system for the management.

PMC is an integrated enterprise-wide collaborative system to facilitate consolidation of project related issues and their resolution. Features like real time video capture, storage and retrieval facility and video conference facility are extensively utilized for project tracking, issues resolutions and management interventions. PMC has helped in providing effective coordination between the agencies and has provided enhanced/ efficient monitoring of the projects leading to better and faster project implementation.

In addition to above, in order to make monitoring of projects more effective, Your Company is now adopting an Integrated Software monitoring tool for integrating progress of Engineering, Supplies and Erection at one place, and capturing progress online. Features like mobile app based updation of progress and role-based access make the tool more user-friendly which will result into regular updation of progress. It will help in taking timely remedial actions. This tool has been included in the bid documents of EPC packages of upcoming projects of your company and included in recently awarded projects.

In a changing global scenario, your company has added various other project management tools which are Online CAPEX monitoring system/ Digital Hindrance register/ Digital Chronology register/Issue Monitoring System etc.

6.4 Billing and Realisation

During financial year 2023-24, your Company has successfully realized 100% of its dues. The target set by the Government of India (GoI), for realization of dues for energy supply in the financial year 2023-24 has also been achieved. Most of the beneficiaries have made timely payments and availed the applicable rebates.

Your Company has in place a robust payment security mechanism in the form of Letters of Credit (LC) backed by the Tri-Partite Agreement (TPA) signed amongst the State Government(s), Government of India (GoI) and Reserve Bank of India (RBI). As per the TPA, any default in payment by the State owned Discoms can be recovered directly from the State's account in RBI. The TPAs signed during the FY 200001 were valid up to 31st October 2016. Subsequently these TPAs have been extended for a further period of 10 to 15 years.

As of now, 29 out of total 31 States/UTs have signed the TPAs extension documents. The signing of TPAs extension by remaining States is being taken up.

6.5 Power Trading in Power Exchange

Your Company has been participating in both the Integrated Day Ahead Market (I-DAM) and the Real Time Market (RTM) for selling any un-requisitioned surplus (URS) in the Power Exchange through its trading arm- NTPC Vidyut Vyapar Nigam Limited (NVVN). Besides selling the URS power, it has also been selling any regulated power, merchant power, relinquished gas power, infirm power in the Power Exchanges.

In the financial year 2023-24, a record 3,278 million units of power worth of ' 1,774 crore has been sold in the various segment of power exchanges by your Company. Corresponding gains for this sale have been shared with the beneficiaries as per the extant regulatory provisions.

6.6 Strengthening Customer Relationship

Customer focus is one of the core values of your Company

(ICOMIT). In line with this, your Company has taken up several initiatives targeting its external customers. Customer Relationship Management (CRM) and Customer Satisfaction Index (CSI) are two important aspects of this program. As part of the CRM, your Company has been implementing several structured activities with the objective of sharing its experiences and best practices with the customers, capturing their feedback and expectations, and also addressing their issues. Some of these activities are described below:

• Your Company has established a Customer Satisfaction Index (CSI) Survey scheme, to gather the feedback from customer through a survey and respond to their requirements. This CSI survey was conducted in financial year 2023-24 and the score falls under Excellent category.

• To further strengthen customer relationships, your Company has sponsored 12 officials of beneficiaries / Discoms to the PGDM (Executive) program of the NTPC School of Business in the financial year 2023-24. This initiative aims to build capacity in the power sector by

equipping personnel with managerial and leadership skills.

The details of the various initiatives taken by your company for strengthening its customer relationships is available in the Social Capital section of the report, on the page no. 100.

6.7 Capacity Expansion Program

6.7.1 Projects under Implementation:

Various projects of your Company having aggregate capacity of 20,245 MW including 12,560 MW being undertaken by Joint Venture and Subsidiary companies are under implementation. Total Capacity under Construction comprises of 9,560 MW of Coal (Including 3,720 MW being undertaken by Joint Venture and subsidiary companies), 2,255 MW of Hydro (Including 1,444 MW being undertaken by Joint Venture and subsidiary companies) and 8,430 MW of Renewable projects (Including 7,396 MW being undertaken by subsidiary company). The details of such projects are as under:

*Two units are already commissioned and under commercial operation.

Note:

1. @Work of Lata Tapovan HEPP stopped as per orders of the Hon'ble Supreme Court dated 07.05.2014.

2. # Construction work stopped at site w.e.f. 05.01.2023 as per order of Distt Admin (ADM, Joshimath).

In addition to furthering Capacity Addition through Coal based power projects, your Company has been pursuing enhancement of its power generation portfolio through Hydro and Renewable Energy projects. Your company has been actively seeking ways to enhance its capacity through diversified fuel mix with a goal to achieve 130 GW of installed capacity by 2032 and has developed a capacity expansion strategy for the same. Out of the 130 GW, your company aims to add 60 GW of renewable energy capacity by 2032, with renewable energy sources constituting nearly 50% of overall power generation capacity. The objective is to accelerate the renewable energy growth of your company and increase the green footprint across the country, offshore, and overseas.

In the financial year 2023-24, your Company installed 2,930 MW of capacity. On the group level your Company achieved an overall capacity addition of 3,924 MW during the financial year 2023-24. NTPC Green Energy Limited, Wholly Owned Subsidiary of your Company, is currently focused on developing an impressive 14,300 MW of renewable energy portfolio expansion.

The details of the same is available in the Manufacturing Capital and Intellectual capital section of the report on page no. 50 & 120 respectively.

6.7.2 Capacity addition through Subsidiaries and Joint Ventures (JVs):

Besides adding capacities on its own, your Company develops power projects through its subsidiary and joint venture Companies, both in India and abroad. The information of Indian Subsidiaries and JV (Joint Ventures) Companies along with details of partners of Joint Venture Companies engaged in power generation is given below:

6.8 Strategic Diversification

In order to strengthen its competitive advantage in power generation business, your Company has diversified its portfolio to emerge as an integrated power major, with presence across entire power value chain through backward and forward integration into areas such as coal mining, power equipment manufacturing & power trading distribution. Your Company continuously explores business opportunities through market scanning and adopts new business plans accordingly.

During the financial year 2023-24, NTPC board has cleared the proposal of formation of wholly owned subsidiary of NTPC for nuclear energy business. Development of SMR can be done either indigenously with BARC or through foreign collaboration. Subsidiary company may go for implementation of large reactors either through collaboration with foreign technology partners (PWR/EPR etc.) or implementation of FBR with IGCAR. For Nuclear fuel tie-up, NTPC board has approved the draft MOU with UCIL for joint techno-commercial due diligence of overseas Uranium assets for possible acquisition. In the meanwhile, DAE has asked to include NPCIL in this MOU, same is under process with UCIL

a. The details of Subsidiary Companies engaged in business other than in power generation are as under:

NTPC Vidyut Vyapar Nigam Limited (NVVN), a wholly owned subsidiary, is engaged in the business of power trading. NVVN has a trading License under Category I (highest category). It undertakes sale and purchase of electric power, to effectively utilize installed capacity and thus enable reduction in the cost of power. NVVN has been nominated as the Settlement Nodal Agency (SNA) for settlement of Grid operation related charges with neighboring countries, namely, Bangladesh, Bhutan, Nepal and Myanmar. NVVN is undertaking various other Business activities such as e-mobility segment including providing vehicles and related services in various vehicle segments, Roof top Solar, Waste to Wealth etc. Under E- mobility project of NVVN, 90 number of E- buses in Bengaluru & 40 number of E-buses in Andaman are under commercial operation. The first MSW to Charcoal plant at Varanasi of 600 TPD (tons per day) capacity was inaugurated by Hon'ble Prime Minister on 23.02.2024 and Contracts awarded to EPCs for MSW to charcoal Projects at NOIDA-GNIDA (900 TPD), Bhopal (400 TPD), Hubballi (200 TPD), and Gorakhpur (500 TPD). In addition, NVVN has started trading of gas for NTPC stations in IGX from 31st October 2023. During the financial year 2023-24, NVVN traded 35 billion units (BUs).

As of 31st March 2024, the paid-up equity share capital of the Company amounted to Rs. 30 crore. NVVN paid a dividend of Rs. 25.20 crore for the financial year 2023-24.

NTPC Electric Supply Company Limited (NESCL), a wholly owned subsidiary, was incorporated for the distribution business and later started deposit and consultancy works. Although currently, NESCL does not have any business operations in retail distribution, the same will be taken up at an appropriate time when the opportunity becomes visible.

NTPC Mining Limited (NML), a wholly owned subsidiary, was incorporated on 29th August 2019 for handling its mining business. It is expected that this arrangement would result in timely development of mines with efficient handling of contracts by dedicated team. This will ultimately achieve substantial efficiency and increased competitiveness. NTPC and NML signed a Business Transfer Agreement (BTA) on 17th August 2023 for transfer of coal mining business from NTPC to NML. The Ministry of Coal has amended the allotment orders of all coal mines of NTPC in favour of NML. Presently, the clearances/permissions/consents related to coal mines of NTPC are under transfer. The transfer of mines is anticipated to be finalized by March 2025.

NML has received highest credit rating of AAA from CRISIL & CARE for long term & A1+ for short term. NML won its 1st commercial coal block of North Dadhu (Eastern Part) through competitive bidding held on 02nd August 2023. Vesting order issued by MoC on 14th Dec 2023. Geological report submitted to MoC on 10th April 2024. Other Development activities such as DGPS Survey, Environment Clearance, Forest Clearance, Preparation of Mining Plan, Collection of land revenue records etc. are under progress.

During the financial year 2023-24 Mine Developer cum Operator (MDO) contract is awarded for Badam &Talaipalli (East Pit). With this all 6 NTPC coal mining projects (Total PRC- 70 MMT) are now having MDO contracts. During financial year 2023-24, it registered a stellar performance with coal production of 34.39 MMT & dispatch of 34.15 MMT, demonstrating exponential YoY growth of 48.21 % & 55.50% respectively. All 5 operational coal mines exceeded their coal production targets individually.

Integrated Coal Management System (ICMS) has been implemented first time in NTPC, in PB CMP, Dulanga CMP, TL CMP & CB CMP. Geo Fencing track of dumper movement system has been implemented in Pakri Barwadih, Talaipalli and Chatti Bariatu CMPs. Further implementation of system in other mines is under progress.

NTPC EDMC Waste Solutions Private Limited (NEWS), a JV Company with East Delhi Municipal Corporation (EDMC) was incorporated to develop & operate state of art/modern integrated waste management and energy generation facility using municipal solid waste. Flowever, due to non-availability of clear land site and Power Purchase Agreement, Waste to energy project could not be materialized. NTPC has taken up with EDMC to transfer EDMC's stake in NEWS to NTPC or its subsidiary. In-principle approval has been given by Municipal Corporation Delhi (as EDMC merged in MCD) for transfer of MCD's equity stake (26%) in NEWS to NTPC.

b. The details of other JV companies incorporated in India which are engaged in business other than in power generation are as under:

6.9 Asset Monetization

Under the broad contours of the National Monetization Pipeline (NMP), your Company has been allotted a monetization target of? 15,000 Cr. to be achieved in tranches over FY22 to FY25. In this regard, NTPC has proposed monetization of its identified RE portfolio.

6.9.1 Monetization of RE Assets:

For better marketability, your Company has incorporated NTPC Green Energy Ltd. ("NGEL") as a wholly owned subsidiary of your company for consolidation of the identified RE portfolio in which RE assets of NTPC were transferred to NGEL A payment of? 3,410 crore was made by NGELto NTPC against the balance outstanding liability of RE assets transferred from NTPC to NGEL. Stake sale Up to 20 % of NGEL through Initial Public Offer mode is expected to be completed by December 24.

6.9.2 Monetization of NTPC's Coal Mines Asset:

NTPC coal mines are being developed under Mine Developer cum Operator (MDO) route. The Capex incurred by appointed MDOs in development of coal Mines have been considered for Asset Monetization under the ambit of National Monetization Pipeline. NTPC monetized Rs. 2,010 Crore by awarding MDO contracts for Chatti Bariatu and Kerandari coal mine during financial year 2021-22 and financial year 2022- 23.

During financial year 2023-24, NTPC awarded the MDO contracts for Talaipalli & Badam coal mine and achieved asset monetization of Rs. 4,890 crore. Hence, an amount aggregating to Rs. 6,900 Cr is monetized through the award of MDO contracts for coal mine till end of financial year 2023-24.

6.10 New Business Areas:

6.10.1 Bamboo based Bio Refinery at Bongaigaon:

Your Company is currently pursuing a Techno economic Feasibility Study through Engineers India Limited (EIL) to set up a Bamboo based 2G Bio-Refinery project at Bongaigaon Thermal power station. Through this project, NTPC aims to extract 2G BIO ethanol from naturally available bamboo in the region and use the by-product produced i.e., Bio coal as a fuel for blending with coal to fire in Bongaigaon power plant. A non-binding Moll with Chempolis was signed on 10th April 2023 for exploring the feasibility of setting up an integrated bamboo based biorefinery with NTPC Bongaigaon project. The detailed feasibility report for the project, incorporating various inputs from NTPC and Chempolis, is under finalization by consultant EIL.

6.10.2 Hydrogen Hub at Pudimadaka:

Your Company has conceptualized the setting up of a Green Hydrogen Hub at Pudimadaka near Vishakhapatnam, AP. The Project shall involve the establishment of a manufacturing facility for Hydrogen related equipment's, production & export of Green Hydrogen/Ammonia/Green Chemicals. A detailed proposal was submitted to the Government of Andhra Pradesh on 11th January 2023 for development of a Hydrogen Hub at Pudimadaka and Govt order of approval received on 24th February 2023. NTPC Green Energy Ltd (NGEL), the green arm of NTPC, shall be setting up the proposed Green Hydrogen Hub and has already executed the Pudimadaka land lease deed on 20th February 2024 with Andhra Pradesh Industrial Infrastructure Corporation (APIIC).

6.10.3 Initiatives for Start Up Eco-System:

To look for innovative and out of the box solutions to its existing problems, your Company is working towards developing a holistic Innovation and Start-Up Ecosystem in NTPC. In this context a Grand Energy Challenge for NTPC was launched by Startup India at their portal for three problem statements related to NTPC Business.

Further, the purchase of biomass pellets via the Biomass Marketplace for NTPC Mouda and Solapur sites has been approved as a Pilot Project. The auction for the purchase of Mouda through the digital Biomass Marketplace platform has successfully concluded.

The Manufacturing Capital and Social Capital section contains information about these initiatives in depth, on page no. 50,100.

6.10.4 Opportunities with States and CPSEs:

Your Company signed two investment proposals in February 2023 at UP Global Investors Summit. Under this, subject to feasibility, statutory clearance, and equity infusion by Government of Uttar Pradesh, MUNPL (a joint venture between NTPC and UPRVUNL) will expand with Stage-ll units. Additionally, MUNPL and UPRVUNL will jointly take up setting up 2X800 MW supercritical Thermal Power plants at Obra and Anpara.

Your Company signed MOU with NALCO on 16th February 2024 for exploring the possibilities of adding 1,200 MW capacity (Thermal and/or renewable) to NALCO Captive Power Plant (CPP). National Aluminium Company Limited (NALCO) needs 1,200 MW uninterrupted power after five years for its upcoming expansion of Smelter Plant at Angul, Odisha.

Your Company and Rajasthan Rajya Vidyut Utpadan Nigam Ltd (RVUNL) signed an MOU on 10th March 2024 to explore capacity expansion opportunities and collaborated for performance improvement in existing units (4x250 + 2x660 MW) at Chhabra. This MOU aims to explore the possibilities of annuity-based R&M of other units of RVUNL.

The Manufacturing Capital and Social Capital section contains information about these initiatives in depth, on page no. 50 & 100 respectively.

6.10.5 Decarbonization of thermal power:

NTPC is pioneer in utilizing agro-residue for power generation, which is a carbon neutral fuel. NTPC has successfully demonstrated co-firing of 20% of torrefied biomass atTanda Stage-1 unit on 30.03.2024 and enhanced capability of biomass co-firing in the thermal power plant.

7.1.1 Bangladesh-lndia Friendship Power Company Private Limited (BIFPCL), Bangladesh:

BIFPCL (A 50:50 JV between NTPC & Bangladesh Power Development Board, Bangladesh) has implemented a 1,320 MW coal-based thermal power project in Bangladesh. The 1st and 2nd units of 660 MW are under commercial operation since December 2022 and March 2024 respectively.

7.1.2 Trincomalee Power Company Limited (TPCL), Sri Lanka:

TPCL is a JV between NTPC (50%) and Ceylon Electricity Board (CEB), Sri Lanka (50%). Presently, it is developing a 50 MW (extendable to 120 MW) solar power project at Sampur, Sri Lanka, for which JVSHA has been signed on 11th March 2022.

The Cabinet of Ministers of Sri Lanka approved the proposal for implementation of the Sampur Solar Power Project in March 2023. TPCL secured environmental clearance from the Central Environment Authority (CEA) for the 50 MW (Phase- I) Sampur solar project in June 2023. An on-grid renewable Energy Permit was obtained by TPCL from Sri Lanka Sustainable Energy Authority (SLSEA) in July 2023.

CEB provided the RFP documents for the Phase-1 of Sampur Solar Project to TPCL. Pursuant to which, the clarifications and finalisation of the agreements are in progress.

7.1.3 Other Opportunities

Further your Company is associated as a corporate partner with International Solar Alliance (ISA) and has been awarded the following Project Management Consultancy (PMC) jobs abroad:

• ISA Solar Park PMC assignment: Appointed as PMC (under the aegis of ISA Program 06) for 100 MW solar project in Republicof Guinea in the current financial year, thereby cumulative capacity of such PMC assignment reaching to 6,620 MW. The projects are in different stages of implementation. More countries are being approached for assignments on similar lines.

• ISA Rooftop Solar Projects PMC assignment: Appointed as PMC for implementation of lOOkW Roof Top Solar Project in Ethiopia & Sao Tome under ISA Prog-04. Selection of EPC Agency for execution of the Roof Top Solar Project, Ethiopia is underway.

• ISA 27 Solar Demonstration Projects: Appointed as PMC for implementation of solarization projects in 10 countries viz. Seychelles, Senegal, Djibouti, Cuba, Ethiopia, Suriname, Burundi, Mozambique, Malawi & Uganda, across three themes: (i) Solarization of building roof-top/ground mounted PV installation, (ii) Solar based Cold Storages and (iii) Solar PV based Water Pumping Systems. Your Company has also prepared the DPRs for such projects in 21 different countries under the same ISA initiative.

Projects in 5 countries (Seychelles, Cuba, Malawi, Uganda, and Ethiopia) have been successfully commissioned. Projects in other 5 countries are in various stage of implementation.

Your Company is also exploring business opportunities in the areas of power generation, PMC, O&M contracting, R&M of power plants, capability building etc. in the regions such as Middle East, Southeast Asia, CIS regions, Latin America and Africa.

8. CONSULTANCY SERVICES

The consultancy wing of your Company plays a vital role in supporting the Indian Power Industry by leveraging its extensive experience and expertise. It offers an extensive array of consultancy services that cover the entire spectrum of power station operations, from the initial concept phase to commissioning and even beyond. These services encompass diverse areas such as engineering, operations and maintenance (O&M), project management, contracts and procurement, renovation and modernization, quality and inspection, training and development, human resources, IT, solar and renewable power projects, and compliance with environmental norms for power stations.

NTPC- Consultancy is further exploring business opportunities in emerging areas such as providing consultancy services in the area of flexible operation of Thermal Power Plants, Sustainability Advising, Hydro & Pump Storage, RDSS in the distribution sector, and HR related services in addition to our conventional business areas covering PMC for Owner's Engineer services for Green field/brownfield power projects, implementation of new environmental norms e.g. FGD, ZLD, DNOx & ESP R&M, development of Solar & Renewable power projects, O&M and performance improvement of Thermal Power Plants and IT services e.g. ERP implementation, PRADIP, Dreams 2.0, PI systems, CUMS etc.

The MDA and Manufacturing capital section of the report contains highlights of consultancy services, on the page no. 176 & 50 respectively.

9. FINANCING OF NEW PROJECTS

Group Capital Expenditure (CAPEX) including CAPEX of JV/ subsidiaries of your Company for the financial year 2023-24 was Rs. 35,385.08 crore and on stand-alone basis was Rs. 19,443.53 crore (provisional) on cash basis.

To finance its capacity addition programs, your Company adheres to specific debt to equity ratios depending on the type of projects. For thermal and hydro projects, the debt- to-equity ratio is generally set at 70:30, while for solar/wind projects, it is set at 80:20. Your directors are confident that the internal accruals of the Company will be sufficient to finance the equity component of the new projects. With a low-geared capital structure and strong credit ratings, your Company is well-positioned to raise the necessary borrowings.

Your Company is actively exploring both domestic and international borrowing options, including seeking overseas development assistance from bilateral agencies. These efforts are aimed at mobilizing the debt required for the planned capacity expansion program.

Furthermore, your Company consistently engages in debt swapping for domestic loans, taking advantage of cheaper loans to repay older loans with higher interest rates. This strategy enables your Company to repay loans without incurring any repayment penalties to the bank. By optimizing its debt management, your Company strives to reduce borrowing costs and enhance financial efficiency.

The detail of funding is available in the MDA Report which forms part of this Annual Report, on the page no. 176

10. FIXED DEPOSITS

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

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

a Accepted during the financial year Nil 2023- 24

b Remained unpaid or unclaimed as 6 deposits at the end of financial year amounting to 15.91 lakh*

c Whether there has been any default in repayment of deposits or payment of interest thereon during the financial year and if so, number of such cases and the total amount involved:

(i) At the beginning of the financial year NIL

(ii) Maximum during the financial year NIL

(iii) At the end of the financial year NIL

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

11. RENOVATION AND MODERNIZATION

The Renovation and Modernization (R&M) of various units of your Company, particularly those that have completed 25 years of commercial operation, is considered crucial for achieving several objectives. These objectives include ensuring the safe operation of the units, complying with the latest statutory norms and revised environmental norms, as well as adhering to the IEGC (Indian Electricity Grid Code).

The R&M process also focuses on recovering and improving the efficiency of the units, enhancing their reliability, enabling flexible operations to accommodate the integration of renewables on a large scale, sustaining operations in light of equipment health assessments conducted over the past 2 to 3 years, and addressing constraints arising from current operating conditions such as changes in coal quality, water supply arrangements, and changes in laws and regulations.

By undertaking R&M activities, your Company aims to optimize the performance and longevity of its units while aligning with evolving industry standards and operational requirements.

12. HUMAN RESOURCE MANAGEMENT

Your Company is proud of its people who are its most important asset and its sole differentiating factor of competitive advantage, driving desired business outcomes. In furtherance of its Employee Value Proposition (EVP) of "People before PLF", your Company has been investing in Competence, Commitment, Culture and Systems Building. These are the four pillars of its constantly evolving HR strategy.

For building competence for current / future roles and areas of diversification and sustaining an enabling Performance Culture, your Company has institutionalized the following initiatives :

(ii) Need based training which includes curated learning paths for all O&M executives.

(iii) Contemporary ERP enabled PMS focusing on continuous feedback and assessment made possible through weekly planning and feedback and monthly assessment. This is in addition to the annual assessment at the end of the assessment year.

(iv) Planned interventions at different stages of career for team building, leadership development and succession planning.

(v) Job-rotation preceded by Job-rotation facilitation training.

(vi) Putting in place a promotion policy which puts a premium on performance.

(vii) Business Simulation Games for honing decision-making and critical thinking skills.

(viii) Tie-ups with external experts for bringing in niche expertise and outside perspective.

(ix) Coaching for selected Business Unit Heads.

(x) Actualization of Individual Development Plan (IDP) has been enabled by :

a. Making IDP, a mandatory KPA index of the PMS.

b. Facilitating formulation of IDPs through customized individual reports of Competency, Potential and Value (CPV) assessments and Assessment Development Centres (ADCs) undertaken.

c. 360-degree feedback as a developmental input, has also been implemented for selected grades.

The L&D interventions are bolstered through contemporary pedagogy, time and location agnostic e-learning modules and leveraging immersive technology (Simulation, VR and AR).

For commitment building, your Company provides attractive compensation, best in class benefits and facilities (which includes medical facility), superannuation benefits (which includes post-retiral medical facilities) and rewards (both monetary and non-monetary). Your Company also focuses on listening by implementing a comprehensive Communication Matrix and putting in place a system of Internal and External Surveys. To further facilitate employee engagement, your Company has started leveraging the power of Al for better understanding employee sentiment for effecting appropriate interventions.

Your Company has embraced technology and digitalization and put in place enabling Systems, for providing superior employee experience. These include ERP, ECM (paperless office), HR Unified Shared Service (HRUSS), an analytics based HR decision support system (DELPHI), Contract Labour

Information Management System (CUMS), Al based chatbots, Medical Smart Card, Recruitment portal, Policy portal and Ex- Employee portal, etc.

Your Company's HR initiatives for achieving its HR Vision ("To enable our people to be a family of committed world class professionals, making NTPC a learning organization"), has been recognized by several awards in the talent management and development space. These include Forbes 2023 World's Best Employers 2023 (4th rank amongst Indian companies), 2024 ATD Best Award (3rd rank globally), recognition of "Top Employer 2024", by the Top Employers Institute, Brandon Hall HCM Awards for leadership development, learning and development and leveraging technology, SHRM HR Excellence Awards etc.

The details of the same is available in the Human capital section of this report, on the page no. 84.

13. SUSTAINABLE DEVELOPMENT

Sustainable development is at the core of your Company's business development strategy. Your company firmly believes in the idea that progress should not come at the expense of the environment and natural ecosystems. To promote sustainability, we are driven by two key motives:

a) To become the most sustainable energy producer by making fundamental changes in the operating methods

b) Increase transparency through timely disclosure of social, environmental, and economic results

Your Company has developed an Environmental, Social and Governance Management System (ESG-MS) that outlines ESG management principles for your Company and provides guidance for managing ESG risks and opportunities in our operations. It consists of an ESG policy statement, measurement and reporting of material indicators, target settings. There is also a dedicated ESG and Climate Change Committee to assist the board in setting the Company's general strategy with respect to ESG and climate change issues.

Your Company is also implementing "The Brighter Plan 2032", a comprehensive sustainability strategy aimed at becoming the most sustainable power producer. This plan focuses on key aspects of sustainability such as reducing carbon emissions and controlling air emissions, water conservation, biodiversity protection, health and safety, circular economy, community development, finance and ethics, and sustainable supply chain. Through this strategy, strategic approaches and actions in each of these areas are formulated to ensure the long-term sustainability of your business.

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

The further detail of our sustainable initiatives and disclosures is available in the Natural and Social capital section of the report, on the page no. 66 & 100 respectively.

14. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) has always been integral to your Company's core business of power generation. The spirit of caring and sharing is embedded in your Company's mission statement. Your Company has a comprehensive Resettlement & Rehabilitation (R&R) policy covering community development (CD) activities, which has been revised and updated from time to time. CD activities in green field area are initiated as soon as project is conceived followed by extensive community and peripheral area development activities alongside the project development. CSR Policy originally formulated in July 2004 and revised from time to time as is known as "NTPC Policy for CSR and Sustainability" in line with Companies Act, 2013 and Department of Public Enterprises (DPE) Guidelines for CSR. It covers a wide range of activities including implementation of a few key Programmes taken through NTPC Foundation- a charitable trust set up by your Company to serve and empower the Physically Challenged and Under Privileged Sections of the Society & women.

Your Company's focus areas of CSR activities are Health, Sanitation, Safe Drinking Water and Education. Moreover, Capacity Building of the youth, Women Empowerment, Social Infrastructure Development, livelihood creation through support for implementation of innovative agriculture & livestock development, support to Physically Challenged Person (PCPs), and for the activities contributing towards Environment Sustainability have also been taken up. Your Company is committed to contribute to the society, discharging its Corporate Social Responsibilities through initiatives that have positive impact on the society, especially the community in the neighborhood of its operations by improving the quality of life of the people, promoting inclusive growth and environmental sustainability.

Preference for CSR & Sustainability activities is being given to local areas around Company's operations, ensuring that majority CSR funds are spent for activities in local areas.

However, considering Inclusive Growth and Environment Sustainability and to supplement Government efforts, activities are also taken up in other parts of the country.

During the year, 581 villages and more than 558 schools have been benefitted by Your Company's various CSR initiatives at different locations. Your Company's CSR initiatives have touched, in one way or the other, the lives of around 16 lakhs people residing at remote locations.

Apart from the CSR activities undertaken in and around stations to improve the living conditions of the local communities, other CSR initiatives undertaken pan-India are mentioned in the Annual Report on CSR activities annexed with this Report.

Your Company spent Rs. 200.57 crore during the financial year 2023-24 towards various CSR initiatives, against the CSR obligation of? 112.79 crore.

The CSR Policy, which provides comprehensive guidelines for conducting CSR activities, is available on our Company's website: https://ntpc.co.in/sites/default/files/policy- documents/NTPC%20Policy%20for%20CSR%202022- Revised%20%281%29.pdf Furthermore, the Annual Report on CSR & Sustainability activities, in compliance with Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is placed as per Annexure-VI. is appended to this report, forming an integral part of it

• NTPC Foundation

NTPC Foundation, funded by your Company, is engaged in serving and empowering the differently abled and economically weaker sections of the society.

The details of expenditure incurred, and initiatives undertaken by your Company under CSR are covered in Annual Report on CSR and is annexed to this Report.

15. REHABILITATION AND RESETTLEMENT (R&R)

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

R&R activities are initiated at your Company's projects by undertaking need-based community development activities in the areas of health & sanitation, education, drinking water, capacity building, infrastructure, solar electrification, etc. by formulating the 'Initial Community Development (ICD) Plan' in consultation with concerned Panchayats, District Administration and other Stakeholders. Your Company addresses the R&R issues in line with the extant RR Policy / Central Government/ State Government / extant Land Acquisition Act, with an objective, that after a reasonable transition period, the conditions of PAFs improve or at least they regain their previous standard of living, earning capacity, and production levels.

As per your Company's RR Policy, which has been aligned with the 'The RFCTLARR Act 2013', State Governments are required to conduct a Social Impact Assessment (SIA)/Census Survey during the process of land acquisition for the project, so as to collect detailed demographic data of the area. This shall form the basis for the preparation of the 'Rehabilitation and Resettlement (R&R) Scheme' by the 'Appropriate Government'. The R&R Scheme consists of measures for Rehabilitation & Resettlement and need-based CD infrastructure in Resettlement Colony (RC).

Additionally, Your Company has retained the good practices of the Company on the Community Development (CD) activities which are primarily aimed at socio-economic development in the PAVs (Project Affected Villages) and the Project's vicinity. This is to ensure that the displaced families in the RC or the affected families settling in the neighboring villages may secure for themselves a reasonable standard of community life.

Expenditure on implementation of the R&R Plan is part of the capital cost of the project. The Plan is implemented in a time-bound manner so as to complete it by the time of the project's commissioning. Upon completion of the R&R Plan implementation, a Social Impact Evaluation (SIE) is conducted by a professional agency to know the efficacy of the R&R Plan implementation for future learning & corrective actions, if any.

15.1 R&R achievements during the financial year:

• Rehabilitation and Resettlement (R&R) Plan:

R&R activities were implemented at the Greenfield / Brownfield Thermal Power projects - Barh, Darlipali, Gadarwara, Kanti, Khargone, Kudgi, Lara, Meja, North- Karanpura, NSTPS, Patratu, Solapur, Tanda-ll, Telangana, Hydro projects-Tapovan- Vishnugad & Rammam-lll and Coal Mining Projects at Pakri-Barwadih, Chatti-Bariatu, Kerendari, Dulanga and Talaipalli as per the R&R / CD Plans, which were finalized earlier in consultation with the stakeholders and approved by the State Government.

The R&R CD works have been successfully completed at NTPC VSTPS-Stage IV & V and NTPC Bongaigaon and Social Impact Evaluations have indicated a positive impact on the community. Further, community development works in the vicinity areas of these projects would be taken under CSR as per the provisions of the Companies Act, 2013.

Re-appropriations in cost provisions of R&R / CD Plans, as required on a case-to-case basis, for specific activities in view of the request/ needs of stakeholders/ district administration, were also approved to take care of the local needs & requirements.

• Focus areas for Community Development activities:

Community Development (CD) activities are generally initiated by your Company under ICD (Initial Community Development) Policy and subsequently under the R&R/ CD Plan of the Project. Your Company is sensitive to the needs and aspirations of the Project Affected Families (PAFs). Your Company also provides Stakeholder's Participation through its Public Information Centers/ R&R Offices/ Village Development Advisory Committee (VDAC) Meetings to disseminate useful information sought by the villagers. Other useful information is also communicated through notices, pamphlets, letters, etc. from time to time.

In the last 10 years up to financial year 2023-24, more than 2,462 crore worth of expenditure were incurred by your Company towards Community Development (CD) works by various Projects under R&R Plans.

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

• Capacity building / Skill up-gradation - Training programs were conducted by various projects towards the skill enhancement of youths. The specific focus was on imparting training to the villagers on modern farming methods. The support to dependents of PAFs for ITI training was also extended to increase their employability.

• Education - Financial assistance was extended towards up-gradation of infrastructure and other basic amenities in the neighbouring schools and educational institutions of NTPC projects including for development of Educational Institutes in the technical and medical domain.

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

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

16. NTPC ENERGY TECHNOLOGY RESEARCH ALLIANCE (NETRA)

Your Company is dedicated to incorporating innovative technologies in our power plants to enhance safety, reliability, and efficiency. We strategically develop, adopt, and adapt frontier technologies to address major concerns in the power sector while exploring potential opportunities. In 2009, we established the NTPC Energy Technology Research Alliance (NETRA) as a state-of-the-art research centre. NETRA collaborates with leading institutes, technology players, and service providers at the national and international levels. We are guided by a Research Advisory Council (RAC) comprising eminent scientists and experts, while our in-house Scientific Advisory Council (SAC) provides directions for improving plant performance and reducing costs.

NETRA's collaborative approach and focus on research and development demonstrate your Company's commitment to staying at the forefront of technological advancements. By embracing innovation, your Company aims to drive continuous improvement, overcome challenges, and unlock new opportunities in the power sector. Through the prudent mix of development, adoption, and adaption of frontier technologies, your Company ensures the safety, reliability, and efficiency of its power plants. NETRA plays a crucial role in driving high-end research, supported by the expertise of the RAC and SAC. This consolidated effort positions your Company as a leader in incorporating innovative technologies and pursuing a more sustainable and efficient energy future.

NETRA continuously adapts its focus areas to meet the evolving needs of the power sector. Currently, our R&D efforts are centered on carbon capture and utilization technologies, ash utilization technology, waste-to-energy solutions, water technology, as well as efficiency improvement, cost reduction, new and renewable energy, climate change, and environmental protection. Our laboratories, which are ISO 17025 accredited, provide advanced scientific services in areas such as nondestructive examination, metallurgy, failure analysis, oil/water chemistry, environment, electrical systems, and computational fluid dynamics. Recognized as a Remnant Life Assessment Organization, NETRA ensures efficient and reliable performance in our power plants while upholding the highest safety and quality standards.

The further details of the NETRA's performance highlights is available in the Intellectual capital section of the report, on the page no. 120.

17. IMPLEMENTATION OF OFFICIAL LANGUAGE

NTPC has taken several initiatives for the progressive use of Hindi in the day-to-day official work and implementation of official language policy of the Union of India in your company. The compliance of official language policy in your projects and regional headquarters was inspected and need based suggestions were given to the respective heads of offices in this regard. Quarterly meetings of official language implementation committee were held in which extensive discussions took place on progressive use of Hindi and the ways and means to bring about further improvements.

Hindi Divas was celebrated on 14th September 2023 and Hindi Fortnight was organized from 15th to 29th September 2023 at the Corporate Centre as well as regional headquarters and projects/stations to create awareness among the employees, Associates, and their family members. Our biannual Hindi magazine 'Vidyut Swar' published (in digitized from) to promote creative writing in Hindi. Employees were motivated to use Hindi in official work by organizing Hindi workshops, Unicode Hindi Computer Training along with Hindi e-tools and popularization of Hindi incentive schemes. Hindi webpage was updated with improvement important information of Rajbhasha for employees.

NTPC was honoured an Excellence Award by Hon'ble Cabinet Minister of Power and New & Renewable Energy Shri R.K. Singh for Implementation of Official Language policy in Hindi Advisory Committee's meeting. Also, NTPC provides 'NTPC Rajbhasha Shield' to the PSUs and institutions of Ministry of Power for remarkable achievements in implementation of Official Language policy. The second sub-committee of Parliament on official Language had inspected our units; reviewed the progress of Official Language implementation and appreciated our efforts. NTPC's website also has a facility of operating in a bilingual form, in Hindi as well as in English.

18. WEB BASED CONTRACTORS' LABOUR INFORMATION AND MANAGEMENT SYSTEM (CLIMS

Your Company has successfully implemented a web-based in-house solution called 'Contractors' Labour Information Management System (CLIMS),' which operates on a captive private cloud. This system helps in streamlining various labour management processes and ensures pre-deployment health checkup, safety training and coverage of the contractors' workers under various statutory social security and welfare legislations. The system uses a fully biometric access control mechanism, thus providing real-time information on the availability of workers in various jobs and at the same time, augmenting the security of the power plant. The system also offers convenient worker management solutions to the contracting agencies by providing them digitised database of their workers for efficient administration of wage and other statutory benefits.

CLIMS incorporates a range of features to enhance worker management. This comprehensive system enables you to effectively monitor and manage your workforce, promote transparency, efficiency, and ensure coverage of the workers for statutory social security measures. By adopting CLIMS, your Company has improved the overall labour management process, facilitating timely and accurate provision of wages and benefits to your workers while ensuring their well-being and safety.

19. VIGILANCE

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

Corporate Vigilance Department consists of four Cells as under:

1. Vigilance Investigation and Processing Cell

2. Departmental Proceedings Cell

3. Technical Examination Cell

4. MIS Cell

These cells deal with various facets of vigilance mechanism. The vigilance works have been assigned region-wise to Vigilance officers at Corporate Centre (Regional Vigilance Executives) for speedier disposal. Senior officials of Vigilance Department comprising ED (Vigilance), Regional Vigilance Executives and Head of DPC/MIS Cell meet regularly to discuss common issues to ensure uniform working in all Regions. This facilitates transparency, efficiency, and effectiveness of Vigilance functionaries by making use of collective knowledge, experience and wisdom of Vigilance Executives as well as breaking of compartmentalization and abridging of strengths & weaknesses. Vigilance setup of company is accredited with ISO-9000:2015 certificate since 2021. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Company's website at:

https://ntpc.co.in/sustainability/policies/governance.

The detail of your Company vigilance work is available in the Ethics and Vigilance section of our report., on the page no. 41.

20. REDRESSALOF PUBLIC GRIEVANCES

Your Company is committed for resolution of public grievance in efficient and time bound manner. Executive Director (HR) has been designated as Director (Grievance) to facilitate earliest resolution of public grievances received from President Secretariat, Prime Minister's Office, Ministry of Power etc.

In order to facilitate resolution of grievances in transparent and time bound manner, Department of Administrative Reforms & Public Grievances, Department of Personnel & Training, Government of India has initiated web-based monitoring system at www.pgportal.gov.in.

As per directions of GOI, public grievances are to be resolved within a period of 30 days. If it is not possible to resolve the same within this period, an interim reply is to be given. Your company is making all efforts to resolve grievances in the above time frame.

21. RIGHT TO INFORMATION (RTI)

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

During financial year 2023-24, your Company received a total number of 1893 applications under the RTI Act, which includes 122 pending applications from the previous fiscal year. Among these, 1838 applications have been responded to, while 55 applications are still awaiting resolution. Additionally, your Company has voluntarily made disclosures under section 4(1) (b) of the RTI Act, and these disclosures have been audited by NPTI Faridabad.

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

22. USING INFORMATION AND COMMUNICATION TECHNOLOGY FOR PRODUCTIVITY ENHANCEMENT

Information and Communication Technology (ICT) is playing a pivotal role in enhancing productivity in your company by streamlining processes, improving communication and collaboration, leveraging data insights, and adapting to the changing work environments.

Your Company is pursuing the Digital First strategy by taking definitive steps towards permeating Digitalization in all aspects of business apart from greener environment. Various new Digital initiatives projects implemented during financial year 2023-24 like Advance Analytics Package, Hire to Retire in SAP, VR based Training, Ash Dyke Mobile App, Paperless Movement for Ex-Employees, RFID based Stores Management and Cloud Infrastructure and Unified ABT system. Safety being an important area, a dedicated safety app is developed and is integrated with Plants Safety Data in Power Bl for Joint Ventures companies.

Your Company has been designated as CERT-Thermal for coordinating Cyber Security activities forThermal Generation utilities in India. Your Company has taken various initiatives in Information Security measuring itself on key areas of Security, Security Operation Centre (SOC), Cloud based WAAP Solution, Zero Trust based Secure Access, unified End Point Vulnerability and Security Management Solution, Web and Mobile Applications Development, Analytics, & Vendor Management, to identify the gaps & plug them.

Your Company plants and offices across India, are connected to Corporate Office and main Data Centre (DC) through 2x34/ 4E/6E/155 Mbps high-speed MPLS links at each site to facilitate seamless communication. The DC and DR (Disaster Recovery) site is connected with high bandwidth 2x400 Mbps MPLS links for data replication. Both the Data Centers at Noida & Hyderabad are ISO 27001 complaint.

Some of the highlights of the progress in IT/ERP area during the year 2023-24 are as follows:

• Digitization - The digitization initiative in the form of Project PRADIP resulted in implementation e-Office, digitization of documents and paperless processes for different functions. Several enhancements have been made in USSC-C&M, Finance, e-Office module etc. to optimize the resources and to enhance the performance. PRADIP has been made more secure through implementing Multi-Factor Authentication and Single Sign-On technology.

• ERP- Several new modules were introduced in ERP as part of process improvements such as Incorporation of SG-AGC (Schedule Generation -Automatic Generation Control) in BW Hydro Performance report, Integration of Job Safety Analysis (JSA) with PTW process, Enhancement in Generation loss report to allow unit level view, Development of Compensation and MOPA (Monthly Operating Pattern Adjustment) rates for Committed Gas, Enhancement in Domestic coal- MGR process related to Coal Quality Parameters (third party sampling) etc.

• M365 Implementation- A Comprehensive Cloud based SaaS solution implemented across NTPC includingJVsfor mail and messaging services, Teams, Share Point, Powe App, Power Bl etc. along with Single Sign On (SSO).

• Security- No major security breach was observed during the financial year 2023-24. A 24x7 Cyber Security Operation Centre (CSOC) is in operation analyzing more than 15 billion events per month and reporting findings and coordinating closure. It also enables Real-time Monitoring of External Attack Surface by coordinating with Cyber Swachhta Kendra to help identify security gaps and Comprehensive integration of disparate security solutions such as SIEM, NGFW and NGAV solutions ensuring quick analysis and reporting.

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

• Strategic Initiative Management System: It is designed to enable NTPC to plan, execute and evaluate its strategic targets like Management Agenda, Moll Target, CMD initiatives, directions of the GOI etc. The application provides a dashboard to the management to track and evaluate the progress of these vital initiatives and to achieve the corporate goals.

• Mobile App for NETRA: It provides a unified view of all facets of NTPC's R&D wing, NETRA, and activities undertaken by it. The app acts as a single window to the repository of NETRA's vast knowledge base using PRADIP, eGyan Knowledge Management Portal and the lab reports anytime, anywhere controlled through authorization and roles.

• Sangam Portal (CC Intranet Portal): This portal provides access to all the intranet-based non-ERP applications of the organization through SSO (Single Sign On). It also provides the facility to create new websites through its plug-and-play features. This is a very handy tool which can be used to launch an intranet website with only some simple configurations.

• IDEATHON: NTPC Business Incubation initiative, 'NTPC- Ideation' is a step towards identifying the Young Thought Leaders-lntrapreneurs. It is an enabling platform intended to nurture, incubate, and mentor new ideas, foster start-ups, and helping to grow them into successful Start-ups for Power sector. It also aims to create an entrepreneurial mind-set, bring in agility and Innovative thinking amongst executives. It provides them with an opportunity to develop their leadership skills, increasing risk appetite, improving decision making skills, collaboration, networking while exploring dynamic growth and inspiring change.

• CERC Tariff Petition System: The whole process of petition submission is now automated as an independent application in SAP, comprising of different modules for Data Preparation, Approval, and generation of Tariff forms. This Application is configurable, modular, scalable, flexible and Role Based; designed to take care of frequent changes in CERC reporting requirement in the most optimum manner.

• Engineering Calculator 2.0: This Version 2.0 of the app has been prepared with additional modules for engineering thumb rule calculations and understanding dynamic energy market scenarios. The Modules added in Version 2.0 of the app include:

Biomass co-firing Module

Hydrogen Generation Emission Calculator Module

Imported Coal and RLNG Generation cost and C02 emission comparison.

• Contractors Performance Feedback and Evaluation System: It is a comprehensive framework designed to monitor and assess contractor performance for NTPC's REL's Projects. The system automatically calculates Monthly Scores and Weighted Average Scores based on predefined formulas, which are communicated to vendors through autogenerated emails. The system aims to minimize subjectivity, ensure transparency and fairness in assessments, reduce dependence on sites for non-performing cases, and prioritize activities crucial for project implementation, thus ensuring effective contractor performance evaluation and project management.

• Employee Personnel File Management System: This PRADIP based process allows creation of personnel file for new employee and addition of documents to Personnel file for Existing employees. It provides secured and access-controlled storage of Personnel files and are only accessible to HR Employees based on their access rights. It is also available anywhere-anytime with High Availability and no single point of failure; safety of data is also ensured by scheduled backups of the system.

• IT Consultancy assignments for 5.16Cr towards power sector improvement -

SAP support in JV companies of NTPC.

M365 support in JV companies of NTPC.

PI System implementation in OPGC

Dreams 2.0 Implementation in UPPTCL

23. GROUP COMPANIES: SUBSIDIARIES AND JOINT VENTURES

As of 31st March 2024, your Company has 15 subsidiary companies (including 5 Step Down Subsidiary Companies) and 16 joint venture companies (including 2 foreign companies) engaged in specific business activities. Out of 10 direct Subsidiary Companies, 5 are wholly owned by your Company. The list of JV and Subsidiary Companies of your company has been provided under Note 59 of the Notes to the Accounts of Standalone Financial Statement of the Company for the financial year 2023-24.

In addition to the aforesaid ventures, there are two more Joint Venture Companies namely International Coal Ventures Private Ltd and BF-NTPC Energy Systems Ltd, from which your Company has decided to exit. For International Coal Ventures

Private Limited, the decision to exit was made due to the lack of commercially viable opportunities for thermal coal. Additionally, with the approval from the Ministry of Power, the winding-up process has commenced for BF-NTPC Energy Systems Limited, and a liquidator has been appointed for the voluntary liquidation of this joint venture company.

Your company is also considering monetizing its investment in Hindustan Urvarak& Rasayan Limited (HURL) since fertilizer is not the core business area of your Company. Your Company is also looking forward to exiting from TELK and is in discussion with Government of Kerala. Your company is also considering exit; from PTC India Ltd. (Current shareholding 4.05% only)

A statement containing the salient feature of the financial statement of your Company's Subsidiaries, Associate Companies and Joint Ventures as per first proviso of section 129(3) of the Companies Act, 2013 is included under AOC-1 in the consolidated financial statements.

24. INFORMATION PURSUANT TO STATUTORY AND OTHER REQUIREMENTS

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

24.1 Statutory Auditors

The Statutory Auditors of your company are appointed by the Comptroller & Auditor General of India. Joint Statutory Auditors for the financial year 2023-24 were (i) M/s. Vinod Kumar & Associates, Chartered Accountants, New Delhi (ii) M/s. Goyal Parul & Co., Chartered Accountants, New Delhi (iii) M/s. M C Bhandari & Co., Chartered Accountants, Hyderabad (iv) M/s. J K S S & Associates, Chartered Accountants, Jaipur and (v) M/s. Agasti & Associates, Chartered Accountants, Bhubaneshwar and (vi) M/s. S. N. Kapur & Associates, Chartered Accountants, Kanpur.

24.2. Cost Auditors

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

The firms of Cost Accountants appointed under Section 148(3) of the Companies Act, 2013 for the financial year 2023-24 were i) M/s Datta Ghosh Bhattacharya & Associates, Kolkata; ii) M/s BVS & Co., Hyderabad; iii) M/s Paliwal & Associates, Lucknow; iv) M/s S. Dhal & Co., Bhubaneshwar; v) M/s Narasimha Murthy & Co., Hyderabad; vi) M/s B.G. Chowdhury & Co, Kolkata; vii) M/s Diwanji And Associates, Vadodara; viii) M/s M. Krishnaswamy & Associates, Namakkal, Tamil Nadu; and ix) M/s H. Tara & co., Delhi.

The due date for filing consolidated Cost Audit Report in XBRL format for the financial year ended 31st March 2023 was up to 28th August 2023 and the Consolidated Cost Audit Report for your Company was filed with the Central Government on 25th August 2023.

TheCostAudit Report forthe financial year ended 31st March 2024 shall be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

24.3 Secretarial Auditors

In pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24Aof theSEBI (LODR) Regulations, 2015, the Board of Directors has appointed M/s Amit Agrawal & Associates, CompanySecretary in practice as the Secretarial Auditor for conducting Secretarial Audit of the Company for the financial year 2023-24.

24.4 Management comments on Statutory Auditors' Report

The Statutory Auditors of the Company have given an unqualified report on the accounts of the Company for the financial year 2023-24. However, they have drawn attention under 'Emphasis of Matter' to the following notes of the Standalone Financial Statements:

(i) Note No. 50 with respect to one of the projects under construction, wherein by the order dated 5th January 2023 of Additional District Magistrate, Chamoli, construction activities are stopped till further orders.

(ii) Note No. 59 (f) (i) in respect of related party transactions executed during the year pertaining to the assignments awarded till the financial year 2022-23 to M/s Utility Powertech Ltd., a Joint Venture of the Company, which have been approved by the Board of Directors.

(iii) Note No. 63(iii)(b) 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.

(iv) Note No. 65(B)(v) with respect execution of Business Transfer Agreement (BTA) with NTPC Mining Ltd., a wholly owned Subsidiary of the Company, for hiving of coal mining business, which shall become effective on completion of conditions precedent mentioned in the BTA.

Further, in addition to the above, they have drawn attention under 'Emphasis of Matter' to the following note of the Consolidated Financial Statements:

(v) Note No. 52(d) with respect to postponement of revenue due to uncertainty of ultimate collection by M/s Ratnagiri Gas and Power Ltd., a Subsidiary of the Company.

The issues have been adequately explained in the respective Notes referred to by the Auditors.

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

The Comptroller & Auditor General of India, through letter dated 01.08.2024, has given a Comment on the Standalone Financial Statements of your Company for the year ended 31 March 2024 after conducting supplementary audit under Section 143 (6) (a) of the Companies Act, 2013.

The Comptroller & Auditor General of India, through letter dated 01.08.2024, has also given a Comment on the Consolidated Financial Statements of your Company for the year ended 31 March 2024 after conducting supplementary audit under Section 143 (6) (a) read with Section 129 (4) of the Companies Act, 2013.

As advised by the Office of the Comptroller & Auditor General of India (C&AG), a comment of C&AG alongwith Management reply for both the standalone and consolidated financial statements of your Company for the year ended 31 March 2024 are being placed with the report of Statutory Auditors of your Company elsewhere in this Annual Report.

24.6 Secretarial Audit Report and Management Response thereto.

The "Secretarial Audit Report" from the secretarial auditor in Form MR-3 as required underSection 204of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as per Annexure-X. The Management Response on the qualification in the Secretarial Auditor Report is mentioned below: -

24.7 Risk Management

Your Company has an elaborate Enterprise Risk Management (ERM) framework, including risk management policy for risk identification and its mitigation, in place. As per SEBI (LODR) Regulations, 2015 the Company has a Board Level Risk Management Committee, which as on March 31, 2024, comprised of Director (Projects), Director (Operations), Independent Director and Chief Risk Officer.

The primary mandate of the RMC encompasses the identification and thorough review of potential risks, followed by the development of robust action plans and strategic initiatives aimed at mitigating these risks effectively. During financial year 2023-24, the RMC has identified 26 risks, out of which 9 risks have been rated as top risks for the company as listed below:

• Threats to safety & security of people & property

• Sustaining efficient plant operations

• Compliance of emission, ash utilization and regulatory norms

• Legal risks

• Risks related to coal mining.

• Difficulties in acquisition of land

• Delay in execution of projects

• Risks pertaining to hydro projects.

• Inadequate fuel supply

The RMC meets regularly and monitors the top risks through reporting of key risk indicators, prepare mitigation plans and monitors their implementation. The risk assessment and the progress of the mitigation measures are reported regularly to the Board of Directors. Moreover, the RMC seamlessly coordinates its functions with other committees as necessary. Notably, NTPC's Enterprise Risk Management (ERM) framework aligns with the globally recognized ISO 31000:2018 standards, ensuring a robust and internationally compliant approach to risk.

Your Company is exposed to foreign exchange risk in respect of contracts denominated in foreign currency for purchase of plant and machinery, spares and fuel for its projects/ stations and foreign currency loans. In terms of its Exchange Risk Management Policy, during financial year 2023-24, your Company has entered into derivative contracts amounting to JPY 3,729.80 million, USD 178.74 million and EUR 12.47 million in respect of foreign currency loans exposure.

24.8 Policy for Selection and appointment of Directors' and their remuneration

Your Company being a Government Company, the provisions of Section 134(3)(e) of the Companies Act, 2013 do not apply in view of the Gazette notification dated 05.06.2015 issued by Government of India, Ministry of Corporate Affairs.

24.9 Performance Evaluation of the Directors and the Board

Ministry of Corporate Affairs (MCA), through General Circular dated 5th June 2015, has exempted Government Companies from the provisions of Section 178 (2) of the Companies Act, 2013 which requires of performance evaluation of every director by the Nomination & Remuneration Committee. The aforesaid circular of MCA further exempted Govt. Companies from provisions of Section 134(3)(p) of the Companies Act, 2013 which requires mentioning the manner of formal evaluation of its own performance by the Board and that of its Committees and Individual Director in Board's Report, if directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government as per its own evaluation methodology.

Further, as per MCA Notification dated 5th July 2017, in case the matters of performance evaluation are specified by the concerned Ministries or Departments of the Central Government or as the case may be, the State Governments and such requirements are complied with by the Government companies, provisions of Schedule IV w.r.t. performance evaluation of Directors are exempted for the Government Companies.

In this regard, Department of Public Enterprises (DPE) has already laid down a mechanism for performance appraisal of all functional directors DPE has also initiated evaluation of Independent Directors

Your Company enters into a Memorandum of Understanding (MOU) with Government of India each year, demarcating key performance parameters for the company. The performance of the Company is evaluated by the Department of Public Enterprises vis-a-vis MOU entered into with the Government of India.

In terms of Regulation 25 of SEBI (LODR) Regulations, 2015, the performance of the Board as a whole and non- independent directors including Chairman & Managing Director were evaluated by the Independent Directors in a separate Meeting held by them on 14th March 2024.

24.10 Declaration by Independent Directors

During the year, all the Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013 for holding the position of'Independent Director' and necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 was received. Also, declaration under Regulation 25 of SEBI (LODR) Regulations, 2015 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 are also obtained from all the Independent Director of your Company.

24.11 Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) Report, as per Regulation 34(2)(e) read with Schedule-V to the SEBI (LODR) Regulations, 2015 and DPE Guidelines, is placed as per Annexure-I and forms part of this Directors' Report.

24.12 Corporate Governance Report

In accordance with Regulation 34(3) of SEBI (LODR) Regulations, 2015, a detailed report on Corporate Governance along with a certificate on Compliance of conditions of Corporate Governance under the SEBI Regulation and DPE Guidelines on Corporate Governance are placed as per Annexure-ll and forms part of the Directors' Report.

24.13 Business Responsibility and Sustainability Report

The "Business Responsibility and Sustainability Report" in compliance with the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015 and Certificate on Reasonable Assurance of BRSR Core as specified by the SEBI Circular SEBI/ HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12,2023, form part of the Report and placed as per Annexure-IX.

24.14 Investor Education and Protection Fund (IEPF)

Number of Equity Shares due for transfer to IEPF and details of unclaimed dividend as on March 31, 2024, are available on the website of the Company, and this is also disclosed in the Corporate Governance report placed at Annexure-ll. which forms part of the Directors' Report.

24.15 Particulars of contracts or arrangements with related parties

During the period under review, your Company had not entered into any material transaction with any of its related parties. The Company's major related party transactions are generally between NTPC and its Group Companies. In line with the Statutory enactments, Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions of the Company has been revised and approved by the Board during the year 2023-24 and is uploaded on the Company's website under the 'Investors' section at www.ntpc.co.in.

In pursuance to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the "Disclosure of particulars of contracts / arrangements entered by the Company with related parties including certain arms- length transactions" are disclosed in Form AOC-2 and is annexed to this Report as Annexure-VIII.

24.16 Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

No significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and company's operations during the financial year 2023-24.

24.17 Adequacy of internal financial controls with reference to the financial reporting

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

24.18 Particulars of Loans, Guarantees or Investments

The details of investments made, loans granted, and guarantees extended by the Company during the financial year 2023-24 under Section 186 of the Companies Act, 2013 are disclosed at Note 59 to the standalone financial statements for the financial year 2023-24.

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

Your company has a comprehensive policy in place to address the Prevention, Prohibition, and Redressal of Sexual Harassment of Women at the Workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy is applicable to all female employees, including those who are regular, contractual, temporary, or trainees.

To ensure effective implementation and handling of complaints, Internal Committees (ICs) have been established at all projects and locations of your company. These committees are responsible for addressing and resolving complaints related to sexual harassment.

During the financial year 2023-24, one case was reported to 1C of NTPC Barh, which was disposed of during the year financial year 2023-24. Further, one more case was disposed of during the financial year 2023-24, which was reported to NTPC Bongaigaon in the Financial year 2022-23.

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

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

During the financial year 2023-24, the Company has procured 36,448.19 crore (Including GST) through GEM portal. Further, the Company has procured items valuing Rs. 10,109.55 Crore from MSE vendors which was 49.94% of the total procurement* of Rs. 20,241.53 crore against the minimum threshold of 40% as stipulated in the Public Procurement Policy for Micro and Small Enterprises (MSMEs) Order. Out of which, the procurement percentage from MSEs owned by SC/ST and Women Entrepreneurs was 0.13% and 0.51% respectively.

Your Company has conducted 26 Vendor Development Programs (VDPs), including 17 Special VDPs for MSEs owned by SC/ST and Women Entrepreneurs across the company.

Annual procurement plan from MSEs is uploaded on https://ntPC.co.in/procurement-plan

*Excluding Primary fuel, Secondary fuel, steel, cement, project procurement including Renovation & Modernization and procurement from Original Equipment Manufacturer (OEM)/ Original Equipment Supplier (OES)/ Proprietary Article Certificate (PAC) as per Order of the Development Commissioner, Ministry of MSME vide letter No. F. No. 21(9)/ 2017-MA(Pt-i) (E-17230) dated 31-08-2021.

24.21 Particulars of Employees

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

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

24.22 Extract of Annual Return

Annual Return pursuant to Section 92 (3) of the Companies Act, 2013, read with Section 134(3)(a) and rule 12(1) of the Company (Management & Administration) Rules, 2014 for the Financial Year ended 31st March 2024 is available on the Company's website i.e www.ntpc.co.in/compliances

24.23 Credit Rating

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

24.24 Reporting of frauds by Auditors

According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with generally accepted auditing practices in India, no case of material fraud by the Company or on the Company has been noticed or reported during the year.

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

24.25 Compliance with Secretarial Standards

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

24.26 Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March 2024, have been provided under Note 76 of the Notes to the Accounts of the Standalone Financial Statement and in the Management Discussion Analysis Report placed at Annexure- land forming a part of the Directors' Report.

24.27 Consumption of Imported Goods (On consolidated basis)

The consumption of imported goods for your Group companies is as follows:

24.28 Government of India (Gol) Memorandum of Undertaking (MoU) 2023-24 Achievements

Gol MoU is an agreement between the management of the Central Public Sector Enterprises (CPSEs) and the Government of India. MoU is a major policy initiative of the Government of India to undertake regular performance evaluation of CPSEs and enhancing the performance levels of the CPSEs.

Gol MoU 2023-24 was signed between NTPC and Ministry of Power on consolidated basis. The key achievements against the targets of MoU 2023-24 are as under:

• Revenue from Operations: Your Group company has achieved highest ever Revenue from operations of Rs. 1,78,501 crore during financial year 2023-24.

• Power Generation: Your company has registered a generation of 3,88,451 MUs (including generation from NTPC Subsidiaries and excluding NTPC JV companies) with a growth of 6.3%. NTPC generation mix includes generation from Thermal, Hydro and RE sources.

• Financial Ratios: Your Company has strong financial systems in place. It believes in prudent management of its financial resources and strives to reduce the cost of capital. It has robust financials leading to strong cash flows which are being progressively deployed in generating assets. Your Company has a strong balance- sheet coupled with low gearing and healthy coverage ratios. As a result, your Company has been able to raise resources for its expansion projects at very competitive interest rates in domestic as well international market. With respect of Gol MoU your company has achieved following ratios.

• CAPEX:

Your company has incurred a CAPEX of Rs. 35,971 crore including CAPEX of JVs and Subsidiaries of yourcompany for the year 2023-24 on accrual basis.

• TReDS Portal:

Your Company has onboarded Trade Receivable electronic Discounting System (TReDS) portals. TReDS is an institutional mechanism set up in order to facilitate the discounting of trade receivables of MSMEs from corporate buyers through invoice discounting by multiple financiers avoiding any procedural time lag, on acceptance of invoice by corporate buyers. Being a responsible company, it is ensured that payments to MSEs are prompt, and hence only a few MSE vendors uploaded their bills in TReDS portal for processing. The Acceptance/ Rejection of invoices of Goods & Services of the same were ensured for 99.17% of the invoices within the stipulated timeline in the portal.

• Procurement from GeM: Your company has registered a procurement of Goods & Services worth Rs. 14,716.07 crore from GeM Portal (including procurement by NTPC Subsidiaries). This excludes the one-time procurement

of Rs. 22,360 crore through GeM for MDO packages of Talaipalli and Badam Coal Mines.

• Trade Receivables: As on 31st March 2024, trade receivables amounted to Rs. 34,637.22 crore. Trade receivables include unbilled revenue amounting to Rs. 15,177.77 crore billed, to the beneficiaries after 31st March 2024. Excluding the unbilled revenue, trade receivables are equivalent to 40 days of Revenue from Operations as on 31st March 2024.

Expenditure on Research & Development/ Innovations Initiatives: Your Company understands the importance of Research and Development (R&D) in the ever- changing dynamics of the energy sector coupled with energy transition. In this regard, Your Company is focused on research and development of innovative solutions in the domain of CCUS, Green Fuel, Green Fertilizer & Energy Storage. This will help the company to steer itself on the pathway of green energy transition. The total expenditure on R&D/ Innovations Initiatives during the financial year stands at Rs. 483.63 crore.

• Performance on Stock Exchanges: Your company has outperformed BSE 500 index during the financial year. The Market Capitalisation on BSE exchange improved during the financial year from Rs. 1,69,934.07 crore to Rs. 3,25,759.50 crore. Your company has paid a total of Rs. 7,272.50 crore as dividends to the shareholders. Further Interest and redemption on Bonus debenture paid to shareholders during the financial year was Rs. 4,818.94 crore.

• Asset Monetization: The asset monetization target given to your company is of Rs. 15,000 crore to be achieved by FY25. A total of 15 RE assets of 2,861 MW capacity have been hived-off from NTPC's Balance Sheet and balance outstanding liability of 15 RE assets transferred to NGEL has been repaid by NGELto NTPC to the extent of Rs. 3,410 crore during financial year 2023-24.

Further, NTPC coal mine developed under Mine Developer and Operator (MDO) route and awarded to MDO for operation and development of coal Mines have been considered as Asset Monetization under the ambit of National Monetization Pipeline. Flence, MDO contracts awarded for Talaipalli and Badam mines of NTPC during financial year 2023-24 worth Rs. 4,890 crore are also considered under the total monetization target of your company.

• Procurement from MSEs: The Government of India has notified the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012. Your company has registered a procurement of Goods & Services worth Rs. 10,109.55 crore from MSE vendors out of which procurement from SC/ ST MSE vendors was Rs. 25.91 crore and Woman MSE vendors was Rs. 102.33 crore. Total Procurement* during the financial year 2023-24 by NTPC & its subsidiaries stands at Rs. 20,241.53 crore.

*Excluding Primary fuel, Secondary fuel, steel, cement, project procurement including Renovation & Modernization and procurement from Original Equipment Manufacturer (OEM)/ Original Equipment Supplier (OES)/ Proprietary Article Certificate (PAC) as per Order of the Development Commissioner, Ministry ofMSME vide letter No. F. No. 21(9)/2017-MA(Pt-i) (E-17230) dated 31.08.2021.

Symposium/ conference on health issues for employees: Occupational health and safety at workplace is one of the prime concerns for your company. Utmost importance is given to provide safe working environment and to inculcate safety awareness among the employees. There were a total of 6 different conferences and symposiums organized on health-related issues and awareness for NTPC employees and their families during the financial year.

• Centralized Expert Safety Audit and Internal Benchmarking of NTPC: Your company has conducted a centralized Expert audit in 37 NTPC operating stations during the financial year 2023-24. This coupled with an internal benchmarking completed by 25th January 2024, provided insight of Safety Management across these Stations seen through common lens and fostered a culture of competitive improvement in safety standards among NTPC stations.

24.29 Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

24.30 One-time Settlement and Valuation

During the financial year 2023-24, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

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

Pursuant to DPE guidelines, information required on Differently Abled persons & Statistical information on persons belonging to Scheduled Caste / Scheduled Tribe categories are given as per Annexure-IV & V.

24.32 Other Information

Information on Number of Meetings of the Board held during the year, composition of committees of the Board and their meetings held during the year, a chart or a matrix setting out the skills/expertise/competence of the board of directors, Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part, Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A), if any, establishment of vigil mechanism/whistle blower policy and web-links for familiarization/ training policy of directors, Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions and Policy for determining 'Material' Subsidiaries have been provided in the Report on Corporate Governance, which forms part of the Directors Report at Annexure-ll.

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

During the financial year 2023-24, the following changes occurred in the Board / Key Managerial Personnel of the Company: -

1. Shri Shivam Srivastava (DIN: 10141887) was appointed as Director (Fuel) w.e.f. 30th April 2023.

2. Shri K. Shanmugha Sundaram (DIN: 10347322) has been appointed as Director (Projects) w.e.f. 1st December 2023.

3. Shri Ujjwal Kanti Bhattacharya (DIN: 08734219) ceased to be Director (Projects) of the Company w.e.f. 30th November 2023 on attainting the age of Superannuation.

4. Shri Ashish Upadhyaya (DIN: 06855349) ceased to be Govt. Nominee Director of the Company w.e.f. 31st December 2023 due to Change in nomination by Ministry of Power.

5. Shri Ramesh Babu V. (DIN: 08736805) ceased to be Director (Operations) of the Company w.e.f. 31st January 2024 on attainting the age of Superannuation.

6. Shri Ravindra Kumar (DIN: 10523088) has been appointed as Director (Operations) w.e.f. 26th February 2024.

7. Shri Arun Kumar ceased to be the Company Secretary of the Company on 29th January 2024. Ms. Ritu Arora was appointed as Company Secretary & Compliance Officer w.e.f. 29th January 2024.

After the closure of financial year 2023-24 Shri Dillip Kumar Patel (DIN: 08695490) ceased to be Director (FIR) of the Company w.e.f. 30th April 2024 on attainting the age of Superannuation.

The Board wishes to place on record its deep appreciation for the valuable services rendered by Shri Ujjwal Kanti Bhattacharya, Shri Ashish Upadhyaya, Shri Ramesh Babu V. and Shri Dillip Kumar Patel during their association with the Company.

The Board welcomes Shri K. Shanmugha Sundaram and Shri Ravindra Kumar on the Board of your Company.

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

Energy conservation is a top priority in the Company's operations. Continuous monitoring of all units ensures ongoing performance assessments, and efforts are made to achieve continuous improvement by integrating the latest technologies and global best practices. Throughout the financial year, various energy conservation measures were implemented across the power plants and stations, resulting in significant energy and monetary savings.

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

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT.

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

26. DIRECTORS' RESPONSIBILITY STATEMENT

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

1. that in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. that such accounting policies were selected and applied them consistently and such judgments and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2024 and of the profit of the company for the financial year ended on that date;

3. that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the Annual Accounts have been prepared on a going concern basis.

5. that internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively; and

6. that the proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENT

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

The Directors also express their gratitude to the shareholders, as well as to various international and Indian banks and financial institutions, for their continued confidence in the Company.

The Board appreciates the valuable contributions of contractors, vendors, and consultants in the implementation of various Company projects.

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

Furthermore, we extend our heartfelt appreciation to the entire NTPC family for their tireless efforts and contributions at all levels, ensuring the Company's continued growth and excellence.