NTPC Green Energy Ltd

Dear Members,

Your Directors have immense pleasure in presenting the third Annual Report on the working of the Company for the financial year ended on 31^st March 2025 together with Audited Standalone and Consolidated Financial Statements, Auditors' Report and review by the Comptroller & Auditor General of India for the reporting period.

? Your Company successfully raised Rs10,000 crore (approx.) through its Initial Public Offering (IPO) of equity shares and is now listed on both National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

? During the financial year, your Company added 176 MW to its operational capacity. As on 31^st March 2025, the standalone operational capacity reached 2,901 MW, while the consolidated operational capacity stood at 5902 MW.

? Your Company achieved highest ever gross generation of 5.88 Billion units on a Standalone basis while 6.90 Billion units on a consolidated basis during the year.

? The gross generation increased by 3.74% (Standalone) compared to the previous financial year. On a consolidated basis, the corresponding increase was 20% including JV & Subsidiaries.

? For financial year 2024–25, your Company recorded a total income of Rs2,273.14 crore and a Profit After Tax (PAT) of Rs489.26 crore. At the consolidated level, the total income was Rs2,465.70 crore, with a PAT of Rs474.12 crore.

? Investments were made in various joint ventures and subsidiary companies to expand its operations. As on 31^st March 2025, your Company had a total of four subsidiaries and four joint ventures.

? ONGC NTPC Green Private Limited (ONGL), a 50:50 joint venture between NGEL and ONGC Green Limited, acquired Ayana Renewable Power Private Limited for a total consideration of Rs6,248.50 crore having an enterprise value of INR 19,500 crore. Your Company contributed Rs3,152 crore towards this acquisition as its equity investment in ONGL.

1. FINANCIAL PERFORMANCE

The major financial highlights of your Company during 2024-25 and 2023-24 are as follows: -

(Rs Crore)

During the financial year, the Company reported a total income of Rs2,273.14 crore, registering a growth of 12.06% over the previous year's total income of Rs2,028.69 crore. This increase was primarily driven by a 3.66% rise in revenue from operations, which stood at Rs2,022.54 crore compared to Rs1,951.13 crore in the previous year. The Company achieved a profit before tax of Rs667.77 crore, reflecting a growth of 30.09% over the previous year's Rs513.31 crore. After accounting for tax expenses of Rs178.51 crore, the profit for the year stood at Rs489.26 crore, showing a robust increase of 32.07% compared to Rs370.47 crore in the previous year. The consistent increase in revenue, coupled with increase in other income and improved profitability, underscores the Company's strong operational and financial performance during the year.

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 Annual Report. The salient features of the Consolidated Financial Statement for the financial year 2024-25 and 2023-24 are as under: (Rs Crore)

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.

2. TRANSFER TO RESERVES

Your Company has not transferred any amount to the Reserves during the financial year 2024-25.

3. DECLARATION OF DIVIDEND

NGEL's subsidiaries and joint ventures have significant capital expenditure plans in the coming years, necessitating substantial equity infusion. These requirements are expected to exceed the Company's internal accruals. In light of this, no dividend has been proposed for financial year 2024-25.

Your Company has a dividend distribution policy in place in pursuance of the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR)"). Dividend distribution policy is available on the Company's website at https://www.ngel.in/page/policies.

4. CHANGE IN CAPITAL STRUCTURE

During the financial year 2024-25, allotment of 178,03,88,965 equity shares of Rs10 (Rupees Ten only) each of aggregate nominal value of Rs1780,38,89,650 for cash on rights basis was done to NTPC Limited on 7^th September 2024. The shareholders of your Company in its extra ordinary general meeting held on 10^th September 2024 had accorded approval for issuing shares of up to Rs10000 crore through Initial Public Offer. Accordingly, your Company had allotted 926,329,669 equity shares of Rs10/- per share pursuant to IPO at a securities premium of Rs98 per equity share under fresh issue. The offering received a robust response, with over 20 lakh applications and was oversubscribed by 2.4 times, reflecting strong investor confidence. The institutional investor segment was oversubscribed by 3.3 times, while the retail portion was oversubscribed by 3.4 times. Your Company's equity shares were listed on both NSE and BSE on 27^th November 2024. On its debut, NGEL opened at Rs111.50 on NSE, marking a 3.2% premium over the issue price, and achieving a market capitalization of approximately Rs94,000 crore. The stock reached an all-time high of Rs155.35 on 04^th December 2024, reinforcing its status as a leading player in India's renewable energy sector.

The paid-up share capital of the Company as on date is Rs8426.33 crore.

5. OPERATIONAL PERFORMANCE

During the financial year 2024-25, NGEL Group has added 2,977 MW to its installed capacity and total Group capacity stands as 5,902 MW as on 31^st March 2025 (2925 MW as on 31^st March 2024). With this, the installed capacity of your company on a standalone basis stands as 2901 MW as on 31^st March 2025.

Your Company achieved the record power generation of 5.88 billion Units during the financial year 2024-25, which translates to a year-on-year growth of 3.74%. Generation at group level was 6.90 billion units in the financial year 2024-25, representing a 20% year-on-year growth.

During the financial year 2023-24, average Capacity Utilization Factor of NGEL Group was 23.86% which has increased to 24.07% in the financial year 2024-25.

Your Company has acquired 15 Renewable Energy (RE) assets and 100% shares of NTPC Renewable Energy Limited (NREL) from NTPC Ltd. vide Business Transfer Agreement (BTA) and Share Purchase Agreement (SPA), both dated 08^th July 2022. Details of RE projects under commercial operation as on 31^st March 2025 are as under:

In addition to above, NTPC Renewable Energy Limited (NREL), a wholly owned subsidiary of your Company, has the following RE Projects under commercial operation:

Further, ONGC NTPC Green Private Limited (ONGL) (a 50:50 JV between NTPC Green Energy Limited & ONGC Green Limited) acquired 100% equity stake in Ayana Renewable Power Private Limited (‘Ayana'), a leading renewable energy platform, acquiring 2123 MW of operating capacity as detailed below:

The details of operating capacity and projects already awarded as on 31^st March 2025 are as under:

*Megawatts Contracted & Awarded represents the aggregate megawatt rated capacity of renewable power plants as of the reported date which include (i) PPAs signed with customers, and (ii) capacity won and allotted in auctions and where LoAs have been received.

In line with the commitment of NTPC to add 60 GW renewable capacity by 2032, your Company has taken various initiatives such as setting up of solar & wind power projects, Ultra-Mega Renewable Energy Power Parks (UMREPP), Green hydrogen and tie-up for Electrolysers etc.

During the financial year 2024-25, the expansion boosted your Company's total commercial capacity to an impressive 2901 MW. Additionally, when considering the collective efforts of your Company and its joint ventures, the aggregate commercial capacity was further augmented by 2977 MW resulting in an overall commercial capacity of 5,902 MW as per detail given below: -

During the financial year 2024-25, your Company has successfully realized 100% of its dues. 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) which has been opened by all beneficiaries. Parallelly, all the Beneficiary invoices are being entered into the PRAAPTI Portal (Payment RatiRscation and Analysis in Power procurement for bringing Transparency in Invoicing of generators) launched by Ministry of Power (MoP) and in turn outstanding in this portal are being monitored by MoP.

Your Company is committed to delivering under implementation renewable energy projects within scheduled time and budget maintaining high standards of quality for long term commercial operation. Your Company's project management strategy is anchored in detailed planning, scheduling, monitoring and execution of projects, leveraging digital tools to ensure timely and cost-eRsective implementation.

Your Company's Project Management system follows a structured approach covering planning, design, procurement, construction, and commissioning. To support this, your Company has adopted an Integrated Project Management Control System (IPMCS), which connects engineering, procurement, and construction functions under a synchronized control framework. This system effectively avoids siloed working and ensures alignment across internal teams and external stakeholders. Proactive project monitoring provides real-time tracking of key milestones, Rsags bottlenecks, and facilitates management intervention through video conferencing, live data dashboards, and digital documentation. Online systems are utilized for CAPEX Monitoring and Project Issues Monitoring to reduce information gaps and avoid delays. To enhance field-level transparency and progress tracking, software tools are utilized to track engineering, supply, and erection status. Features like seamless system integration and role-based access enable frequent and accurate progress reporting from project sites.

To prevent time and cost overruns, variance against baseline schedules and budgets is tracked rigorously using advanced project management and financial tools. Regular project reviews at project and corporate levels ensure timely corrective action. In addition, risk analysis is embedded at relevant project stages to mitigate execution and commercial risks. This methodology further strengthens project governance and accountability.

As our renewables project portfolio expands, your Company plans to further leverage usage of technology (including AI/ Drone based tools) for continuous improvement and process optimization.

Your Company is an umbrella company for the green business initiatives of NTPC and undertakes projects through organic and inorganic routes and aims to be the Rsag-bearer of NTPC's green energy journey to achieve the ambitious target of 60 GW by FY 32.

The Company has strategically diversified its portfolio within the realm of Green Energies and participating in bidding process, tenders, and Ultra Mega Renewable Energy Power Parks (UMREPP), to achieve growth over the decade and act as a premier "Green Energy" player in India.

6. RISK ASSESSMENT

Your Company has formulated a Risk Management Policy in compliance with Regulation 17 and 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for framing, implementing and monitoring the risk management plan for the Company. The purpose of framework of Risk identification is to identify the events that can have an adverse impact on the achievement of the business objectives. All Risks identified are documented and shall include internal and external risks including financial, operational, sectoral, sustainability (particularly ESG related risks), information, cybersecurity risks or any other risks as may be determined. Risk documentation shall include risk description, category, classification, mitigation plan, responsible function / department. The head of the respective departments within the Company shall be responsible for implementation of the risk management system as may be applicable to their areas of functioning and report to the Risk Management Committee.

7. DETAILS OF SUBSIDIARIES AND JOINT VENTURES

As on 31^st March 2025, your Company had a total of four subsidiaries and four joint ventures.

The information of Subsidiaries and Joint Venture Companies along with details of partners of joint ventures is given below:

Further, NTPC-MAHAPREIT Green Energy Limited (NMGEL), a 74:26 joint venture of NGEL and Mahatma Phule Renewable Energy and Infrastructure Technology Limited (MAHAPREIT) was incorporated on 08^th April 2025 with the objective to develop operate and maintain Renewable Energy Parks including UMREPP/RE Projects comprising of Solar/Wind/Hybrid with or without Storage up to 10 GW capacities in Maharashtra and any other state in India.

A Joint Venture agreement between NGEL and Chhattisgarh State Power Generation Company Limited (CGSPGCL) with equity participation in the ratio of 74:26 by NGEL and CGSPGCL respectively, was entered, to develop, operate and maintain Renewable Energy Park including UMREPP and Project(s) in State of Chhattisgarh or any other identified locations comprising of Solar/Wind/Hybrid up to 2 GW capacities and identification of reservoirs for Development of Floating Solar Projects and to supply renewable power generated by the Company to CSPGCL/DISCOMs of State of Chhattisgarh/Other DISCOMS, C&I Customers, etc. anywhere in India.

As on 31^st March 2025, NTPC Renewable Energy Limited (NREL) is a material subsidiary as defined under Regulation 16(1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has framed its policy for identification of material subsidiary. The policy is available on https://www.ngel.in/page/policies.

The financial & operational performance of Subsidiaries and JV Companies as on 31^st March 2025 is given below:

The financial performance of our subsidiaries and joint venture companies is outlined in the AOC-1 (Annexed to the Consolidated Financial Statement).

8. STATUTORY DISCLOSURES AND DECLARATIONS UNDER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 8.1 BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL

As of 31^st March 2025, your Company's Board had six members comprising of three Functional Directors including Chairman and Managing Director and three Independent Directors including one Woman Independent Director:

Ministry of Power acting on behalf of President of India, vide its letter no. 8/4/2020-Th-I (part-III)(276348) dated 8^th May 2025, in supersession of its order dated 04^th November 2024 wherein the aforesaid mentioned Independent Directors were appointed, has conveyed the appointment of Shri Deepak Babu, Shri Brajesh Kumar Singh and Ms. Phalguni Patra as Independent Directors on the Board of NTPC Green Energy Limited for a period of three years w.e.f. the date of notification of order, or until further orders, whichever is earlier. Accordingly, the Board of your Company was reconstituted w.e.f. 14^th May 2025. The present Board structure is as under:

Details of Key Managerial Personnel as on 31^st March 2025 were as under:

^*Shri Rajiv Gupta ceased to be Chief Executive Officer of the Company w.e.f. 10^th May 2025 and Shri Sarit Maheshwari was appointed as Chief Executive Officer in his place w.e.f. 10^th May 2025.

The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 [SEBI (LODR)], the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

8.2 DETAILS OF MEETINGS

The Board convened 20 (twenty) meetings during the year under review. The interval between any two meetings did not exceed 120 days, in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR). Detailed information regarding the Board meetings and Directors' attendance is provided in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR), a separate meeting of the Independent Directors of the Company was convened during the financial year 2024-25. This meeting was held on 22^nd March 2025. The primary purpose of this meeting was to review the performance of the Board as a whole, the performance of the Non-Independent Directors, and the Chairman of the Company, while also assessing the quality, quantity, and timeliness of the flow of information between the management and the Board. Such evaluations are essential for ensuring effective corporate governance and enhancing the overall performance of the Company.

All Independent Directors of the Company at that time, Shri Bimal Chand Oswal, Shri Viveka Nand Paswan and Smt. Sajal Jha were present and actively participated in the deliberations.

In accordance with the requirements of the Companies Act and SEBI (LODR), the Company has constituted various statutory committees. In addition, the Board has established other committees to oversee specific business operations and governance matters. As of 31^st March 2025, the Board had the following committees:

Corporate Governance Report, which forms an integral part of this Annual Report, provides comprehensive and detailed information regarding the composition of the various Committees of the Board, including the structure, roles, and responsibilities of each Committee. It also outlines any changes in their composition that occurred during the financial year, highlighting appointments, resignations, or reconstitutions. Furthermore, the Report includes a summary of the meetings held by these Committees throughout the year.

All Independent Directors of the Company have submitted their declarations to the Board of Directors, afirming that they meet the criteria of independence pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (LODR). Further, in compliance with the provisions of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have successfully registered themselves with the online databank maintained by the Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company possess the requisite integrity, expertise, and experience to fulfil their roles and responsibilities effectively.

Your Company is a Government Company and its directors are appointed by the Government of India. The Ministry of Power, Government of India, vide Office Order No. 8/4/2020/Th.1 dated 28^th August 2024, has conveyed that Shri Gurdeep Singh, Chairman and Managing Director (CMD), Shri Jaikumar Srinivasan, Director (Finance), and Shri Shanmugha Sundaram Kothandapani, Director (Projects) of NTPC Limited shall hold additional charge of the posts of Chairman & Managing Director, Director (Finance), and Director (Projects), respectively, of NGEL. The remuneration of the aforesaid Functional Directors was borne by the holding company, NTPC Limited.

Independent Directors were paid a sitting fee of Rs30,000 (Rupees Thirty Thousand only) for each meeting of the Board and Committees that they attended.

The state of affairs of your Company is comprehensively discussed in the Management Discussion and Analysis Report, which is at Annexure II and forms an integral part of this Annual Report.

The details of investments made, loans granted, and guarantees extended by the Company during the financial year 2024-25 under Section 186 of the Companies Act, 2013 are disclosed at Note 7 to the standalone financial statements for the financial year 2024-25.

During the financial year under review, your Company has entered into Related Party Transactions with its subsidiaries and joint venture companies for providing Project Management Consultancy services in compliance with the provisions of Companies Act, 2013 and SEBI (LODR).

Pursuant to Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, as referred to in Section 188(1) of the Act, are disclosed in Form AOC-2 and annexed to this Report as Annexure-V.

In compliance with statutory requirements, the Company's Policy on Materiality of Related Party Transactions is available on the Company's website at https://ngel.in/page/policies .

Your Company has established an adequate internal control system that is commensurate with its size and the nature of its business operations. The Company complies with all applicable Accounting Standards in maintaining its books of account and in the preparation of financial statements.

During the year under review, the internal controls were evaluated and tested, and no reportable material weaknesses in their design or operation were identified. The Audit Committee regularly reviews the Internal Financial Controls to ensure their effectiveness in achieving the intended objectives.

The Independent Auditor's Report on the adequacy and operating effectiveness of the Company's Internal Financial Controls, as required under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013, issued by the Statutory Auditors, is annexed to the Financial Statements.

For the Financial Year 2024-25, the Internal Audit was conducted by M/s Agarwal A Kumar & Associates, Chartered Accountants, Chandigarh, an independent internal audit firm. The auditors submitted their observations, all of which were duly addressed by the management. Upon review of the management's responses, the auditors raised no further observations.

As per SEBI (LODR), the Company has a Board Level Risk Management Committee, which as on 31^st March 2025, comprised of Director (Projects), Director (Finance), Independent Director and Chief Executive Officer.

The primary mandate of the Risk Management Committee 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. The Risk Management Committee meets periodically 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 Risk Management Committee seamlessly coordinates its functions with other committees as necessary.

As on 31^st March 2025, the composition of the CSR Committee was as follows:

Shri Viveka Nand Paswan ceased to be Director and member of the Committee w.e.f. 8^th May 2025. In his place Shri Deepak Babu, Independent Director has been appointed as member of CSR Committee. The terms of reference of the CSR Committee and details of the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report. Your Company has also formulated a CSR Policy, which is available on the website of your Company at https://www.ngel.in/page/csr--corporate-social-responsibility- . Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is annexed as Annexure-III and forms an integral part of this Report.

In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, your Company was required to spend 2% of the average net profits of the three immediately preceding financial years towards CSR activities. Accordingly, your Company was required to incur CSR expenditure amounting to Rs5.70 crore (i.e. 2% of Average Net Profit of financial year 2022-23 & 2023-24) in the financial year 2024-25.

During the year, your Company had a shortfall in CSR expenditure of Rs5.70 crore as the identification and due diligence process for suitable CSR projects took longer than anticipated, leading to delays in project approvals. However, your Company remains committed to identifying appropriate CSR opportunities. In line with statutory provisions, the company has deposited unspent amount of Rs. 5.70 crore in PM CARES Fund.

There is no material change/ commitment affecting the financial position of the Company which have occurred between the end of financial year of the Company to which financial statement relates and signing of this report.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no such details are required to be disclosed in the Board's Report.

Ministry of Corporate Affairs (MCA), through its General Circular dated June 5, 2015, exempted Government Companies from the provisions of Section 178(2) of the Companies Act, 2013, which mandates performance evaluation of directors by the Nomination & Remuneration Committee. The same circular also exempts Government Companies from Section 134(3) (p), which requires disclosure in the Board's Report regarding the evaluation of the Board, its Committees, and individual Directors 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.

In this regard, the Department of Public Enterprises (DPE) has established a performance appraisal mechanism for all functional directors and has initiated evaluation processes for Independent Directors, as directors are appointed/reappointed by the Government of India.

Your Company enters into a Memorandum of Understanding (MOU) with NTPC each year, demarcating key performance parameters for the company. The performance of the Company is evaluated vis-?-vis MOU entered into with the Holding Company.

Additionally, in compliance with Regulation 25 of the SEBI (LODR), the Independent Directors held a separate meeting on 22^nd March 2025, to evaluate the performance of the Board as a whole, as well as that of the non-independent directors, including the Chairman & Managing Director.

There was no change in the nature of the business of your Company during the financial year 2024-25.

The details of conservation of energy, technology absorption and foreign exchange earning & outgo are attached in Annexure-IV of this report.

During the financial year 2024-25, your Company did not accept any deposits from the public as defined under Section 73 of the Companies Act, 2013.

In accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s H. Tara & Co., Cost Accountants, as Cost Auditors for auditing the cost records of the Company for the financial year 2024-25.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

In accordance with Section 92(3) of the Companies Act, 2013, read with Section 134(3)(a) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended 31^st March 2025 is available on the Company's website at https://ngel.in/page/annual-returns.

During the financial year 2024-25, following entities are added to the list of subsidiaries and joint ventures of NGEL:

NTPC-MAHAPREIT Green Energy Limited (NMGEL) was incorporated on 08^th April 2025 as a subsidiary of NGEL after the end of financial year 2024-25.

The status of cases received / disposed-oRs during the financial year 2024-25 is as follows:

Your Company have formed Internal Committee as per statutory requirement for addressing and resolving the complaints related to Sexual Harassment.

Your Company is in compliance with the applicable provisions of Maternity Benefit Act 1961.

During the financial year 2024-25, no event has taken place that gives rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loans from the Banks or Financial Institutions.

During the financial year 2024-25, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

9. 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, 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 5^th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included and do not form part of this Directors' Report.

In respect of SC/ST employees of NGEL, the total strength category-wise includes 33 Scheduled Caste (SC) employees and 11 Scheduled Tribe (ST) employees. A total of 12 SC vacancies and 5 ST vacancies have been filled, with no backlog vacancies applicable. During the year, promotions of SC/ST employees across different categories were carried out as per applicable policy. Similarly, no steps were required for filling reserved vacancies for SCs/STs, including backlog or current vacancies, in view of the non-applicability of such provisions during the year.

As per OM dated 20.08.2014 of Ministry of Personnel, Public Grievances and Pensions, Department of Personnel and Training, GOI, data on the percentage employment of Persons with Disabilities (PwDs) in keeping with the Policy of 3% reservation on Government jobs with PwDs is required to be given in the Annual Report. NGEL has filled 1 vacancy under PwDs category.

In accordance with the provisions of Section 139(5) of the Companies Act, 2013, the Comptroller and Auditor General of India (C&AG) has appointed M/s P. R. Mehra & Co., Chartered Accountants, New Delhi, as the Statutory Auditors of your Company for the financial year 2024–25.

Your Company had, on the recommendation of the Audit Committee, appointed M/s Agarwal A Kumar & Associates, Chartered Accountants, Chandigarh as the Internal Auditors of the Company for the financial year 2024-25. During the year under review, the firm conducted the internal audit and submitted its report to the Board of Directors.

Pursuant to provision of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s A. K. Rastogi & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2024-25.

The Statutory Auditors of the Company have given an unqualified report on the accounts of the Company for the financial year 2024-25. However, they have drawn attention under ‘Emphasis of Matter' to the following notes of the Standalone Financial Statements: (i) Note No. 33(a) regarding obtaining periodic balance confirmations from parties and banks and of reconciliation of balances with customers appearing under trade receivables. Some of balances appearing under trade payable/ other payables/ other payables and advances given are subject to confirmation/ reconciliation and adjustment, if any will be accounted for on confirmation/ reconciliation of the same.

(ii) Note No. 2(b) & 50(c) regarding lease of land for a period of 33 years for development of Green Hydrogen Hub in Andhra Pradesh and amortization of leasehold land. Amount paid and expenses incurred till 31^st March 2025 of Rs1,005.16 are disclosed as "Right of Use" (ROU) leasehold land asset under Property, Plant & Equipment in Note 2 and amortization of ROU asset has commenced from the date of commencement of lease, i.e., 19^th February 2024 even though the project is under evaluation by the Company as on date.

The Comptroller & Auditor General of India (C&AG), through letter dated 30 July, 2025 has given Comment on the Standalone and Consolidated Financial Statements of your Company for the year ended 31^st March 2025 after conducting supplementary audit under Section 143(6)(a) read with Section 129(4) of the Companies Act, 2013. Comment of C&AG along with Management reply for both the standalone and consolidated financial statements of your Company for the year ended 31^st March 2025 are enclosed.

Secretarial Audit Report submitted by the Secretarial Auditor in prescribed Form MR-3 is annexed to this Report as Annexure- VI. There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors in the report for the financial year 2024-25.

As required under SEBI (LODR), Secretarial Audit Report of NTPC Renewable Energy Limited, which is a material subsidiary, is enclosed along with Secretarial Audit Report of the Company. There is no adverse comment/remark in the Secretarial Audit Report of NTPC Renewable Energy Limited.

BRSR has been prepared as per the key principles defined under Regulation 34(2)(f) of SEBI (LODR) as amended from time to time, which cover topics across all ESG dimensions. Further SEBI vide its circular no. SEBI/HO/CFD/CFD-SE-2/P/ CIR/2023/122 dated July 12, 2023, read with circular dated November 11,2024 updated the format of BRSR to incorporate BRSR core, a subset of BRSR indicating specific Key Performance Indicators (KPIs)/metrics under 9 ESG attributes which are subject to mandatory reasonable assessment or assurance by an independent assurance provider. In accordance with this requirement, BRSR report and reasonable assurance report provided by Bureau Veritas India Private Limited on the sustainability disclosures in the BRSR Core is enclosed at Annexure VII.

The Financial Statements of the Company as at and for the financial year ended 31^st March 2025 have been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under section 133 of the Companies Act, 2013 and applicable provisions of Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules 2016.

Your Company follows 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.

A Whistle Blowing Policy has been approved by the Board of Director on 9^th September 2024 and is available on the Company's website at https://ngel.in/page/policies. The Company's whistle blowing policy provides adequate safeguard against victimization of Director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairman of the audit committee in appropriate cases.

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.

Key Financial Ratios for the financial year ended 31^st March 2025, have been provided under Note 53 of the Notes to the Accounts of the Standalone Financial Statement and in the Management Discussion Analysis Report placed at Annexure-II and forming a part of the Directors' Report.

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.

For building competence for current / future roles and areas of diversification and sustaining an enabling Performance Culture, your Company has institutionalized the: (i) Need based training for all executives. (ii) Tie-ups with internal and external experts for bringing in niche expertise and outside perspective. employee experience. These include ERP, ECM (paperless office), Recruitment portal, KEKA Payroll Software, Presence 360 App etc.

Your Company is organising series of engaging and meaningful events for welfare and development of human resources, throughout the financial year reflecting the organization's commitment to cultural, constitutional and environmental value.

In accordance with regulation 34(3) of SEBI (LODR), a detailed report on Corporate Governance along with certificate on status of compliances of SEBI (LODR) are enclosed as Annexure-I.

Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities, resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

The status of RTI received during the FY 2024-25 is as follows:

Information and Communication Technology is playing pivotal role in improvement across various functions in the Company. Your Company has implemented state of art IT solutions like SAP, paper less office system etc. for enhanced productivity. Your Company is implementing Remote Asset Monitoring Center a centralized system for monitoring of all NGEL(Solar/ Wind) Sites. System provides AI/ML-based analytics, which will enable advanced assessment of plant performance, early detection of anomalies, and data-driven decision-making.

No major Cyber Security breach was observed across NGEL sites during FY 2024-25. A comprehensive Cyber security audit is planned to be conducted for all NGEL sites in FY 2025-26.

This has helped our organization earn a reputation as a company that leverages cutting-edge technology, while also supporting the vision of Digital India, as envisioned by our Honorable Prime Minister.

The Government of India has notified the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012. Your group company has registered a procurement of Goods & Services worth INR 39.14 crore from MSE vendors out of which procurement from SC/ ST-MSE vendors was Rs0.58 crore and Woman-MSE vendors was Rs5.26 crore. Total Procurement during the financial year 2024-25 by NGEL & its subsidiaries stand at Rs55.82 crore.

At NTPC Green Energy Limited, excellence and innovation in green energy are at the heart of everything we do. Our commitment to sustainable development, operational efficiency, and environmental stewardship continues to earn industry-wide recognition. Over the past year, NGEL has been honored with several prestigious awards and accolades that reflect our leadership in renewable energy, technological advancement, and responsible business practices.

? NGEL Ayodhya Solar was conferred with Swarna Shakti Award on 13^th February 2025.

? NGEL was awarded with prestigious Tusker National Award for excellence in Corporate Communication on 17^th May 2025.

? 150 MW Chhatargarh project conferred with prestigious IINA-GOLD Award on 14^th June 2025.

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

I. In the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit of the Company for that period; III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the Annual Accounts on a going concern basis.

V. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

On behalf of the Directors of the Company, I would like to place on record our deep appreciation for the support and cooperation extended by Ministry of Power, Ministry of New & Renewable Energy (MNRE) and the Bankers of the Company. The Directors also express their gratitude to the shareholders for their continued confidence in the Company. The Board appreciates the valuable contributions of contractors and vendors 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.