NTPC Green Energy Ltd

Dear Members,

Your Company's Directors, have immense pleasure in presenting the fourth Annual Report on the working of your Company for the financial year ended on 31^st March 2026 together with Audited Standalone and Consolidated Financial Statements, Auditors' Report and review by the Comptroller & Auditor General of India for the year under review.

Major Highlights of your Company for the financial year 2025-26

? Your Company was accorded Schedule ‘A' CPSE status by Department of Public Enterprises in October 2025.

? During the year, the Group added 4,174 MW, taking total operational capacity to 10,076 MW as on 31^st March 2026, as compared to 5,902 MW as on 31^st March 2025. Standalone operational capacity of your Company stood at 2,901 MW as on 31^st March 2026 (2,901 MW as on 31^st March 2025).

? Your Company achieved highest ever gross generation of 5.62 billion units (BUs) of electricity on a Standalone basis and 14.60 billion units (BUs) on a consolidated basis.

? The gross generation on consolidated basis increased by 112% compared to the previous financial year.

? For the financial year ended 31^st March 2026, your Company recorded a total income of _ 2,143.58 crore and a Profit After Tax (PAT) of _ 405.97 crore on standalone basis. At the consolidated level, the total income was _ 3,035.12 crore, with a PAT of _ 521.35 crore.

? The Company raised _1,500 crore through issuance of listed non-convertible debentures on a private placement basis.

Your Company is implementing its first standalone Battery Energy Storage System (BESS) project with a capacity of 80 MW/320 MWh in the state of Kerala.

? Your Company's wholly owned subsidiary NTPC Renewable Energy Limited, has successfully secured the tender to supply 70,000 TPA green ammonia under the SIGHT Scheme. ? During the year, two new subsidiaries viz NTPC MAHAPREIT Green Energy Ltd (NMGEL) and Chhattisgarh NTPC Green Energy Limited (CNGEL), were incorporated. As on 31^st March 2026, the Company has six subsidiaries and four joint ventures.

1. FINANCIAL PERFORMANCE

1.1 STANDALONE FINANCIAL RESULTS

The major financial highlights of your Company during 2025-26 and 2024-25 are as follows: -

( crore)

During the financial year, your Company reported a total income of _2,143.58 crore, as compared to previous year's total income of _2,273.14 crore. Revenue from operations stood at _1,966.67 crore as compared to _2,022.54 crore in the previous year. Your Company achieved profit before tax of _549.68 crore, as compared to previous year's _667.77 crore. After accounting for tax expenses of _143.71 crore, the profit for the year stood at _405.97 crore, as compared to _489.26 crore in the previous year.

1.2 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, your Company has prepared the Consolidated Financial Statement for the group, including subsidiaries, joint venture entities and associate companies, which forms part of this Annual Report.

The salient features of the Consolidated Financial Statement for the financial year 2025-26 and 2024-25 are as under:

During the financial year, the Group reported a total income of _3,035.12 crore, marking a robust growth of 23.09% over _2,465.70 crore in the previous year. This growth was primarily driven by a 29.36% increase in revenue from operations, which rose to _2,858.42 crore from _2,209.64 crore in the previous year.

Profit before tax stood at _682.66 crore, reflecting a growth of 4.60% over _652.63 crore reported in the previous year. After accounting for tax expenses of _161.31 crore, the profit for the year amounted to _521.35 crore, representing an increase of 9.96% from _474.12 crore in the previous year.

The steady growth in revenue and improved profitability, highlights your Company's strong operational efficiency and sound financial performance during the year.

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 sections.

2. TRANSFER TO RESERVES

Your Company did not transfer any amount to the Reserves during the financial year 2025-26.

3. DECLARATION OF DIVIDEND

The Company's subsidiaries and joint ventures have outlined significant capital expenditure plans over the coming years, which will require substantial equity infusion. These funding requirements are expected to exceed the Company's internal accruals. In view of these commitments and to support future growth initiatives, the Company has not proposed any dividend for the financial year 2025–26.

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) Regulations. Dividend distribution policy is available on the Company's website at https://www.ngel.in/page/policies.

4. ISSUE OF SECURITIES/CHANGE IN CAPITAL STRUCTURE

The Authorized Share Capital of your Company is _10,000 crore divided into 10,00,00,00,000 Equity Shares of _10/- each. The paid-up equity share capital of your Company as on March 31, 2026, was _8,426.33 crore, comprising 8,42,63,29,669 equity shares of _10/- each. During the Financial Year, your Company did not issue any equity shares. The details of the dematerialization of shares and Demat Suspense Account / Unclaimed Suspense Account are provided in the Corporate Governance Report as annexed to this report.

Further, during the FY 2025–26, your Company raised _1,500 crore through a private placement of unsecured, redeemable, taxable, non-convertible debentures (Series 1) carrying a coupon rate of 7.01% with a maturity of 10 Years and 1 Day. The said debentures were subsequently listed on the National Stock Exchange of India on 12^th November 2025. The funds were fully utilized for purposes as mentioned in the offer document.

5. OPERATIONAL PERFORMANCE

During the financial year 2025-26, NGEL Group has added 4,174 MW to its installed capacity and total Group capacity stands as 10,076 MW as on 31^st March 2026 (5,902 MW as on 31^st March 2025). The installed capacity of your Company on a standalone basis stands as 2901 MW as on 31^st March 2026 (2,901 MW as on 31^st March 2025).

Your Company achieved a record power generation of 14.60 billion units (BUs) at the Group level (including joint ventures and subsidiaries) during FY 2025–26, as compared to 6.90 billion units (BUs) in the previous FY 2024–25, reflecting an exceptional year-on-year growth of 112%, underscoring its strong operational capabilities and scale of operations. Power generation on standalone basis stood at 5.62 billion units (BUs). During FY 2025-26, average Capacity Utilization Factor (CUF) of NGEL Group was 22.48%.

5.1 BUSINESS OVERVIEW

Details of RE projects under commercial operation as on 31^st March 2026 are as under:

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

Further, ONGPL (a 50:50 JV between NTPC Green Energy Limited & ONGC Green Limited) has the following RE Projects under commercial operation through its Special Purpose Vehicles (SPVs):

The details of operating capacity and projects already awarded to the Group as on 31^st March 2026 are as under:

The Group has also established a Battery Energy Storage Systems (BESS) portfolio aggregating 1,920 MWh as on 31^st March 2026. The portfolio comprises 320 MWh under NGEL and 1,600 MWh under NTPC REL, further strengthening the Group's energy storage capabilities.

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.

5.2 COMMERCIAL CAPACITY

During the financial year 2025-26, the expansion boosted your Company's total commercial capacity to an impressive 10,076 MW, majorly driven by NTPC Renewable Energy Limited and complemented by ONGPL, as per the below details: -

5.3 BILLING & REALIZATION

During the financial year 2025-26, your Company successfully realized 100% of its dues. Most of the beneficiaries 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 Rati_cation and Analysis in Power procurement for bringing Transparency in Invoicing of generators) launched by MOP and in turn outstanding in this portal are being monitored by MOP.

5.4 PROJECT MANAGEMENT

Your Company remains focused on timely and cost-e_ective execution of its renewable energy projects, while maintaining stringent standards of quality, safety, and operational reliability. With an expanding project portfolio across solar, wind, hybrid and storage technologies, project execution continues to be a key strategic priority.

The project management framework of the Company is built on robust planning, scheduling, monitoring and execution practices, supported by digital systems for improved efficiency and governance. A structured approach is followed across the entire project lifecycle - from conceptualization and design to procurement, construction and commissioning. To strengthen execution discipline, the Company has implemented an Integrated Project Management Control System (IPMCS), enabling seamless coordination across engineering, procurement and construction functions under a uni_ed control framework. This integrated approach minimizes operational silos, enhances collaboration among stakeholders and improves project visibility.

Your Company adopts a proactive monitoring mechanism, enabling real-time tracking of key milestones, early identification of bottlenecks, and prompt management intervention through video conferencing, live dashboards, and digital documentation. Dedicated online platforms for CAPEX monitoring and project issue tracking further enhance transparency, reduce information gaps, and mitigate potential delays.

As the company's renewable energy portfolio scales further, it remains focused in enhancing the use of advanced technologies, including AI-enabled analytics and drone-based monitoring, to improve field-level visibility, optimize processes and strengthen project execution capabilities.

5.5 PRINCIPAL BUSINESS ACTIVITIES

Your Company serves as the umbrella entity for NTPC Limited's green energy initiatives and is driving project development through both organic and inorganic growth avenues. As a _ag bearer for advancing NTPC's clean energy transition, the Company is committed to contributing towards the Group's target of achieving 60 GW of renewable energy capacity by FY 2032.

With a strategically diversified portfolio across the green energy value chain, the Company continues to pursue growth opportunities through competitive bidding and strategic partnerships for the development of solar, wind, hybrid, energy storage, and green hydrogen projects, including Ultra Mega Renewable Energy Power Parks (UMREPPs), with the objective of strengthening its position as a leading green energy company in India.

6. RISK ASSESSMENT

Your Company has established a Risk Management Policy in compliance with Regulations 17 and 21 of the SEBI (LODR). Regulations, to provide a structured framework for identification, assessment, mitigation and monitoring of risks across the organization. The framework aims to proactively identify events that may adversely impact the achievement of business objectives and strengthen the Company's resilience.

The risk identification process covers both internal and external risks, including financial, operational, sectoral, sustainability (including ESG-related), information security, cybersecurity and other emerging risks. All identified risks are systematically documented along with their description, classification, mitigation measures and ownership.

The respective functional heads are responsible for implementing the risk management framework within their areas of operation and for periodic reporting of risk status and mitigation progress to the Risk Management Committee, thereby ensuring effective oversight and governance.

7. DETAILS OF SUBSIDIARIES AND JOINT VENTURES

As on 31^st March 2026, your Company had a total of six subsidiaries and four joint ventures.

Through its subsidiaries and joint ventures, your Company is strengthening its presence across the clean energy ecosystem, with operations in solar and wind power generation, complemented by initiatives in green hydrogen and energy storage. A brief profile and performance overview of the subsidiaries and joint ventures forms part of Annexure IX to this Report.

7.1 MATERIAL SUBSIDIARIES

As on 31^st March 2026, NTPC Renewable Energy Limited (NTPC REL) was the material subsidiary as defined under Regulation 16(1)(c) of SEBI (LODR) Regulations.

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

8. STRATEGIC COLLABORATIONS AND BUSINESS DEVELOPMENT INITIATIVES

G Collaboration with The Singareni Collieries Company Limited (SCCL)

NGEL signed an MoU with The Singareni Collieries Company Limited (SCCL) on 19^th November 2025 at Hyderabad to explore opportunities for the development of Renewable Energy projects, including solar, wind and hybrid projects with or without storage, Green Hydrogen and its derivatives, green mobility solutions, and other areas of mutual interest.

G Collaboration with Government of Uttar Pradesh

NGEL signed an MoU with the Government of Uttar Pradesh on 22^nd January 2026 during the World Economic Forum Annual Meeting at Davos, Switzerland, to explore opportunities for the development of Renewable Energy and Green Hydrogen projects in the State of Uttar Pradesh.

G Collaboration with PTC India Limited

NGEL entered into an MoU with PTC India Limited on 31^st March 2026 to explore opportunities for the sale of Renewable Energy (RE) through bilateral arrangements and other market-based mechanisms.

G Collaboration with Army

NGEL through its wholly owned subsidiary NTPC Renewable Energy Limited (NTPC REL), shall develop a 250 MW Solar Power Project integrated with BESS on vacant defence land at Sitapur, Uttar Pradesh. The project is the first of its kind large-scale solar power project with BESS to strengthen energy security of defence establishments. The power generated from the project shall be utilised by various defence establishments across Uttar Pradesh.

G Collaboration with CtrlS Datacenters Limited

NGEL signed an MoU with CtrlS Datacenters Limited on 31^st October 2025 in New Delhi to explore opportunities for development of Renewable Energy projects of 2 GW or higher capacity for supplying Round-the-Clock (RTC) Renewable Energy power to CtrlS data centres across India for captive consumption.

G Collaboration with Nxtra Data Limited

NGEL signed an MoU with Nxtra Data Limited on 24^th March 2026 at NTPC Bhawan, New Delhi, to explore opportunities for development of Renewable Energy projects for supply of RTC Renewable Energy power to Nxtra data centres across India for captive consumption.

G Collaboration with V.O. Chidambaranar Port Authority (VOCPA)

NGEL signed an MoU with V.O. Chidambaranar Port Authority (VOCPA) on 5^th September 2025 at Tuticorin, Tamil Nadu, to promote adoption of green energy technologies within the port ecosystem. The collaboration includes development of a Green Hydrogen fuelling station and deployment of hydrogen-based Internal Combustion Engine (ICE) trucks for port operations, facilitating gradual replacement of fossil-fuel-based transportation with cleaner and sustainable alternatives.

G Collaboration with Paradip Port Authority

NGEL signed an MoU with Paradip Port Authority on 27^th October 2025 during India Maritime Week 2025 in Mumbai. The MoU envisages collaboration for implementation of Green Hydrogen-based mobility projects in the Paradip Port area and exploration of opportunities for development of Green Hydrogen and its derivative projects.

G Collaboration with Assago Industries Private Limited

NGEL signed an MoU with Assago Industries Private Limited on 2^nd February 2026 at NTPC Bhawan, New Delhi, for supply of Green Ammonia, Carbon Dioxide, Renewable Energy power and other related utilities for the proposed production of 1,000 TPD Green Urea. The proposed Green Urea facility is being explored within NGEL's Green Hydrogen Hub at Pudimadaka, Andhra Pradesh.

G Collaboration with ENEOS Corporation, Japan

NGEL signed an MoU with ENEOS Corporation, Japan on 10^th October 2025 during World Expo 2025 at Osaka, Japan. The MoU aims to explore the possibility of entering into a definitive agreement for supply of Green Methanol and Green Hydrogen derivative products by NGEL to ENEOS, thereby strengthening international cooperation in the emerging green fuels sector.

9. STATUTORY DISCLOSURES AND DECLARATIONS UNDER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 9.1 BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL

As of 31^st March 2026, your Company's Board had six members comprising three Functional Directors including Chairman and Managing Director and three Independent Directors including one Woman Director:

*MOP vide its letter no. 8/4/2020-Th-I (part-III)(276348) dated 08.05.2025, appointed 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 in place of Shri Viveka Nand Paswan, Shri Bimal Chand Oswal, Smt Sajal Jha who ceased to hold the position of Independent Directors on 08.05.2025. Accordingly, the Board of your Company was reconstituted w.e.f. 14.05.2025.

The Board wishes to place on record its deep appreciation for the valuable services rendered by Shri Viveka Nand Paswan, Shri Bimal Chand Oswal, Smt Sajal Jha and welcomes Shri Deepak Babu, Shri Brajesh Kumar Singh and Ms. Phalguni Patra on the Board of your Company.

Details of Key Managerial Personnel as on 31^st March 2026 are as under:

Shri Sarit Maheshwari was appointed as Chief Executive Officer in place of Shri Rajiv Gupta w.e.f. 10.05.2025 and Shri Deepak C S was appointed as Company Secretary in place of Shri Manish Kumar w.e.f. 25.03.2026.

The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, annexed to this report. In terms of the requirement of the SEBI (LODR) Regulations, 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, placed at Annexure II.

A. NUMBER OF MEETINGS OF THE BOARD

The Board convened 09 (Nine) 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 and the SEBI (LODR) Regulations. Detailed information regarding the Board meetings and Directors' attendance is provided in the Corporate Governance Report, which forms part of this Annual Report.

B. NUMBER OF MEETINGS OF INDEPENDENT DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, a separate meeting of the Independent Directors of the Company was convened during the financial year 2025-26. This meeting was held on 15^th February 2026.

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 namely Shri Deepak Babu, Shri Brajesh Kumar Singh and Ms. Phalguni Patra were present and actively participated in the deliberations.

C. COMMITTEES OF THE BOARD

In accordance with the requirements of the Companies Act and the SEBI (LODR) Regulations, the Company has constituted various statutory committees. In addition, the Board has established other committees to oversee specific business operations and governance matters. 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.

9.3 DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have furnished 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. 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). This registration ensures continuous professional development and enhances governance standards. All Independent Directors of the Company possess the requisite integrity, expertise, and experience to fulfil their roles and responsibilities effectively.

9.4 POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Ministry of Power, Government of India, vide Office Order No. 8/4/2020/Th.1 dated 28^th August 2024, had conveyed that Shri Gurdeep Singh, Chairman and Managing Director (CMD), Shri Jaikumar Srinivasan, Director (Finance), and Shri K. Shanmugha Sundaram, 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 is borne by the holding company, NTPC Limited.

The Independent Directors were paid sitting fees for attending meetings of the Board and its Committees: Up to 14^th January 2026, the sitting fee was _30,000 (Rupees Thirty Thousand only) per meeting, with effect from 15^th January 2026, the sitting fees were revised to _50,000 (Rupees Fifty Thousand only) per Board meeting and _40,000 (Rupees Forty Thousand only) per Committee meeting or separate meeting of the Independent Directors.

9.5 THE STATE OF THE COMPANY'S AFFAIRS

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

9.6 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of investments made, loans granted, and guarantees extended by the Company during the financial year 2025-26 under Section 186 of the Companies Act, 2013 are disclosed at Note 5 & 43 to the Standalone Financial Statements for the financial year 2025-26.

9.7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, your Company had entered into Related Party Transactions with its holding company, subsidiaries and joint venture companies for providing Project Management Consultancy services, secondment of employees, and other services in compliance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations. 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 placed at Annexure V to this Report.

9.8 INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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 2025-26, the Internal Audit was conducted by M/s Agarwal A Kumar & Associates, Chartered Accountants, Chandigarh, an independent internal audit firm. The auditors issued their observations, all of which were duly addressed by the management. Upon review of the management's responses, the auditors made no further observations.

9.9 IMPLEMENTATION OF RISK MANAGEMENT, HEALTH, SAFETY AND ENVIRONMENT POLICIES

As per SEBI (LODR), Regulations the Company has a Board Level Risk Management Committee, which as on 31^st March 2026, comprised of Shri K. Shanmugha Sundaram, Director (Projects); Shri Jaikumar Srinivasan, Director (Finance); Ms. Phalguni Patra, Independent Director and Shri Sarit Maheshwari, 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.

9.10 CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee was reconstituted on 14^th May 2025 wherein Shri Deepak Babu, Independent Director was appointed as Member, in place of Shri Viveka Nand Paswan, Independent Director, who ceased to be a Member of the CSR Committee on 8^th May 2025. As on 31^st March 2026, the composition of the CSR Committee is as follows:

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://ngel.in/public/sus/CSR-Policy.pdf. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is placed at Annexure IV to 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 _8.25 crore (i.e. 2% of Average Net Profit of financial year 2022-23, 2023-24 & 2024-25) in the financial year 2025-26. During the year, your Company spent _6.77 crore on CSR activities undertaken in accordance with its approved CSR Policy and Annual Action Plan. The balance amount of _1.48 crore remained unspent due to delays in implementation of certain projects arising from operational and external factors. In compliance with Section 135(6) of the Companies Act, 2013, the unspent amount has been transferred to the Unspent CSR Account. Your Company remains committed to deploy the unspent amount in already ongoing CSR activities in accordance with the applicable provisions of Companies Act, 2013 read with the CSR Amendment Rule.

9.11 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 or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

9.12 REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instance of fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure in this regard is required to be made in this Report.

9.13 PERFORMANCE EVALUATION OF THE DIRECTORS AND THE BOARD

The Ministry of Corporate Affairs (MCA), through its General Circular dated June 5, 2015, exempted Government Companies from the various provisions of Companies Act, 2013 including 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 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/re appointed 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), Regulations the Independent Directors held a separate meeting on 15^th February 2026, to evaluate the performance of the Board as a whole, as well as that of the non-independent directors, including the Chairman & Managing Director. Further in respect of compliance of SEBI (LODR) Regulations, the Board of Directors in its meeting held on 15^th January 2026 had adopted the Policy on Performance Evaluation of the Board and evaluation of the performance of the Board, Independent Directors and the statutory committees of the Board for FY 2025-26, the same was completed in Q-1 of FY 2026-27 as prescribed in the policy.

9.14 CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the financial year 2025-26.

9.15 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

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

9.16 DEPOSITS

During the financial year 2025-26, your Company did not accept any deposits from the public as defined under Section 73 of the Companies Act, 2013.

9.17 SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

No significant or material orders were passed by regulators, courts, or tribunals during the year which would impact the going concern status of the Company or its future operations.

9.18 EXTRACT OF ANNUAL RETURN

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 2026 is available on the Company's website at https://ngel.in/page/annual-returns.

9.19 COMPANIES WHICH HAVE BECOME/ CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES DURING THE YEAR

During the financial year 2025-26, following entities were added to the list of subsidiaries and joint ventures of NGEL:

9.20 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to fostering a positive workplace environment, free from harassment of any nature and takes strong and stringent action in the event of reporting any such incidents. Your Company has in place an Internal Complaints Committee to examine the cases of sexual harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During FY 2025- 26, nil complaints were received.

9.21 STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Your Company is in compliance with the applicable provisions of Maternity Benefit Act, 1961 and Code of Social Security 2020.

9.22 ONE-TIME SETTLEMENT AND TAKING OF LOANS

During the financial year 2025-26, no event took place that gave 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.

9.23 INSOLVENCY BANKRUPTCY CODE

During the financial year 2025-26 no application was made, or any proceedings were pending, by or against the Company, under the Insolvency and Bankruptcy Code, 2016.

10. IMPLEMENTATION OF OFFICIAL LANGUAGE:

Your Company is committed for implementing the guidelines and instructions issued by Department of O_cial Language, Ministry of Home Affairs, Government of India and Nagar Rajbhasha Karyanvayan Samiti (NARAKAS).Your Company has undertaken several initiatives to promote the progressive use of Hindi in offcial work and to ensure effective implementation of the O_cial Language Policy of the Government of India.

During the year, quarterly meetings of the O_cial Language Implementation Committee were convened, wherein deliberations were held on enhancing the use of Hindi and identifying measures for its wider adoption in offcial communications and administrative functions. Hindi Diwas was observed on 14^th September 2025, and Hindi Pakhwada was celebrated from 14^th September 2025 to 29^th September 2025 across various locations to promote awareness and encourage participation among employees and their family members.

Your Company continued its efforts to encourage the use of Hindi in offcial work through the organization of Hindi workshops and by promoting the use of Hindi-enabled digital tools and applications.

Further, your Company's website is available in a bilingual format, providing content in both Hindi and English to facilitate wider accessibility and compliance with the O_cial Language requirements of the Government of India.

11. REDRESSAL OF PUBLIC GRIEVANCES

Your Company is committed for resolution of public grievance in efficient and time bound manner. Additional General Manager (HR) has been designated as nodal officer 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 Government of India, public grievances are to be resolved within a period of 21 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.

12. PARTICULARS OF EMPLOYEES

As per provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Company is required to give a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules in the Annual Report of the Company. However, as per notification dated June 05, 2015, issued by the Ministry of Corporate Affairs, Government of India, government companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Your Company is a government Company therefore, such particulars have not been included as part of the Board's Report.

13. SCs/STs EMPLOYEES

Your Company remains committed to the welfare and advancement of employees belonging to the Scheduled Castes (SCs) and Scheduled Tribes (STs) and ensures compliance with the applicable policies and guidelines of the Government of India in this regard. As on 31^st March 2026, the workforce of the Company comprised 59 employees belonging to the SC category and 21 employees belonging to the ST category. During the year, 28 vacancies reserved for SC candidates and 8 vacancies reserved for ST candidates were filled. There were no backlog vacancies pertaining to either category.

Promotions of SC/ST employees, wherever applicable, were effected in accordance with the extant policies and guidelines. No special measures were required for filling reserved or backlog vacancies during the year, as no such vacancies existed.

14. WELFARE OF PERSONS WITH DISABILITIES

As per OM dated 20.08.2014 of Ministry of Personnel, Public Grievances and Pensions, Department of Personnel and Training, Government of India, 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. Your Company has filled 1 vacancy under PwDs category. Your Company is committed to providing equal opportunities and fostering an inclusive work environment for Persons with Disabilities (PwDs) in accordance with the policies and guidelines of the Government of India. Your Company ensures that recruitment, training, career progression, and welfare measures are implemented in a fair and non-discriminatory manner to enable PwD employees to contribute effectively to organizational objectives.

15.1 STATUTORY AUDITOR

In accordance with the provisions of Section 139(5) of the Companies Act, 2013, the Comptroller and Auditor General of India (C&AG) appointed M/s P. R. Mehra & Co., Chartered Accountants, New Delhi, as the Statutory Auditors of your Company for the financial year 2025–26.

15.2 COST AUDITOR

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 ABK & Associates, Cost Accountants, as Cost Auditors for auditing the cost records of the Company for the financial year 2025-26.

15.3 SECRETARIAL AUDITOR

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 appointed M/s Kumar Naresh Sinha & Associates Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26.

15.4 INTERNAL AUDITOR

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 2025-26. During the year under review, the firm conducted the internal audit and issued its report to the Board of Directors.

16. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY AUDITORS 16.1 STATUTORY AUDITORS' REPORT

The Statutory Auditors of the Company have given an unqualified report on the accounts of the Company for the financial year 2025-26. However, they have drawn attention under ‘Emphasis of Matter' to the following note of the Standalone Financial Statements: (i) Note 37(a) of the Standalone Financial Statements 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 and advances given are subject to confirmation / reconciliation and adjustment, if any, will be accounted for on confirmation / reconciliation of the same.

16.2 REVIEW OF ACCOUNTS BY THE COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India, through letters dated August 03, 2026, has given NIL comments on the Standalone and Consolidated Financial Statements of your Company for the year ended 31^st March 2026 after conducting supplementary audit under Section 143(6)(a) read with Section 129(4) of the Companies Act, 2013.

16.3 SECRETARIAL AUDIT REPORT

Secretarial Audit Report issued by the Secretarial Auditor in prescribed Form MR-3 as required under section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is placed at Annexure VI. The management reply on the observation provided in the Secretarial Audit Report is placed at Annexure VII.

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

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

BRSR has been prepared as per the key principles defined under Regulation 34(2)(f) of SEBI (LODR), Regulations 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 TUV India Private Limited on the sustainability disclosures in the BRSR Core is placed at Annexure VIII to this report.

18. ACCOUNTING STANDARDS

The Financial Statements of the Company as at and for the financial year ended 31^st March 2026 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.

19. SECRETARIAL STANDARDS

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.

20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company is committed to conducting its business with the highest standards of ethics, integrity, transparency, and accountability. In compliance with the provisions of the Companies Act, 2013, the rules made thereunder, the Department of Public Enterprises (DPE) Guidelines on Corporate Governance, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy as available on the Company's website at https://ngel.in/page/policies. The Company's whistle blower policy provides an 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 or exceptional cases.

21. 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, as placed at Annexure I forming part of the Board's Report.

22. KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31^st March 2026, have been provided under Note 57 of the Notes to the Accounts of the Standalone Financial Statement and in the Management Discussion Analysis Report placed at Annexure I to the Board's Report.

23. HUMAN RESOURCE

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 following initiatives: (i) Need based training for all executives.

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

Your Company has embraced technology and digitalization and put in place enabling Systems, for providing superior employee experience. These include ERP, ECM (paperless office), Recruitment portal, KEKA Payroll Software, Presence 360 App etc.

Your Company organises 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.

24. CORPORATE GOVERNANCE REPORT

In accordance with regulation 34(3) of SEBI (LODR), Regulations a detailed report on Corporate Governance along with certificate on status of compliances of SEBI (LODR), Regulations are placed at Annexure II to this report.

25. IMPLEMENTATION UNDER THE RIGHT TO INFORMATION ACT, 2005

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 2025-26 is as follows:

26. INFORMATION TECHNOLOGY

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 has implemented Remote Asset Monitoring Center a centralized system for monitoring of all NGEL(Solar/ Wind) Sites. System provides Al/ML-based analytics, which will enable advanced assessment of plant performance, early detection of anomalies, and data-driven decision-making.

AI-based Forecasting for Solar Power Generation has been successfully implemented which utilizes advanced algorithms to generate accurate day-ahead and intraday forecasts for solar power generation, enabling better scheduling and grid management. It processes real-time weather data from IoT-based monitoring stations, satellite services, and historical irradiance patterns to predict solar output and support grid operators with reliable, data-driven generation forecasts. No major Cyber Security breach was observed across NGEL sites during FY 2025-26. A comprehensive Cyber security audit was 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.

27. 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 _ 119.7 crore from MSE vendors out of which procurement from SC/ ST-MSE vendors was _0.73 crore and Woman-MSE vendors was _1.57 crore. Total Procurement during the financial year 2025-26 by NGEL & its subsidiaries stand at _175.49 crore.

28. PROCUREMENT FROM GeM

Your Company has registered a procurement of Goods & Services worth _152.72 crore from GeM Portal (including procurement by its Subsidiaries). Your Company has also integrated its ERP system with GeM portal for efficient processing of the payment.

29. ONBOARDING ON TReDS PORTAL:

Your Company has onboarded Trade Receivable electronic Discounting System (TReDS) portals. TReDS is an institutional mechanism setup 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 corporate, your Company, has always ensured prompt/ timebound payments to MSEs.

30. AWARDS AND RECOGNITION

1. NGEL received the Tusker National Award for Excellence in Corporate Communication at Thiruvananthapuram on 17^th May 2025.

2. NTPC REL's 150MW Chhattargarh Solar Project was honoured IINA-Gold Award for the Best Sustainable Practices at New Delhi, 14^th June 2025.

3. NGEL was conferred with two esteemed recognitions—Corporate Communication Excellence and Excellence in Annual Report-at the Global Communication Conclave organized by the PRCI in Goa, on 27^th September 2025.

4. NGEL received the PRSI National Award for the "Most Impressive Event Management" category in the 47^th All India Public Relations Conference at Dehradun, on 14^th December 2025.

5. Shri Sarit Maheshwari, CEO, NGEL & NTPC REL, was conferred with "The Pioneer of Energy Transformation" award at the ET Edge Global Sustainability Alliance (GSA) Transformation Series, New Delhi on 17^th December 2025.

6. NGEL was honoured with the "Pioneer in Energy Transformation – Energy Brand" award at the ET Edge Global Sustainability Alliance (GSA) Transformation Series, New Delhi on 17^th December 2025.

7. NGEL received the "Happy Companies to Work for" award at World Happiness Congress & Awards by World HRD Congress at Mumbai on 17^th February 2026.

31. DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts for the year ended 31^st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have 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 2025-26 and of the profit of the Company for that period;

3. The Directors have 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.

4. The Directors have prepared the Annual Accounts on a going concern basis.

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

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. ACKNOWLEDGMENT

On behalf of the Board of Directors, I would like to place on record our deep appreciation for the support and cooperation extended by the Ministry of Power, the Ministry of New and Renewable Energy (MNRE), and the financial institutions, Bankers associated with the Company. The Board also expresses its gratitude to the shareholders for their confidence and support to the Company. The Board appreciates the valuable contributions made by contractors and vendors in the implementation of various projects of the Company. We also acknowledge the constructive suggestions and guidance received from the Office of the Comptroller and Auditor General of India, the Statutory Auditors, Secretarial Auditor and Cost Auditors.

The Board further places on record its sincere appreciation of the dedication, commitment and tireless efforts of its employees whose contributions at all levels have been instrumental in the Company growth and pursuit of excellence.