We have audited the accompanying Standalone Financial Statements of NTPC Limited ("The Company"), which comprise
the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the Standalone
Financial Statements, including a summary of the material accounting policies and other explanatory information for the
year ended on that date (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs (financial position) of the Company as at 31 March, 2025, and its profit
(financial performance including other comprehensive income), changes in equity and its cash flows for the year ended
on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those Standards are further described in the Auditors' Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to the following matter in the notes to the Standalone Financial Statements:

(a) Note No 2 (g) with respect to execution of Business Transfer Agreement (BTA) dated 17 August 2023 with NTPC
Mining Limited, a wholly owned subsidiary of the company, for hiving off its coal mining business at book value. The
BTA has only been approved by the Board of Directors of the company and subsidiary company, which shall become
effective on completion of the precedent conditions as mentioned in the said BTA.

Our opinion is not modified in respect of the aforesaid matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of
the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, description of how our audit addressed the matter is provided in that
context. We have determined the matters described below to be the key audit matters to be communicated in our report.

The Company's Board of Directors is responsible for the preparation of the other information. The other information
comprises the Corporate Governance Report, and the information included in the Directors' Report including Annexures,
Management Discussion and Analysis, Business Responsibility and Sustainability Report and other company related
information (but does not include the Consolidated Financial Statements and Standalone Financial Statements and our
auditors' report thereon), which are expected to be made available to us after the date of this auditors' report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated.

When we read other information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take appropriate actions, if required.

Responsibilities of management and those charged with governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial
position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
Standalone Financial Statements, that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the company has adequate Internal Financial Controls system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors' report to the related disclosures in the Standalone Financial Statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a
manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government
of India in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the
Company as we considered appropriate and according to the information and explanations given to us, we give in
"Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143(5) of the Act, on the basis of such checks of the books and
records of the Company as we considered appropriate and according to the information and explanations given to
us, in the "Annexure 2" on the directions issued by the Comptroller and Auditor General of India.

3. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement
of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015
as amended.

(e) Being a Government Company pursuant to the Notification No. GSR 463(E) dated 5 June 2015 issued by the
Ministry of Corporate Affairs, Government of India, provisions of sub-section (2) of Section 164 of the Act, are
not applicable to the Company.

(f) With respect to the adequacy of the Internal Financial Controls with reference to the Standalone Financial
Statement of the Company and the operating effectiveness of such controls, refer to our separate report in
"Annexure 3". Our report expresses an opinion on the adequacy and operating effectiveness of the Company's
internal financial controls over financial reporting.

(g) As per Notification No. GSR 463(E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government
of India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in
accordance with requirement of provisions of section 197(16) of the Act is not applicable on the Company.

(h) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information
and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements. Refer Note No. 73(A) to the Standalone Financial Statements;

II. The Company has made provision, as required under the applicable law or Indian accounting standards,
for material foreseeable losses, if any, on long-term contracts including derivative contracts.

III. There has been no delay in transferring unclaimed amount of dividend, however, there has been some
delay in transferring of unclaimed equity shares related thereto, required to be transferred, to the
Investor Education and Protection Fund by the Company.

IV. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the

note no. 74(xvi) to the Standalone Financial Statements , no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in
the note no. 74(xvi) to the Standalone Financial Statements , no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with
the understanding, whether recorded in writing or otherwise, that the Company shall, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

V. As stated in Note 23 (c) to the Standalone Financial Statements:

(a) The final dividend proposed for the previous year, declared and paid by the Company during the year
is in accordance with Section 123 of the Act, as applicable.

(b) Interim dividend declared and paid by the Company during the year is in accordance with Section
123 of the Act.

(c) The Board of Directors of the Company has proposed final dividend for the year which is subject
to the approval of the members at the ensuing Annual General Meeting. The amount of dividend
proposed is in accordance with Section 123 of the Act to the extent it applies to declaration of
dividend.

VI. Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended 31 March, 2025 which have a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of our audit we did not come across
any instance of the audit trail feature being tampered with and the audit trail has been preserved by the
company as per the statutory requirements for record retention.

For Vinod Kumar & Associates For Goyal Parul & Co. For M. C. Bhandari & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

FRN-002304N FRN-016750N FRN-303002E

Mukesh Dadhich Parul Goyal Amit Biswas

Partner Partner Partner

M. No.511741 M. No.099172 M. No.052296

UDIN:25511741BMLIZP5056 UDIN:25099172BMHVOF5859 UDIN:25052296BMNXGE4786

For J K S S & Associates For Agasti & Associates For S.N. Kapur & Associates

Chartered Accountants Chartered Accountants Chartered Accountants

FRN-006836C FRN-313043E FRN-001545C

Ram Babu B. Agasti Suyash SN.Kapur

Partner Partner Partner

M. No.016151 M. No.051026 M. No.403528

UUDIN:25016151BMOGZS1505 UDIN:25051026BMOSES7676 UDIN:25403528BMKPZZ1609

Place : New Delhi
Dated : 24 May 2025

Digitally signed by signatories