Your Directors have immense pleasure in presenting the
Second Annual Report on the working of the Company for
the financial year ended on 31^st March, 2024 together with
Audited Standalone and Consolidated Financial Statements,
Auditors' Report and review by the Comptroller & Auditor
General of India for the reporting period.

1. FINANCIAL PERFORMANCE

Your Company was incorporated under Companies Act, 2013
on 7^th April, 2022 as a wholly owned subsidiary of NTPC
Limited. It was incorporated to plan, promote and organize
an integrated development of power generation through non-
conventional/ renewable energy sources and to acquire
renewable energy assets from NTPC and/ or from market.
Your Company was incorporated with initial Authorized share
capital of ' 10 lakh which was subsequently raised to ' 10,000
Crore. The initial Paid-up capital of the Company was ' 5 Lakh.
The Paid- up capital of the Company as on 31^st March 2024
was ' 5719.61 Crore. The paid up capital as on 30.09.2024 is
' 7500 Crore.

1.1 STANDALONE FINANCIAL REVIEW:

The major financial highlights of your Company during 2023¬
24 are as follows: -

' Crore

During the year ended on 31^st March 2024, your company
has recorded a profit of ' 370.47 Crore and total revenue
from operations of ' 1951.13 Crore.

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, the Company has prepared
the Consolidated Financial Statement for the group, including
subsidiaries, joint venture entities, and associate companies,
which forms part of the integrated report.

The salient features of the consolidated financial statement
for the financial year 2023-24 was 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. BUSINESS REVIEW:

Your Company has acquired 15 Renewable Energy (RE) assets
and 100% shares of NTPC Renewable Energy Limited (NTPC
REL) from NTPC Ltd. vide Business Transfer Agreement (BTA)
and Share Purchase Agreement (SPA), both dated 08^th July
2022. On Closing Date i.e. 28^th February 2023, consideration
for the said acquisition was fixed at ' 12,010.55 crore.

Details of RE projects under commercial operation as on 31
March 2024 are as under:

In addition to above, NTPC REL, a wholly owned subsidiary
of NTPC Green Energy, has commissioned its first wind and
solar project at Dayapar 50 MW and Chhattargarh 150 MW
respectively in FY24. Accordingly, on consolidated basis, total
installed capacity as 31^st March 2024 was 2925 MW.

The details of operating capacity and projects already
awarded to the Group as on 31^st March 2024 are as under:

We were established to be the renewable energy arm for
the NTPC Group and to help achieve its medium-term target
of achieving 60 GW of 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.

The Company has signed joint venture agreements with
ONGC Green Energy Limited, Maharashtra State Power
Generation Company (MAHAGENCO), and Uttar Pradesh
Rajya Vidyut Utpadan Nigam Limited (UPRVUNL), MAHAPREIT
and RVUNL and has also signed MOUs or term sheets with
other public sector undertakings (PSUs) and private
corporations, including Greenko ZeroC Private Limited.

Your Company has signed a lease deed on 19 February 2024
for 1,200 acres of land for a period of 33 years with Andhra
Pradesh Industrial Infrastructure Corporation Limited
("APIIC") for the development of the Green Hydrogen Hub in
Andhra Pradesh.

Your company has been awarded the 'Green Ribbon
Champions' title by Network 18 media house for its
commitment to sustainability.

3. OPERATIONAL PERFORMANCE:

As of 31^st March 2024, your Company had 2,925 MW Capacity
on consolidated basis operating across six states. Your
company, along with the NTPC Group, believes it has strong
in-house experience in renewable energy project execution
and procurement.

During FY 2023-24, your company has generated 5712 MU.
The average CUF was 23.86%.

The Company's projects generate renewable power and feed
that power into the grid, supplying a utility or offtaker with
energy. For the Company's operational projects, we have
entered into long-term Power Purchase Agreements ("PPAs")

or Letters of Award ("LoAs") with an offtaker that is either a
Central government agency like the Solar Energy Corporation
of India ("SECI") or a State government agency or public utility.

4. ISSUE OF SECURITIES/CHANGES IN SHARE CAPITAL

During the financial year 2023-24, the Company has alloted
100 crore Equity Shares @ ' 10 each amounting to ' 1000
Crore to its promoter on right basis. The amount has been
utilized towards reimbursement of expenditure incurred on
land at Pudimadaka by NTPC. In addition to above, allotment
of 178,03,88,965 equity shares of ' 10 (Rupees Ten only) each
of aggregate nominal value of ' 1780,38,89,650 for cash on
rights basis was done to NTPC Limited on 7^th September 2024.
The paid-up share capital of the Company as on date is
' 7500 Crore.

Raising of funds through IPO:

The shareholders of your Company in its extra ordinary
general meeting held on 10^th September 2024 had accorded
approval for issuing shares of upto ' 10000 Crore through
Initial Public Offer. Your Company filed Draft Red Herring
Prospectus with the SEBI and Stock Exchanges on 18^th
September 2024.

5. DIVIDEND:

The Company's subsidiaries/ JVs namely NTPC REL, GVREL
and INGEL's CAPEX plans require large equity infusion in
coming years which will be more than the internal accruals
of the Company. Keeping in view the same, no dividend is
proposed by your Board of Directors for financial year 2023¬
24. The Dividend Distribution Policy was approved by the
Board of Directors on 9th September 2024 and is available
on the Company's website at https://ngel.in/page/policies.

6. DEPOSITS:

The Company has not accepted any deposits from public and
as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the
Balance Sheet.

7. VIGILANCE MECHANISM:

A Whistle Blowing policy has been approved by the Board of
Director on 9th September 2024 and is available on the
Company's website at https://ngel.in/page/policies.

The Company's whistle blowing 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.

8. HUMAN RESOURCE:

As on 31^st March 2024, total number of employees on
consolidated basis were 206. All employees are posted on
secondment basis from NTPC Limited.

9. JOINT VENTURE/SUBSIDIARIES:

The information of Subsidiaries and JV Companies along with
details of partners of joint ventures as on 31^st March 2024 is
given below:

Your Company has also signed joint venture agreements to
produce renewable power with Oil and Natural Gas
Corporation (ONGC), Maharashtra State Power Generation
Company (MAHAGENCO), Uttar Pradesh Rajya Vidyut
Utpadan Nigam Limited (UPRVUNL) and have signed MOUs
or term sheets with other PSUs/private corporates including
Greenko ZeroC Private Limited.

Material Subsidiaries

As your company is gearing up to listing its shares, it has
framed its policy for identification of material subsidiary
pursuant to provisions of SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015. The policy is
available on HYPERLINK "https://www.ngel.in/page/
policies". As per the policy, NTPC Renewable Energy Limited
will be its material subsidiaries.

10. INFORMATION PURSUANT TO STATUTORY AND
OTHER REQUIREMENTS

10.1 Statutory Auditors & Auditors' Report

As per the provisions of Section 139 of the Companies Act
2013, the Statutory Auditors of your Company are appointed
by the Comptroller & Auditor General of India (C&AG). M/s P
R Mehra & Co., New Delhi was appointed as Statutory
Auditors for the financial year 2023-24. The financial
statements of the Company for the Financial Year 2023-24
were audited by the statutory auditors and there is no adverse
remarks or comments in their report.

10.2 Review of Accounts by the Comptroller & Auditor
General of India

The Comptroller & Auditor General of India, through letter
dated 23^rd July 2024, has given Comment on the Standalone
and Consolidated Financial Statements of your Company for
the year ended 31^st March 2024 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 2024 are being
enclosed as Annexure-VI.

10.3 Cost Audit

As per the provisions of Section 148 of the Companies Act,
2013_read with Companies (Cost Records and Audit) Rules,
2014, the Audit Committee recommended and the Board of
Directors appointed M/s. R. J. Goel & Co., Cost Accountants,
Delhi as Cost Auditors for the financial year 2023-24.

10.4 Secretarial Auditors & Secretarial Audit Report

As per the provisions of the Section 204 of the Companies
Act, 2013 and Rules made there under, a company, whose
paid-up share capital or loan or turnover is above the
prescribed limit, existing on the last date of latest audited
financial statement, such company needs to appoint a
secretarial auditor. Since your company is falling in such
category of companies in the financial year under review, your
company has appointed M/s A.K.Rastogi & Associate as their
Secretarial Auditors. The Report given by the Secretarial
Auditors is annexed as Annexure IV. There is no adverse
comment or observation in the secretarial audit report.

10.5 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.

10.6 Particulars of Contracts or Arrangements with Related
Parties

During the financial year, your company has entered into
Related Party Transactions with the holding Company i.e.
NTPC Limited. Transactions were done with the approval of
the Board. It is also pertinent to mention that first and second
proviso of Section 188 are not applicable in case of transaction
between two Government companies. Form AoC-2 containing
details of other related party transactions are enclosed with
Directors Report as Annexure-III.

Further, policy on Materiality of Related Party Transactions
and also, dealing with Related Party Transactions of the
Company has been approved by the Board of Directors on 9^th
September 2024 and is uploaded on the Company's website
at https://www.ngel.in/page/policies.

10.7 Material Changes and Commitments

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.

10.8 Internal Control

Your Company has an adequate internal control system
commensurate with the size of the Company and nature of
business.

10.9 Particulars of Loans Guarantees or Investments under
Section 186

There is no loan / advance made by your company during FY
2023-24 covered under section 186 of the Companies Act.
As on 31st March 2024, your Company has invested
' 1,444.46 Crore Crore in NTPC REL, a wholly owned
subsidiary. Details related to investment are given in the notes
to the Financial Statements. Further, as on 31st March 2024,
your company had invested ' 5 lakh in Indianoil NTPC Green
Energy Limited

10.10 Conservation of Energy, Technology Absorption and
Foreign Exchange Earning & Outgo

Conservation of Energy:

Your Company is engaged in the business of generation of
energy using renewable sources and thereby using eco¬
friendly source of generation of energy.

Energy conservation measures taken:

Some of the key energy conservation measures implemented
during the financial year 2023-24 in various areas are as
under:

1. Incorporating Robotic Cleaning Storage Technologies
to reduce auxiliary power consumption at various
stations.

2. Using artificial intelligence ("AI") enabled tools for
forecasting and scheduling, utilizing drones.

3. Implement new technologies i.e. new turbines, solar
modules, which are capable of higher generation
levels.

Technology absorption:

Your Company has an experienced in-house engineering team
which constantly evaluates the latest technological
advancements for all our projects, and which provides
maximum performance for the invested capital. Your
Company is also taking business development activities by
exploring various new emerging energy technologies. Your
company has been relentlessly engaging with external and
internal stakeholders for latest technology scanning and
adoption of the latest industry standards and practices in the
dynamic renewable energy spectrum for accelerating the
business growth of your company.

Foreign exchange earnings and Outgo:

There is no foreign exchange earnings and outgo during the
financial year 2023-24.

10.11 Dematerialization of Shares

Your Company has entered its shares into Dematerialized
mode. In this regard, M/s KFIN Technologies Limited (KFIN) is

appointed as Registrar & Share Transfer Agent (RTA) for
transfer. Your Company has entered into tripartite agreement
with National Depository Services Limited (NSDL) and Central
Depository Services (India) Limited for providing facility of
dematerialization of shares of the Company. All the shares of
your company is in dematerialized form.

11. CORPORATE GOVERNANCE REPORT & MANAGEMENT
DISCUSSION & ANALYSIS REPORT

In compliance with the provisions of DPE Guidelines on
Corporate Governance, Corporate Governance Report and
Management Discussion & Analysis Report for the FY 2023¬
24 are enclosed at Annex- I and II respectively.

12. RISK MANAGEMENT

Your Company is not mandatorily required to frame risk
management policy during the Financial Year 2023-24.
However, being a wholly owned subsidiary of NTPC Limited,
your Company is covered under the Risk Management Policy
of NTPC Limited and all risk factors affecting the Company
are being reviewed by the Risk Management Committee of
NTPC Limited.

Further, in compliance with Regulation 17 and 21 of the SEBI
Listing Regulations, the Board of Directors has formulated a
Risk Management Policy on 9^th September 2024 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.

13. PARTICULARS OF EMPLOYEES AND REMUNERATION

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.

14. BOARD OF DIRECTOR'S & KEY MANAGERIAL
PERSONNEL

The Board of Directors of your Company as on 31^st March
2024, comprised of:-

(i) Shri K. Shanmugha Sundaram, Chairman

(ii) Shri Jaikumar Srinivasan, Director

(iii) Shri Ajay Dua, Director

(iv) Ms. Sangeeta Kaushik, Director

The constitution of the Board has undergone change w.e.f.
09.09.2024 as under:

1. Shri Gurdeep Singh, Chairman & Managing Director

2. Shri Jaikumar Srinivasan, Director (Finance)

3. Shri K. Shanmugha Sundaram, Director (Projects)

4. Shri Ajay Dua, Non-Executive Director

5. Ms. Sangeeta Kaushik, Non-Executive Director

6. Ms. Ritu Arora, Non-Executive Director
Details of Key Managerial Personnel are as under:

1. Shri Rajiv Gupta, Chief Executive Officer

2. Shri Neeraj Sharma, Chief Financial Officer

3. Shri Manish Kumar, Company Secretary

Details of changes in Board members and key managerial
personnel are given in Corporate Governance Report at
Annexure- I.

Board Diversity: The Company recognizes and embraces the
importance of a diverse board in its success. The Board has
adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors.

15. PERFORMANCE EVALUATION OF THE DIRECTORS AND
THE BOARD:

Ministry of Corporate Affairs (MCA) through General Circular
dated 5^th June 2015 has exempted Government Companies
from the provisions of Section 178 (2) of the Companies Act
2013 which requires performance evaluation of Board of
Directors by the Nomination and Remuneration Committee.

16. BOARD MEETINGS:

The meetings of the Board of Directors are convened by giving
appropriate advance notices. To address any urgent needs,

sometimes Board meetings are also called at a shorter notice
subject to observance of statutory provisions. In case of
urgency, resolutions are also passed through circulation, if
permitted under the statute.

Detailed agenda notes, management reports and other
explanatory statements are circulated before the Board
Meeting in a defined format amongst the Board Members
for facilitating meaningful, informed and focused discussions
in the meeting. Video-conferencing facilities for participation
in Board/Committee meetings are also being provided to the
Directors.

Twelve (12) meetings of the Board of Directors were held
during the year under review and gap between two meetings
did not exceed one hundred and twenty days. The said
meetings were held on 12^th May, 2023, 25^th July, 2023, 14^th
August, 2023, 26^th August, 2023, 01^st September, 2023, 26^th
September, 2023, 25^th October, 2023, 08^th December, 2023,
20^th December, 2023, 23^rd January, 2024, 28^th February, 2024,
20^th March, 2024.

Details of Board meetings and attendance of directors are
given in the Corporate Governance Report.

17. COMMITTEES OF THE BOARD

As per the provisions of Rule 4 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
unlisted wholly owned subsidiaries are exempted from
creation of Audit Committee & Nomination & Remuneration
Committee. However, for better Governance, the Board of
Directors of your Company in its meeting held on 9^th
September 2024 had constituted various Committees details
of which are as under:

AUDIT COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

STAKEHOLDER'S RELATIONSHIP COMMITTEE

RISK MANAGEMENT COMMITTEE

The details of terms of reference and attendance of Directors
at various Committee meetings are discussed in Corporate
Governance Report.

18. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the constitution of CSR
Committee is in line with the previous year. Your company
has constituted a CSR Committee for fulfillment of its CSR
initiatives. The members of the as on 31st March 2024 were
as under:

The Committee was reconstituted by the Board of Directors
on 9th September 2024. The present constitution of CSR
Committee is as under:

The scope of CSR Committee is as per the provisions of Section
135 of the Companies Act, 2013.

As per preceding financial year's (2022-23) financial
statements, your company was required to incur CSR
expenditure amounting to ' 1.13 crore (2% of average net
profit as per Section 135 of Companies Act, 2013). In line

with the provisions of Section 135 of the Companies Act, 2013
entire amount was deposited in PM Cares fund as per
recommendation of the CSR Committee. Annual Report on
CSR for the FY 2023-24 is enclosed as Annexure-V.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS, COURTS AND TRIBUNALS

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

20. PROCUREMENT FROM MSEs

During the financial year, no payment has been delayed
beyond 45 days to any Micro and Small Enterprises (MSEs)
(including MSEs owned by SC/ST entrepreneurs).

21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

All the employees of the Company are on secondment basis
from holding company viz. NTPC. In line with the requirement
of Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013, all the
employees are regulated under the NTPC's Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace. No case under Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 had been reported during FY 2023-24.

22. Extract of Annual Return

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

23. DIRECTORS' RESPONSIBILITY STATEMENT

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 March 31, 2024, 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 2023-24 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; and

v. 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.

24. ACKNOWLEDGMENT

On behalf of the Directors of the Company, I would like to
place on record our deep appreciation for the support and
co-operation extended by NTPC Limited, Ministry of Power,
Ministry of New & Renewable Energy (MNRE), Comptroller
& Auditor General of India, Statutory Auditors and the
Bankers of the Company.

For and on behalf of the Board of Directors

Sd/-

Gurdeep Singh

Chairman & Managing Director
(DIN: 00307037)

Place: New Delhi
Date: 23.09.2024