NTPC Green Energy Ltd Auditor Reports

To The Members of NTPC Green Energy Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of NTPC Green Energy Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone 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 ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, its profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements 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 on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to note 37(a) to 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.

Our opinion on the Standalone Financial Statements is not modified in respect of the aforesaid matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, 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 matter below, description of how our audit addressed the matter is provided in that context. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key Audit Matter	How our audit addressed the key audit matter
Impairment assessment of Property, Plant and Equipment (PPE)	Read the Companys Material Accounting Policy with respect to impairment in accordance with Ind AS 36 "Impairment of Assets".
The Company has a material operational assets base (PPE) relating to generation of electricity.	We have obtained an understanding and tested the design and operating e_ectiveness of controls as established by the Companys management for impairment assessment of PPE.
We considered this as a key audit matter as the carrying value of PPE requires impairment assessment based on the future expected cash flows associated with the power plants (Cash Generating Units).	We evaluated the Companys process of impairment assessment in assessing the appropriateness of the impairment model including the independent assessment of discount rate, projected generation, power purchase agreements period etc.
(Refer note 46 to the Standalone Financial Statements, read with the Material Accounting Policy No. C.13)	We evaluated and checked the calculations of the cash flow forecasts prepared by the Company taking into consideration the tari_ rates applicable for the tari_ period of 25 years from commencement of operations of assets along with the aforementioned assumptions.
	Based on the above procedures performed, we observed that the Companys impairment assessment of the PPE is adequate and reasonable.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys 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 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 during the course of our audit, or otherwise appears to be materially misstated.

When we read the 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 Companys 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 including other 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 Standard) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 Companys 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 Companys financial reporting process.

Auditors Responsibility 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 judgement 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 managements 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 Companys 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 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 de_ciencies 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 (Auditors 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 and Sub-directions issued by the Comptroller and Auditor General of India.

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

(a) Except for the following matter, 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: Employee benefit expenses (gross) of Rs.83.38 crore included in note 32 relates to employees of NTPC Limited (the Holding Company) which are on secondment basis with the Company and the supporting documents for these expenses are being maintained by and are in the custody of the Holding Company.

(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 Internal Financial Controls with reference to the Standalone Financial Statements 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 Companys 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 requirements of provisions of section 197(16) of the Act is not applicable to the Company, being a Government 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, wherever the same is ascertainable, on its financial position in its Standalone Financial Statements. Refer note 56 (A) to the Standalone Financial Statements.

ii. The Company has no long-term contracts including derivative contracts for which any provision is required under any law or Indian Accounting Standards for material foreseeable losses.
iii. There are no amounts which are 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 note 57(xvi) (a) 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, whether 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 stated in note 57(xvi)(b) to the Standalone Financial Statements, no other 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 made to us under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under paragraphs (iv)(a) and (b) above contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company. vi. Based on our examination, which included test checks, and based on the confirmation received from NTPC Limited (the Holding Company), who is operating and maintaining accounting software i.e. SAP, shared with us by the Company, the Company has used an accounting software for maintaining its books of account which has 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 audit we did not come across any instance of audit trail feature being tempered with. The Company has preserved the audit trail as per the statutory requirements prescribed under the Act for records retention.

ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the members of NTPC Green Energy Limited on the Standalone Financial Statements for the year ended 31 March 2026

i. (a). (A) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment (including Right of Use assets).

B) The Company has generally maintained proper records showing full particulars of intangible assets.

(b). The Company is having a regular program of physical verification of all Property, Plant and Equipment ("PPE") (including Right of Use assets) over a period of three years, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. In accordance with the program of physical verification, all PPE have been physically verified except for land at certain plants which were not physically verified as per the program of physical verification.

(c). According to the information and explanations given to us, we report that the title deeds of all the immovable properties which are included under the head property, plant and equipment (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company except as follows:

Description of property	Gross carrying value (Rs. in Crore)	Held in the name of	Whether promoter, director or their relative or employee	Period held since	Reason for not being held in the name of company
(1)	(2)	(3)	(4)	(5)	(6)
Land-Freehold (5,393.19 Acres)	242.77	NTPC Limited	Promotor	Since 28.02.2023	Pending legal formalities.
Land-Right of Use (3,964.92Acres)	144.56	NTPC Limited	Promotor	Since 28.02.2023	Pending legal formalities.
Plant buildings, boundary walls etc.	102.58	NTPC Limited	Promotor	Since 28.02.2023	As stated above, transfer of title deeds of land, over which these assets are constructed, are pending.

(d). The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year. Accordingly, reporting on clause 3(i)(d) of the Order is not applicable.

(e). According to the information and explanations given to us, there are no proceedings which have been initiated or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. ii. (a). In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year. According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the coverage and procedure of such verification by the management is appropriate and no material discrepancies of 10% or more in the aggregate for each class of inventory between physical inventory and book records were noticed on physical verification.

(b). In our opinion and according to the information and explanations given to us, the Company has not been sanctioned any working capital limits in excess of Rs.5 crore in aggregate from banks or financial institutions on the basis of security of current assets. Accordingly, reporting on clause 3(ii)(b) of the Order is not applicable.

iii. During the year, the Company has made investments of Rs. 3,597.03 crore in six subsidiaries and of Rs. 319.50 crore in four Joint Ventures. According to the information and explanations given to us, except for unsecured loan of Rs. 900 crore given during the year to a wholly owned subsidiary of the Company, the Company has not provided any other loans or advances in the nature of loans, or stood guarantee, or provided security to any other entity during the year.

(a) As stated above, the Company has provided loan of Rs. 900 crore to a wholly owned subsidiary company during the year which is also outstanding at the year end.

b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the investments made and terms and conditions of the loan granted by the Company are, prima facie, not prejudicial to the Companys interest.

(c) In respect of loan given, the schedule of repayment of principal and payment of interest has been stipulated. No repayment was due during the year and accordingly, the reporting on clause 3(iii)(d & e) of the Order is not applicable. iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, to the extent applicable, in respect of loan granted and investments made. The Company has not given any guarantees or provided any security in respect of which the provisions of Section 185 and 186 of the Act are applicable.

v. In our opinion and according to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has not accepted any deposits or any amount deemed to be deposit from public covered under the directions issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder. Further, no order has been passed with respect to Section 73 to 76, by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. Accordingly, the reporting on clause 3(v) of the Order is not applicable.

vi. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act read with Companies (Cost Records & Audit) Rules, 2014, as amended, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

vii. (a). According to the information and explanations given to us and based on our examination of the books of accounts, the Company is generally regular in depositing undisputed statutory dues including goods and service tax, income-tax (tax deducted / collected at source), provident fund and other statutory dues to the appropriate authorities. Further, no undisputed statutory dues are outstanding as on 31 March 2026 for a period of more than six months from the date they became payable.

(b). According to the information and explanations given to us and based on the audit procedures performed by us, there are no statutory dues referred in clause (a) above as on 31 March 2026 which are disputed. viii. In our opinion and according to the information and explanations given to us, the Company has not surrendered or disclosed as income, any transaction not recorded in the books of account, during the year in the tax assessments under the Income-tax Act, 1961 (43 of 1961). Accordingly, the reporting on clause 3(viii) of the Order is not applicable.

ix. (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loan or other borrowings or in payment of interest thereon to any lender.

(b) According to the information and explanations given to us, we report that the Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on the basis of audit procedures performed by us, and on an overall examination of the Standalone Financial Statements of the Company, we report that funds raised on short-term basis by the Company were not used for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the Standalone Financial Statements of the Company, we report that the Company has taken funds from the following entities and persons on account of or to meet the obligations of its subsidiaries during the current year. Refer note 5(d), note 7(a), note 18(b) and note 59 to the Standalone Financial Statements:

Nature of funds taken	Name of Lenders / fund providers	Amount involved	Name of the Subsidiary	Nature of transaction for which funds utilised	Remarks
Unsecured Debentures	Debenture holders	900	NTPC Renewable Energy Limited	Loan given	For capital expenditure incurred by the subsidiary
Proceeds of Initial Public Issue of equity shares	Equity Shareholders	3,350 *	NTPC Renewable Energy Limited	Investment in equity shares	Repayment of loans taken by the subsidiary

* Rs.4,150 crore invested during financial year 2024-25. Refer paragraph (x) (a) below.

(f) According to the information and explanations given to us and the procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries and joint ventures. Accordingly, the reporting on clause 3(ix)(f) of the Order is not applicable.

x. (a). In the previous financial year, the company has raised Rs.10,000 crore (Net Proceeds i.e. net of share issue related expenses are Rs.9,946.49 crore) by way of Initial Public Offer. Net proceeds were applied for the purposes for which those are raised as stated under (Refer note 59 to the Standalone Financial Statements): Rs in Crore

Nature of the fund raised	Purpose for which funds were raised	Net Proceeds (Gross proceeds less share issue expenses) raised during 2024-25	Utilized amount till 31 March 2025	Utilized amount till 31 March 2026	Unutilized amount as at 31 March 2026
Equity Share Capital	Repayment / prepayment of loans of NTPC Renewable Energy Limited, a wholly owned subsidiary company	7,500.00	4,150.00	7,500.00	-
	General Corporate Purposes	2,446.49	2,446.49	2,446.49	-
	TOTAL	9,946.49	6,596.49	9.946.49	-

(b). During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally). Accordingly, provisions of clause 3(x)(b) of the Order are not applicable.

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

(b). According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and up to the date of this audit report.

(c). As represented to us by the management, there are no whistle-blower complaints received by the Company during the year. Accordingly, provisions of clause 3(xi)(c) of the Order are not applicable.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and accordingly the Nidhi Rules, 2014 is not applicable to it. Hence, the reporting under paragraph 3(xii) (a, b and c) of the Order is not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Act, where applicable and the requisite details have been disclosed in the Standalone Financial Statements, as required by the applicable Indian Accounting Standard.

xiv. (a). In our opinion and based on our examination, the Company has an internal audit system which is commensurate with the size and nature of its business.

(b). We have considered the reports of the Internal Auditor for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under section 192 of the Act. Accordingly, reporting on clause 3(xv) of the Order is not applicable.

xvi. (a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). Accordingly, reporting on clause 3(xvi)(a) of the Order is not applicable.

(b) According to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance Activities. Therefore, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting on clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting on clause 3(xvi)(c) of the Order is not applicable.

(d). In our opinion, there is no Core Investment Company (CIC) within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016. Accordingly, reporting on clause 3(xvi)(d) of the Order is not applicable.

xvii. Based on the examination of the books and records of the Company, the Company has not incurred cash losses in the financial year and in the immediately preceding financial year. Accordingly, reporting on clause 3(xvii) of the Order is not applicable.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, reporting on clause 3(xviii) of the Order is not applicable. xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on date of audit report that the Company is not capable of meeting its liabilities existing at the balance sheet date as and when they fall within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet, will get discharged by the Company as and when they fall due.

xx. (a) In our opinion and according to the information and explanations given to us, in respect of other than ongoing projects, there is no unspent amount as on 31 March 2026 which is required to be transferred to a fund within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act; (b) In our opinion and according to the information and explanations given to us, amount remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to ongoing projects, has been transferred to special account in compliance with provision of sub section (6) of section 135 of the said Act.

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the members of NTPC Green Energy Limited on the Standalone Financial Statements for the year ended 31 March 2026.

A. Directions issued by the Comptroller & Auditor General of India under section 143(5) of the Companies Act, 2013 for the year 2025-26:

Directions under section 143(5) of the Companies Act, 2013	Auditors reply on action taken on the directions	Impact on financial statements
1 Assess the fair valuation of all the investments, both quoted and unquoted, made directly by the Company or through Trusts, for Post- retirement benefits of the employees. This includes verifying valuation methodologies, ensuring consistency with Ind AS and reviewing supporting documentation. The auditor shall provide a brief note on the valuation approach, its reasonability, and compliance with applicable regulations, reporting any material deviations or misstatements.	In case of employees which are posted on secondment basis from NTPC Limited, the Holding Company, the post-retirement benefits are managed by NTPC Limited.	Not applicable
	In case of fixed term employees of the Company, no investments directly or through Trusts for post- retirement benefits of these employees has been made by the Company.
	Accordingly, reporting requirement as stated in the directions is not applicable.
2 Whether the Company has a system in place to process all the accounting transactions through IT system?	(i) As per the information and explanations given to us, NTPC Limited (the Holding Company) has implemented SAP-ERP for all the processes like Financial Accounting (FI), Controlling (CO), Sales and Distribution (SD), Material Management (MM), Commercial Billing / Industry Solution Utilities (ISU), etc. to process all the accounting transactions through IT system and the same SAP- ERP is also being used by the Company to process all the accounting transactions through IT system.	Nil
If yes, whether review of this system and controls that are significant to the Companys financial reporting process as well as cyber security has been done by the Information Security Auditing Organisations empanelled by Cert-In at a minimum frequency of once in a year and material discrepancies found, if any, have been suitably reported?
	(ii) We have relied upon the information furnished by the Holding Companys management that a review of cyber security has been done by Information Security Auditing Organisations empanelled by Cert-In at a minimum frequency of once in a year and no material discrepancies was reported in its latest report. Discrepancies reported in its report has been adequately addressed.
The implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.
	(iii) Based on the audit procedures carried out and as per the information and explanations given to us, no accounting transactions have been processed / carried outside the IT system. Accordingly, there are no implications on the integrity of the accounts.
3 Whether funds (grants / subsidy etc.) received / receivable for specific schemes from Central / State Governments or its agencies were properly accounted for as per the applicable accounting standards or norms and whether received funds were utilised as per its terms and conditions? Whether accounting of interest earned on grants received has been done as per norms and conditions of the Grant. List the cases of deviation.	Based on the audit procedures carried out and as per the information and explanations given to us, the funds (grants / subsidy etc.) received / receivable for specific schemes from Central / State Governments or its agencies were properly accounted for as per the applicable accounting standards or norms and the received funds were utilized as per its terms and conditions. According to the information and explanations given to us, no norms and conditions have been specified for accounting of interest earned on grants received. Accordingly, there are no cases of deviation.	Nil
4 Whether the Company has identified the key Risk areas? If yes, whether the Company has formulated any Risk Management Policy to mitigate these risks?	In the Risk Management Policy, the Company has identified 14 key risk areas which also includes measures to mitigate these risks.	Nil
	(a) The Company has informed us that the Risk Management Policy and framework is being reviewed and transformed considering global best practices by the Consultant appointed by the Company, in line with ISO, COSO guidelines and applicable regulatory compliances.
If yes, (a) whether the Risk Management Policy has been formulated considering global best practices?
(b) whether the Company has identified its data assets and whether it has been valued appropriately?
	The scope of the consultant includes developing the Risk Management Framework, Risk Management Policy and Risk Register for the Company across the entire value chain of existing business operations, growth target to protect Shareholders interest, comply to applicable regulatory frameworks & guidelines including Companies Act, SEBI LODR regulations and applicable industry standards and best practices.
	(b) We are informed by the management of the Company and of the Holding company that it has not identified any data assets and accordingly, separate valuation of data assets has not been carried out by the Company on which we have relied upon.
5 Whether the Company is complying with the Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations 2015, and other applicable rules and regulations of SEBI, Department of Investment and Public Asset	A. SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 {"SEBI (LODR)"}:	Nil
	1. All the related party transactions have been approved by the audit committee constituting majority of the independent directors. In our view, approval of related party transactions up to 29 January 2026 by an Executive Director, a member of the audit committee, is not in line with the SEBI (LODR) Regulation.
Management, Ministry of Corporate Affairs, Department of Public Enterprises, Reserve Bank of India, Telecom Regulatory Authority of India, CERT-lN, Ministry of Electronics and Information Technology and National Payments Corporation of India wherever applicable? If not, the cases of deviation may be highlighted.	2. Non-compliance with the requirements of: Regulations 17(1) and 17(2A) of SEBI (LODR) pertaining to composition of Board of Directors and quorum of Board Meeting respectively in meeting held on 10th May 2025 since there was no independent director in the composition of the Board of directors of the Company during the period 8th May 2025 to 13th May 2025.	Nil
	B. Section 178 of The Companies Act, 2013: Approval of Nomination and Remuneration Committee of the Board has not been obtained for the appointment of Chief Executive Officer (being a Key Managerial Personnel) during the year since there was no independent director in the composition of the Board of directors of the Company during the period 8th May 2025 to 13th May 2025 which is required for holding a meeting of the Nomination and Remuneration Committee. Refer our comments in paragraph A (2) above).
	Except as stated above, in our opinion and as per the information and explanations given to us, the Company has complied with SEBI (LODR) and other applicable rules and regulations of SEBI, Department of Investment and Public Asset Management, Ministry of Corporate Affairs and Department of Public Enterprises. Considering the nature of operations carried out as a power generation company, in our opinion, the provisions of Reserve Bank of India, Telecom Regulatory Authority of India, CERT-lN, Ministry of Electronics and Information Technology and National Payments Corporation of India are applicable.

C. Sub-directions issued by the Comptroller & Auditor General of India under section 143(5) of the Companies Act, 2013 for the year 2025-26:

Sub-directions under section 143(5) of the Companies Act, 2013	Auditors reply on action taken on the Sub-directions	Impact on financial statements
(i) Whether the existing regulatory assets of the Company are supported by the tari_ orders of the Electricity Regulatory Commission?	The Company has no regulatory assets during the current financial year and as on 31 March 2026.	Nil
(ii) Whether the revenue in respect of such assets has been recognised by the Company on the basis of tari_ orders issued by the Electricity Regulatory Commission?	Not applicable in view of our response stated at serial no. (i) above.	Nil
(iii) State the impact of recognition / existence of regulatory assets in the absence of tari_ orders, if any.	Not applicable in view of our response stated at serial no. (i) above.	Nil
(iv) State the impact of delayed / non-recovery of regulatory assets on the financial statements of the Company.	Not applicable in view of our response stated at serial no. (i) above.	Nil
(v) Examine and report upon the accuracy / adequacy of accounting treatment / related disclosures in this regard.	Not applicable in view of our response stated at serial no. (i) above.	Nil

ANNEXURE 3 TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 3(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the members of NTPC Green Energy Limited on the Standalone Financial Statements for the year ended 31 March 2026

Report on the Internal Financial Controls with reference to the Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls with reference to the Standalone Financial Statements of NTPC Green Energy Limited ("the Company") as of 31 March 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control with reference to the Standalone Financial Statements and their operating effectiveness. Our audit of internal financial control with reference to the Standalone Financial Statements included obtaining an understanding of internal financial control with reference to the Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to the Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to the Standalone Financial Statements

A Companys internal financial controls with reference to the Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to the Standalone Financial Statements includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to the Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material mis-statements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Standalone Financial Statements to future periods are subject to the risk that the internal financial controls with reference to the Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all the material respects, adequate internal financial controls with reference to the Standalone Financial Statements in place and such internal financial controls with reference to the Standalone Financial Statements were operating effectively as at 31 March 2026, based on the internal controls over financial reporting criteria established by the Company considering the components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial reporting issued by the ICAI.

	For P.R. Mehra & Co
	Chartered Accountants
	(Firms Registration No. 000051N)
	Sd/-
	Ashok Malhotra
	Partner
Place: New Delhi	Membership No: 082648
Dated: 22.05.2026	UDIN: 26082648ROEWFK2364