संदर्भ सं / Ref. No.

NH/CS/199/

IHPC Limite (A Government of India Enterprise)

फोन/Phone :
11.02.2022 Bain / Date

Service Controllers

ISIN No. INE848E01016 Sub: Outcome of Board Meeting of Company विषय: कंपनी के बोर्ड बैठक का परिणाम

Sirs/महोदय,

In compliance to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is to inform that the Board of Directors of NHPC Limited in its meeting held today i.e. i.e. Friday, February 11, 2022 (meeting commenced at 12.30 PM and concluded at 4:40 PM), has interalia considered and approved the following:

• i. Change of Logo of the Company.
• Appointment of M/s Agarwal S. & Associates, Company Secretaries, as Secretarial Auditor ii. of the Company for the FY 2021-22. A brief profile is enclosed herewith.
• The un-audited (standalone and consolidated) financial results of the Company for the iii. quarter and nine months ended on December 31, 2021. A copy of the approved un-audited financial results is enclosed herewith (the limited review report will be forwarded shortly). In terms of Regulation 54 read with Regulation 56(1)(d) of the SEBI (LODR) Regulations, 2015, Statutory Auditor's certificate with respect to listed debt securities of the Company as on December 31, 2021 is also enclosed herewith.
• Declared the payment of interim dividend at the rate of 13.10% (₹1.31 per equity share) on iv. the face value of paid-up equity shares of $\bar{\tau}$ 10/- each for the financial year 2021-22. Pursuant to Regulation 42 of SEBI LODR, the Board has fixed 23.02.2022 as record date for the purpose of ascertaining eligibility of shareholders for payment of interim dividend. The interim dividend shall be paid/dispatched within the period as stipulated in the Companies Act, 2013.

This is for your information and record.

सेबी (सूचीबदधता बाध्यताएँ और प्रकटीकरण अपेक्षाएँ) विनियमन, 2015 के नियमन 30 के अनुसार यह सूचित किया जाता है कि एनएचपीसी लिमिटेड के निदेशक मंडल की बैठक आज यानि शुक्रवार 11 फ़रवरी, 2022 (दोपहर 12:30 बजे शुरू हुई और दोपहर पि^्रप्0 बजे समाप्त हुई) को हुई जिसमे अन्य मदों के साथ-साथ निम्नलिखित पर विचार और अनुमोदन किया:-

• i. cj:;qufr c):;' <>!TdlT * ~ ~ ~
• ii. .M/s Agarwal S. & Associates, Company Secretaries, cFl" ~ ~ 2021-22 c):;' ~ cj:;qufr cl;' flfilq1~ ~ Walcf1 c):;' ^~* fai~ctrl ^I~ t;i'ILf1 1\$<>1 ~ ⁶¹..J
• iii. 31 R;fJJ=\if{, 2021 q:;l- ~ ~ ~ ~ Ci1't ~ c):;' 3101~ (°Rs3fNlo:r ~ fltlfct>Ci) ..J ~ q~OllJ:I q:;l" ~ Cf1{ JlOj,J:tlf"?;(i fctim d"f"ml 3101~ ~ q~OjjJ:I ~ ^B(~ fidfra=rr ftcITt ~W ~ w)f\t:r ~ -arQdfr)I ~ (LODR) fclfai~J:t . 2015 c):;' fclfai~J:t 56(1 )(d) c):;' ID~~ fclfai ~ J"I 54 c):;' J1a=RITT" ...:> , 31 . 2021 cFl" cj:;qufr ~ fl"1:.1"l<i!C'lJ:1101q::i afr~m~~f;I
• iv. fcffi ~ 2021-22 c):;' ~ cf;qufr ~~~RR tj-;Jfr ~10/- qfc1 ~~RR~~ c):;' ~mu tR" . . ~ ~ 13.10% qfc1 ~RR~~~~ ~~r ~ ~ ~ tR" afr 3-la=tJ:tle31\)I SEBI LODR c):;' fclfai~J:t 42 c):;' J1a=RITT", ..J fa12;-~lcfl ~at~ ~~T i:;rrc(1 ~ c):;' ~ ~~ ~ ~ q:;l- fa1t.ITTur ~ c):;' ~ **23.02.2022** q:;l- ~ ~ c):;' \^~\\* fa1tirft:r fctim ..-rm 61 ~ C>rmt~r Cfif WTCiTa1 cf;qufr . 2013 * ~ ~ c):;' ~ fctim ..J aT"QdTTI

• l~-',,~,;1· , . .';""" ' r r,· iiJ?'!. r•

AGARWAL S. & ASSOCIATES (ASA)

BUSINESS PROFILE

solutions

OUR MISSION

Statutory Compliance with maximum Client Satisfaction. Our clients benefit from ou r expertise and experience of a large firm while still enjoying the privilege of personal attention and responsiveness of a small firm.

OUR VISION

To be a globally recognized consultancy Firm and to provide outstanding legal & secretarial solutions in our chosen practice areas with a strong emphasis on ethics & true compliances.

SERVICES RENDERED

"ASA" has privilege of being actively and closely associated in formation, managing and functioning of major corporate houses of India and rendering professional services in the following areas:

• Retainer for Corporate law matters/ Secretarial Compliances
• Secretarial Audit
• Advising on & Formation of legal business organizational structure
• Compliance Audit- Review/ Audit of compliances of Corporate I other specific laws
• RBI & FEMA Compliances
• Statutory Certifications
• Legal and Procedural Compliance Relating to Securities Laws
• Corporate Restructuring
• Legal/ FEMA Due Diligence Services
• Voluntary Winding up
• Taxation matters (Income Tax/ GST etc.) for Start Ups
• Fund flow management

The client list includes both Indian Corporate and Multinational Corporations of repute. Having . about two-decade experience, ASA has provided its services to all kinds of organizations ranging from large manufacturing entities to Insurance, Telecom, Service, Finance & IT/ ITES companies to trading outfits in varied business segments.

We had incorporated more than 700 Companies in the past which includes Joint Ventures, Wholly Owned Subsidiaries & Foreign Companies. Our firm is constantly engaged in rendering secretarial services to Maharatna & Navaratna PSUs such as GAIL, NTPC, BHEL, SAIL, PFC, Ell, OIL, NFL & their associate companies. Firm is also regularly engaged by DCIL, NBCC, Petronet LNG, Kribhco, RMSI, Oaknorth (UK Licensed Bank), Comparex (Austria), RMS Risk India (US

ASA

Subsidiary), Tuna Corporation (China), Parker group (Japan), Health Insurance TPA of India Limited (JV of all public sector Insurance Cos.).

CORE TEAM MEMBERS

ASA

ASA

NHPCL~IITED (A Government oflndia Enterprise) CIN: L40101HR1975GOI032564 SECTOR-33, FARIDABAD, HARYANA - 121 003

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER 2021

and Principal repayments have been considered in respect of borrowings of operational power stations.

• Notes:
• 1 The above standalone financial results have been reviewed by the Audit Committee and approved by the Board of Directors of the Company in the respective meetings held on 11th February, 2022. The same have been reviewed by the Joint Statutory Auditors of the Company as required under Regulation 33 and 52 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
• 2 In view of the seasonal nature of business, the financial results of the Company vary from quarter to quarter.
• 3 Electricity generation is the principal business activity of the Company. Other operations viz., Power Trading, Contracts, Project Management and Consultancy works do not form a reportable segment as per Ind AS 108 - 'Operating Segment'. The company has a single geographical segment as all its power stations are located within the country.
• 4 In line with the directions of the Ministry of Power dated May 15 & 16, 2020, the company had given a one-time rebate of Rs 185 crore to DISCOMs and Power Departments of States/ Union territories for passing on to ultimate consumers on account of COVID-19 pandemic in Quarter 1 of FY 2020-21 and disclosed the same as an "Exceptional item" in the Statement of unaudited Financial Results.
• 5 Based on the detailed review of future projections including future capital expenditure for capacity enhancement during the quarter and nine months ended 31st December, 2021, the Company has recognised Minimum Alternate Tax (MAT) credit available in future amounting to Rs. 1456.24 crore (corresponding previous period: Nil) as the same is likely to provide economic benefits by way of set-off against future income tax liability. Out of the above, an amount of Rs 1343.08 crore (corresponding previous period : Nil) is to be passed on to the beneficiaries and the same has accordingly been recognised as 'Movement in Regulatory Deferral Account Balances'.
• 6 The Board of Directors of the Company in its meeting held on December 7, 2021 has approved the merger/amalgamation of Lanco Teesta Hydro Power Limited (a wholly owned subsidiary of NHPC Limited) with NHPC Limited under Section 230-232 of the Companies Act, 2013 and other statutory provisions as per the terms and conditions mentioned in the Scheme of Amalgamation (Scheme). The Scheme will be filed with the relevant regulatory authorities including Ministry of Corporate Affairs or any other appropriate authority for their approval and sanction . ·
• 7 The Board of Directors of the Company in its meeting held on September 24, 2021 has approved the proposal to initiate the process of merger of Jalpower Corporation Limited (a wholly owned subsidiary of NHPC Limited) with NHPC Limited as per applicable provisions of the Companies Act, 2013 subject to approval of Government of India.
• 8 The Company has obtained the approval from Ministry of Power vide its letter dated 12.05.2021 for taking over of 2% equity of PTC India Limited (PTC) in Chenab Valley Power Projects Private Limited (A Joint Venture Company between NHPC (49%), Jammu and Kashmir State Power Development Corporation Limited (JKSPDCL) (49%) and PTC (2%)). The purchase consideration of Rs 4.19 crore has been released to PTC on 25.05.2021 . Consequent to this, Chenab Valley Power Projects Private Limited shall become a subsidiary company of NHPC Limited on completion of requisite formal ities in this respect.
• 9 All Non-Convertible Debt Securities of the Company are secured by way of pari-passu charge over certain immovable and movable assets of the Company. The available asset coverage complies the requirement of terms of various issues/ offer documents and/or Debenture Trust Deed and is sufficient to discharge the principal and interest for the said debt securities.
• 1 O Board of Directors in its meeting held on February 11 , 2022 has declared an interim dividend of Rs. 1.31 per equity share of Rs. 10 each for the Financial Year 2021-22.
• 11 Figures for the previous periods have been re-grouped/re-arranged/re-classified wherever necessary.

NHPC LIMITED (A Government of India Enterprise) CIN: L40101HR1975GOI032564 SECTOR-33, FARIDABAD, HARYANA-121 003

STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER 2021

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and Principal repayments have been considered in respect of borrowings of operational power stations.

• Notes:
• 1 The above consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors of the Company in the respective meetings held on 11th February, 2022. The same have been reviewed by the Joint Statutory Auditors of the Company as required under Regulation 33 and 52 of SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015, as amended .
• 2 Subsidiary and Joint Venture Companies considered in the Consolidated unaudited Financial Results are as follows:-

a) Subsidiary Companies: NHDC Limited , Loktak Downstream Hydroelectric Corporation Limited , Bundelkhand Saur Urja Limited, Lanco Teesta Hydro Power Limited, Jal Power Corporation Limited and Ratle Hydroelectric Power Corporation Limited .

b) Joint Venture Companies: Chenab Valley Power Projects Private Limited and National High Power Test Laboratory Private Limited .

• 3 In view of the seasonal nature of business, the financial results of the Group vary from quarter to quarter.
• 4 Electricity generation is the principal business activity of the Group. Other operations viz., Power Trading , Contracts, Project Management and Consultancy works do not form a reportable segment as per Ind AS 108 - 'Operating Segment'. The Group has a single geographical segment as all its power stations are located within the country.
• 5 In line with the directions of the Ministry of Power dated May 15 & 16, 2020, the Parent Company had given a one-time rebate of Rs 185 crore to DISCOMs and Power Departments of States/ Union territories for passing on to ultimate consumers on account of COVID-19 pandemic in Quarter 1 of FY 2020-21 and disclosed the same as an "Exceptional item" in the Statement of unaudited Financial Results.
• 6 Based on the detailed review of future projections including future capital expenditure for capacity enhancement during the quarter and nine months ended 31st December, 2021 , the Parent Company has recognised Minimum Alternate Tax (MAT) credit available in future amounting to Rs . 1456.24 crore (corresponding previous period: Nil) as the same is likely to provide economic benefits by way of set-off against future income tax liability. Out of the above, an amount of Rs 1343.08 crore (corresponding previous period : Nil) is to be passed on to the beneficiaries and the same has accordingly been recognised as 'Movement in Regulatory Deferral Account Balances'.
• 7 The Board of Directors of the Parent Company in its meeting held on December 7, 2021 has approved the merger/amalgamation of Lanco Teesta Hydro Power Limited (a wholly owned subsidiary of NHPC Limited) with NHPC Limited under Section 230-232 of the Companies Act, 2013 and other statutory provisions as per the terms and conditions mentioned in the Scheme of Amalgamation (Scheme). The Scheme will be filed with the relevant regulatory authorities including Ministry of Corporate Affairs or any other appropriate authority for their approval and sanction.
• 8 The Board of Directors of the Parent Company in its meeting held on September 24, 2021 has approved the proposal to initiate the process of merger of Jalpower Corporation Limited (a wholly owned subsidiary of NHPC Limited) with NHPC Limited as per applicable provisions of the Companies Act, 2013 subject to approval of Government of India.
• 9 The Parent Company has obtained the approval from Ministry of Power vide its letter dated 12.05.2021 for taking over of 2% equity of PTC India Limited (PTC) in Chenab Valley Power Projects Private Limited (A Joint Venture Company between NHPC (49%), Jammu and Kashmir State Power Development Corporation Limited (JKSPDCL) (49%) and PTC (2%)). The purchase consideration of Rs 4.19 crore has been released to PTC on 25.05.2021. Consequent to this , Chenab Valley Power Projects Private Limited shall become a subsidiary company of NHPC Limited on completion of requisite formalities in this respect.
• 1 O All Non-Convertible Debt Securities of the Parent Company are secured by way of pari-passu charge over certain immovable and movable assets of the Company. The available asset coverage complies the req·uirement of terms of various issues/ offer documents and/or Debenture Trust Deed and is sufficient to discharge the principal and interest for the said debt securities.
• 11 Board of Directors of the Parent Company in its meeting held on February 11, 2022 has declared an interim dividend of Rs. 1.31 per equity share of Rs . 10 each for the Financial Year 2021-22.
• 12 Figures for the previous periods have been re-grouped/re-arranged/re-classified wherever necessary.

For and on behalf of the Board of Directors of NHPC Ltd.

(R~~OYAL) DIRECTOR (FINANCE)

DIN - 08645380

Place : Faridabad Date : 11 .02.2022

CHATURVEDI & CO.

CHARTERED ACCOUNTANTS

Park Centre, 24 Park Street, Kolkata . 700 016. Phone: 2229 2229, 4601 2507 E-me 11 : cha lu rvr!llkol®hofmA ll.com; hA lu rvrrl l! y~hn fl ro in

( H.O. h:fl lkalA . llrnnrJm Al : flcl hl . \ln r.i!ia i .Chrnnni. Lucl,nn1q

To, NHPC Limited, NHPC Office Complex, Sector-33, Faridabad, Haryana-121003

Independent Statutory Auditor's Certificate for asset cover in respect listed debt securities of NHPC Limited

1) We understand that NHPC Limited("the Company") having its registered office at NHPC Office Complex, Sector-33, Faridabad, Haryana-121003, India Is required to obtain a certificate with respect asset cover in respect listed debt securities of NHPC Limited as on 31 ' 1 December 2021 in terms of Requirement of . Regulation 54 read with regulation 56(1 )(d) of SEBI (LODR) Regulations,2015 as amended("LODR Regulations") and SEBI (Debenture Trustees) ·Regulations, 1993 as amended("DT Regulations").

Management's Responsibility

2) The Company's Management is responsible for ensuring that the Company complies with the LODR Regulations and DT Regulations. Further, the Company is also responsible to comply with the requirements of Board Trust Deed executed with respective Bond trustee.

Auditor's Responsibility

• 3) Our responsibility is to certify the asset cover in respect of listed debt securities of the Company as on 31 " 1 December 2021 , which is computed based on the unaudited interim financial statements as on 31 " 1 December 2021 and as per the fo'rmat specified in SEBI Circular No. SEBl/HO/MIRSD/CRADT/CIR/P/2020/230 Circular dated 12^{1 h}November 2020.
• 4) We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants ·of India. The Guidance Noted requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.
• 5) We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC), Quality controls for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements.

Opinion

• 6) Based on our examination of books of accounts and other relevant records/documents as provided to us by the Company's management for the purpose of Issuing this Certificate, we hereby certify that:
• a) The assets of the Company provide a coverage of 122. 91 % of the interest and principal amount, which as per the Company's management is In accordance with the terms of issue/ debenture trust deed. Calculation of Asset Cover Ratio for the secured debt securities is as given below in

• b) The financial information as set out in the Table 1n Paragraph (a) above has been extracted from the un-audited books of accounts for the period ended 31 12 202 1 and other relevant records of the Company;
• c) Compliance ·of all the covenants/terms of the issue 1n respect of listed debt securities of the listed entity

We have examined the compliances made by the NHPC L1m1ted 1n respect of the covenantslterms of the issue of the listed debt securities (NCD's) and certify that the covenantslterms of the issue have been complied by the NHPC Limited.

The above certificate has been given on the basis of 1nformat1on provided by the management and the records produced before us for verification

Restriction on Use

This certificate has been issued to the management of NHPC L1m1ted to comply with requirements of LODR Regulations. Our certificate should not be used for any other purpose or by any person other than the Company. Accordingly, we do not accept or assume any liability or duty of care to any other person to whom this certificate is shown or into whose hands 1t may come save where expressly agreed by our prior consent in writing.

For Chaturvedi & Co. Chartered Accountants / 4i7J istration No.-302137E v~ .

U .K.Nanda' Partner Membership No.-510574

• ---------..-....----

UDIN:-22510574ABEMXW6803 Place:-Kolkata Dated:-10lh February 2022

Notes to Accounts: 31.12.2021 Assets pledged as Security:

RSapener

Manager(F)-DFS

$SM(F)-DFS$

Annx-I

NHPC Limited

ISIN wise details as on 31.12.2021

$-BFS$

Annaxura-II

Esancia

Manager(F)-DFS

$SMLEI - BFL$