APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms and conditions of NTPC LIMITED Prospectus dated September 17, 2015 (“Prospectus”) 2. I/We hereby apply for allotment of the Bonds to me/us and the amount payable on application is remitted herewith. 3. I/We hereby agree to accept the Bonds applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. 4. I/We irrevocably give my/our authority and consent to IDBI Trusteeship Services Limited to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of Bonds which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the Bonds applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Manager/Consortium Members/Sub-Consortium Members and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Manager, Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application. ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM INVESTOR CATEGORIES: Category I (“Qualified Institutional Buyers”)/(“QIBs”)# Sub Category Code Category II (“Corporates”)# (contnd ...... ) Sub Category Code Public Financial Institutions 11 Trusts 25 Alternative Investment Funds; 12 Partnership firms in the name of their respective partners 26 Scheduled commercial banks; 13 Association of Persons 27 Mutual Funds registered with SEBI; 14 Cooperative banks; 28 State industrial development corporations; 15 Regional rural banks; 29 Insurance companies registered with the IRDA; 16 Other legal entities constituted and/or registered under applicable laws in India that 30 are authorized to invest in Bonds Provident funds with a minimum corpus of ` 25 crore; 17 Category III (“High Networth Individuals”)/(“HNIs”) Pension funds with a minimum corpus of ` 25 crore; 18 The following Investors applying for an amount aggregating to more than `10 lakhs across all Series of Bonds in this Issue: The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 19 23, 2005 of the GoI, published in the Gazette of India; Resident individual Investors 31 Insurance funds set up and managed by the army, navy, or air force of the Union of India; and 20 HUF applying in the name of Karta; 32 Insurance funds set up and managed by the Department of Posts, India, 55 Category IV (“Retail Individual Investors”) /(“RIIs”) Category II (“Corporates”)# The following Investors applying for an amount aggregating upto and including Companies within the meaning of section 2 (20) of the Companies Act 2013; 21 ` 10 lakhs across all Series of Bonds in this Issue: Limited liability partnerships; 22 Resident individual Investors 41 Societies registered under the applicable laws in India. 23 HUF applying in the name of Karta 42 Statutory corporations; 24 # See general circular (No. 6/2015), dated April 9, 2015 issued by the MCA clarifying that in cases where the effective yield (effective rate of return) on tax free bonds is greater than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of the loan, there is no violation of Section 186(7) of the Companies Act, 2013. Options / Series of Bonds* Series 1A Series 2A Series 3A Coupon rate (%) per annum for Category I, II, III# 7.11% 7.28% 7.37% Annualised yield (%) per annum for Category I, II, III# 7.11% 7.28% 7.37% Options/ Series of Bonds* Series 1B Series 2B Series 3B Coupon rate (%) per annum for Category IV# 7.36% 7.53% 7.62% Annualised yield (%) per annum For Category IV# 7.36% 7.53% 7.62% For Category I, II, III & IV Frequency of Coupon / Interest Payment Annual Minimum Application and in the multiple of thereafter 5 Bonds (` 5,000) (individually or collectively, across all Series of Bonds) and in the multiple of One Bond (` 1,000) thereafter Mode of Payment/Settlement See “Terms of the Issue – Manner and Modes of Payment” on page 27 of the attached Abridged Prospectus Mode of Issuance In dematerialized form only Face value / Issue price ` 1,000 per Bond Tenure 10 years 15 years 20 years Coupon / Interest Type Fixed coupon rate Maturity / Redemption Date 10 years from Deemed Date of Allotment 15 years from Deemed Date of Allotment 20 years from Deemed Date of Allotment Redemption Amount Amount repayable on the Bonds, comprising the face value of the Bonds, together with coupon/interest accrued at the applicable coupon/interest rate for each Series of Bonds on the respective Redemption Dates or Maturity Dates Put/Call None Nature of Indebtedness The claims of the Bondholders shall be superior to the claims of any unsecured creditors of our Company and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other secured creditors of our Company having the same security. * Our Company shall Allot Series 1A/Series 1B (depending upon the category of Applicants) for all valid Applications, where the Applicants have not indicated their choice of the relevant Series of Bonds. # Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as under: a. The coupon rates indicated under Series 1B, Series 2B and Series 3B shall be payable only on the Retail Individual Investor Portion in the Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under the Retail Individual Investor Category/Category IV; b. If the Bonds allotted against Series 1B, Series 2B and Series 3B are transferred by Retail Individual Investors to Non- Retail Individual Investors, being Category I, Category II and Category III investors, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Series 1A, Series 2A and Series 3A respectively; c. If the Bonds allotted against Series 1B, Series 2B and Series 3B are sold/transferred by the Retail Individual Investors to investor(s) who fall under the Retail Individual Investor category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. If on any Record Date, the original Retail Individual Investor Allotee(s)/transferee(s) hold the Bonds under Series 1A, Series 1B, Series 2A, Series 2B, Series 3A and Series 3B for an aggregate face value amount of over ` 10 lakh, then the coupon rate applicable to such Retail Individual Investor Allottee(s)/ transferee(s) on Bonds under Series 1B, Series 2B, Series 3B shall stand at par with coupon rate applicable on Series 1A, Series 2A, and Series 3A, respectively; e. Bonds Allotted under Series 1A, Series 2A and Series 3A shall carry coupon rates indicated above until the maturity of the respective Series of Bonds irrespective of category of holder(s) of such Bonds; and f. For the purpose of classification and verification of status of the eligibility of a Bondholder under the Retail Individual Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Allotted under the Issue shall aggregated on the basis of PAN. Early closure or Extension of the issue:The Issue shall remain open for subscription from 10 A.M. to 5 P.M (Indian Standard Time) during the period indicated above with an option for early closure/extension as may be decided by the board of directors of our Company or a duly constituted committee thereof, including the Committee of the Board for Allotment and Post-Allotment Activities of NTPC’s Securities and the Committee for Public Issue of Tax Free Bonds (“Board”) or an authorised representative of the Board. In the event of such early closure or extension of the subscription list of the Issue, our Company shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in at least one leading national daily newspaper with wide circulation. Basis of Allotment: For Basis of Allotment details, please refer point no. 65 of the attached Abridged Prospectus. For Grounds for Technical Rejection: Please refer to point no. 42 of the attached Abridged Prospectus. For further information, please refer to section titled “Issue Information” on page 139 of the Prospectus. TEAR HERE

• In case of queries related to Allotment/ credit of Allotted Bonds/Refund, the Applicants should contact Registrar to COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS the Issue. NTPC LIMITED (A Government of India Enterprise) KARVY COMPUTERSHARE PRIVATE LIMITED • In case of ASBA Application submitted to the SCSBs, the Applicants should contact the relevant SCSB. Registered and Corporate Office: NTPC Bhawan, SCOPE Karvy Selenium Tower-B, Plot No. 31 and 31; Gachibowli Finanical Complex, 7, Institutional Area, Lodhi Road, New Delhi 110 • In case of queries related to upload of Applications submitted to the Lead Manager’s/ Consortium/Sub-Consortium District, Nanakramguda, Seriligampally, Hyderabad – 500 008 Member’s/Brokers/Sub Brokers/Trading Member should contact the relevant Lead Managers/Consortium /Sub- 003 Tel: (+91 11) 2436 0100; Fax: (+91 11) 2436 1018; Tel: (+91 40) 6716 2222 Fax: (+91 40) 2343 1551 Consortium Member’s/Brokers/Sub Brokers/ Trading Member. CIN: L40101DL1975GOI007966; Website: www.ntpc.co.in; E-mail: [email protected], Investor Grievance Email: Executive Director & Company Secretary and Compliance [email protected] Website: www.karisma.karvy.com, • Acknowledgement is subject to realisation of Cheque/DD/Availability of Funds in the ASBA account Officer: Mr. A.K. Rastogi; Tel: (+91 11) 2436 0071; Contact Person: Mr. M. Murali Krishna, SEBI Registration Fax: (+91 11) 2436 0241; E-mail: [email protected] No.: INR000000221

2 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

THIS ABRIDGED PROSPECTUS CONSISTS OF 46 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

NTPC LIMITED (A Government of India Enterprise) Our Company was originally incorporated in New Delhi on November 7, 1975 under the Companies Act, 1956 (“Companies Act 1956”) as a private limited company under the name, ‘National Thermal Power Corporation Private Limited’. For information on changes in our Company’s name and registered office, see History“ and Certain Corporate Matters” on page 75 of the Prospectus. Registered and Corporate Office:NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi 110 003 Tel: (+91 11) 2436 0100; Fax: (+91 11) 2436 1018; CIN: L40101DL1975GOI007966; Website: www.ntpc.co.in; Executive Director & Company Secretary and Compliance Officer: Mr. A.K. Rastogi; Tel: (+91 11) 2436 0071; Fax: (+91 11) 2436 0241; E-mail: [email protected] THE PROMOTER OF OUR COMPANY IS THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER (“MOP”), GOVERNMENT OF INDIA (“GOI”) PUBLIC ISSUE BY NTPC LIMITED (“COMPANY” OR “ISSUER” OR “NTPC”) OF TAX-FREE SECURED REDEEMABLE NON-CONVERTIBLE BONDS OF FACE VALUE OF ` 1,000 EACH, IN THE NATURE OF DEBENTURES HAVING TAX BENEFITS UNDER SECTION 10(15)(iv)(h) OF THE INCOME TAX ACT, 1961, AS AMENDED (“INCOME TAX ACT” AND SUCH BONDS, “BONDS”), FOR AN AMOUNT OF ` 400 CRORE (“BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION OF UP TO ` 300 CRORE FOR ISSUANCE OF ADDITIONAL BONDS AGGREGATING TO A TOTAL OF UP TO ` 700 CRORE*, (“ISSUE SIZE”) IN FISCAL 2016 (“ISSUE”). The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (“SEBI Debt Regulations”) and pursuant to Notification No. 59/2015.F.No.178/27/2015-ITA-1 dated July 6, 2015 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, GoI (“MoF”) (“CBDT Notification”), by virtue of powers conferred on it under Section 10(15)(iv)(h) of the Income Tax Act. In terms of the CBDT Notification, our Company has been authorised to issue tax free secured redeemable non-convertible bonds for an amount of ` 1,000 crore during the fiscal 2016 of which at least 70.00% of aggregate amount of bonds is to be raised through public issue. Accordingly, our Company has already issued tax-free secured redeemable non-convertible bonds amounting to ` 300 crore being 30.00% of the Allocated Amount by way of private placement and now plans to raise the balance ` 700 crore (“Issue Size”) through this Issue. Our Company shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in fiscal 2016 shall, in aggregate, not exceed` 1,000 crore. GENERAL RISKS Investors are advised to read the risk factors carefully before making an investment decision in relation to the Issue. For making an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. Specific attention is invited to Risk“ Factors” on page 13 and “Material Developments” on page 130 in the Prospectus. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus contains all information with regard to the Issuer and the Issue which is material in the context of the Issue that the information contained in the Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes the Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING ICRA Limited (“ICRA”) has, by its letter (No. D/RAT/2015-16/N3/1) dated August 14, 2015, assigned a rating of [ICRA] AAA (stable) to the Bonds, and revalidated such rating by letter (No. D/RAT/2015- 16/N3/5) dated September 1, 2015. CRISIL Limited (“CRISIL”) has, by its letter (No. NTPCLTD/137722/NCD/081500586) dated August 13, 2015, assigned a rating of CRISIL AAA to the Bonds, and revalidated such rating by letter (No. RG/NTPCL/SN/31714) dated September 1, 2015. Credit Analysis and Research Limited (“CARE”) has, by its letter (No. CARE/DRO/RL/2015-16/1606) dated September 1, 2015 assigned a rating of CARE AAA (Triple A) to the Bonds. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations and carry lowest credit risk. These ratings are not a recommendation to buy, sell or hold securities, and investors should take their own decision. These ratings are subject to revision or withdrawal at any time by the assigning rating agency (ies) and should be evaluated independently of any other ratings. For the rationale for these ratings, see “Annexure B – Credit Rating” of the Prospectus. COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date and Maturity Amount of the NCDs, please refer to the chapter “Terms of the Issue” on page 144 of the Prospectus. PUBLIC COMMENTS The Draft Prospectus dated September 9, 2015 was filed with BSE Limited (“BSE”), being the Designated Stock Exchange, and the National Stock Exchange of India Limited (“NSE”) (together, “Stock Exchanges”) pursuant to Regulation 6(2) of the SEBI Debt Regulations. The Draft Prospectus was uploaded by the Stock Exchanges on their respective websites, www.bseindia.com and www.nseindia. com, and was open for public comments for 7 working days from the date of filing of the Draft Prospectus. LISTING The Bonds are proposed to be listed on BSE and NSE. We have obtained in-principle listing approvals for the Bonds by letter No. DCS/SJ/PI-BOND/04/15-16 dated September 16, 2015 from BSE and letter No. NSE/LIST/42808 dated September 16, 2015 from NSE. The Designated Stock Exchange for the Issue is BSE. ELIGIBLE INVESTORS Participation by any of eligible category of Applicants in this Issue will be subject to applicable statutory and/or regulatory requirements. Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of Bonds that can be held by them under applicable statutory and/or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of Bonds pursuant to the Issue. For details pertaining to Eligible Investors please refer to “Issue Structure” and “Terms of the Issue” on pages 139 and 144 of the Prospectus. ISSUE SCHEDULE** ISSUE OPENS ON SEPTEMBER 23, 2015 ISSUE CLOSES ON SEPTEMBER 30, 2015 ** The Issue shall remain open for subscription from 10 A.M. to 5 P.M (Indian Standard Time) during the period indicated above with an option for early closure/extension as may be decided by the board of directors of our Company or a duly constituted committee thereof, including the Committee of the Board for Allotment and Post-Allotment Activities of NTPC’s Securities and the Committee for Public Issue of Tax Free Bonds (“Board”) or an authorised representative of the Board. In the event of such early closure or extension of the subscription list of the Issue, our Company shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in at least one leading national daily newspaper with wide circulation. # IDBI Trusteeship Services Limited has by its letter dated September 9, 2015, given its consent for its appointment as the Bond Trustee and for its name to be included in the Prospectus and in all subsequent communications sent to the Bondholders. A copy of the Prospectus shall be filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana (“RoC”), in terms of Section 26 of the Companies Act, 2013, along with endorsed/certified copies of all requisite documents. For more information, see “Material Contracts and Documents for Inspection” on page 194 in the Prospectus. PLEASE READ THE RISK FACTORS CAREFULLY. SEE SECTION TITLED “RISK FACTORS” ON PAGE NO. 38 OF THIS ABRIDGED PROSPECTUS

NTPC LIMITED 3 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

LEAD MANAGERS TO THE ISSUE CONSORTIUM MEMBERS A. K. Stockmart Private Limited 30-39, Free Press House, Free Press Journal Marg, A. K. CAPITAL SERVICES LIMITED 215, Nariman Point, Mumbai 400 021, India 30-39, Free Press House, 3rd Floor, Tel: +91 22 6754 6500 Free Press Journal Marg, Fax: +91 22 6754 4666 215, Nariman Point, Mumbai 400 021 Email: [email protected] Tel: (+91 22) 6754 6500/6634 9300 Investor Grievance Email: [email protected] Fax: (+91 22) 6610 0594 Website: www.akcapindia.com Email: [email protected] Contact person: Mr. Ankit Gupta and Mr. Sanjay Shah Investor Grievance Email: [email protected] SEBI Registration Number: INB231269532/INB011269538 Website: www.akcapindia.com Edelweiss Securities Limited Contact Person: Mr. Mandeep Singh/Ms. Shilpa Pandey 2nd Floor, MB Towers, Plot No. 5, Road No. 2, Banjara Hills, Compliance Officer: Ms. Kanchan Singh Hyderabad 500 034 SEBI Registration No.: INM000010411 Tel: +91 22 6747 1342 / 4063 5569 Fax: +91 22 6747 1347 Email: [email protected] Investor Grievance Email: [email protected] AXIS CAPITAL LIMITED Website: www.edelweissfin.com 1st floor, Axis House, C-2 Wadia International Centre, Contact Person: Mr. Prakash Boricha P.B. Marg, Worli, Mumbai 400 025 SEBI Registration Number: INB011193332 (BSE)/ INB231193310 (NSE)/ Tel: (+91 22) 4325 2525 INB261193396 (MCX-SX) Fax: (+91 22) 4325 3000 SBICAP Securities Limited E-mail: [email protected] Marathon Futurex, 12th Floor, A & B Wing, Investor Grievance Email: [email protected] N.M. Joshi Marg, Lower Parel Website: www.axiscapital.co.in Mumbai 400 013, Maharashtra, India Contact Person: Mr. Akash Aggarwal Tel: +91 22 4227 3300 Compliance Officer: Mr. M. Natarajan Fax: +91 22 4227 3390 SEBI Registration No.: INM000012029 Email: [email protected] Investor Grievance Email: [email protected] Website: www.sbismart.com EDELWEISS FINANCIAL SERVICES LIMITED Contact Person: Ms. Archana Dedhia Edelweiss House Off CST Road, Kalina, Mumbai 400 098 SEBI Registration Number: INB231052938 (NSE)/ INB11053031 (BSE) Maharashtra, India BOND TRUSTEE Tel: +91 22 4086 3535; IDBI Trusteeship Services Limited Facsimile: +91 22 4086 3610 ASIAN Building, Ground Floor, 17, R. Kamani Marg, Email: [email protected] Ballard Estate, Mumbai- 400 001 Investor Grievance Email: [email protected] Tel: +91 22 4080 7000 Website: www.edelweissfin.com Mr. Lokesh Singhi Fax: +91 22 4080 7080 Compliance Officer: Mr. B. Renganathan Email: [email protected] SEBI Registration No.: INM0000010650 Investor Grievance Email: [email protected] Website: www.idbitrustee.com Contact Person: Anjali Athalayee SEBI Registration No.: IND000000460 IDBI Trusteeship Services Limited has, by its letter dated September 9, SBI CAPITAL MARKETS LIMITED 2015, given its consent for its appointment as Bond Trustee to the Issue and 202, Maker Tower E, Cuffe Parade, Mumbai 400 005 for its name to be included in the Prospectus and in all subsequent periodical Tel: (+91 22) 2217 8300 communications sent to the Bondholders, pursuant to Regulation 4(4) of the Fax: (+91 22) 2218 8332 SEBI Debt Regulations. Email: [email protected] Investor Grievance Email: [email protected] Website: www.sbicaps.com Contact person: Mr. Nithin Kanuganti/Nikhil Bhiwapurkar Compliance Officer: Mr. Bhaskar Chakraborty SEBI Registration No.: INM000003531 4 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

REGISTRAR TO THE ISSUE JOINT STATUTORY AUDITORS For dates of appointment of our Joint Statutory Auditors, see “Other Regulatory and Statutory Disclosures” in the Prospectus. Karvy Computershare Private Limited TR Chadha & Co. Karvy Selenium Tower-B, Plot No. 31 and 31; Chartered Accountants Gachibowli Finanical District, B-30, Connaught Place, Kuthiala Building, New Delhi 110 001 Nanakramguda, Seriligampally, Hyderabad – 500 008 Tel: 011 4325 9900 ; Fax: 011 4325 9930 Tel: (+91 40) 6716 2222 Email: [email protected] Fax: (+91 40) 2343 1551 Firm Registration No.: 006711N E-mail: [email protected] Sagar & Associates Investor Grievance Email: [email protected] Chartered Accountants Website: www.karisma.karvy.com H.No:6-3-244/5, Saradadevi Street, Contact Person: Mr. M. Murali Krishna Prem Nagar, Khairtabad, Hyderabad 500 004 SEBI Registration No.: INR000000221 Tel: 040 2330 3371 COMPANY SECRETARY AND COMPLIANCE OFFICER Fax: 040 2339 0151 Mr. A.K. Rastogi Email: [email protected] Executive Director & Company Secretary and Compliance Officer Firm Registration No.: 003510S NTPC Bhawan, SCOPE Complex Kalani & Co. 7, Institutional Area, Lodhi Road, New Delhi 110 003 Chartered Accountants Tel: + (91 11) 2436 0071 703 VIIth Floor Milestone Building, Fax: + (91 11) 2436 0241 Gandhi Nagar, Crossing, Tonk Road, Jaipur 302 015 E-mail: [email protected] Tel: 0141 2701 001/2 Fax: 0141 2709 003 CHIEF FINANCIAL OFFICER Email: [email protected] Mr. Kulamani Biswal Firm Registration No.: 000722C Director (Finance) P A & Associates NTPC Bhawan, SCOPE Complex Chartered Accountants 7, Institutional Area, Lodhi Road 20 Govind Vihar, Bamikhal, Bhubaneshwar 751 010 New Delhi 110 003 Tel: 0674 2571 744 Tel.: 011 2436 0461 Fax: 0674 2570 162 Fax: 011 2436 3480 Email: [email protected] E-mail: [email protected] Firm Registration No.: 313085E Applicants or prospective investors may contact the Registrar to the Issue or our S K Kapoor & Co. Executive Director & Company Secretary and Compliance Officer in case of Chartered Accountants any pre-Issue or post-Issue related problems, such as non-receipt of Allotment 16/98, LIC Building, The Mall, Kanpur 208 001 Advice, demat credit or Refund Orders. Tel: 0512 2372 244 All grievances relating to the Issue may be addressed to the Registrar to the Fax: 0512 2372 244 Issue, giving full details such as name, Application Form number, address Email: [email protected] of the Applicant, number of Bonds applied for, amount paid on application, Depository Participant (“DP”) and the collection centre of the relevant members Firm Registration No.: 000745C of the Consortium, brokers and sub-brokers appointed in relation to the Issue B M Chatrath & Co. (“Syndicate”) where the Application was submitted. Chartered Accountants All grievances relating to the ASBA process may be addressed to the Registrar Centre Point, 4th Floor, Room No.-440, to the Issue with a copy to either (a) the relevant Designated Branch of the SCSB 21, Hemanta Basu Sarani, Kolkata -700 001 where the Application Form was submitted by the ASBA Applicant, or (b) the Tel: 033 2248 4575 concerned member of the Syndicate and the relevant Designated Branch of Fax: 033 2248 9934 the SCSB in the event of an Application submitted by an ASBA Applicant at Email: [email protected] any of the Syndicate ASBA Centres, giving full details such as name, address Firm Registration No.: 301011E of Applicant, Application Form number, number and series/option of Bonds P S D & Associates applied for and amount blocked on Application. Chartered Accountants All grievances arising out of Applications for the Bonds made through Trading H-197, Arjun Nagar, Safdarjung Enclave, Members of the Stock Exchanges may be addressed directly to the relevant New Delhi - 110029 Stock Exchange. Tel: 0141 2389 180/83 Fax: 0141 2389 180 Email: [email protected] Firm Registration No.: 004501C NTPC LIMITED 5 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

ESCROW COLLECTION BANKS/BANKERS TO THE ISSUE CRISIL Limited CRISIL House, Central Avenue Axis Bank Limited, HDFC Bank Limited, ICICI Bank Limited, IDBI Bank Hiranandani Business Park, Powai, Mumbai 400 076 Limited, IndusInd Bank Limited, State Bank of India, Yes Bank Limited Tel: (+91 22) 3342 3000 For further details please to refer section ‘‘General Information’’ of the Fax: (+91 22) 3342 3050 Prospectus. Email: [email protected]/[email protected] REFUND BANK Contact Person: Mr. Sudip Sural IndusInd Bank Limited Website: www.crisil.com Cash Management Services SEBI Registration No.: IN/CRA/001/1999 PNA House, 4th Floor, Plot No. 57 & 57/1 Credit Analysis and Research Limited Road No. 17, Near SRL, MIDC, 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Andheri (East), Mumbai 400 093 Off Eastern Express Highway, Sion (E), Mumbai 400 022 Tel: +91 22 6106 9228 Tel: (+91 22) 6754 3456 Fax: +91 22 6106 9315 Fax: (+91 22) 6754 3457 Email: [email protected] Email: [email protected] Website: www.indusind.com Contact Person: Ajay Dhaka Contact Person: Mr. Sanjay Vasarkar Website: www.careratings.com SEBI Registration No.: INBI00000002 SEBI Registration No.: IN/CRA/004/1999 SELF CERTIFIED SYNDICATE BANKS TABLE OF CONTENTS The list of Designated Branches that have been notified by SEBI to act as SCSBs in relation to the ASBA process is provided on www.sebi.gov.in/sebiweb/home/ PAGE NO. list/5/33/0/0/Recognised-Intermediaries or at such other website as may be OBJECTS OF THE ISSUE 8 prescribed by SEBI from time to time. For more information on the Designated Branches collecting ASBA Applications, see the website mentioned above. ISSUE PROCEDURE 9 BANKERS TO OUR COMPANY TERMS OF THE ISSUE 23 Axis Bank, Bank of India, Canara Bank, Central Bank of India, Dena Bank, Indian Overseas Bank, ICICI Bank Limited, IDBI Bank Limited, Punjab BASIS OF ALLOTMENT 24 National Bank, State Bank of Hyderabad, State Bank of India, State Bank of Patiala, State Bank of Travancore, UCO Bank, Union Bank of India (TTPS OTHER INSTRUCTIONS 28 Branch), United Bank of India, HDFC Bank Limited, Yes Bank, Oriental Bank DETAILS PERTAINING TO THE COMPANY 30 of Commerce For further details please to refer section ‘‘General Information’’ of the OUTSTANDING LITIGATION 34 Prospectus. MATERIAL DEVELOPMENT 35 LEGAL ADVISOR TO THE ISSUE AZB & Partners RISK FACTORS 38 AZB House Plot No. A8, Sector 4, Noida – 210 301 DECLARATION 40 Tel.: (+91 120) 417 9999 CENTERS FOR AVAILABILITY AND 41 Fax: (+91 120) 417 9900 ACCEPTANCE OF APPLICATION FORMS CREDIT RATING AGENCIES LIST OF SELF CERTIFICED SYNDICATE 48 ICRA Limited BANKS(SCSBS) UNDER THE ASBA PROCESS Building No. 8, Tower A, 2nd Floor DLF Cyber City, Phase II, Gurgaon 122 002 Tel: (+91 124) 4545 310 Fax: (+91 124) 4050 424 Email: [email protected] Investor Grievance Email: [email protected] Contact Person: Mr. Vijay Wadhwa Website: www.icra.in SEBI Registration No.: IN/CRA/008/2015

6 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

DISCLAIMER Participation of any of the aforementioned persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities of the nature of the Bonds by such persons or entities. Applicants are advised to ensure that Applications made by them do not exceed the investment limits that they are subject to under applicable statutory and/or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for or subscribing to the Bonds pursuant to the Issue. Nothing in the Prospectus shall constitute a solicitation, offer or invitation for the sale of any securities in any jurisdiction where it is unlawful to do so, or to any persons ineligible to participate in the Issue. The Bonds have not been and will not be registered, listed or otherwise qualified for any offering to the public, or to any restricted persons, in any jurisdiction outside India. In particular, the Bonds have not been and will not be registered under the United States Securities Act, 1933 (“Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, ‘U.S. persons’ (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Applications in the Issue by persons resident outside India, including persons based, incorporated, domiciled or resident in the U.S.A., are liable to be rejected. Prospective investors are advised to seek independent legal, tax and investment advice, as necessary, in order to ascertain their eligibility to invest in the Issue and possible consequences of such investment, and to ensure that they have obtained and are able to furnish copies of all necessary legal or regulatory approvals and proof of compliance with all prescribed procedures and legal and regulatory requirements for investing in the Issue, failing which their applications are liable to be rejected. All communications and correspondence in relation to the Issue, including in relation to dispatch and delivery of Allotment Advice, Refund Orders, etc. will be made only to the investors’/Applicants’ registered addresses in India. The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue. Applicants are advised to read the Prospectus dated September 17, 2015 (“Prospectus”) filed with Registrar of Companies and the general instructions contained in this application form carefully and to satisfy themselves of the disclosures before making an application for subscription. Unless otherwise specified, all the terms used in this Application Form have the same meaning as in the Prospectus. For a copy of the Prospectus, the applicant may request us and/or the Lead Managers. Further investors are advised to retain the copy of the Prospectus/Abridged Prospectus for their future reference. Please fill in the Form in English using BLOCK letters. Investors should carefully choose the Series of Bonds they wish to apply for. For details, please refer to section ‘Terms of the Issue’ on page 146 of the Prospectus.

NTPC LIMITED 7 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

DETAILS PERTAINING OF THE ISSUE Interim use of Pending utilization of the Issue proceeds for the purposes Proceeds described above, we intend to temporarily invest the Issue OBJECTS OF THE ISSUE proceeds in term deposits with Authorized Dealer - Category 1. Issue Proceeds 1 banks in India, or otherwise as may be approved by the This is a public issue by our Company of tax-free secured redeemable non- Board from time to time in accordance with applicable law. convertible Bonds of face value of ` 1,000 each in the nature of debentures The Company intends to add 10,000 MW to its capacity by way of renewable having tax benefits under Section 10(15)(iv)(h) of the Income Tax Act, for an (solar) energy based power projects in future (“Renewable Projects”). The amount of ` 400 crore with an option to retain oversubscription of up to ` 300 Government of Andhra Pradesh has, for the 1,000 MW solar photovoltaic crore for issuance of additional bonds aggregating to a total of up to ` 700 crore project, identified 7,554.53 acres of land in Anantpur district. during fiscal 2016. The Issue proceeds are proposed to be utilised towards the first phase of 2. Utilisation of Issue Proceeds Anantpur Project/Ananthapura Ultra Mega Solar Project and other renewable energy based power projects. The transmission and evacuation infrastructure for Our Company proposes to utilise the funds which are being raised through the the Anantpur Project would be provided by the Government of Andhra Pradesh Issue, after deducting the Issue related expenses, estimated to be approximately and is expected to be completed within a period of one-two year. ` 4.55 crore, to the extent payable by our Company, towards funding the following objects (collectively, referred to herein as the “Objects”). Any delay in due completion of the above infrastructure is likely to result in an adverse impact on operations, business prospects and profitability of the Objects of the The funds raised through this Issue will be utilized for Company. Additionally, the Renewable Projects are subject to other risks Issue incurring capital expenditure on the following renewable including determination of adverse tariff, sub-optimal performance, parallel (solar) energy based power projects: investment in infrastructure for evacuation of power, grid stability, unavailability 1. 250 MW Solar Photovoltaic Power Project in Anantpur of tax benefits and unfavourable ratings by distribution companies. District, Andhra Pradesh, The main objects of the memorandum of association of our Company 2. Other renewable energy (including solar energy) based (“Memorandum of Association” or “MoA”) enable us to undertake the power projects (“Other Projects”), and activities for which the funds are being raised in the Issue. Further, we confirm that the activities we have been carrying out until now are in accordance with the 3. General corporate purposes (not exceeding 25% objects specified in our Memorandum of Association. percent of the amount raised in this Issue). In accordance with SEBI Debt Regulations, our Company is not permitted to Purpose for The total funding required to meet the engineering, utilize the proceeds of the Issue for providing loans to or acquisitions of shares of which there is procurement and construction costs, infrastructure costs, any person who is a part of the same group as our Company or who is under the a requirement project management costs, interest during construction etc. same management as our Company. Our Company is a public sector enterprise of funds (including recoupment of expenditure already incurred) for and, as such, we do not have any identifiable ‘group’ companies or ‘companies Anantpur Solar Project is estimated to be ` 1,779.24 crore. under the same management’. Further, the Issue proceeds shall be utilized in Anantpur Project has been appraised by an independent course of our normal business activities and shall not be utilized towards any agency and has been found viable. purposes restricted under the Foreign Exchange Management (Borrowing The report notes that transmission and evacuation or Lending in Rupees) Regulations, 2000, including investment in the stock infrastructure for the Anantpur Project would be provided by market or in real estate business or for carrying on agricultural/plantation the Government of Andhra Pradesh and there is a possibility activities, purchase of shares/debentures/bonds issued by companies in India of delay in due completion of the above infrastructure by the or for re-lending. The Issue proceeds shall not be utilised towards full or part time the project is completed. Additionally, the report notes consideration for the purchase or any direct or indirect acquisition, including by that the project is subject to factors like determination of way of a lease, of any immovable property. adverse tariff, sub-optimal performance, parallel investment We shall utilize the Issue proceeds only after the execution of documents in infrastructure for evacuation of power, grid stability, for creation of security as stated in “Terms of the Issue” on page 144 in the unavailability of tax benefits and unfavourable ratings by Prospectus, and on the listing of the Bonds. distribution companies. 3. Variation in terms of contract or objects The funding The Anantpur project is proposed to be funded by equity and Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at plan debt. Debt proportion in total financing is proposed to be any time, vary the terms of the objects for which the Prospectus is issued, except met by funds raised in this Issue and other sources including as may be prescribed under the applicable laws and under Section 27 of the term loans, external commercial borrowings and domestic Companies Act, 2013. bond issuances. Schedule of Completion of the Anantpur Project is envisaged in 1-2 4. Purchase of Business or Business Interests implementa- years. Our Company shall not use the Issue proceeds for the purchase of any business or purchase of any interest in any business whereby the Company shall become entitled tion of the For risks relating to the project, see “Risk Factors” on page to the capital or profit or losses or both in such business exceeding 50 per cent. project 13 of the Prospectus. Utilisation for The company will give priority to Anantpur Project for 5. Benefit / interest accruing to Promoters/Directors out of the object of the Issue other power deployment of the funds mobilized. However, in case of any Neither the Promoter nor the Directors of our Company are interested in the projects of the unforeseen delay in the execution of the Anantpur Project, Objects of the Issue. Company the Company reserves the right to utilize the proceeds for, 6. Monitoring of Utilization of Funds inter alia, funding of capital expenditure and refinancing for In terms of the SEBI Debt Regulations, there is no requirement for appointment meeting the debt requirement in Other Projects, including of a monitoring agency in relation to the use of proceeds of the Issue. The end use recoupment of expenditure already incurred in the projects. of the proceeds of the Issue will be reported in accordance with our Company’s reporting obligations under the applicable laws. 8 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 7. Issue Expenses ASBA Applicants and Applicants making Direct Online Applications using the The following are the estimated Issue expenses: online payment facility of the Stock Exchanges should note that the ASBA and Direct Online Application processes involve application procedures which may Particulars Estimated Issue Percentage of be different from the procedures applicable to Applicants who apply for Bonds Expenses* Issue Size (%)* through any other permitted channel, and accordingly should carefully read the (` in crore) provisions applicable to ASBA and Direct Online Applications, respectively. Fees payable to Intermediaries All Applicants are required to make payment of the full Application Amount at To the Registrar to the Issue and 0.081 0.012 the time of submission of the Application Form. ASBA Applicants are required Depositories to ensure that their respective ASBA Account has sufficient credit balance such To the Lead Managers 0.000 0.000 that an amount equivalent to the full Application Amount can be blocked by the SCSBs. To the Auditors 0.419 0.060 To the Bond Trustee 0.001 0.000 ASBA Applicants may submit their ASBA Applications to the members of the Syndicate or Trading Members of the Stock Exchanges only in the Specified To the Legal Counsel 0.080 0.011 Cities, or directly to the Designated Branches of the SCSBs. Applicants other Printing and dispatch of stationery and 3.672 0.525 than ASBA Applicants are required to submit their Applications to the members marketing expenses, brokerage and of the Syndicate or Trading Members of the Stock Exchanges at any of the centres selling commission mentioned in the Application Form. For further information, see “-Application Other Miscellaneous Expenses 0.297 0.042 For Allotment Of Bonds” on page 164 of the Prospectus. including Stock Exchange fees, Stamp This section has been prepared based on the 2012 SEBI Circular issued by Duty and Registration Charges SEBI, and is subject to the Stock Exchanges establishing necessary systems and Total 4.550 0.650 infrastructure for the implementation of the abovementioned circular, including * Above amounts are including service tax and other taxes as applicable. the systems and infrastructure required in relation to Direct Online Applications through the electronic platform and online payment facility to be offered by Our Company shall pay processing fees to the SCSBs for Applications Forms the Stock Exchanges, and accordingly is subject to any further clarification, procured by the Consortium/brokers/sub-brokers/Trading Members and notification, modification, direction, instruction and/or correspondence that may submitted to SCSBs for blocking the Application Amount of the Applicant, at the be issued by the Stock Exchanges and/or SEBI in this regard. rate of ` 15/- excluding service tax per Application Form procured, as finalized by our Company. However, it is clarified that in case of ASBA Application Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated Forms procured directly by the SCSBs, the relevant SCSBs shall not be entitled October 29, 2013 issued by SEBI, which amends the provisions of the 2012 to any ASBA processing fee. SEBI Circular to the extent that it provides for allotment in public issues of debt securities to be made on the basis of date of upload of each application into For more information, see “Terms of the Issue - Utilisation of Issue Proceeds” the electronic book of the Stock Exchanges, as opposed to the date and time of and “Issue Procedure - Monitoring and Reporting of Utilisation of Issue upload of each such application. Proceeds” on page 156 of the Prospectus. Applicants are accordingly advised to carefully read the Prospectus, the 8. Other Confirmations Application Form and the Abridged Prospectus in relation to any proposed In accordance with the Debt Regulations, our Company will not utilize the investment in the Bonds. Our Company, the Registrar to the Issue and the Lead proceeds of the Issue for providing loans to or for acquisitions of shares of any Managers shall not be liable for any amendment or modification or changes in person who is a part of the same group as our Company or who is under the same applicable laws or regulations, which may occur after the date thereof. management of our Company. Trading Members of the Stock Exchanges who wish to collect and upload ISSUE PROCEDURE Applications on the electronic application platform provided by the Stock This section applies to all Applicants. Applicants are requested to note that in Exchanges will need to approach the respective Stock Exchanges and follow the terms of circular (No. CIR./IMD/DF-1/20/2012) dated July 27, 2012 (“2012 requisite procedures prescribed by the relevant Stock Exchange. The members SEBI Circular”), SEBI has mandated issuers to provide, through a recognized of the Syndicate, our Company and the Registrar to the Issue shall not be stock exchange which offers such a facility, an online interface enabling direct responsible or liable for any errors or omissions on the part of the Trading application by investors to a public issue of their debt securities with an online Members of the Stock Exchanges in connection with the responsibility of such payment facility (“Direct Online Application Mechanism”). In this regard, Trading Members of the Stock Exchanges in relation to collection and upload SEBI has, through the 2012 SEBI Circular, directed recognized stock exchanges of Applications in the Issue on the electronic platform and online payment in India to establish necessary systems and infrastructure for the implementation facility to be provided by the Stock Exchanges. Further, the respective Stock of the Direct Online Application Mechanism. In the event that either of the Stock Exchanges shall be responsible for addressing investor grievances arising from Exchanges establishes such necessary systems, infrastructure and processes so Applications through Trading Members registered with such Stock Exchanges. as to enable the adoption of the Direct Online Application Mechanism prior to PROCEDURE FOR APPLICATION the Issue Opening Date, we shall offer eligible investors desirous of applying in 9. Availability of Prospectus, Abridged Prospectus and Application Forms the Issue the option to make Applications through the Direct Online Application Mechanism. Physical copies of the Abridged Prospectus containing salient features of the If such systems, infrastructures or processes are established by either of the Issue, together with the Application Forms may be obtained from: Stock Exchanges after the filing of the Prospectus but prior to the Issue Opening (a) Registered Office of the Company; Date, the methods and procedure for relating to the Direct Online Application (b) Offices of the members of the Syndicate; Mechanism shall be widely disseminated by us through a public notice in at least one national daily newspaper with wide circulation. (c) Trading Members of the Stock Exchanges; and (d) Designated Branches of SCSBs. NTPC LIMITED 9 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Electronic copies of the Prospectus and Prospectus will be available on the Category III/HNIs websites of our Company, the members of the Consortium, the Stock Exchanges Investors falling under the following categories applying for an amount and SEBI. aggregating to more than ` 10 lakh across all Series of Bonds in the Issue: There is a common Application Form for ASBA Applicants as well as non- • Resident Individual Investors; ASBA Applicants. However, there is a separate Application Form for NRIs • NRIs applying on a non-repatriation basis only; and applying on a non-repatriation basis. The prescribed colour of the Application • HUFs applying in the name of their respective kartas. Forms for various categories is as follows: Category IV/Retail Individual Investors Category Colour of Investors falling under the following categories applying for an amount Application Form aggregating up to and including ` 10 lakh across all Series of Bonds in the Issue: Resident Applicants under Category I, Category II, White • Resident Individual Investors; Category III and Category IV • NRIs applying on a non- repatriation basis only; and NRIs applying on a non-repatriation basis Blue • HUFs applying in the name of their respective kartas. Electronic Application Forms will be available on the websites of the Stock Exchanges and the members of the Consortium. A unique application number * See general circular (No. 6/2015) dated April 9, 2015 issued by the MCA will be generated for every Application Form downloaded from the websites of clarifying that in cases where the effective yield (effective rate of return) on tax the Stock Exchanges as well as members of the Consortium. In addition, online free bonds is greater than the prevailing yield of one year, three year, five year or beneficiary account portals may provide a facility of submitting Application ten year government security closest to the tenor of the loan, there is no violation Forms online to their account holders. Trading Members of the Stock Exchanges of Section 186(7) of the Companies Act, 2013. may also download electronic Application Forms from the websites of the Stock Participation of any of the aforementioned persons or entities is subject Exchanges. to the applicable statutory and/or regulatory requirements in connection On a request being made by any Applicant before the Issue Closing Date, with the subscription to Indian securities of the nature of the Bonds by physical copies of the Application Form and Prospectus may be obtained from such persons or entities. Applicants are advised to ensure that Applications the Registered Office and the offices of the members of the Consortium. Further, made by them do not exceed the investment limits that they are subject Application Forms will be provided to Trading Members of the Stock Exchanges to under applicable statutory and/or regulatory provisions. Applicants are at their request. advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for 10. Who Can Apply or subscribing to the Bonds pursuant to the Issue. Category I/QIBs* 11. Applications by NRIs Applying on a Non-repatriation Basis • PFIs as defined in Section 2(72) of the Companies Act 2013; We propose to issue Bonds to NRIs on a non-repatriation basis. Applicants • Alternative Investment Funds; that are NRIs should note that only such Applications as are accompanied by • Scheduled commercial banks; payment in Rupees shall be considered for Allotment. An NRI can Apply for Bonds, subject to the conditions and restrictions stipulated under the Foreign • MFs registered with SEBI; Exchange Management (Borrowing or Lending in Rupees) Regulations, 2000, • State industrial development corporations; and other applicable statutory and/or regulatory requirements including the • Insurance companies registered with the IRDA; CBDT Notification. Allotment of Bonds to NRIs applying on a non-repatriation • Provident funds with a minimum corpus of ` 25 crore; basis shall be subject to the following terms and conditions: • Pension funds with a minimum corpus of ` 25 crore; (i) Application Amounts shall be paid either through remittance from outside India through normal banking channels, or by transfer of funds held in • The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II the investor’s Non-resident External (“NRE”)/Non-resident Ordinary dated November 23, 2005 of the GoI, published in the Gazette of India; (“NRO”)/Foreign Currency Non-resident (“FCNR”) account maintained • Insurance funds set up and managed by the army, navy, or air force of the with an authorized dealer in India; and Union of India; and (ii) No payments on the Bonds shall be repatriable outside India; and the • Insurance funds set up and managed by the Department of Posts, India, maturity proceeds and interest on the Bonds shall be credited only to such subject to such being authorized to invest in the Bonds. specified bank account. Category II/Corporates* The Issuer does not make any representations and does not guarantee eligibility • Companies falling within the meaning of Section 2(20) of the Companies of any NRIs for investment in the Issue. All NRI Applicants are required to Act 2013; and verify their eligibility and ensure compliance with all relevant and applicable law, including notifications by the RBI and SEBI pertaining to their eligibility • Limited liability partnerships, statutory corporations, trusts, partnership to invest in the Bonds at the stage of investment in this Issue, at the time of firms in the name of their respective partners, associations of persons, remittance of their Application Amounts as well as at the time of disposal of the co-operative banks, regional rural banks, societies registered under the Bonds. The Issuer will not check or confirm eligibility of such investments in applicable laws in India and other legal entities constituted and/or registered the Issue. under applicable laws in India, that are authorized to invest in Bonds by their respective constitutional and/or charter documents, subject to compliance The Lead Managers and their respective associates and affiliates are permitted with respective applicable laws. to subscribe in the Issue.

10 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 12. Persons not eligible to apply 13. Modes of Making Applications The following persons and entities will not be eligible to participate in the Applicants may use any of the following facilities for making Applications: Issue and any Applications from such persons and entities are liable to be (a) ASBA Applications through the members of the Consortium or Trading rejected: Members of the Stock Exchanges only in the Specified Cities (“Syndicate • Minors not applying through their guardians. It is clarified that a guardian ASBA”). See “- Application For Allotment Of Bonds” on page 164 of the may apply on behalf of a minor, provided that such Applications indicate Prospectus; the names of both the minor, as well as the guardian. It is further clarified (b) ASBA Applications through the Designated Branches of SCSBs. See that it is the responsibility of the Applicant to ensure that the guardians are “Application For Allotment Of Bonds” on page 164 of the Prospectus; and competent to contract under applicable statutory/regulatory requirements; (c) Non-ASBA Applications through Members of the Syndicate or Trading • Persons Resident Outside India and foreign nationals (including FIIs, Members of the Stock Exchanges at centres mentioned in the Application Qualified Foreign Investors and NRIs applying on repatriation basis, but Form. See “- Application For Allotment Of Bonds” on page 164 of the excluding NRIs applying on a non-repatriation basis only); Prospectus. • Venture Capital Funds, as defined and registered with SEBI under APPLICATIONS BY CERTAIN CATEGORIES OF APPLICANTS the Securities and Exchange Board of India (Venture Capital Funds) 14. Applications by MFs Regulations, 1996 and Foreign Venture Capital Investors; No scheme of an MF may invest more than 15.00% of the net asset value of such • Overseas Corporate Bodies; scheme in debt instruments issued by a single company, which are rated not • Persons ineligible to contract under applicable statutory/regulatory below investment grade by a credit rating agency authorized to carry out such requirements; and activity. Such investment limit may be extended to 20.00% of the net asset value of such scheme with the prior approval of the board of trustees and the board of • Any other category of Applicants not provided for under “Issue Procedure- the asset management company. Who can apply?” on page 160 of the Prospectus. A separate Application can be made in respect of each scheme of an MF, and Based on information provided by the Depositories, our Company will have the such Applications will not be treated as multiple Applications. Applications right to accept Applications for Bonds in dematerialized form belonging to an made by the asset management companies or custodians of an MF must clearly account for the benefit of a minor under guardianship. The Registrar to the Issue indicate the name of the scheme for which such Application is being made. In shall verify the foregoing on the basis of records provided by the Depositories case of Applications made by MFs, the Application Form must be accompanied based on the DP ID and Client ID provided by the Applicants in the Application by certified true copies of their (i) certificate of registration with SEBI; (ii) Form and uploaded to the electronic platform of the Stock Exchanges. trusts deed (iii) resolution authorising investment and containing operating instructions; and (iv) specimen signatures of authorized signatories. Failing this, Pursuant to the Foreign Exchange Management (Withdrawal of General our Company reserves the right to accept or reject any Application in whole or Permission to Overseas Corporate Bodies) Regulations, 2003, OCBs are not in part, in either case, without assigning any reason. permitted to invest in the Issue. 15. Applications by Trusts Nothing in the Prospectus shall constitute a solicitation, offer or invitation Applications made by a Trusts settled under the Indian Trusts Act, 1882, or any for the sale of any securities in any jurisdiction where it is unlawful to do so, other statutory and/or regulatory provision governing the settlement of trusts or to any persons ineligible to participate in the Issue. The Bonds have not in India, must be accompanied by a (i) certified true copy of the registered been and will not be registered, listed or otherwise qualified for any offering instrument for creation of such Trusts, (ii) power of attorney, if any, in favour to the public, or to any restricted persons, in any jurisdiction outside India. of one or more trustees thereof; and (iii) such other documents evidencing In particular, the Bonds have not been and will not be registered under registration thereof under applicable statutory/regulatory requirements. Failing the United States Securities Act, 1933 (“Securities Act”) and may not be this, our Company reserves the right to accept or reject any Applications in offered or sold within the United States or to, or for the account or benefit whole or in part, in either case, without assigning any reason. of, ‘U.S. persons’ (as defined in Regulation S under the Securities Act) Further, any trust applying for Bonds must ensure that (a) they are authorized except pursuant to an exemption from, or in a transaction not subject to, under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in bonds, (b) they have obtained all necessary the registration requirements of the Securities Act and applicable state approvals, consents or other authorisations, which may be required under securities laws. Applications in the Issue by persons resident outside applicable statutory and/or regulatory requirements to invest in bonds, and (c) India, including persons based, incorporated, domiciled or resident in the applications made by them do not exceed the investment limits or maximum U.S.A., are liable to be rejected. Prospective investors are advised to seek number of Bonds that can be held by them under applicable statutory and or independent legal, tax and investment advice, as necessary, in order to regulatory provisions. ascertain their eligibility to invest in the Issue and possible consequences 16. Application by Alternative Investments Funds of such investment, and to ensure that they have obtained and are able Application made by Alternative Investments Funds eligible to invest in to furnish copies of all necessary legal or regulatory approvals and proof accordance with the Alternative Investment Funds Regulations, 2012, for of compliance with all prescribed procedures and legal and regulatory Allotment of the Bonds must be accompanied by certified true copies of: (i) their requirements for investing in the Issue, failing which their applications are certificate of registration with SEBI; (ii) a resolution authorising investment and liable to be rejected. All communications and correspondence in relation containing operating instructions, memorandum and articles of associations; and to the Issue, including in relation to dispatch and delivery of Allotment (iii) specimen signatures of authorized signatories. Failing this, our Company Advice, Refund Orders, etc. will be made only to the investors’/Applicants’ reserves the right to accept or reject any Application in whole or in part, in either registered addresses in India. case, without assigning any reason.

NTPC LIMITED 11 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 17. Application by Scheduled Commercial Banks, Co-operative Banks and signature of authorized person, together with copies of any Act/Rules under Regional Rural Banks which they are incorporated. Failing this, our Company reserves the right to Scheduled commercial banks, co-operative banks and regional rural banks can accept or reject any Applications in whole or in part, in either case, without apply in the Issue based on their respective investment limits and approvals. assigning any reason. The Application Form must be accompanied by certified true copies of their 23. Applications under Power of Attorney (i) memorandum and articles of association/charter of constitution; (ii) power In case of Applications made pursuant to a power of attorney by Applicants of attorney; (iii) resolution authorising investments/containing operating in Category I and Category II, a certified copy of the power of attorney or the instructions; (iv) specimen signatures of authorized signatories; and (v) PAN relevant resolution or authority, as the case may be, with a certified copy of Card. Failing this, our Company reserves the right to accept or reject any the memorandum of association and articles of association and/or bye laws Application in whole or in part, in either case, without assigning any reason. must be submitted with the Application Form. In case of Applications made Pursuant to SEBI Circular (No. CIR/CFD/DIL/1/2013) dated January 2, pursuant to a power of attorney by Applicants in Category III and Category IV, 2013, SCSBs making applications on their own account using ASBA facility, a certified copy of the power of attorney must be submitted with the Application should have a separate account in their own name with any other SEBI Form. Failing this, our Company reserves the right to accept or reject any registered SCSB. Further, such account shall be used solely for the purpose Application in whole or in part, in either case, without assigning any reason. of making application in public issues and clear demarcated funds should Our Company, in its absolute discretion, reserves the right to relax the be available in such account for ASBA applications. above condition of attaching the power of attorney with the Application 18. Application by Insurance Companies Forms, subject to such terms and conditions that our Company and the Lead Managers may deem fit. The Application Form must be accompanied by certified copies of their (i) certificate of registration issued by IRDA; (ii) memorandum and articles of 24. Applications by Partnership Firms association; (iii) resolution authorising investment and containing operating The Application must be accompanied by certified true copies of: (i) Partnership instructions; (iv) power of attorney; and (v) specimen signatures of authorized Deed; (ii) Any documents evidencing registration thereof under applicable signatories. Failing this, our Company reserves the right to accept or reject statutory/regulatory requirements; (iii) Resolution authorizing investment and any Application in whole or in part, in either case, without assigning any containing operating instructions (Resolution); (iv) Specimen signature of reason. authorized person. Failing this, our Company reserves the right to accept or 19. Applications by PFIs reject any Applications in whole or in part, in either case, without assigning any reason. In case of Applications by PFIs authorized to invest in the Bonds, the Application Form must be accompanied by certified true copies of: (i) any act/rules under Brokers having online demat account portals may also provide a facility of which they are incorporated; (ii) board resolution authorising investments; submitting the Application Forms (ASBA as well as non-ASBA Applications) and (iii) specimen signature of authorized person. Failing this, our Company online to their account holders. Under this facility, a broker receives an online reserves the right to accept or reject any Applications in whole or in part, in instruction through its portal from the Applicant for making an Application on either case, without assigning any reason. his/her behalf. Based on such instruction, and a power of attorney granted by the Applicant to authorize the broker, the broker makes an Application on behalf of 20. Applications by Provident Funds and Pension Funds the Applicant. In case of Applications by Indian provident funds and pension funds authorized APPLICATION FOR ALLOTMENT OF BONDS to invest in the Bonds, the Application Form must be accompanied by certified true copies of: (i) any Act/rules under which they are incorporated; (ii) power of In terms of Regulation 4(2)(d) of the SEBI Debt Regulations and Section 29(1) attorney, if any, in favour of one or more trustees thereof; (iii) board resolution of the Companies Act 2013, our Company will make the public issue of the authorising investments; (iv) such other documents evidencing registration Bonds in the dematerialized form only. thereof under applicable statutory/regulatory requirements; (v) specimen 25. Submission of ASBA Applications signature of authorized person; (vi) certified copy of the registered instrument Applicants may also apply for Bonds using the ASBA facility. ASBA for creation of such fund/trust; and (vii) tax exemption certificate issued by Applications can be submitted only by Applicants opting for Allotment in income tax authorities, if exempt from income tax. Failing this, our Company dematerialized form. ASBA Applications can be submitted through either of the reserves the right to accept or reject any Application in whole or in part, in either following modes: case, without assigning any reason. a) Physically or electronically to the Designated Branches of SCSB with 21. Applications by National Investment Fund whom the respective ASBA Account of the Applicant is maintained. In case In case of Applications by National Investment Fund, the Application Form must of ASBA Application in physical mode, the ASBA Applicant will submit be accompanied by certified true copies of: (i) resolution authorising investment the Application Form at the relevant Designated Branch of the SCSB. The and containing operating instructions; and (ii) specimen signature of authorized Designated Branch will verify if sufficient funds equal to the Application person. Failing this, our Company reserves the right to accept or reject any Amount are available in the ASBA Account, as mentioned in the ASBA Application in whole or in part, in either case, without assigning any reason. Application, prior to uploading such ASBA Application onto the electronic 22. Applications by Companies, Limited Liability Partnerships and Bodies platform of the Stock Exchanges. If sufficient funds are not available Corporate in the ASBA Account, the respective Designated Branch will reject such ASBA Application and will not upload such ASBA Application In case of Applications by companies, limited liability partnerships and bodies in the electronic platform of the Stock Exchanges. If sufficient funds corporate, the Application Form must be accompanied by certified true copies of: (i) board resolution/resolution authorising investments; and (ii) specimen are available in the ASBA Account, the Designated Branch will block an 12 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS amount equivalent to the Application Amount and upload details of the However, in case of Syndicate ASBA, the relevant branches of SCSBs at ASBA Application on the electronic platform of the Stock Exchanges, and Specified Cities can accept ASBA Applications from the Members of the thereafter will stamp the Application Form. In case of Application in the Syndicate or Trading Members of the Stock Exchanges, as the case may be, electronic mode, the ASBA Applicant will submit the ASBA Application after the closing time of acceptance of Applications on the Issue Closing either through the internet banking facility available with the SCSB, or such Date. For further information on the Issue programme, see “Terms of the other electronically enabled mechanism for application and blocking funds Issue – Issue Period” on page 145 of the Prospectus. in the ASBA Account held with SCSB, and accordingly registering such (c) In case of Applications through Syndicate ASBA, the physical Application ASBA Applications. Form will bear the stamp of the Members of the Syndicate or Trading b) Physically through the members of the Syndicate or Trading Members of the Members of the Stock Exchanges, as the case may be; if not, the same will Stock Exchanges only at the Specified Cities, through the Syndicate ASBA be rejected. Application Forms submitted directly to the SCSBs should mechanism. ASBA Applications submitted to the members of the Syndicate bear the stamp of the SCSBs, if not, the same are liable to be rejected. or Trading Members of the Stock Exchanges at the Specified Cities will 27. ASBA Applicants can invest in dematerialized form only. not be accepted if the SCSB where the ASBA Account, as specified in the For instructions pertaining to completing Application Form please see ASBA Application, is maintained has not named at least one branch at that “General Instructions” on page 166 of the Prospectus. Specified City for the Members of the Syndicate or Trading Members of the Stock Exchanges, as the case may be, to deposit ASBA Applications. Submission of Non-ASBA Applications for the Bonds in dematerialized A list of such branches is available at www.sebi.gov.in/sebiweb/home/ form: Applicants must use the Application Form, which will be serially list/5/33/0/0/Recognized-Intermediaries. numbered, bearing the stamp of the relevant member of the Syndicate or Trading Member of the Stock Exchanges at centres mentioned in the Application Form, On receipt of the Application Form by the members of the Syndicate as the case may be, from whom such Application Form is obtained. Such or Trading Members of the Stock Exchanges, as the case may be, Application Form must be submitted to the relevant Member of the Syndicate an acknowledgement will be issued by giving the counter-foil of the or Trading Member of the Stock Exchanges, as the case may be, with the Application Form with the dated stamp to the ASBA Applicant as proof of cheque or bank draft for the Application Amount, before the closure of the Issue having accepted the Application. Thereafter, the details of the Application Period. The Stock Exchanges may also provide Application Forms for being will be uploaded in the electronic platform of the Stock Exchanges and the downloaded and filled. Accordingly, Applicants may download Application Application Form will be forwarded to the relevant branch of the SCSB, Forms and submit the completed Application Forms together with cheques/ in the relevant Specified City, named by such SCSB to accept such ASBA demand drafts to the members of the Syndicate or Trading Member of the Stock Applications from the Members of the Syndicate or Trading Members of the Exchanges at centres mentioned in the Application Form. On submission of the Stock Exchanges, as the case may be. A list of such branches is available completed Application Form, the relevant members of the Syndicate or Trading at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized-Intermediaries. Member of the Stock Exchanges, as the case maybe, will upload the Application On receipt of the ASBA Application, the relevant branch of the SCSB will Form on the electronic platform provided by the Stock Exchanges, and once an perform verification procedures and check if sufficient funds equal to the Application Form has been uploaded, issue an acknowledgement of such upload Application Amount are available in the ASBA Account, as mentioned by stamping the acknowledgement slip attached to the Application Form with in the ASBA Form. If sufficient funds are not available in the ASBA the relevant date and time and return the same to the Applicant. Thereafter, the Account, the relevant ASBA Application is liable to be rejected. If Application Form together with the cheque or bank draft will be forwarded to the sufficient funds are available in the ASBA Account, the relevant branch Escrow Collection Bank(s) for realisation and further processing. of the SCSB will block an amount equivalent to the Application Amount mentioned in the ASBA Application. The Application Amount will remain The duly stamped acknowledgment slip will serve as a duplicate Application blocked in the ASBA Account until approval of the Basis of Allotment and Form for the records of the Applicant. The Applicant must preserve the consequent transfer of the amount against the Allotted Bonds to the Public acknowledgment slip and provide the same in connection with: (a) any Issue Account(s), or until withdrawal/failure of the Issue or withdrawal/ cancellation/withdrawal of their Application; (b) queries in connection with rejection of the Application Form, as the case may be. Allotment and/or refund(s) of Bonds; and/or (c) all investor grievances/ complaints in connection with the Issue. 26. ASBA Applicants must note that: For instructions pertaining to completing Application Form please see “- (a) Physical Application Forms will be available with the Designated Branches General Instructions” on page 166 of the Prospectus. of SCSBs and with the members of the Syndicate at the Specified Cities; and electronic Application Forms will be available on the websites of the SCSBs INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM and the Stock Exchanges at least one day prior to the Issue Opening Date. 28. General Instructions Trading Members of the Stock Exchanges can download Application Forms (a) Applications must be made only in the prescribed Application Form. from the websites of the Stock Exchanges. Application Forms will also be provided to Trading Members of the Stock Exchanges at their request. The (b) Applications must be completed in block letters in English as per the Application Forms would be serially numbered. Further, the SCSBs will instructions contained in the Prospectus, the Prospectus, the Abridged ensure that the Abridged Prospectus is made available on their websites as well. Prospectus and the Application Form. (b) The Designated Branches of SCSBs will accept ASBA Applications directly (c) Application should be in single or joint names (not exceeding 3 names). In from ASBA Applicants only during the Issue Period. The SCSB will not case of Applications in joint names for Allotment of Bonds in dematerialized accept any ASBA Applications directly from ASBA Applicants after the form, the names should be in the same order as appearing in the records of closing time of acceptance of Applications on the Issue Closing Date. the DP.

NTPC LIMITED 13 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS (d) If the Application is submitted in joint names, the Application Form should dematerialized form, whose beneficiary accounts are inactive, will be contain only the name of the first Bidder whose name should also appear rejected. as the first holder of the Depository account held in joint names. Ifthe On the basis of the DP ID and Client ID provided by the Applicant in the Depository account is held in joint names, the Application Form should Application Form for Allotment in dematerialized form and entered into the contain the name and PAN of the person whose name appears first in the electronic system of the Stock Exchanges, the Registrar to the Issue will obtain Depository account and signature of only this person would be required in from the Depositories the Demographic Details of the Applicant including PAN, the Application Form. This Applicant would be deemed to have signed on address, bank account details for printing on refund orders/sending refunds behalf of joint holders and would be required to give confirmation to this through electronic mode, MICR code and occupation. These Demographic effect in the Application Form. Details would be used for giving Allotment Advice and refunds (including (e) Applications must be for minimum of 5 Bonds and in multiples of one Bond through physical refund warrants, direct credit, NECS, NEFT and RTGS), if any, thereafter. to the Applicants. Hence, Applicants are advised to immediately update their (f) Thumb impressions and signatures other than in English/Hindi/Gujarati/ Demographic Details as appearing on the records of the DP and ensure that they Marathi or any of the other languages specified in the 8th Schedule to the are true and correct, and carefully fill in their Beneficiary Account details in the Constitution of India must be attested by a Magistrate or Notary Public or a Application Form. Failure to do so could result in delays in dispatch/credit Special Executive Magistrate under his official seal. of refunds to Applicants and delivery of Allotment Advice at the Applicants’ sole risk, and neither our Company, the Members of the Syndicate, Trading (g) Applicants should hold a valid PAN allotted under the Income Tax Act and Members of the Stock Exchanges, Escrow Collection Bank(s) at centres mention it in the Application Form. mentioned in the Application Form, SCSBs, Registrar to the Issue nor the (h) Applicants must tick the relevant box for the ‘Category of Investor’ provided Stock Exchanges will bear any responsibility or liability for the same. in the Application Form. The Demographic Details would be used for correspondence with the Applicants (i) Applicants must tick the relevant box for the ‘Mode of Application’ provided including mailing of Allotment Advice and printing of bank particulars on in the Application Form, choosing either ASBA or Non-ASBA mechanism. refund orders or for refunds through electronic transfer of funds, as applicable. (j) ASBA Applicants should correctly mention the ASBA Account number Allotment Advice and physical refund orders would be mailed at the address and ensure that funds equal to the Application Amount are available in the (in India) of the Applicant as per Demographic Details received from the ASBA Account. Depositories. Delivery of refund orders/Allotment Advice may be delayed if (k) Applications should be made by the karta in case of HUFs. Applicants are the same once sent to the address obtained from the Depositories are returned required to ensure that the PAN details of the HUF are mentioned and not undelivered. In such event, the address and other details provided by the those of the Karta. Applicant (other than ASBA Applicants) in the Application Form would be used only to ensure dispatch of refund orders. In case of refunds through electronic (l) No separate receipts will be issued for the Application Amount payable modes detailed in the Prospectus, refunds may be delayed if bank particulars on submission of the Application Form. However, the members of the obtained from the DP are incorrect. Any such delay will be at such Applicants’ Consortium, Trading Members of the Stock Exchanges at centres mentioned sole risk and neither our Company, the Members of the Syndicate, Trading in the Application Form or the Designated Branches of the SCSBs, as the Members of the Stock Exchanges, Escrow Collection Bank(s) at centres case may be, will acknowledge the receipt of the Application Forms by mentioned in the Application Form, SCSBs, Registrar to the Issue nor the stamping the date and returning to the Applicants an acknowledgement slip Stock Exchanges will be liable to compensate the Applicant for any losses which will serve as the duplicate of the Application Form for the records of caused to the Applicant due to any such delay, or to pay any interest for the Applicant. such delay. Our Company, the members of the Syndicate, Trading Members of the In case of Applications made under power of attorney, our Company in its Stock Exchanges at centres mentioned in the Application Form, Designated absolute discretion, reserves the right to permit the holder of the power of Branches of SCSBs, and the Registrar to the Issue will not be liable for attorney to request the Registrar to the Issue that for the purpose of printing errors in data entry due to submission of incomplete or illegible Application particulars on the refund order and mailing of refund orders/Allotment Advice, Forms. the Demographic Details obtained from the Depository of the Applicant will be 29. Applicant’s Beneficiary Account and Bank Account Details used. By signing the Application Form, the Applicant would be deemed to have Applicants applying for Allotment in dematerialized form must mention their authorized the Depositories to provide to the Registrar to the Issue, on request, DP ID and Client ID in the Application Form, and ensure that the name provided the required Demographic Details available on their records. The Demographic in the Application Form is exactly the same as the name in which the Beneficiary Details provided by the Applicant in the Application Form would not be used for Account is held. In case the Application Form for Allotment in dematerialized any purpose by the Registrar to the Issue except in relation to the Issue. form is submitted in joint names, it should be ensured that the Beneficiary With effect from August 16, 2010, the beneficiary accounts of Applicants for Account is held in the same joint names and in the same sequence in which whom PAN details have not been verified shall be suspended for credit and no they appear in the Application Form. In case the DP ID, Client ID and PAN credit of Bonds pursuant to the Issue will be made into the accounts of such mentioned in the Application Form for Allotment in dematerialized form Applicants. Application Forms submitted by Applicants whose beneficiary and entered into the electronic system of the Stock Exchanges do not match accounts are inactive shall be rejected. Furthermore, in case no corresponding with the DP ID, Client ID and PAN available in the Depository database record is available with the Depositories, which matches the 3 parameters, or in case PAN is not available in the Depository database, the Application namely, DP ID, Client ID and PAN, then such Application are liable to be Form for Allotment in dematerialized form is liable to be rejected. Further, rejected. Application Forms submitted by Applicants applying for Allotment in 14 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 30. PAN the aforesaid minimum Application size will be deemed as an invalid Any Application Form without mention of the PAN (or submitting the application and shall be rejected. Please note that multiple Applications by GIR number instead of the PAN) is liable to be rejected, irrespective of an Applicant being an individual or the karta of an HUF aggregating to a value the amount of transaction. In accordance with circular (No. MRD/DoP/Cir- exceeding ` 10 lakh shall deem such Applicant to be a Category III Applicant 05/2007) dated April 27, 2007 issued by SEBI, the PAN would be the sole and all such Applications shall be grouped in the Category III Portion, for the identification number for the participants transacting in the Indian securities purpose of determining the basis of Allotment to such Applicant. Applications market, irrespective of the amount of transaction. Further, with effect from made by any person in individual capacity and in capacity as a karta of an HUF August 16, 2010, beneficiary accounts of Applicants for whom PAN details have and/or as second or third Applicant, as the case may be, in case of Applications not been verified have been suspended for credit and no credit of Bonds pursuant made in joint names will not be treated as multiple Applications. Moreover, a to the Issue will be made into the accounts of such Applicants. Therefore, the separate Application can be made in respect of each scheme of an MF and such Applicant (in the case of Applications made in joint names, the first Applicant) Applications will not be treated as multiple Applications. should mention the PAN allotted under the Income Tax Act in the Application 33. Dos: Form. For minor Applicants applying through the guardian, it is mandatory to 1. Check if you are eligible to apply as per the terms of the Prospectus, the mention the PAN of minor Applicant. However, Applications on behalf of the Prospectus, the Abridged Prospectus, the Application Form and applicable officials of the GoI or any State Government and officials appointed bythe law. courts in terms of circular (No. MRD/DoP/Cir-20/2008) dated June 30, 2008 2. Read all the instructions carefully and complete the Application Form in the issued by SEBI and Applicants residing in the state of Sikkim may be exempt prescribed form from the requirement to specify their PAN for transacting in the Indian securities market in terms of circular (No. MRD/DoP/Dep/Cir-09/06) dated July 20, 2006 3. Ensure that you have obtained all necessary approvals from the relevant issued by SEBI. However, the exemption for the officials of the GoI or any State statutory and/or regulatory authorities to apply for, subscribe to and/or seek Government and officials appointed by the courts and for Applicants residing in Allotment of Bonds pursuant to the Issue. the State of Sikkim is subject to the DPs verifying the veracity of such claims 4. If the Application Form is submitted in joint names, the Application Form by collecting sufficient documentary evidence in support of their claims. At the should contain only the name of the first Bidder whose name should also time of ascertaining the validity of these Applications, the Registrar to the Issue appear as the first holder of the Depository account held in joint names. will check under the Depository records for the appropriate description under the 5. Ensure that signatures other than in the languages specified in theth 8 PAN field, i.e., either Sikkim category or exempt category. Schedule to the Constitution of India are attested by a Magistrate or a 31. Joint Applications Notary Public or a Special Executive Magistrate under official seal. Applications by Applicants applying for Allotment in dematerialized form 6. In case of an HUF applying through its karta, the Applicant is required to can be in single or joint names (not exceeding 3). If the Application Form is specify the name of an Applicant in the Application Form as “XYZ HUF submitted in joint names, the Application Form should contain only the name applying through PQR”, where PQR is the name of the karta. of the first Bidder whose name should also appear as the first holder ofthe 7. Ensure that the Application Forms (for non-ASBA Applicants) are submitted Depository account held in joint names. In case of Applications in joint names at the Collection Centres provided in the Application Forms, bearing the for Allotment of Bonds, the names of the Applicants should be the same and stamp of a Member of the Syndicate or a Trading Members of the Stock appearing in the same order as on the records of the DP. In case of Applications Exchange, as the case may be. in joint names, any payments will be made out in favour of the first Applicant 8. Ensure that the DP ID, Client ID and PAN mentioned in the Application and any communications will be addressed to the first Applicant whose name Form are correct and match the details available in the Depository’s should also appear as the first holder of the Depository account held in joint database, and that the beneficiary account is activated for Allotment/trading names. If the Depository account is held in joint names, the Application Form of Bonds in dematerialized form. should contain the name and PAN of the person whose name appears first in the Depository account and signature of only this person would be required in the 9. Ensure that you have been given a transaction registration slip (“TRS”) and Application Form. This Applicant would be deemed to have signed on behalf an acknowledgment as proof of having accepted the Application Form. of joint holders and would be required to give confirmation to this effect in the 10. Ensure that the name(s) provided in the Application Form is exactly the Application Form. same as the name(s) in which the beneficiary account is held with the DP. 32. Additional/Multiple Applications In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in For purposes of Allotment of Bonds in the Issue, Applications will be grouped the same sequence in which they appear in the Application Form. based on the PAN, i.e., Applications under the same PAN will be grouped together and treated as one Application. 2 or more Applications will be deemed 11. Except in the case of ASBA Applications, Applicants are requested to write to be multiple Applications if the sole or first applicant is one and the same. their names and Application serial number on the reverse of the instruments For the sake of clarity, 2 or more applications shall be deemed to be a multiple by which the payments are made. Application for the aforesaid purpose if the PAN number of the sole or the first 12. Tick the relevant box for the ‘Category of Investor’ provided in the applicant is one and the same. Application Form. An Applicant is allowed to make one or more Applications for the Bonds, 13. Tick the relevant box for the ‘Mode of Application’ provided in the subject to a minimum Application size of 5 Bonds (` 5,000) (individually or Application Form, choosing either ASBA or Non-ASBA mechanism. collectively, across all Series of Bonds) and in multiples of 1 Bond (` 1,000) 14. Ensure that the Application Forms are submitted to a Member of the thereafter, for each Application. Any Application for an amount below Syndicate or Trading Member of a Stock Exchange, as the case may be, NTPC LIMITED 15 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS for Applications other than ASBA Applications, before the closure of 16. Do not make an Application for the Bonds if you are not a resident of India, Application hours on the Issue Closing Date. See “Terms of the Issue – unless you are an NRI applying on a non-repatriation basis. Issue Period” on page 145 of the Prospectus. 17. Do not make an Application for the Bonds if you are an NRI applying on a 15. In case of revision of an Application during the Issue Period, ensure that repatriation basis. you have first withdrawn your original Application and then submit a fresh Additional Instructions Specific to ASBA Applicants Application. 35. Dos: 16. Ensure that the Demographic Details including PAN are updated, true and 1. Check if you are eligible to apply under ASBA; correct in all respects. 2. Ensure that you tick the ASBA option in the Application Form and provide 17. It shall be mandatory for Applicants to furnish their PAN and any Application correct details of your ASBA Account including bank account number/bank Form, without mention of the PAN is liable to be rejected, irrespective of the name and branch; amount of transaction. 3. Ensure that your Application Form is submitted either at a Designated Branch 34. Don’ts: of a SCSB where the ASBA Account is maintained or with the Members of 1. Do not apply if you are not competent to contract under the Indian Contract the Syndicate or Trading Members of the Stock Exchanges at the Specified Act, 1872, or if you are otherwise ineligible to acquire Bonds under Cities, and not directly to the Escrow Collection Bank(s) (assuming that applicable law or your relevant constitutional documents or otherwise. such bank is not an SCSB) or to our Company or the Registrar to the Issue; 2. Do not apply such that the number of Bonds applied for exceeds the Issue 4. Before submitting physical Application Form with the Member of the Size, and/or investment limit applicable to you under applicable laws or Syndicate at the Specified Cities ensure that the SCSB, whose name has regulations. been filled in the Application Form, has a branch in that centre. 3. Do not make an Application for lower than the minimum Application size. 5. In case of ASBA Applications through Syndicate ASBA, before submitting 4. Do not send Application Forms by post; instead submit the same to the physical Application Form to a Member of the Syndicate, at the a member of the Syndicate, Trading Member of a Stock Exchange or Specified Cities or Trading Member of the Stock Exchanges, ensure that Designated Branch of an SCSB, as the case may be. Applicants other than the SCSB where the ASBA Account, as specified in the Application Form, ASBA Applicants should not submit the Application Form directly to the is maintained has named at least one branch in that specified city for the Escrow Collection Bank(s). Members of the Syndicate or Trading Members of the Stock Exchanges, 5. Do not submit incorrect details of the DP ID, Client ID and PAN or provide as the case may be, to deposit Application Forms (A list of such branches details for a beneficiary account which is suspended or for which details is available at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized- cannot be verified by the Registrar to the Issue. Intermediaries); 6. Do not pay the Application Amount in cash, by money order or by postal 6. Ensure that the Application Form is signed by the ASBA Account holder in order or by stockinvest. case the ASBA Applicant is not the account holder; 7. Do not submit the Application Forms without the full Application Amount 7. Ensure that the ASBA Account holder has funds equal to the Application for the number of Bonds applied for. Amount in the ASBA Account before submitting the Application Form; 8. Do not submit Applications on plain paper or on incomplete or illegible 8. Ensure that you have correctly ticked, provided or checked the authorization Application Forms. box in the Application Form, or otherwise have provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account 9. Do not submit an Application in case you are not eligible to acquire Bonds equivalent to the Application Amount mentioned in the Application Form; under applicable law or your relevant constitutional documents or otherwise. 9. In terms of SEBI Circular (No. CIR/CFD/DIL/1/2013) dated January 10. Do not submit an Application that does not comply with the securities law 2, 2013, SCSBs making applications on their own account using ASBA of your respective jurisdiction. facility, should have a separate account in their own name with any other 11. Do not submit the GIR number instead of the PAN as the Application is SEBI registered SCSB. Further, such account shall be used solely for the liable to be rejected on this ground; purpose of making application in public issues and clear demarcated funds 12. Do not submit an Application to the Escrow Collection Bank(s), unless should be available in such account for ASBA applications; and such Escrow Collection Bank is a Designated Branch of a SCSB where the 10. Ensure that you have received an acknowledgement from the Designated ASBA Account is maintained, in case of ASBA Application. Branch or the Member of the Syndicate or Trading Member of the Stock 13. Do not apply if you are a person ineligible to apply for Bond under the Issue Exchange, as the case may be for submission of the Application Form. including Applications by Persons Resident Outside India, (including FIIs, 36. Don’ts: Qualified Foreign Investors and NRIs applying on a repatriation basis but 1. Do not submit the Application Amount in any mode other than through excluding NRIs applying on a non-repatriation basis only); blocking of Application Amount in the ASBA Accounts; 14. Applicants other than ASBA Applicants should not submit the Application 2. Do not submit the Application Form to the Members of the Syndicate or Form directly to the Escrow Collection Banks/Bankers to the Issue, and the Trading Members of the Stock Exchanges, as the case may be, at a location same will be rejected in such cases; and other than the Specified Cities; 15. Do not make an Application for the Bonds on multiple copies taken of a 3. Do not send your physical Application Form by post; instead submit the single form. same to a Designated Branch of an SCSB or Member of the Syndicate

16 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

or Trading Members of the Stock Exchanges, as the case may be, at the Type of Investors Documents to be submitted with Specified Cities; and application form 4. Do not submit more than 5 Application Forms per ASBA Account. MFs The Application must be also ASBA Applications submitted to the Members of the Syndicate or Trading accompanied by certified true copies Members of the Stock Exchanges at the Specified Cities will not be accepted of: if the SCSB where the ASBA Account, as specified in the Application • SEBI registration certificate and Form, is maintained has not named at least one branch at that specified trust deed; city for the Members of the Syndicate or Trading Members of the Stock • Resolution authorizing Exchanges, as the case may be, to deposit such Application Forms. A list investment and containing of such branches is available at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ operating instructions; and Recognized-Intermediaries. See “- Rejection of Applications” on page 175 of • Specimen signature of the Prospectus for information on rejection of Applications. authorized person. The Applicant shall be responsible for providing the above information and Applicants through a power of The Application must be also KYC documents accurately. Delay or failure in credit of payments or receipt attorney under Category I and II accompanied by certified true copies of Allotment Advice or Bond certificates due to inaccurate or incomplete of: details shall be at the sole risk of the Applicants and the Lead Managers, • A certified copy of the power our Company and the Registrar to the Issue shall have no responsibility and of attorney or the relevant undertake no liability in this relation. resolution or authority, as the 37. Consolidated list of documents required for various categories case may be; For the sake of simplicity we hereby provide the details of documents required • A certified copy of the to be submitted by various categories of Applicants while submitting the memorandum of association and Application Form: articles of association and/or bye laws and/or charter documents, Type of Investors Documents to be submitted with as applicable; and application form PFIs, commercial banks authorized The Application must be • Specimen signature of power to invest in the Bonds, companies accompanied by certified true copies of attorney holder/authorized and bodies corporate registered under of: signatory as per the relevant resolution. the applicable laws in India and • The act/rules under which they Resident Indian individuals under N.A. authorized to invest in the Bonds; State are incorporated or constituted; Categories III and IV Industrial Development Corporations; • Board resolution authorizing Resident HUF under Category III and The Application must be also Companies and societies registered investments; and under the applicable laws in India and Category IV accompanied by certified true copies • Specimen signature of authorized to invest in the Bonds of: authorized person. • Self-attested copy of PAN card Insurance companies registered with The Application must be of HUF; the IRDA accompanied by certified copies of • Bank details of HUF, including • The act/rules under which they copy of pass-book/bank are incorporated; statement/cancelled cheque • Registration documents (i.e. indicating HUF status of the IRDA registration); applicant; and • Resolution authorizing • Self-attested copy of proof of investment and containing address of karta, identity proof operating instructions; and of karta. • Specimen signature of Applications through a power of The Application must be also authorized person. attorney under Category III and accompanied by certified true copies Provident funds, pension Funds and The Application must be Category IV of a certified copy of the power of National Investment Fund accompanied by certified true copies attorney. of: • The act/rules under which they are incorporated or constituted; • Board resolution authorizing investments; and • Specimen signature of authorized person. NTPC LIMITED 17 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Type of Investors Documents to be submitted with Application, in accordance with SEBI circular CIR/CFD/DIL/12/2012 dated application form September 13, 2012. Partnership firms in the name of The Application must be also ASBA Applicants should ensure that they have funds equal to the Application the partners and limited Liability accompanied by certified true copies Amount in the ASBA Account before submitting the ASBA Application to partnerships of: the Members of the Syndicate or Trading Members of the Stock Exchanges, • Partnership deed; as the case may be, at the Specified Cities or to the Designated Branches of SCSBs. An ASBA Application where the corresponding ASBA Account does • Any documents evidencing not have sufficient funds equal to the Application Amount at the time of registration thereof under blocking the ASBA Account is liable to be rejected. applicable statutory/regulatory requirements; The Application Amount will remain blocked in the ASBA Account until • Resolution authorizing approval of the Basis of Allotment and consequent transfer of the amount to investment and containing the Public Issue Account(s), or until withdrawal/failure of the Issue or until operating instructions; and withdrawal/rejection of the Application Form, as the case may be. Once the Basis of Allotment is approved, the Registrar to the Issue will send an appropriate • Specimen signature of request to the controlling branch of the SCSB for unblocking the relevant authorized person. ASBA Accounts and for transferring the amount pertaining to Bonds allocable Applications by NRIs The Application must be also to the successful ASBA Applicants to the Public Issue Account(s). In case of accompanied by certified true copies withdrawal/failure of the Issue/refund, the blocked amount will be unblocked on of: receipt of such information from the Registrar to the Issue. • A certificate from the issuing 39. Escrow Mechanism for Applicants other than ASBA Applicants bank confirming that the demand draft has been drawn on an NRE/ We shall open Escrow Accounts with one or more Escrow Collection Banks in NRO/FCNR account. whose favour the Applicants (except for ASBA Applicants) shall draw cheques • A PIO Card (if the NRI is a or demand drafts. All Applicants would be required to pay the full Application Person of Indian Origin). Amount at the time of the submission of the Application Form. Cheques or demand drafts for the Application Amount received from Applicants would be PAYMENT INSTRUCTIONS deposited by the Members of the Syndicate and Trading Members, as the case The entire Application Amount is payable at the time of submitting the may be, in the Escrow Accounts. Application Form. In case of ASBA Applicants, an amount equivalent to the Each Applicant (except for ASBA Applicants) shall draw a cheque or demand entire Application Amount will be blocked in the relevant ASBA Account. In draft for the Application Amount as per the following terms: case of Allotment of a lesser number of Bonds than applied for, our Company (i) a) Payment instruments for payment into the Escrow Accounts should be will refund the excess amount paid on Application to the Applicant (or the drawn in favour of: excess amount shall be unblocked in the ASBA Account, as the case may be). • In case of Resident Applicants: “NTPC Bonds 2015 Escrow Account” 38. Payment mechanism for ASBA Applicants • In case of NRIs applying on a non-repatriation basis: “NTPC Bonds ASBA Applicants are required to specify the ASBA Account number in the 2015 Escrow Account NRI”. Application Form. ASBA Applications submitted to the Members of the b) Payments should be made by cheque, or a demand draft drawn on any Syndicate or Trading Members of the Stock Exchanges at the Specified Cities bank (including a co-operative bank), which is situated at, and is a will be uploaded onto the electronic platform of the Stock Exchanges and member of or sub-member of the bankers’ clearing house located at the deposited with the relevant branch of the SCSB at the specified city named centre where the Application Form is submitted. Outstation cheques/ by such SCSB to accept such ASBA Applications from the Members of the bank drafts drawn on banks not participating in the clearing process Syndicate or Trading Members of the Stock Exchanges, as the case may be (A will not be accepted and Applications accompanied by such cheques or list of such branches is available at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ bank drafts are liable to be rejected. Recognized-Intermediaries). The relevant branch of the SCSB will perform verification procedures and block an amount in the ASBA Account equal to the c) The monies deposited in the Escrow Account will be held for the Application Amount specified in the ASBA Application. benefit of the Applicants until the Designated Date. For ASBA Applications submitted directly to the SCSBs, the relevant SCSB d) On the Designated Date, the Escrow Collection Banks shall transfer will block an amount in the ASBA Account equal to the Application Amount the funds from the Escrow Accounts as per the terms of the Escrow specified in the ASBA Application, before entering the ASBA Application into Agreement into the Public Issue Account(s). The Escrow Collection the electronic platform. SCSBs may provide the electronic mode of Application Banks shall also, upon receipt of instructions from the Lead Managers either through an internet enabled application and banking facility or such other and the Registrar to the Issue, transfer all amounts payable to Applicants, secured, electronically enabled mechanism for application and blocking of who have not been allotted Bonds to the Refund Account(s). funds in the ASBA Account. For ASBA Applications, the SCSBs, will block The Escrow Collection Bank(s) shall transfer the funds from the Escrow Account Application Amount only against/in a funded deposit account and ensure that into the Public Issue Account(s), as per the terms of the Escrow Agreement and clear demarcated funds are available for ASBA Applications and no lien shall the Prospectus. be marked against credit limits/overdraft facility of account holders for ASBA All cheques/bank drafts accompanying the Application should be crossed “A/c. Payee only”. 18 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Application Amounts paid through the online payment facility of the Stock • Applications for a number of Bonds which is not in a multiple of one. Exchanges will also be deposited in the Escrow Account(s). However, our Company may Allot Bonds upto lower integer if such The Escrow Collection Bank(s) will maintain the monies in the Escrow Application Amount exceeds the minimum application size. Account(s) until documents for creation of security for the Bonds are executed. • Submission of more than 5 ASBA Applications per ASBA Account. The Escrow Collection Bank(s) will not exercise any lien whatsoever over • PAN not mentioned in the Application Form, except for Applications by or the monies deposited therein and will hold the monies therein in trust for the on behalf of the Central or State Government and the officials appointed by Applicants. On the Designated Date, the Escrow Collection Bank(s) will transfer the courts and by Applicants residing in the State of Sikkim, provided such the funds represented by Allotment of Bonds (other than in respect of Allotment claims have been verified by the DPs. to successful ASBA Applicants) from the Escrow Account(s), as per the terms • GIR number furnished instead of PAN. of the Escrow Agreement, into the Public Issue Account(s), provided that our Company will have access to such funds only after receipt of final listing • DP ID, Client ID and bank account not mentioned in the Application Form. and trading approvals from the Stock Exchanges and execution of the Bond • ASBA Applications not having details of the ASBA Account to be blocked. Trust Deed. The balance amount after transfer to the Public Issue Account(s) • Authorisation to the SCSB for blocking funds in the ASBA Account not will be transferred to the Refund Account. Payments of refund to the relevant provided. Applicants will be made from the Refund Account as per the terms of the Escrow • Signature of sole Applicant missing, or, in case of joint Applicants, the Agreement and the Prospectus. Application Forms not being signed by the first Applicant (as per the order 40. Payment by cash/stockinvest/money order appearing in the records of the Depository). Payment through cash/stockinvest/money order will not be accepted in the Issue. • ASBA Application Forms not signed by the ASBA Account holder, if the 41. Online Applications ASBA Account holder is different from the Applicant. Our Company may decide to offer an online Application facility for the Bonds, as and • Application Forms submitted to the Members of the Syndicate or Trading when permitted by applicable laws, subject to the terms and conditions prescribed. Members of the Stock Exchanges does not bear the stamp of the relevant 42. REJECTION OF APPLICATION Member of the Syndicate or Trading Member of the Stock Exchanges, as the case may be. ASBA Applications submitted directly to the Designated Our Company reserves its full, unqualified and absolute right to accept or reject Branches of SCSBs does not bear the stamp of the SCSB and/or the any Application in whole or in part and in either case without assigning any Designated Branch and/or Member of the Syndicate or Trading Members of reason thereof. Applications would be liable to be rejected on one or more the Stock Exchanges, as the case may be. technical grounds, including but not restricted to the following: • In case of Allotment in dematerialized form, if the corresponding records • Applications where a registered address in India is not provided for the available with the Depositories do not match the 3 parameters of DP ID, Applicant. Client ID and PAN for the Applicant, or if PAN is not available in the • Applications without a valid demat account for the Applicant. Depository database. • Applications by persons who are not eligible to acquire Bonds of our • With respect to ASBA Applications, inadequate funds in the ASBA Account Company in terms of applicable laws, rules, regulations, guidelines and to enable the SCSB to block the Application Amount specified in the ASBA approvals, including Applications by persons not competent to contract Application Form at the time of blocking such Application Amount in the under the Contract Act (including a minor not applying through a guardian) ASBA Account or no confirmation is received from the SCSB for blocking and Applications by OCBs. of funds. • In case of partnership firms, Bonds may be registered in the names of the • Applications by persons debarred from accessing capital markets, by SEBI individual partners and no firm as such will be entitled to apply. However, a or any other regulatory authority. limited liability partnership firm can apply in its own name. • Applications not uploaded on the terminals of the Stock Exchanges. • In case of Applications under power of attorney or by corporates, trusts, • Applications uploaded after the expiry of the allocated time on the Issue societies and so on, if relevant documents are not submitted. Closing Date, unless extended by the Stock Exchanges, as applicable. • Applications accompanied by stockinvest/money order/postal order/cash. • Applications by Applicants whose beneficiary accounts have been • Applications for an amount below the minimum Application size. ‘suspended for credit’ pursuant to the circular issued by SEBI on July 29, • Applications for amounts greater than the maximum permissible amounts 2010 bearing number CIR/MRD/DP/22/2010. prescribed by the regulations and applicable law or than the Issue Size. • ASBA Applications submitted to the Members of the Syndicate or Trading However, our Company may Allot Bonds up to the maximum permissible Members of the Stock Exchanges at locations other than the Specified limit under applicable law. Cities or at a Designated Branch of a SCSB where the ASBA Account is • Applications without payment of the entire Application Amount. However, not maintained, and ASBA Applications submitted directly to an Escrow our Company may Allot Bonds up to the value of Application Amounts Collection Bank (assuming that such bank is not a SCSB), to our Company paid, if such Application Amounts exceed the minimum Application size or the Registrar to the Issue. prescribed hereunder. • Application Forms not delivered by the Applicant within the time prescribed • Application Amount paid being higher than the value of Bonds Applied as per the Application Form and the Prospectus and as per the instructions in for. However, our Company may Allot Bonds up to the number of Bonds the Application Form and the Prospectus. Applied for, if the value of such Bonds Applied for exceeds the minimum Application size. NTPC LIMITED 19 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS • Application Form accompanied with more than one payment instructions/ (b) In case of apparent data entry error by the Lead Managers, Members of the cheque. Syndicate, Trading Members of the Stock Exchanges, Escrow Collection • Date of Birth for first/sole Applicant for persons applying for Allotment not Bank(s) or Designated Branches of SCSBs, as the case may be, in entering mentioned in the Application Form. the Application Form number in their respective schedules other things remaining unchanged, the Application Form may be considered as valid and • SCSB making an ASBA application (a) through an ASBA Account such exceptions may be recorded in minutes of the meeting submitted to the maintained with its own self or (b) through an ASBA account maintained Designated Stock Exchange. through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its own name, which (c) The Stock Exchanges will offer an electronic facility for registering ASBA Account is not utilized for the purpose of applying in public issue. Applications, which will be available during the Issue Period on the terminals of the members of the Syndicate, Trading Members of the Stock Exchanges • With respect to non-ASBA Applicants, Applications where clear funds are and the SCSBs. The members of the Syndicate and Trading Members of the not available in Applicants Accounts as per final certificates from Escrow Stock Exchanges can also set up facilities for offline electronic registration Collection Bank(s). of Applications subject to the condition that they will subsequently upload • Applications by persons/entities that have been debarred from accessing the the offline data file into the online facilities for Applications on a regular capital markets by SEBI. basis, and before the expiry of the allocated time on the Issue Closing Date. • Where PAN details in the Application Form and as entered into the On the Issue Closing Date, the members of the Syndicate, Trading Members electronic platform of the stock exchange(s), are not as per the records of of the Stock Exchanges and Designated Branches of SCSBs will upload the Depositories. Applications until such time as may be permitted by the Stock Exchanges. • ASBA Applications submitted to the Members of the Syndicate or Trading This information will be available with the Members of the Syndicate, Members of the Stock Exchanges at the Specified Cities will not be accepted Trading Members of the Stock Exchanges and Designated Branches of if the SCSB where the ASBA Account, as specified in the ASBA Form, is SCSBs on a regular basis. A high inflow of Applications on the Issue maintained has not named at least one branch at that Specified City for the Closing Date may lead to some Applications received on such day not Members of the Syndicate or Trading Members of the Stock Exchanges, as the being uploaded; such Applications will not be considered for allocation. case may be, to deposit ASBA Applications (A list of such branches is available Applicants are therefore advised to submit their Applications well in at www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognized-Intermediaries). advance of the closing time of acceptance of Applications on the Issue Closing Date. For further information on the Issue programme, see “Terms • In case of NRIs applying on a non-repatriation basis, if the status of the of the Issue – Issue Period” on page 145 of the Prospectus. demat account is mentioned as repatriable. (d) At the time of registering each Application, other than ASBA Applications, In terms of the RBI circular (No.DPSS.CO.CHD.No./133/04.07.05/2013-14) the members of the Syndicate or Trading Members of the Stock Exchanges dated July 16, 2013, non-CTS cheques would be processed in three CTS centres will enter the requisite details of the Applicants in the online system thrice a week until April 30, 2014, twice a week until October 31, 2014 and once including: a week from November 1, 2014 onwards. In order to enable listing and trading of Equity Shares within 12 Working Days of the Bid/Offer Closing Date, investors • Application Form number are advised to use CTS cheques or use the ASBA facility to make payments. • PAN of the sole/first Applicant Investors are cautioned that Bid cum Application Forms accompanied by non- • Investor category and sub-category CTS cheques are liable to be rejected due to any delay in clearing beyond six • DP ID Working Days from the Bid/Offer Closing Date. • Client ID For information on certain procedures to be carried out by the Registrar to the • Series of Bonds applied for Issue for finalisation of the Basis of Allotment, see Information“ for Applicants” on page 179 of the Prospectus. For information on payment of refunds, see • Number of Bonds Applied for in each Series of Bond “Terms of the Issue - Payment of Refunds” on page 178 of the Prospectus. • Price per Bond 43. ELECTRONIC REGISTRATION OF APPLICATIONS • Application amount (a) The Members of the Syndicate, Trading Members of the Stock Exchanges and • Cheque number Designated Branches of SCSBs, as the case may be, will register Applications (e) With respect to ASBA Applications submitted directly to the SCSBs at the using the online facilities of the Stock Exchanges. There will be at least time of registering each Application, the Designated Branches will enter the one online connection in each city where Applications are being accepted. requisite details of the Applicants in the online system including: Our Company, the Members of the Syndicate, Trading Members of the • Application Form number Stock Exchanges, Escrow Collection Bank(s) and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission • PAN of the sole/first Applicant and commissions in relation to: (i) Applications accepted by the SCSBs, • Investor category and sub-category (ii) Applications uploaded by the SCSBs, (iii) Applications accepted but • DP ID not uploaded within the time permitted by the Stock Exchanges by the • Client ID SCSBs, (iv) Applications accepted and uploaded by the SCSBs without • Series of Bonds applied for blocking funds in the ASBA Accounts, or (v) Applications accepted by the Trading Members of the Stock Exchanges. • Number of Bonds Applied for in each Series of Bond • Price per Bond 20 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS • Bank code for the SCSB where the ASBA Account is maintained does not match with the Depository details, the members of the Syndicate, • Bank account number Trading Members of the Stock Exchanges and Designated Branches of SCSBs will have up to one Working Day after the Issue Closing Date to • Application amount modify/verify certain selected fields uploaded in the online system during (f) With respect to ASBA Applications submitted to the members of the the Issue Period after which the data will be sent to the Registrar to the Issue Syndicate or Trading Members of the Stock Exchanges at the Specified for reconciliation with the data available with the Depositories. Cities, at the time of registering each Application, the requisite details of the 44. ALLOTMENT OF BONDS AND ISSUANCE OF ALLOTMENT Applicants will be entered in the online system including: ADVICE • Application Form number Our Company reserves, in its absolute and unqualified discretion and • PAN of the sole/first Applicant without assigning any reason, the right to reject any Application in whole or • Investor category and sub-category in part. The unutilized portion of the Application Amount(s) will be refunded • DP ID to the Applicant by an account payee cheque/demand draft. In case the cheque payable at par facility is not available, our Company reserves the right to adopt • Client ID any other suitable mode of payment. • Series of Bonds applied for Our Company will use best efforts to ensure that all steps for completion of the • Number of Bonds Applied for in each Series of Bond necessary formalities for Allotment, listing and commencement of trading at the • Price per Bond Stock Exchanges where the Bonds are proposed to be listed are taken within 12 • Bank code for the SCSB where the ASBA Account is maintained Working Days of the Issue Closing Date. Our Company will ensure dispatch of Allotment Advice/refund orders within 12 Working Days of the Issue Closing • Location of Specified City Date and/or issue instructions for credit of Bonds to the respective beneficiary • Bank account number accounts with DPs for successful Applicants who have been Allotted Bonds • Application amount in dematerialized form within 12 Working Days of the Issue Closing Date. (g) A system generated acknowledgement slip will be issued to the Applicant Allotment Advice for successful Applicants who have been Allotted Bonds as a proof of the registration of each Application. It is the Applicant’s in dematerialized form will be mailed to their addresses (in India) as per the responsibility to obtain the acknowledgement slip stamped with date Demographic Details received from the Depositories. and time from the Members of the Syndicate, Trading Members of Our Company will credit the Allotted Bonds to the respective beneficiary the Stock Exchanges and Designated Branches of the SCSBs, as the accounts/dispatch the Allotment Advice/refund orders, as the case may be, by case may be. Registration of the Application by the Members of the speed/registered post at the Applicant’s sole risk within 12 Working Days of the Syndicate, Trading Members of the Stock Exchanges and Designated Issue Closing Date. Our Company and every officer in default will be liable to Branches of SCSBs, as the case may be, does not guarantee that Bonds pay interest at applicable rate for delay beyond the stipulated time, our Company will be allocated/Allotted by our Company. The acknowledgement slip becomes liable to repay any amount on account of refund, as may be prescribed will be non-negotiable and by itself will not create any obligation of any under of the Companies Act. kind. Our Company will provide adequate funds required for dispatch of refund orders (h) Applications can be rejected on the technical grounds listed on page 175 and Allotment Advice, as applicable, to the Registrar to the Issue. of the Prospectus or if all required information is not provided or the OTHER INFORMATION Application Form is incomplete in any respect. 45. Information for Applicants (i) The permission granted by the Stock Exchanges to use their network and software of the online system should not in any way be deemed or construed In case of ASBA Applications submitted to the SCSBs, in terms of SEBI circular to mean that the compliance with various statutory and other requirements dated April 22, 2010, the Registrar to the Issue will reconcile the compiled data by our Company and/or the Lead Managers are cleared or approved by the received from the Stock Exchanges and all SCSBs, and match the same with the Stock Exchanges; nor does it in any manner warrant, certify or endorse the Depository database for correctness of DP ID, Client ID and PAN. The Registrar correctness or completeness of any of the compliance with the statutory and to the Issue will undertake technical rejections based on the electronic details and other requirements nor does it take any responsibility for the financial or the Depository database. In case of any discrepancy between the electronic data other soundness of our Company, the management or any scheme or project and the Depository records, our Company, in consultation with the Designated of our Company; nor does it in any manner warrant, certify or endorse the Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the correctness or completeness of any of the contents of the Prospectus; nor right to proceed as per the Depository records for such ASBA Applications or does it warrant that the Bonds will be listed or will continue to be listed on treat such ASBA Applications as rejected. the Stock Exchanges. In case of ASBA Applicants submitted to the Members of the Syndicate and (j) Only Applications that are uploaded on the online system of the Stock Trading Members of the Stock Exchanges at the Specified Cities, the Basis of Exchanges will be considered for allocation/Allotment. The members of Allotment will be based on the validation by the Registrar to the Issue of the the Syndicate, Trading Members of the Stock Exchanges and Designated electronic details with the Depository records, and the complete reconciliation of Branches of SCSBs will capture all data relevant for the purposes of the final certificates received from the SCSBs with the electronic details in terms finalising the Basis of Allotment while uploading Application data in the of SEBI circular dated April 29, 2011. The Registrar to the Issue will undertake electronic systems of the Stock Exchanges. In order that the data so captured technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the electronic data and the Depository NTPC LIMITED 21 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS records, our Company, in consultation with the Designated Stock Exchange, the the date of original upload of the Application will be considered in case of such Lead Managers and the Registrar to the Issue, reserves the right to proceed as per revision/modification.Revision of Applications is not permitted after the expiry the Depository records or treat such ASBA Application as rejected. of the time for acceptance of Application Forms on the Issue Closing Date. In case of non-ASBA Applications, the Basis of Allotment will be based on 49. Depository Arrangements for Applicants Applying for Allotment in the validation by the Registrar to the Issue of the electronic details with the Dematerialized Form Depository records, and the complete reconciliation of the final certificates i. Our Company has made Depository arrangements with the Depositories received from the Escrow Collection Bank(s) with the electronic details in terms for issue and holding of the Bonds in dematerialized form. Tripartite of SEBI circular dated April 22, 2010 and SEBI circular dated April 29, 2011. The Agreements have been executed between our Company, the Registrar to the Registrar to the Issue will undertake technical rejections based on the electronic Issue and both the Depositories. As per the Depositories Act, Bonds issued details and the Depository database. In case of any discrepancy between the by us can be held in a dematerialized form. electronic data and the Depository records, our Company, in consultation with ii. In this context, our Company has entered into Tripartite Agreements dated the Lead Managers, the Registrar to the Issue, reserves the right to proceed as per July 16, 2004 with the Registrar to the Issue and NSDL and dated September the Depository records or treat such Applications as rejected. 3, 2004 with the Registrar to the Issue and CDSL, respectively for offering Based on the information provided by the Depositories, our Company will have depository option to the Applicants. the right to accept Applications belonging to an account for the benefit of a minor iii. An Applicant must have at least one beneficiary account with any of the DPs (under guardianship). In case of Applications for a higher number of Bonds than of NSDL or CDSL prior to making the Application. specified for that category of Applicant, only the maximum amount permissible for such category of Applicant will be considered for Allotment. iv. The Applicant must necessarily provide the DP ID and Client ID details in the Application Form. 46. Withdrawal of Applications during the Issue Period v. Bonds Allotted to an Applicant in the electronic form will be credited Withdrawal of ASBA Applications : ASBA Applicants may withdraw their directly to the Applicant’s respective beneficiary account(s) with the DP. ASBA Applications during the Issue Period by submitting a request to a member of the Syndicate, Trading Member of the Stock Exchanges or a Designated vi. Applications can be in single or joint names (not exceeding 3 names). If the Branch of an SCSB, as the case may be, through whom the ASBA Application Application Form is submitted in joint names, the Application Form should had been placed. In case of ASBA Applications submitted to the members of the contain only the name of the first Bidder whose name should also appear as Syndicate or Trading Members of the Stock Exchanges at the Specified Cities, the first holder of the depository account held in joint names. on receipt of the request for withdrawal from the ASBA Applicant, the relevant vii. Non-transferable Allotment Advice/refund orders will be directly sent to the member of the Syndicate or Trading Member of the Stock Exchanges, as the Applicant by the Registrar to the Issue. case may be, will do the requisite, including deletion of details of the withdrawn viii. It may be noted that Bonds in electronic form can be traded only on Stock ASBA Application Form from the electronic platform of the Stock Exchanges. Exchanges having electronic connectivity with NSDL or CDSL. BSE and In case of ASBA Applications submitted directly to the Designated Branch of the NSE have connectivity with the Depositories. SCSB, on receipt of the request for withdrawal from the ASBA Applicant, the ix. Interest or other benefits with respect to Bonds held in dematerialized relevant Designated Branch will do the requisite, including deletion of details form will be paid to those Bondholders whose names appear on the list of of the withdrawn ASBA Application Form from the electronic platform of the beneficial owners provided by the Depositories to us as on Record Date. In Stock Exchanges and unblocking funds in the ASBA Account directly. case of those Bonds for which the beneficial owner is not identified by the Withdrawal of Non-ASBA Applications: Non-ASBA Applicants can withdraw Depository as on the Record Date/book closure date, our Company would their Applications during the Issue Period by submitting a request for the same keep in abeyance the payment of interest or other benefits, until such time to the member of the Syndicate or Trading Member of the Stock Exchanges, that the beneficial owner is identified by the Depository and conveyed to our as the case may be, through whom the Application had been made. On receipt Company, whereon the interest or benefits will be paid to the beneficiaries, of the request for withdrawal from the Applicant, the relevant member of the as identified, within a period of 30 days. Syndicate or Trading Member of the Stock Exchanges, as the case may be, will x. Trading of the Bonds on the floor of the Stock Exchanges will be in do the requisite, including deletion of details of the withdrawn Non-ASBA Form dematerialized form only. from the electronic platform of the Stock Exchanges. See “- Instructions for completing the Application Form” on page 166 of the 47. Withdrawal of Applications after the Issue Period Prospectus. In case an Applicant wishes to withdraw the Application after the Issue Closing The Bonds will cease to trade from the Record Date prior to the Maturity Date. Date, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalisation of Allotment. The Registrar to the Issue will Trading of Bonds on the floor of the Stock Exchanges will be in delete the withdrawn Application from the electronic file provided by the Stock dematerialized form only in multiples of one Bond. Exchanges and issue instruction to the SCSB for unblocking the ASBA Account Allottees will have the option to re-materialize the Bonds Allotted in the Issue as (in case of ASBA Applications). per the Companies Act and the Depositories Act. 48. Revision of Applications 50. Interest in case of Delay Applicants may revise/modify their Application details during the Issue Period, Our Company shall pay interest in connection with any delay in Allotment, as allowed/permitted by the Stock Exchanges, by submitting a written request to dematerialized credit and refunds, beyond the time limits prescribed under a member of the Syndicate/Trading Member of the Stock Exchanges/Designated applicable statutory and/or regulatory requirements, at such rates as stipulated Branch of an SCSB, as the case may be. However, for the purpose of Allotment, under applicable statutory and/or regulatory requirements.

22 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Impersonation into by our Company with the Stock Exchanges (“Debt Listing Agreement”), See “Terms of the Issue – Impersonation” on page 155 of the Prospectus. CBDT Notification, the Prospectus, the Prospectus, the Application Form, the 51. Pre-closure/Extension Abridged Prospectus and any terms and conditions as may be incorporated in the Bond Trust Deed entered/to be entered into between our Company and the Bond Our Company, in consultation with the Lead Managers, reserves the right to Trustee, as well as rules, regulations, guidelines, notifications and any statutory close the Issue at any time prior to the Issue Closing Date. In the event of such modifications or re-enactments including those issued by the GoI, SEBI, the early closure or extension of the subscription list of the Issue, our Company RBI, the Stock Exchanges and/or other authorities and other documents that may shall ensure that public notice of such early closure/extension is published on be executed in respect of the Bonds. or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in a leading national daily newspaper with wide For more information, see “Issue Structure” on page 139 of the Prospectus. circulation. Our Company will Allot Bonds with respect to the Applications 56. Face Value received at/until the time of such pre-closure in accordance with the Basis of The face value of each Bond is ` 1,000. Allotment as described in “Terms of the Issue - Basis of Allotment” on page 146 of the Prospectus. 57. Security 52. Filing of the Prospectus with the RoC The Bonds will be secured by a pari passu charge on specified moveable and/ or A copy of the Prospectus will be filed with the RoC, in accordance with immovable assets of the Company as may be mentioned in the Bond Trust Deed. Companies Act. The Bonds will have asset cover of one time of the total outstanding amount of Bonds and interests thereon. Our Company reserves the right to create further 53. Communications charge on such asset cover for its present and future financial requirements or Communications in connection with Applications made in the Issue should be otherwise, or as provided for under the Bond Trust Deed, provided that minimum addressed to the Registrar to the Issue, quoting all relevant details including the asset cover of one time is maintained. full name of the sole/first Applicant, Application Form number, Applicant’s DP ID, Client ID and PAN, number of Bonds applied for, date of the Application Our Company has obtained no-objection certificates wherever required from the Form, name and address of the relevant member of the Syndicate, Trading existing debenture trustees/lenders prior to creation of asset cover of one time of Member of the Stock Exchanges or Designated Branch of the SCSB, as the case the Bonds including interest thereon. may be, where the Application was submitted, and cheque/draft number and The Bondholders are entitled to the benefit of the Bond Trust Deed and are bound issuing bank thereof, or with respect to ASBA Applications, the ASBA Account by and are deemed to have notice of all provisions of the Bond Trust Deed. number in which an amount equivalent to the Application Amount was blocked. 58. Credit Rating Applicants may contact our Executive Director & Company Secretary and ICRA Limited (“ICRA”) has, by its letter (No. D/RAT/2015-16/N3/1) dated Compliance Officer and/or the Registrar to the Issue in case of any pre-Issue or August 14, 2015, assigned a rating of [ICRA] AAA (stable) to the Bonds, and post-Issue related problems such as non-receipt of Allotment Advice, refunds, revalidated such rating by letter (No. D/RAT/2015-16/N3/5) dated September 1, interest on Application Amount or credit of Bonds in the respective beneficiary 2015. CRISIL Limited (“CRISIL”) has, by its letter (No. NTPCLTD/137722/ accounts, as the case may be. NCD/081500586) dated August 13, 2015, assigned a rating of CRISIL AAA to Grievances relating to the ASBA process may be addressed to the Registrar to the Bonds, and revalidated such rating by letter (No. RG/NTPCL/SN/31714) the Issue, with a copy to the relevant SCSB. dated September 1, 2015. Credit Analysis and Research Limited (“CARE”) TERMS OF THE ISSUE has, by its letter (No. CARE/DRO/RL/2015-16/1606) dated September 1, 2015 GENERAL TERMS OF THE ISSUE assigned a rating of CARE AAA (Triple A) to the Bonds. Instruments with this rating are considered to have the highest degree of safety regarding timely 54. Authority for the Issue servicing of financial obligations and carry lowest credit risk. These ratings are The CBDT has, pursuant to its notification, authorized our Company to undertake not a recommendation to buy, sell or hold securities, and investors should take the Issue. Our Company proposes to raise through public issue route and private their own decision. These ratings are subject to revision or withdrawal at any placement route an amount aggregating up to ` 1,000 crore during fiscal 2016. time by the assigning rating agency(ies) and should be evaluated independently * In terms of the CBDT Notification, our Company has been authorised to issue of any other ratings. For further details, see “Annexure B – Credit Rating” of tax free secured redeemable non-convertible bonds for an amount of ` 1,000 the Prospectus dated September 17, 2015’ after the statement.. crore during the fiscal 2016 of which at least 70.00% of aggregate amount of 59. Issue Period bonds is to be raised through public issue. Accordingly, our Company has already issued tax-free secured redeemable non-convertible bonds amounting to Issue Opens On September 23, 2015 ` 300 crore being 30.00% of the Allocated Amount by way of private placement Issue Closes On September 30, 2015 and now plans to raise the balance ` 700 crore through this Issue. Our Company The Issue shall remain open for subscription during the period indicated above shall ensure that bonds issued pursuant to the CBDT Notification through public with an option for early closure or extension, as may be decided by the Board issue route and private placement route in fiscal 2016 shall, in aggregate, not or an authorised representative of the Board. In the event of such early closure ` exceed 1,000 crore. or extension of the subscription list of the Issue, our Company shall ensure that The Issue has been authorized by resolution of the Board passed during meeting public notice of such early closure/extension is published on or before such early held on July 30, 2015. date of closure or the Issue Closing Date, as applicable, through advertisement(s) 55. Terms and Conditions of the Issue in at least one leading national daily newspaper with wide circulation. The terms and conditions of the Issue of Bonds are subject to the Companies Applications Forms for the Issue will be accepted only between 10.00 A.M. and Act, SEBI Debt Regulations, Income Tax Act, the debt listing agreement entered 5.00 P.M. (Indian Standard Time) or such extended time as may be permitted by NTPC LIMITED 23 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS the Stock Exchanges during the Issue Period mentioned above, between Monday b) Applications received from Category II Applicants: Applications and Friday, both inclusive, barring public holidays: (i) by the members of the received from Applicants belonging to Category II, shall be grouped Syndicate or Trading Members of the Stock Exchange(s), as the case may be, at together(“Corporate Portion”); the centres mentioned in the Application Form through the non-ASBA mode, or c) Applications received from Category III Applicants: Applications received (ii) in case of ASBA Applications, (a) directly by Designated Branches of SCSBs from Applicants belonging to Category III shall be grouped together; or (b) by the centres of the members of the Syndicate or Trading Members of (“High Net Worth Individual Portion”); and the Stock Exchange(s), as the case may be, only at the specified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, d) Applications received from Category IV Applicants: Applications received Pune, Vadodara and Surat) (“Specified Cities”), except that on the Issue Closing from Applicants belonging to Category IV shall be grouped together. Date, Application Forms will be accepted only between 10.00 A.M. and 3.00 (“Retail Individual Investor Portion”). P.M. (Indian Standard Time) and uploaded until 5.00 P.M. (Indian Standard 63. Pursuant to the CBDT Notification, at least 40.00% of the Issue Size Time) or such extended time as may be permitted by the Stock Exchanges (after shall be reserved for Retail Individual Investors. taking into account the total number of Applications received up to the closure 64. Allocation Ratio of timings for acceptance of Application Forms as stated herein). Applicants may also make their Applications through Direct Online Application Mechanism QIB Portion Corporate High Net Worth Retail Individual (see “Issue Procedure” on page 159 of the Prospectus for further information) Portion Individual Investor Portion using the online payment facility offered through the Stock Exchange(s) during Portion the Issue Period, subject to such online payment facility being made available 10% of the Issue 25% of the Issue 25% of the Issue 40.00% of the by the Stock Exchange(s) prior to the date of filing of the Prospectus by our Size Size Size Issue Size Company with RoC. 65. Basis of Allotment Due to limitation of time available for uploading Applications on the Issue (a) Allotments in the first instance: Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 P.M. (Indian (i) Applicants under Category I/QIBs, in the first instance, will be Allotted Standard Time) on the Issue Closing Date. Applicants are cautioned that in the Bonds up to 10% of the Issue Size on a first-come-first-serve basis the event a large number of Applications are received on the Issue Closing determined on the basis of the date of upload of each Application into the Date, there may be some Applications which are not uploaded due to lack electronic system of the Stock Exchanges; of sufficient time to upload. Such Applications that cannot be uploaded will (ii) Applicants under Category II/Corporates, in the first instance, will be not be considered for allocation under the Issue. Allotted the Bonds up to 25% of the Issue Size on a first-come-first-serve The Bonds are being issued at par and the full amount of the face value per Bond basis determined on the basis of the date of upload of each Application into is payable on Application, except ASBA Application. the electronic system of the Stock Exchanges; Neither our Company nor the members of the Syndicate or Trading (iii) Applicants belonging to the Category III/High Net Worth Individuals, in Members of the Stock Exchanges shall be liable for any failure in uploading the first instance, will be Allotted Bonds up to 25% of the Issue Size on a Applications due to failure in any software/hardware system or otherwise. first-come-first-serve basis determined on the basis of the date of upload of 60. MINIMUM SUBSCRIPTION each Application in to the electronic system of the Stock Exchanges; In terms of SEBI Circular no. CIR/IMD/DF/ 12 /2014 dated June 17, 2014, the (iv) Applicants belonging to the Category IV/Retail Individual Investors, in the Company is exempted from the requirement of receiving minimum subscription first instance, will be Allotted Bonds up to 40.00% of the Issue Size on a in the proposed Issue. first-come-first-serve basis determined on the basis of the date of upload of ALLOTMENT OF BONDS each Application in to the electronic system of the Stock Exchanges. 61. Deemed Date of Allotment Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come-first-serve basis determined on the basis of the The Deemed Date of Allotment will be the date on which, the Board approves date of upload of each Application into the electronic system of the Stock the Allotment of Bonds for the Issue or such date as may be determined by the Exchanges, in each Portion, as described above. Board and notified to the Designated Stock Exchange. All benefits relating to the Bonds including interest on Bonds (as specified in the Prospectus) shall accrue (b) Undersubscription in any Portion: to the Bondholders from Deemed Date of Allotment. Actual Allotment of the If there is any undersubscription in any Portion (while other Portions are Bonds may occur on a date later than Deemed Date of Allotment. oversubscribed), priority in Allotments will be given in the following order 62. Group of Applications and Allocation Ratio (in decreasing order of priority): The Registrar to the Issue will aggregate the Applications based on the (i) Retail Individual Investor Portion; Applications received through an electronic book from the Stock Exchanges (ii) High Net worth Individual Portion; and determine the valid Applications for the purpose of drawing the basis (iii) Corporate Portion; followed by of allocation. Grouping of the Application received will be then done in the (iv) QIB Portion. following manner: Within each Portion, priority in Allotments will be given on a first-come- For the purposes of the basis of allotment: first-serve basis, based on the date of upload of each Application into the a) Applications received from Category I Applicants: Applications received electronic system of the Stock Exchanges. from Applicants belonging to Category I shall be grouped together (“QIB Portion”); 24 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS (c) Allotments in case of over-subscription in any Portion: Consolidated Certificate which will, on issuance of the split Bond Certificates, In case of over-subscription, Allotments to the maximum extent be treated as cancelled by us. possible, will be made on a first-come-first-serve basis and thereafter PAYMENT OF REFUNDS on a proportionate basis in each Portion, determined based on the date 67. Refunds for Applicants other than ASBA Applicants of upload of each Application into the electronic system of the Stock Exchanges, meaning full Allotment of Bonds to the Applicants on a first- Within 12 Working Days of the Issue Closing Date, the Registrar to the come-first-serve basis up to the date falling one day prior to the date of Issue will dispatch Refund Orders/issue instructions for electronic refund, as over-subscription and proportionate Allotment of Bonds to the Applicants applicable, of all amounts payable to unsuccessful Applicants (other than ASBA on the date of over-subscription. Applicants) and also any excess amount paid on Application, after adjusting for allocation/Allotment of Bonds. The Registrar to the Issue will obtain from the (d) Proportionate Allotments: Depositories the Applicants’ bank account details, including the Magnetic Ink For each Portion, on the date of over-subscription: Character Recognition (“MICR”) code, on the basis of the DP ID and Client (i) Allotments to the Applicants shall be made in proportion to their respective ID provided by the Applicants in their Application Forms, for making Refunds. Application size, rounded off to the nearest integer. For Applicants who receive refunds through ECS, direct credit, Real Time Gross (ii) If the process of rounding off to the nearest integer results in the actual Settlement (“RTGS”) or National Electronic Fund Transfer (“NEFT”), the Allotment of Bonds being higher than the Issue Size, not all Applicants Refund instructions will be issued to the clearing system within 12 Working will be allotted the number of Bonds arrived at after such rounding off. Days of the Issue Closing Date. A suitable communication will be dispatched Rather, each Applicant whose Allotment size, prior to rounding off, had the to the Applicants receiving Refunds through these modes. Such communication highest decimal point would be given preference. will be mailed to the addresses (in India) of Applicants, as per the demographic details of an Applicant, such as his/her address, bank account details, occupation (iii) In the event, there is more than one Applicant whose entitlement remain and PAN (“Demographic Details”) received from the Depositories. The equal after the manner of distribution referred to above, our Company will Demographic Details would be used for mailing of the physical refund orders, ensure that the basis of Allotment is finalized by draw of lots in a fair and as applicable. equitable manner. Applicants are advised to immediately update their bank account details as All decisions pertaining to the basis of Allotment of Bonds pursuant to the Issue appearing on the records of their DP. Failure to do so may result in delay in credit shall be taken by our Company in consultation with the Lead Managers, and of Refund to the Applicants at their sole risk and neither the Lead Managers nor the Designated Stock Exchange and in compliance with the aforementioned our Company shall have any responsibility or undertake any liability for such provisions of the Prospectus. Any other queries or issues in connection with the delay on part of the Applicants. Applications will be appropriately dealt with and decided upon by our Company in consultation with the Lead Managers. For each Portion, all Applications 68. Mode of refunds for Applicants other than ASBA Applicants uploaded into the electronic system of the Stock Exchanges on the same day Payment of refund, if any, for Applicants other than ASBA Applicants would be would be treated at par with each other. Allotment in respect of Applications done through any of the modes specified in Terms“ of the Issue- Manner and made on the same day would be on proportionate basis, where Bonds applied for Modes of Payment” on page 152 of the Prospectus. exceeds Bonds to be allotted for each Portion respectively. 69. Mode of Refunds for ASBA Applicants Additional/Multiple Applications In case of ASBA Applicants, the Registrar to the Issue will instruct the SCSBs See “Issue Procedure – Additional/Multiple Applications” on page 169 of the to unblock funds in the respective ASBA Accounts for withdrawn, rejected or Prospectus. unsuccessful or partially successful ASBA Applications within 12 Working 66. Form of Allotment and Denomination Days of the Issue Closing Date. The Allotment of Bonds and trading shall be in dematerialized form only. In 70. Payment of Interest on the Bonds terms of Regulation 4 (2)(d) of the SEBI Debt Regulations, our Company shall For Bonds Allotted to Applicants falling under Category I, Category II and make the public issue of Bonds in dematerialized form. However, the investors Category III, the Bonds under Series 1A, Series 2A and Series 3A shall carry can rematerialise the Bonds upon Allotment. interest at the fixed coupon rate of 7.11% per annum, 7.28% per annum and Our Company shall take necessary steps to credit the DP account of the 7.37% per annum, respectively, irrespective of the category of Applicants, Applicant with the number of Bonds Allotted in dematerialized form. The payable from and including, Deemed Date of Allotment up to, but excluding, Bondholders holding the Bonds in dematerialized form shall deal with the Bonds their respective Maturity Dates, payable annually on the Coupon/Interest in accordance with the provisions of the Depositories Act and the Companies Payment Date, to the Bondholders as of the relevant Record Date. Depending Act, as the case may be, and rules and regulations notified thereunder, from on the option selected by the Applicant, the effective yield to Category I, II and time to time. III Bondholders would be 7.11% per annum, 7.28% per annum and 7.37% per annum for Bonds under Series 1A, Series 2A and Series 3A, respectively. In case of rematerialization of the Bonds, a Consolidated Certificate may be issued. In respect of Consolidated Certificates, our Company shall, on receipt For Bondholders falling under Category IV, the Bonds under Series 1B, Series 2B of request from the Bondholder, split the Consolidated Certificate held by such and Series 3B shall carry interest at the coupon rate of 7.36% per annum, 7.53% Bondholder into smaller denominations subject to the minimum of the Market per annum and 7.62% per annum, respectively, payable from and including, Lot. A fee of ` 50/- or such higher fees as may be prescribed by the Companies Deemed Date of Allotment up to, but excluding, their respective Maturity Dates, Act 2013 and the rules thereunder shall be charged for splitting of such payable on the Coupon/Interest Payment Date, to the Bondholders as of the Consolidated Certificates, but stamp duty payable, if any, would be borne by relevant Record Date. Depending on the option selected by the Applicant, the the Bondholder. The request for splitting should be accompanied by the original effective yield to Category IV Bondholders would be 7.36% per annum, 7.53% NTPC LIMITED 25 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS per annum and 7.62% per annum for Bond Series 1B, Series 2B and Series 3B, on the electronic Application platform of the Stock Exchanges up to one day respectively. prior to the Deemed Date of Allotment, at the aforementioned rate. We may Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as enter into an arrangement with one or more banks in one or more cities for direct under: credit of interest to the account of the Applicants. Alternatively, the interest warrant will be dispatched along with the Allotment Advice at the sole risk of the Our Company shall allot Series 1A/Series 1B (depending upon the category of Applicant, to the sole/first Applicant. A tax deduction certificate will be issued Applicants) for all valid applications, wherein the Applicants have not indicated for the amount of income tax deducted on such payments. their choice of the relevant Series of Bonds. However, our Company shall not be liable to pay any interest on Application a. The coupon rates indicated under Series 1B, Series 2B and Series 3B shall Amounts in case of (a) ASBA Applications and (b) monies paid in excess of the be payable only on the Retail Individual Investor Portion in the Issue. Such amount of Bonds applied for in the Application Form. coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under the Retail Individual Investor 72. Interest on Application Amounts received, which are liable to be Category/Category IV; Refunded b. If the Bonds allotted against Series 1B, Series 2B and Series 3B are Interest on Application Amounts which are liable to be refunded to Applicants transferred by Retail Individual Investors to Non- Retail Individual will be paid at the rate of 5% per annum, subject to deduction of income tax Investors, being Category I, Category II and Category III investors, the under the Income Tax Act, from the date of realization of Application Amount coupon rate on such Bonds shall stand at par with coupon rate applicable through cheque(s)/demand draft(s) up to one day prior to the Deemed Date of on Series 1A, Series 2A and Series 3A respectively; Allotment. In the event that the date of realization of the cheque(s)/demand draft(s) is not ascertainable in terms of banking records, we shall pay interest on c. If the Bonds allotted against Series 1B, Series 2B and Series 3B are sold/ Application Amounts from three Working Days from the date of upload of each transferred by the Retail Individual Investors to investor(s) who fall under Application on the electronic Application platform of the Stock Exchanges up the Retail Individual Investor category as on the Record Date for payment to one day prior to the Deemed Date of Allotment, at the aforementioned rate. of interest, then the coupon rates on such Bonds shall remain unchanged; Such interest, shall be paid along with the monies liable to be Refunded. Interest d. If on any Record Date, the original Retail Individual Investor Allotee(s)/ warrants will be dispatched/credited (in case of electronic payment) along with transferee(s) hold the Bonds under Series 1A, Series 1B, Series 2A, Series the Refund Orders at the sole risk of the Applicant, to the sole/first Applicant. A 2B, Series 3A and Series 3B for an aggregate face value amount of over ` tax deduction certificate will be issued for the amount of income tax deducted 10 lakh, then the coupon rate applicable to such Retail Individual Investor on such payments. Allottee(s)/transferee(s) on Bonds under Series 1B, Series 2B, Series 3B However, our Company shall not be liable to pay any interest on Application shall stand at par with coupon rate applicable on Series 1A, Series 2A, and Amounts liable to be refunded in case of (a) ASBA Applications; (b) invalid Series 3A, respectively; Applications or Applications liable to be rejected; (c) Applications that are e. Bonds Allotted under Series 1A, Series 2A and Series 3A shall carry coupon withdrawn by the Applicants; and (d) monies paid in excess of the amount of rates indicated above until the maturity of the respective Series of Bonds Bonds applied for in the Application Form. irrespective of category of holder(s) of such Bonds; and See “Issue Procedure - Rejection of Application” on page 175 of the Prospectus. f. For the purpose of classification and verification of status of the eligibility of 73. REDEMPTION a Bondholder under the Retail Individual Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Our Company will redeem the Bonds on the Maturity Date. Allotted under the Issue shall aggregated on the basis of PAN. Bonds held in electronic form: No action is required on the part of Bondholders The first Coupon/Interest Payment Date shall be the date falling one year from at the time of maturity of the Bonds. Deemed Date of Allotment and, for subsequent fiscals, shall be the same date Bonds held in physical form: No action will ordinarily be required on the part of such respective fiscal. The last coupon/interest payment in each case will be of the Bondholder at the time of redemption, and the Maturity Amount will be made on the respective Redemption Dates/Maturity Dates for each Series of paid to those Bondholders whose names appear in the Register of Bondholders Bonds. maintained by our Company on the Record Date fixed for the purpose of redemption. However, our Company may require the Bond Certificate(s)/ INTEREST ON APPLICATION AND REFUND MONEY Consolidated Certificates, duly discharged by the sole holder or all the joint- 71. Interest on Application Amounts received, which are used towards holders (signed on the reverse of the Bond Certificate(s)/Consolidated Bond Allotment of Bonds Certificate(s)) to be surrendered for redemption on the Maturity Date and sent Interest on Application Amounts against which Bonds are Allotted to Applicants by the Bondholders by registered post with acknowledgment due or by hand will be paid at the rate of 7.36% per annum, 7.53% per annum and 7.62% per delivery to the Registrar to the Issue or our Company or to such persons at such annum on Series 1B, Series 2B and Series 3B, respectively, and at the rate of addresses as may be notified by our Company from time to time. Bondholders 7.11% per annum, 7.28% per annum and 7.37% per annum on Series 1A, Series may be requested to surrender the Bond Certificate(s)/Consolidated Certificate(s) 2A and Series 3A, respectively, subject to deduction of income tax under the in the manner stated above, not more than 3 (three) months and not less than one Income Tax Act, from the date of realization of Application Amount through month prior to the Maturity Date so as to facilitate timely payment. cheque(s)/demand draft(s) up to one day prior to the Deemed Date of Allotment. In the event that the date of realization of the cheque(s)/demand draft(s) is not ascertainable in terms of banking records, we shall pay interest on Application Amounts from three Working Days from the date of upload of each Application

26 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

CALCULATION OF INTEREST ON THE BONDS National Electronic Clearing System (“NECS”) – Payment of Refund shall be done through NECS for Applicants having an account at any of the centres 74. Day Count Convention where such facility has been made available. This mode of payment of Refunds Interest will be computed on actual/actual basis on the principal outstanding on would be subject to availability of complete bank account details including the the Bonds as per the SEBI Circular bearing no. CIR/IMD/DF/18/2013 dated MICR code from the Depositories. October 29, 2013. RTGS – If the refund amount exceeds ` 200,000, the Investors have the option 75. Effect of holidays on payments to receive refund through RTGS. Charges, if any, levied by the refund bank(s) If any Coupon/Interest Payment Date falls on a day that is not a Working Day, for the same would be borne by the refund bank. Charges, if any, levied by the the payment shall be made on the immediately succeeding Working Day along Investor’s bank receiving the credit would be borne by the Investor. with interest for such additional period. Further, interest for such additional NEFT – Payment of Refund will be undertaken through NEFT wherever an period so paid, shall be deducted out of the interest payable on the next Coupon/ Applicant’s bank has been assigned the IFSC which can be linked to a MICR Interest Payment Date. If the Redemption Date/Maturity Date (also being the code, if any, available to that particular bank branch. The IFSC will be obtained last Coupon/Interest Payment Date) of any Series of the Bonds falls on a day that from the website of the RBI as on a date immediately prior to the date of is not a Working Day, the redemption proceeds shall be paid on the immediately payment of Refund, duly mapped with the MICR code. Wherever the Applicants preceding Working Day along with interest accrued on the Bonds until but have registered their MICR code and their bank account number while opening excluding the date of such payment. and operating the beneficiary account, the same will be duly mapped with the IFSC of that particular bank branch and the payment of Refund will be made For further details please refer to section “Term of the Issue- Calculation of to the Applicant through this method. If NEFT is not operationally feasible, the Interest on the Bonds” page 150 of the Prospectus. payment of Refunds would be made through any one of the other modes as MANNER AND MODES OF PAYMENT discussed in the sections. 76. For Bonds held in electronic form: For all other applicants, including those who have not updated their bank No action is required on the part of Bondholders on the Maturity Date. Payment particulars with the MICR code, the Refund Orders will be dispatched through on the Bonds will be made to those Bondholders whose name appears first in the speed/registered post only to Applicants that have provided details of a registered register of beneficial owners maintained by the Depository, on the Record Date. address in India. Such Refunds will be made by cheques, pay orders or demand drafts drawn on the relevant Refund Bank and payable at par at places where Our Company’s liability to Bondholders for payment or otherwise will Applications are received. Bank charges, if any, for cashing such cheques, pay stand extinguished from the Maturity Date or on dispatch of the amounts orders or demand drafts at other centres will be payable by the Applicants. payable by way of principal and/or interest to the Bondholders. Further, our Company will not be liable to pay any interest, income or compensation 78. Printing of Bank Particulars on Interest Warrants of any kind accruing subsequent to the Maturity Date. As a matter of precaution against possible fraudulent encashment of payment The Bondholders’ respective bank account details will be obtained from the orders/warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing on the orders/ Depository for payments. Applicants are therefore advised to immediately warrants. Applications without these details are liable to be rejected. In relation update their bank account details as appearing on the records of their DP. to Bonds applied for and held in dematerialized form, these particulars would Failure to do so could result in delays in credit of payments to applicants be taken directly from the Depositories. In case of Bonds held in physical at their sole risk, and neither our Company, the members of the Syndicate, form on account of rematerialization, Applicants are advised to submit their Trading Members of the Stock Exchange(s), Escrow Collection Bank(s), bank account details with our Company or the Registrar to the Issue at least 7 SCSBs, Registrar to the Issue nor the Stock Exchanges will bear any calendar days prior to the Record Date, failing which the orders/warrants will responsibility or liability for the same. be dispatched to the postal address (in India) of the Bondholder as available in 77. For Bonds held in physical form the register of beneficial owners maintained by the Depository, at the sole risk of The bank details will be obtained from the Registrar to the Issue for effecting the Bondholder. Bank account particulars will be printed on the orders/warrants payments. which can then be deposited only in the account specified. Moreover, our Company, the Lead Managers and Registrar to the Issue will 79. Record Date not be responsible for any delay in receipt of credit of interest, refund or The record date for payment of interest on the Bonds or the Maturity Amount Maturity Amount so long as the payment process has been initiated in time. shall be the date falling 15 days prior to the relevant Coupon/Interest Payment Date on which interest amount or the Redemption Dates/Maturity Dates for each All payments to be made by our Company to the Bondholders will be made Series of Bonds on which the Maturity Amount is due and payable under the through any of the following modes: terms of the Prospectus. In the event that the Record Date falls on a Sunday or Direct credit – Applicants having bank accounts with the Refund Bank(s), as a holiday of Depositories, the succeeding Working Day or a date notified by the per the Demographic Details received from the Depositories, will be eligible Company to the stock exchanges shall be considered as the Record Date. to receive Refunds through direct credit. Charges, if any, levied by the Refund 80. Transfer of the Bonds Bank(s) for the same would be borne by the Refund Bank. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Companies Act, as the case may be and the Articles of Association will apply, mutatis mutandis (to the extent applicable to debentures) to the Bonds.

NTPC LIMITED 27 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 81. Transfer of Bonds held in dematerialized form In accordance with Section 72 of the Companies Act 2013, any person who In respect of Bonds held in the dematerialized form, transfers of the Bonds may be becomes a nominee by virtue of Section 72 of the Companies Act 2013, will on effected, only through the Depositories where such Bonds are held, in accordance the production of such evidence as may be required by the Board, elect either with the Depositories Act and/or rules as notified by the Depositories from time to register himself or herself as holder of Bonds; or to make such transfer of the to time. The Bondholder shall give delivery instructions containing details of the Bonds, as the deceased holder could have made. prospective purchaser’s DP’s account to his DP. If a prospective purchaser does Further, the Board may at any time issue notice requiring any nominee to choose not have a demat account, the Bondholder may rematerialize his or her Bonds and either to be registered himself or to transfer the Bonds, and if the notice is not transfer them in a manner as specified in the Prospectus. complied with within a period of 90 days, the Board may thereafter withhold 82. Transfer of Bonds in physical form payment of all dividend, bonuses or other monies payable in respect of the Bonds, until the requirements of the notice have been complied with. The Bonds may be transferred by way of a duly executed transfer deed or other suitable instrument of transfer as may be prescribed by our Company for the In case of Bonds applied/held in dematerialized form, there is no need to registration of transfer of Bonds. Purchasers of Bonds are advised to send the make a separate nomination with our Company. Nominations registered with Consolidated Certificate to our Company or to such persons as may be notified the respective DP of the Applicant/Allottee will prevail. If Applicants/Allottee by our Company from time to time. wants to change their nomination, they are advised to inform their respective DP. The transferee(s) should ensure that the transfer formalities are completed 88. Events of Default prior to the Record Date, failing which the interest and/or Maturity Amount A complete list of events of default and their respective consequences shall be for the Bonds will be paid to the person whose name appears in the Register specified in the Bond Trust Deed. The amount(s) so payable by our Company on of Bondholders maintained by the Depositories. In such cases, any claims the occurrence of one or more events of default shall be as detailed in the Bond will be settled inter se between the parties and no claim or action will be Trust Deed. If an event of default occurs, which is continuing, the Bond Trustee brought against our Company or the Registrar to the Issue. may, with the consent of the Bondholders, obtained in accordance with the Bond 83. Taxation Trust Deed, and with prior written notice to our Company, take action in terms of the Bond Trust Deed. See “Statement of Tax Benefits” on page 57 of the Prospectus. 89. Bond Trustee OTHER INSTRUCTIONS Our Company has appointed IDBI Trusteeship Services Limited to act as Bond 84. Bondholder Not a Shareholder Trustee for the Bondholders. IDBI Trusteeship Services Limited has, by its The Bondholders will not be entitled to any of the rights and privileges available letter dated September 9, 2015, given its consent for its appointment as Bond to equity and/or preference shareholders of our Company. Trustee to the Issue and for its name to be included in the Prospectus and in all 85. Rights of Bondholders subsequent periodical communications sent to the Bondholders, pursuant to this The rights of the Bondholders will be as per the Bond Trust Deed. Issue pursuant to Regulation 4(4) of the SEBI Debt Regulations. 86. Joint-holders Our Company has entered into/shall enter into Bond Trust Deed within the prescribed timelines, the terms of which will govern the appointment Where 2 or more persons are holders of any Bond(s), they will be deemed to hold and functioning of the Bond Trustee and specify the powers, authorities and the same as joint holders with benefits of survivorship subject to our Company’s obligations of the Bond Trustee. Under the terms of the Bond Trust Deed, our Articles of Association and applicable law. Company shall covenant with the Bond Trustee that it will pay the Bondholders 87. Nomination the principal amount on the Bonds on the relevant Maturity Date and also that it In accordance with Section 72 of the Companies Act 2013, the sole/first will pay the interest due on Bonds at the rate/on the date(s) specified under the Bondholder, with other joint Bondholders (being individuals), may nominate Bond Trust Deed. any one person (being an individual) who, in the event of death of the sole The Bondholders shall, without further act or deed, be deemed to have irrevocably Bondholder or all the joint Bondholders, as the case may be, will become given their consent to the Bond Trustee or any of its authorized representatives entitled to the Bonds. A nominee entitled to the Bonds by reason of the death of or agents to do all such acts, deeds, matters and things in respect of or relating to the original Bondholder(s) will become entitled to the same benefits to which he the Bonds as the Bond Trustee may in their absolute discretion deem necessary would be entitled if he were the original Bondholder. Where the nominee is a or require to be done in the interest of the Bondholders. Any payment made by minor, the Bondholder(s) may make a nomination to appoint, in the prescribed our Company to the Bond Trustee on behalf of the Bondholders will discharge manner, any person to become entitled to Bonds in the event of the Bondholder’s our Company pro tanto to the Bondholders. All the rights and remedies of the death during minority. A nomination will stand rescinded on a sale/transfer/ Bondholders will vest in and will be exercised by the Bond Trustee without alienation of Bonds by the person nominating. A buyer will be entitled to make reference to the Bondholders. No Bondholder will be entitled to proceed a fresh nomination in the manner prescribed. Fresh nomination can be made directly against our Company unless the Bond Trustee, having become so bound only on the prescribed form available on request at the Registered Office of our to proceed, failed to do so. The Bond Trustee will protect the interest of the Company or with the Registrar to the Issue or at such other addresses as may be Bondholders in the event of default by our Company in regard to timely payment notified by our Company. of interest and repayment of principal and they will take necessary action at our Bondholders are advised to provide the specimen signature of the nominee to Company’s cost. our Company to expedite the transmission of the Bond(s) to the nominee in the 90. Pre-Issue Advertisement event of demise of the Bondholders. Subject to Section 30 of the Companies Act 2013, our Company will, on or before the Issue Opening Date, publish a statutory pre-Issue advertisement in 28 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS the form prescribed under the SEBI Debt Regulations, in at least one national (d) Funds required for dispatch of refund orders/Allotment Advice/Consolidated daily newspaper with wide circulation. Material updates, if any, between the Certificates/Bond Certificates will be made available by our Company to the date of filing of the Prospectus with the RoC and the date of release of such Registrar to the Issue; advertisement will be included in the statutory pre-Issue advertisement. (e) Our Company will provide a compliance certificate to the Bond Trustee on 91. Impersonation an annual basis in respect of compliance with the terms and conditions of Attention of the Applicants is specifically drawn to sub-section (1) of Section the Issue of Bonds as contained in the Prospectus. 38 of the Companies Act 2013, reproduced below: (f) Our Company will disclose the complete name and address of the Bond “Any person who: Trustee in its annual report. (a) makes or abets making of an application in a fictitious name to a company (g) Our Company shall forward the details of utilisation of the funds raised for acquiring, or subscribing for, its securities; or through the Bonds duly certified by our statutory auditors, to the Bond Trustee at the end of each half year (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or (h) Our Company shall make necessary disclosures/ reporting under any other subscribing for its securities; or legal or regulatory requirement as may be required by our Company from time to time (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, 96. Ranking of the Bonds shall be liable for action under Section 447.” The Bonds will have an asset cover of one time the total outstanding amount 92. Listing of Bonds and interest thereon, pursuant to the terms of the Bond Trust Deed. Accordingly, the Bonds would constitute direct and secured obligations of The Bonds will be listed on the Stock Exchanges. The BSE will be the Designated our Company and will rank pari passu inter se to the claims of other secured Stock Exchange. Our Company has obtained in-principle approval for the Issue creditors of our Company holding the same security and superior to the claims from the Stock Exchanges pursuant to letter No. DCS/SJ/PI-BOND/04/15-16 of any unsecured creditors of our Company, now existing or in the future, subject dated September 16, 2015 from the BSE and letter No.NSE/LIST/42808 dated to any obligations preferred under applicable law. September 16, 2015 from the NSE. 97. DRR If permissions to deal in and for an official quotation of the Bonds are not granted by the Stock Exchange, our Company will forthwith repay, without interest, all Pursuant to Regulation 16 of the SEBI Debt Regulations and Section 71 of the such moneys received from the Applicants pursuant to the Prospectus(es). If such Companies Act 2013, any company that intends to issue debentures is required money is not repaid within the period prescribed under the Companies Act, our to create a DRR to which adequate amounts shall be credited out of the profits Company and every officer in default shall be liable to pay interest to such extent of the company until the redemption of the debentures. Further, Rule 18(7)(b) and in such manner as prescribed. Our Company will use best efforts to ensure of the Companies (Share Capital and Debentures) Rules, 2014 provides that for that all steps for the completion of the necessary formalities for listing at the companies including manufacturing and infrastructure companies, the adequacy Stock Exchanges are taken within 12 Working Days of the Issue Closing Date. of DRR will be 25% of the value of debentures issued through public issue as per present SEBI (Issue and Listing of Debt Securities), Regulations 2008. 93. Utilisation of Issue Proceeds Accordingly, we are presently required to create DRR of at least 25.00% of For details, see “Objects of the Issue” on page 54 of the Prospectus. the value of the Bonds and to credit adequate amounts to the DRR from our 94. Monitoring and Reporting of Utilisation of Issue Proceeds profits every year until the Bonds are redeemed. The amounts credited to the In terms of the SEBI Debt Regulations, there is no requirement for appointment DRR shall not be utilized by us for any purpose other than redemption of the of a monitoring agency in relation to the use of proceeds of the Issue. The end use Bonds. Maintenance of the DRR is subject to, and shall be liable to modification of the proceeds of the Issue will be reported in accordance with our Company’s pursuant to applicable law from time to time. reporting obligations under the applicable laws. 98. Guarantee/Letter of Comfort Further, our Company confirms that funds raised by our Company from previous The Issue is not backed by a guarantee or letter of comfort or any other document public issues of bonds have been utilized for our Company’s business as stated and/or letter with similar intent. in the respective offer documents, and as reported to the Stock Exchanges under 99. Replacement of Bond Certificates applicable law. In case of Bonds in physical form, if a Bond certificate is mutilated or defaced For more information, see “Objects of the Issue” on page 54 of the Prospectus. then on production thereof to our Company, our Company shall cancel such 95. Other Undertakings by our Company certificate and issue a new or duplicate certificate in lieu thereof, however, they Our Company undertakes that: will be replaced only if the certificate numbers and the distinctive numbers are legible. If any Bond certificate is lost, stolen or destroyed, then, on proof (a) Complaints received in respect of the Issue will be attended to by our thereof to the satisfaction of our Company and on furnishing such indemnity Company expeditiously and satisfactorily; as our Company may deem adequate and on payment of any expenses incurred (b) Necessary cooperation to the Credit Rating Agency(ies) will be extended in by our Company in connection with proof of such destruction or theft or in providing true and adequate information until the obligations in respect of connection with such indemnity our Company shall issue a new or duplicate the Bonds are outstanding; Bond certificate. A fee may be charged by our Company not exceeding such (c) Our Company will take necessary steps for the purpose of getting the Bonds sum as may be prescribed by applicable law for each new or duplicate Bond listed within the specified time, i.e., within 12 Working Days of the Issue certificate issued hereunder except certificates in replacement of those which are Closing Date; NTPC LIMITED 29 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS old, decrepit or worn out or defaced or where the pages for recording transfers DETAILS PERTAINING TO THE COMPANY have been fully utilized. 100. Put/Call A. GENERAL INFORMATION There is no put or call for the Bonds. Our Company was incorporated on November 7, 1975 under the Companies Act 1956 as a private limited company under the name, ‘National Thermal 101. Future Borrowings Power Corporation Private Limited’. The name of our Company was changed Our Company will be entitled at any time in the future during the term of the to ‘National Thermal Power Corporation Limited’ on September 30, 1976 Bonds or thereafter to borrow or raise loans or create encumbrances or avail of consequent upon a notification issued by the GoI exempting government financial assistance in any form, and also to issue promissory notes or debentures companies from the use of the word ‘private’. On September 30, 1985, our or any other securities in any form, manner, ranking and denomination Company was converted from a private limited company into a public limited whatsoever, subject to applicable consents, approvals or permissions that may company. The name of our Company was changed to ‘NTPC Limited’ and a be required under any statutory, regulatory, contractual requirement and to fresh certificate of incorporation was issued on October 28, 2005. Formore any eligible persons whatsoever, subject to applicable consents, approvals or information on change of name of our Company, see “History and Certain permissions that may be required under any statutory/regulatory/contractual Corporate Matters” on page 75 of the Prospectus. requirement, and to change its capital structure including through the issue of Registered and Corporate Office of our Company shares of any class, on such terms and conditions as our Company may deem appropriate, without requiring the consent of, or intimation to, the Bondholders NTPC Limited or the Bond Trustee in this connection. NTPC Bhawan, SCOPE Complex 7, Institutional Area, Lodhi Road 102. Lien New Delhi 110 003 Our Company will have the right of set-off and lien, present as well as future on Tel: + (91 11) 2436 0100 the moneys due and payable to the Bondholder, to the extent of all outstanding Fax: + (91 11) 2436 1018 dues, if any by the Bondholder to our Company. Details Registration/Identification number 103. Lien on Pledge of Bonds Registration Number 055-7966 Subject to applicable laws, our Company, at its discretion, may note a lien on Company Identification Number L40101DL1975GOI007966 pledge of Bonds if such pledge of Bond is accepted by any bank or institution For further information on changes in the location of the Registered Office, see for any loan provided to the Bondholder against pledge of such Bonds as part “History and Certain Corporate Matters” on page 75 of the Prospectus. of the funding. Address of the RoC 104. Procedure for Rematerialisation of Bonds Our Company is registered with the office of the RoC, situated at the address Bondholders who wish to hold the Bonds in physical form may do so by set forth below. submitting a request to their DP at any time after Allotment in accordance with the applicable procedure stipulated by the DP, in accordance with the The Registrar of Companies, National Capital Territory of Delhi and Haryana th Depositories Act and/or rules as notified by the Depositories from time to time. 4 Floor, IFCI Tower 61, Nehru Place 105. Sharing of Information New Delhi 110 019 Our Company may, at its option, use its own, as well as exchange, share or part Tel: + (91 11) 2623 5704 with any financial or other information about the Bondholders available with our Fax: + (91 11) 2623 5702 Company, its Subsidiary(ies) and affiliates and other banks, financial institutions, Company Secretary and Compliance Officer credit bureaus, agencies, statutory bodies, as may be required. Neither our Company nor its Subsidiaries and affiliates nor its or their respective agents Mr. A.K. Rastogi, Executive Director & Company Secretary and Compliance will be liable for use of the aforesaid information. Officer 106. Notices Chief Financial Officer All notices to the Bondholders required to be given by our Company or the Bond Mr. Kulamani Biswal, Director (Finance) Trustee will be published in at least one national daily newspaper with wide B. CAPITAL STRUCTURE circulation and/or will be sent by post/courier to the Bondholders from time to The details of share capital of our Company as on June 30, 2015 and as on the time, only to Applicants that have provided a registered address in India. date of the Prospectus is set forth below. 107. Jurisdiction Details of share capital Aggregate value The Bonds, the Bond Trust Deed and other relevant documents shall be governed at face value by and construed in accordance with the laws of India. The courts of New Delhi (In ` crore) will have exclusive jurisdiction for the purposes of the Issue. Authorized share capital 10,00,00,00,000 equity shares of face value of ` 10 each 10,000.00 (“Equity Shares”) Issued, subscribed and paid up share capital before the Issue 8,24,54,64,400 Equity Shares 8,245.46 Securities premium account 2,228.34* 30 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

* As on the date of the Prospectus, the aggregate value of the security premium Name, Date of Approximate Address Other Directorships account is ` 2,228.47 crore. Designation, joining Age (Years) For further details, please refer section “Capital Structure” on page 49 of the Occupation the Board Prospectus. and Director Identification C. OUR MANAGEMENT Number (“DIN”) Mr. Subhash October 1, 58 years 151, Madan Indian Companies Name, Date of Approximate Address Other Directorships Chandra Pandey 2013 Lal Block, - BF-NTPC Energy Designation, joining Age (Years) Director (Projects) Asian Games Systems Limited Occupation the Board Village and Director Occupation: - Bhartiya Rail Bijlee Whole-time Complex, Company Limited Identification New Delhi Director - International Coal Number (“DIN”) 110 049 Mr. Anil Kumar Jha July 1, 58 years D 831, Tower Indian Companies DIN: 03142319 Ventures Private Limited Director 2012 7, Ashiyana - NTPC ALSTOM Power Term: Five years - Pan Asian Renewables (Technical) Upwan, Services Private Limited with effect from Private Limited and holding the Ahinsa Part 2, October 1, 2013, - Meja Urja Nigam - Pan Asian Renewables or superannuation, additional charge Indirapuram, Private Limited Private Limited Ghaziabad or further order, of Chairman and - Transformers And Foreign Companies -201301, U.P. whichever is earlier Managing Director Electricals Kerala Nil Occupation: Limited Mr. Kulamani December 54 years 157, Madan Indian Companies Whole-time - NTPC Vidyut Vyapar Biswal 9, 2013 Lal Block, Director - Meja Urja Nigam Nigam Limited Director Asian Games Private Limited DIN: 03590871 - NTPC Electric Supply (Finance) Village - NTPC Electric Supply Term: Five years Company Limited Occupation: Complex, Company Limited with effect from New Delhi - NTPC BHEL Power Whole-time - NTPC Vidyut Vyapar July 1, 2012, or Projects Private Limited 110 049 superannuation, Director Nigam Limited Foreign Companies or further order, DIN: 03318539 - NTPC Tamilnadu whichever is earlier - Bangladesh - India Term: Five years Energy Company Friendship Power with effect from Limited Company Private the date of taking - PTC India Limited Limited over of charge, or Foreign Companies Mr. Umesh Prasad March 1, 59 years 170, Madan Indian Companies superannuation, - Bangladesh-India Pani 2013 Lal Block, - NTPC Electric Supply or further order, Friendship Power Director (Human Asian Games Company Limited whichever is earlier Company Private Resources) and Village - Transformers And Limited holding the Complex, Electricals Kerala New Delhi additional charge Limited Mr. Kaushal November 58 years E-10, B-703, Indian Companies of Director 110 049 - Kanti Bijlee Utpadan Kishore Sharma 1, 2014 Saketdham (Commercial) - NTPC Vidyut Vyapar Nigam Limited Director CGHS, Nigam Limited Occupation: - Kinesco Power and (Operations) Sector-61, Whole-time - NTPC SAIL Power Utilities Private Limited Occupation: Noida – Company Private Limited Director 201301, U.P. - Aravali Power Whole-time - The West Bengal DIN: 03199828 Company Private Director Development Term: Five years Limited DIN: 03014957 Corporation Limited with effect from - Nabinagar Power Term: Five years Foreign Companies March 1, 2013, or Generating Company with effect from superannuation, Private Limited Nil or further order, November 1, 2014 Foreign Companies whichever is earlier - Trincomalee Power Dr. Pradeep Kumar September 54 years C 2/52, Indian Companies Company Limited Government 10, 2013 Shahjahan - Power Grid nominee Director Road, New Corporation of India Occupation: Delhi 110 011 Limited Service Foreign Companies DIN: 05125269 Nil Term: Ex-officio appointment, not liable to retire by rotation

NTPC LIMITED 31 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Name, Date of Approximate Address Other Directorships E. DEBT-EQUITY RATIO Designation, joining Age (Years) The details of the debt-equity ratio of our Company on, standalone and Occupation the Board consolidated, basis are set forth below. and Director Identification (In ` crore) Number (“DIN”) Standalone Consolidated Mr. Anil Kumar October 46 years 15, Type-V Indian Companies Singh 31, 2014 Quarters, - Damodar Valley Particulars Pre Issue* Post Issue# Pre Issue* Post Issue# Government Lodi Road, Corporation Debt Nominee Director New Delhi - - Bhartiya Nabhikiya 110003 Occupation: Vidyut Nigam Limited Long term Debt 78,532.33 79,232.33 93,362.92 94,062.92 Service Foreign Companies DIN: 07004069 Nil Short Term Debt - - 640.15 640.15 Term: Ex-officio Current maturities of 7,463.01 7,463.01 8,248.93 8,248.93 appointment, not Long term Debt liable to retire by rotation Total Debt (A) 85,995.34 86,695.34 102,252.00 102,952.00 Mr. Prashant Mehta July 30, 64 years H 235, Indian Companies Share Capital 8,245.46 8,245.46 8,245.46 8,245.46 Non-official part- 2013 Madhav Nil time Director Nagar, Foreign Companies Reserve and Surplus 73,411.89 73,411.89 73,848.52 73,848.52 (Independent) Opposite Nil Total Equity (B) 81,657.35 81,657.35 82,093.98 82,093.98 Occupation: A.G. House, Gwalior 474 Retired Debt Equity Ratio 1.05 1.06 1.25 1.25 001 DIN: 02284299 (A/B) Term: Three years *Pre-Issue standalone and consolidated figures are as on March 31, 2015. from July 12, 2013, or until further # Post-Issue standalone and consolidated figures have been calculated based upon the ` orders, which ever assumption that the issue of 700 crore is fully subscribed and there is no change in is earlier shareholders’ funds and short term debt subsequent to March 31, 2015. All our Directors are Indian nationals. None of our Directors are wilful defaulters E. HISTORY AND CERTAIN CORPORATE MATTERS as identified by the RBI and/or included in the Export Credit Guarantee Our Company was incorporated on November 7, 1975 under the Companies Corporation default list. Act 1956 as a private limited company under the name, ‘National Thermal Power Corporation Private Limited’. The name of our Company was changed Relationship with other Directors to ‘National Thermal Power Corporation Limited’ on September 30, 1976 None of our Directors is related to another. consequent upon a notification issued by the GoI exempting government For further details please refer section “Management” on page 79 of the companies from the use of the word ‘private’. On September 30, 1985, our Prospectus. Company was converted from a private limited company into a public limited D. SUBSIDIARIES AND JOINT VENTURES company. The name of our Company was changed to ‘NTPC Limited’ and a fresh certificate of incorporation was issued on October 28, 2005. As on the date of the Prospectus, our Company has 4 (four) Subsidiaries, of which 2 (two) are wholly-owned by our Company. Further, as on the date of For information on our business activities and investments, see “Business” on the Prospectus, our Company has 21 joint venture companies for undertaking page 64 of the Prospectus. specific business activities. For further details please refer to section History“ For further details on the Main objects of our Company please refer to section and Certain Corporate Matters” on page 75 of the Prospectus. “History and Certain Corporate Matters” on page 75 of the Prospectus.

32 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

E. FINANCIAL INFORMATION

NTPC LIMITED 33 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

For further details please refer to section “Annexure A -Financial Information” of the Prospectus. For further details regarding “Industry”, “Business” and “Financial Indebtedness”, refer to page no. 61, 64 and 95 of the Prospectus respectively. LEGAL AND OTHER INFORMATION A. OUTSTANDING LITIGATION In the ordinary course of our business, we as well as certain of our officers and employees are involved in legal, regulatory, arbitral and administrative proceedings and claims at various levels of adjudication, including criminal cases (including motor accidents claims, fatal accidents claims, dishonour of cheques, etc.), PIL, appeals against tariff orders of the CERC, civil suits, arbitral claims, taxes (including income and sales tax) and other statutory levies (including royalty and stamp duty claims), employment-related disputes, land-acquisition related disputes and environmental disputes. The total claim against our Company in all such proceedings is not ascertainable, as the monetary claim against us has not been quantified or is subject to assessment or reassessment in many instances.

34 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS The following is a summary of certain material legal proceedings involving decision on merits. our Company as on the date of the Prospectus. For the purpose of this section, 3. The Chhattisgarh Environment Protection Board, Korba, filed a criminal pending legal proceedings where there is monetary claim of ` 100 crore or complaint dated May 6, 2006 (amended subsequently on May 12, 2006 above against our Company have been considered material, as well as certain and August 22, 2006) against a general manager of our Company at Korba, other material criminal, tax-related, regulatory and environmental proceedings alleging violation of the provisions of the Environment Protection Act, 1986 and PILs. This is not an exhaustive presentation of all legal, regulatory, arbitral and the Water (Prevention and Control of Pollution) Act, 1974 in respect of and administrative proceedings that our Company is involved in. Also see “Risk dry ash pollution. The Judicial Magistrate First Class, Katghora, District Factors” on page 13 of the Prospectus. Korba initiated proceedings through criminal case (No. 690 of 2006), Criminal Cases pursuant to order dated May 18, 2006 and issued summons. The general In the ordinary course of our business, we as well as certain of our officers and manager in concern filed criminal revision petition (No. 24 of 2007) before employees are involved, from time to time, in various claims and proceedings the Sessions Judge, Katghora, seeking revision of the cognizance taken by of a criminal nature (including motor accident claims, fatal accident claims, the Judicial Magistrate First Class, Katghora. Such revision petition (No. dishonour of cheques, claims regarding theft of goods including wire, tires, 24 of 2007) was dismissed by order dated August 17, 2011. Our employee computers, sewing machines, etc., criminal miscellaneous petitions for revision, filed criminal miscellaneous petition 638 of 2011 dated September 25, 2011 enforcement or quashing of orders previously passed in relation to employment in the High Court of Chhattisgarh at Bilaspur seeking quashing of the order claims by former employees, relatives of deceased employees, displaced persons, dated August 17, 2011, as well as the order dated May 18, 2006 along with an altercation at one of our project sites (Pakri-Barwadih) resulting in deaths of, the entire proceedings under the criminal case (No. 690 of 2006). The High or injuries to, local citizenry, due to police firing, etc.) pending at different levels Court of Chattisgarh by order dated November 13, 2013 has remitted back of investigation or adjudication, including approximately 100 cases, where the the matter to the Judicial Magistrate First Class, Katghora. aggregate financial implication for our Company, if any, is unascertainable. 4. Criminal proceedings under miscellaneous case (No. 190/2006) were None of our Directors is involved in any criminal proceedings, other than as initiated against a General Manager of our Company at Kahalgaon and provided below. Set out below are details of material criminal proceedings that another employee under Section 133 of the Criminal Procedure Code, our Company is involved in: 1973 (“CrPC”) in respect of alleged water pollution in the river Ganges 1. Deoki Nandan Loharuka filed a criminal writ petition (WP No. 300of on account of discharge of water from ash dyke of our Company. A show- 2011) before the High Court of Orissa at Cuttack against our Chairman cause notice was accordingly issued to our Company by the Sub-divisional and Managing Director and others, alleging that award dated June 16, 2000 Magistrate, Kahalgaon against such general manager. An objection petition passed by the sole arbitrator in respect of a contractual dispute between was accordingly filed seeking dropping of such show-cause proceedings. Deoki Nandan Loharuka and our Company, had been passed through illegal 5. Chittempali Srinu filed a criminal complaint no. 79/2014 dated February 24, suppression of facts and importing of various void clauses. Deoki Nandan 2014 under Section 200 of CrPC before the Court of Judicial Magistrate of Loharuka had earlier filed an application (MJC No. 210 of 2000) before the First Class at Godavarikhani against our Company, BB. Tripathy General High Court of Orissa at Cuttack against such award dated June 29, 2000, Manager (Operations and Management), Ramagundam Super Thermal which matter was relegated to the District Court, Dhenkanal as application Power Station (“RSTPS”) and Subhasis Ghosh, General Manager, RSTPS, (MJC No. 125 of 2002) by the High Court of Orissa at Cuttack pursuant alleging offences under Section 202 and 304A of the Indian Penal Code, to order dated April 19, 2002. The District Court, Dhenkanal had further 1860 due to the negligence which resulted in an accident causing the death rejected applications for interim relief by Deoki Nandnan Loharuka Deoki of Sunani Pavitra. Our Company has filed criminal petition no. 2685 of 2014 Nandnan pursuant to order dated March 11, 2005. Accordingly, Deoki dated December 4, 2014, under Section 482 of CrPC before the High Court Nandan Loharuka has sought in the present criminal writ petition (WP No. of Judicature at Hyderabad to quash the proceedings. 300 of 2011), writs of mandamus and certiorari, calling for the records of 6. Mrs. Y. Srividya, Inspector of Factories, Karimnagar filed criminal complaint the application (MJC No. 125 of 2002 from the District Court, Dhenkanal no. 69/2014 before the Court of the Judicial First Class Munsiff Magistrate and appropriate directions against the orders dated April 19, 2007 and April at Ramagundam against our Company, BB. Tripathy General Manager 9, 2008 of the District Court, Dhenkanal, and to recall application (MJC No. (Operations and Management), Ramagundam Super Thermal Power Station 210 of 2000) and set aside the arbitral award dated June 16, 2000 passed and Mr. Subhasis Ghosh, General Manager and Occupier, Ramagundam by the sole arbitrator. Deoki Nandan Loharuka has further sought orders Super Thermal Power Station alleging contravention of Section 7A (2) (a), directing our Company to issue 5,59,873 Equity Shares in his favour as Section 7A (2) (c), and Section 41 read with Rule 61(F)(2),61(F)(3) and compensation. 61(F)(4) of the Factories Act, 1948 resulting in the accidental death of three 2. Our Company filed WP No. 763 of 2010 in the High Court of Chhattisgarh contract workers on November 7, 2013 at RSTPS. at Bilaspur, challenging the order dated December 10, 2009 of the Industrial For further details please refer section “Outstanding Ligitigation - Legal and Court, dismissing revision petition no. 01/CGIR filed by our Company for Other Infomration” on page 108 of the Prospectus quashing proceedings before the Labour Court-cum-Judicial Magistrate First Class (“JMFC”), Korba, initiated by the Assistant Director, Factories, B. MATERIAL DEVELOPMENTS Health and Safety pursuant to criminal complaint no. 552/FA/05 dated Except as disclosed elsewhere in the Prospectus, no circumstances have occurred November 21, 2005, against a former employee at our Korba plant for which materially and adversely affect or are likely to affect our performance, non-submission of the on-site emergency plan, and notice dated September profitability or prospects, since the date of the last financial information 24, 2005. The High Court quashed the orders dated November 25, 2011 disclosed in the Prospectus. and December 10, 2009 and remitted the matter to the Industrial Court for

NTPC LIMITED 35 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

C. OTHER REGULATORY AND STATUTORY DISCLOSURES June 30, 2015, prepared by P S D & Associates along with our previous statutory auditors, and the consent for which has been provided by P S D & Associates, This is a public issue by our Company of tax-free secured redeemable non- and (iv) credit rating from CARE dated September 1, 2015, our Company has convertible Bonds of face value of ` 1,000 each in the nature of debentures not obtained any expert opinions. having tax benefits under Section 10(15)(iv)(h) of the Income Tax Act, for an amount of ` 400 crore with an option to retain oversubscription of up to ` 300 Minimum Subscription crore for issuance of additional bonds aggregating to a total of up to ` 700* crore In terms of SEBI Circular no. CIR/IMD/DF/ 12 /2014 dated June 17, 2014, the during fiscal 2016. Company is exempted from the requirement of receiving minimum subscription * In terms of the CBDT Notification, our Company has been authorised to issue in the proposed Issue. tax free secured redeemable non-convertible bonds for an amount of ` 1,000 No Reservation or Discount crore during the fiscal 2016 of which at least 70.00% of aggregate amount of Pursuant to the CBDT Notification, at least 70.00% of the bonds issued for bonds is to be raised through public issue . Accordingly, our Company has raising funds through tax free bonds during fiscal 2016 shall be raised through already issued tax-free secured redeemable non-convertible bonds amounting to public issue, of which 40.00% shall be earmarked for Retail Individual Investors. ` 300 crore being 30.00% of the Allocated Amount by way of private placement There is no discount being offered in the Issue, to any category of Applicants. and now plans to raise the balance ` 700 crore through this Issue. Our Company Common Form of Transfer shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in fiscal 2016 shall, in aggregate, not Relevant provisions of the Companies Act and other applicable laws will be duly exceed ` 1,000 crore. complied with in respect of all transfers of the Bonds and registration thereof. The transfer of Bonds in demat form will be done as per the procedure/rules The Issue has been authorized by resolution of the Board passed during meeting prescribed by the relevant Depositories and DPs of the transferor or transferee held on July 30, 2015. The shareholders of the Company had by way of a and other applicable laws and ruled notified in respect thereof. resolution dated September 5, 2014, under Section 180(1)(c) of the Companies Act 2013, approved an increase in the borrowing limit from ` 1,00,000 crore to ` Debenture Redemption Reserve 1,50,000 crore. The aggregate value of the Bonds offered under the Prospectus, Section 71 of the Companies Act, 2013, read with Rule 18 made under Chapter together with the existing borrowings of our Company, is authorised under the IV of the Companies Act, 2013, requires that any company that intends to issue provisions of its Articles of Association and within the approved borrowing debentures must create a DRR for the purpose of redemption of debentures, limits of ` 1,50,000 crore. in accordance with the following conditions: (a) the DRR shall be created out Eligibility to make the Issue of the profits of our Company available for payment of dividend, (b) the DRR shall be equivalent to at least 25% of the amount raised through public issue of Our Company and persons in control of our Company have not been restrained, debentures in accordance with the SEBI Debt Regulations in case of NBFCs prohibited or debarred by SEBI from accessing the securities market or dealing registered with the RBI and no DRR is required in the case of privately placed in securities and no such order or direction is in force. debentures. Accordingly our Company is required to create a DRR of 25% of Further, no regulatory action is pending against the Company before Securities the value of the Bonds issued through the Issue. In addition, as per Rule 18 (7) and Exchange Board of India and Reserve Bank of India. Also, since our (e) of the Companies (Share Capital and Debentures) Rules, 2014, the amounts Promoter is the Government of India acting through the MoP, the requirement credited to DRR shall not be utilised by our Company except for the redemption to disclose detail of any regulatory action pending against our Promoter before of the NCDs. Every company required to create or maintain DRR shall before Securities and Exchange Board of India and Reserve Bank of India, is not the 30th day of April of each year, deposit or invest, as the case may be, a sum applicable. which shall not be less than 15% of the amount of its debentures maturing during Consents the year ending on the 31st day of March, following any one or more of the Consents in writing of our Directors, the Chief Financial Officer, our Executive following methods: (a) in deposits with any scheduled bank, free from charge or Director & Company Secretary and Compliance Officer, the Joint Statutory lien; (b) in unencumbered securities of the Central Government or of any State Auditors, the Escrow Collection Bank(s), the Refund Bank(s), the Bankers to Government; (c) in unencumbered securities mentioned in clauses (a) to (d) and our Company, the Lead Managers, the Consortium Members, the Registrar to (ee) of Section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds the Issue, the Credit Rating Agencies, the Bond Trustee and the Legal Advisors issued by any other company which is notified under clause (f) of Section 20 to the Issue, in their respective capacities, shall/have been obtained and will be of the Indian Trusts Act, 1882. The amount deposited or invested, as the case filed along with a copy of the Prospectus with the RoC. may be, shall not be utilised for any purpose other than for the repayment of debentures maturing during the year referred to above, provided that the amount Expert Opinion remaining deposited or invested, as the case may be, shall not at any time fall Except for (i) the Joint Statutory Auditors’ Reports dated September 9, 2015 below 15% of the amount of debentures maturing during the 31st day of March on the standalone and consolidated reformatted financial information for fiscal of that year. This may have a bearing on the timely redemption of the NCDs by 2015, fiscal 2014, fiscal 2013, fiscal 2012 and fiscal 2011, issued by TR Chadha our Company. & Co., Sagar & Associates, Kalani & Co., P A & Associates, S K Kapoor & Co., B M Chatrath & Co., and P S D & Associates, the Joint Statutory Auditors of our Company, (ii) the Statement of Tax Benefits dated September 9, 2015, issued by TR Chadha & Co., Sagar & Associates, Kalani & Co., P A & Associates, S K Kapoor & Co., B M Chatrath & Co., and P S D & Associates, the Joint Statutory Auditors of our Company, (iii) the limited review report dated July 30, 2015 on the standalone financial information for the 3 (three) months ended 36 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Dividend FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR Our Company has paid dividend for fiscal 2015, 2014, 2013, 2012 and 2011, THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS as under: EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKERS, A. K. CAPITAL SERVICES LIMITED, AXIS CAPITAL Year Dividend Details Dividend Dividend per Declaration Pay Date LIMITED, EDELWEISS FINANCIAL SERVICES LIMITED, AND Amount Share Date SBI CAPITAL MARKETS LIMITED, HAVE CERTIFIED THAT (in ` Crore) (`) THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE 2010-11 Interim (2010-11) 2,473.64 3.00 31-01-2011 14-02-2011 GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE Final (2010-11) 659.63 0.80 20-09-2011 26-09-2011 SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2011-12 Interim (2011-12) 2,885.91 3.50 27-01-2012 09-02-2012 2008 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO Final (2011-12) 412.27 0.50 18-09-2012 25-09-2012 FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR 2012-13 Interim (2012-13) 3,092.05 3.75 26-02-2013 12-03-2013 MAKING INVESTMENT IN THE PROPOSED ISSUE. Final (2012-13) 1,649.09 2.00 17-09-2013 27-09-2013 IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE 2013-14 Interim (2013-14) 3,298.19 4.00 28-01-2014 10-02-2014 ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, Final (2013-14) 1,442.96 1.75 27-08-2014 09-09-2014 ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION 2014-15 Interim (2014-15) 618.41 0.75 30-01-2015 13-02-2015 IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS Final (2014-15) 1,442.96 1.75 EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS Previous Public or Rights Issues by our Company during last 5 years BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT Our Promoter undertook an offer for sale in February 2013 of 78,32,62,880 BANKERS, A. K. CAPITAL SERVICES LIMITED, AXIS CAPITAL Equity Shares pursuant to circular (No. CIR/MRD/DP/18/2012) dated July 18, LIMITED, EDELWEISS FINANCIAL SERVICES LIMITED, AND SBI 2012. Additionally, in June 2014, our Promoter undertook an offer for sale of CAPITAL MARKETS LIMITED, HAVE FURNISHED TO SEBI A DUE 34,83,320 Equity Shares to eligible employees of our Company at a 5% discount DILIGENCE CERTIFICATE DATED [SEPTEMBER 17, 2015] WHICH pursuant to letter (No. F.No. 4(18)/2012-DoD) dated June 26, 2013. READS AS FOLLOWS: In addition to the above, our Company undertook a public issue of tax-free 1) WE CONFIRM THAT NEITHER THE ISSUER NOR ITS secured redeemable non-convertible bonds for an amount aggregating up to ` PROMOTERS OR DIRECTORS HAVE BEEN PROHIBITED 1,750 crore in fiscal 2014. FROM ACCESSING THE CAPITAL MARKET UNDER ANY Utilisation of proceeds from public issues during last 5 years ORDER OR DIRECTION PASSED BY SECURITIES AND EXCHANGE BOARD OF INDIA (“BOARD”). WE ALSO The Company had made a public issue of tax free bonds of ` 1,750 crore in CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED the fiscal 2014, the proceeds of which were utilised as per the objects of the IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM issue stated in the prospectus dated November 25, 2013, i.e., funding of capital FUNCTIONING BY ANY REGULATORY AUTHORITY. expenditure, and refinancing for meeting the direct requirement in ongoing projects, including recoupment of expenditure already incurred. 2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN THE Since our Promoter is the Government of India acting through the MoP, the OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL requirement to disclose details pertaining to previous issuances by group DEVELOPMENT IN THIS ISSUE OR RELATING TO THIS ISSUE companies is not applicable to our Company. UP TO THE COMMENCEMENT OF LISTING AND TRADING Change in Joint Statutory Auditors of our Company during the last 3 years OF THE NCDs OFFERED THROUGH THIS ISSUE SHALL BE The Joint Statutory Auditors of our Company are appointed by the CAG on a INFORMED THROUGH PUBLIC NOTICES/ ADVERTISEMENTS year-to-year basis. IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR “Other Regulatory and Statutory Disclosures - Change in Joint Statutory CLOSURE OF THE ISSUE WILL BE PUBLISHED. Auditors of our Company during the last 3 years” on page 133 of the Prospectus. 3) WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS Track record of past public issues handled by the Lead Managers ALL DISCLOSURES AS SPECIFIED IN THE SEBI DEBT Details of the track record of the Lead Managers, as required by SEBI REGULATIONS. circular (No. CIR/MIRSD/1/2012) dated January 10, 2012, are disclosed on 4) WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS the respective websites of the Lead Managers. The track record of past issues OF THE COMPANIES ACT, 1956, APPLICABLE PROVISIONS handled by AK Capital, Axis, Edelweiss and SBICAP are available at www. OF COMPANIES ACT, 2013, SECURITIES CONTRACTS, akcapindia.com, www.axiscapital.co.in, www.edelweiss.com and www.sbicaps. (REGULATION) ACT, 1956, SECURITIES AND EXCHANGE com, respectively. BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, Disclaimer clause of SEBI GUIDELINES, CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE BOARD WE CONFIRM THAT NO COMMENTS WERE RECEIVED ON OF INDIA SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THE DRAFT PROSPECTUS DATED SEPTEMBER 9, 2015 THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. UPLOADED ON THE WEBSITE OF BSE LIMITED (DESIGNATED SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE STOCK EXCHANGE) ON SEPTEMBER 9, 2015. FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT NTPC LIMITED 37 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Disclaimer clause of BSE RISK FACTORS It is to be distinctly understood that the permission given by BSE Limited should You should carefully consider all the information in the Prospectus, including not in any way be deemed or construed that the Prospectus has been cleared or the risks and uncertainties described under Risk Factors on page 13 of the approved by BSE Limited nor does it certify the correctness or completeness of Prospectus and under “Business” on page 64 and “Annexure A - Financial any of the contents of the Prospectus. The investors are advised to refer to the Information” on page 196 of the Prospectus, before making an investment Prospectus for the full text of the ‘Disclaimer Clause of the BSE Limited’. in the Bonds. Additional risks and uncertainties not known to us or that we Disclaimer clause of NSE currently believe to be immaterial may also have an adverse effect on our It is to be distinctly understood that the permission given by NSE should not business, financial condition and prospects. If any of the following orany in any way be deemed or construed that the Offer Document has been cleared other risks actually occur, our business, financial condition and prospects may or approved by NSE nor does it certify the correctness or completeness of any be adversely affected and the price and value of your investment in the Bonds of the contents of the Offer Document. The investors are advised to refer to the could decline such that you may lose all or part of your investment. Offer Document for the full text of the ‘Disclaimer Clause of NSE’. The financial and other related implications of risks concerned, wherever Statement by the Board: quantifiable, have been disclosed in the risk factors mentioned below. However, (i) Allotment letters shall be issued or application money shall be refunded there are certain risk factors where the effect is not quantifiable and hence has within fifteen days from the closure of the issue or such lesser timeas not been disclosed in such risk factors. The numbering of risk factors has been may be specified by Securities and Exchange Board or else the application done to facilitate ease of reading and reference, and does not in any manner money shall be refunded to the applicants forthwith, failing which interest indicate the importance of one risk factor over another. shall be due to be paid to the applicants at the rate of fifteen per cent per annum for the delayed period. You should not invest in the Issue unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your own (ii) All monies received pursuant to the Issue shall be transferred to a bank tax, financial and legal advisors about the particular consequences ofan account other than the bank account referred to in Section 40 of the investment in the Bonds. Companies Act 2013 and shall not be utilised for any purpose other than; a. for adjustment against allotment of securities where the securities Unless otherwise stated, our financial information used in this section is have been permitted to be dealt with in the stock exchange or stock derived from our consolidated reformatted financial information for fiscal exchanges specified in the prospectus; or 2015, 2014, 2013, 2012 and 2011 prepared in accordance with accounting standards generally accepted in India, and our unaudited standalone financial b. for the repayment of monies within the time specified by the Securities information for June 30, 2015. and Exchange Board, received from applicants in pursuance of the prospectus, where the company is for any other reason unable to allot RISKS RELATING TO OUR BUSINESS securities.; 1. Our expansion and diversification plans are subject to a number of risks (iii) Details of all monies utilized out of the Issue shall be disclosed under an and uncertainties, which may result in an adverse effect on our business, appropriate separate head in our Company’s financial results, indicating the financial condition and prospects. purpose for which such monies were utilized; and 2. Power projects generally have long gestation periods and subject us to (iv) Details of all unutilized monies out of the Issue, if any, shall be disclosed various operational risks, which may result in an adverse effect on our under an appropriate separate head in our Company’s financial results, business, financial condition and prospects. indicating the form in which such unutilized monies have been invested. 3. We have significant fuel requirements and may not be able to ensure (v) The funds raised by us from our previous bonds issues have been utilized for availability of adequate fuel at competitive prices. Also, we may not be our business as stated in their respective offer documents able to ensure availability of sufficient amounts of coal of the grade, Mechanism for redressal of investor grievances quality and specifications that we require in order to operate our coal- Karvy Computershare Private Limited has been appointed as the Registrar based power stations, at commercially reasonable prices. to the Issue to ensure that investor grievances are handled expeditiously and 4. The power sector in India is highly regulated. For instance, tariff satisfactorily and to effectively deal with investor complaints. regulations issued by the CERC, may adversely affect our business, Communications in connection with Applications made in the Issue should be financial condition and prospects. Moreover, other regulatory matters addressed to the Registrar to the Issue, quoting all relevant details including and changes in applicable law and policy may adversely affect us. the full name of the sole/first Applicant, Application Form number, Applicant’s 5. Our PPAs may expose us to certain risks that may affect our business, Depository Participant ID (“DP ID”), Client ID and PAN, number of Bonds financial condition and prospects. Further, there is no assurance that we applied for, date of the Application Form, name and address of the Member of the will be able to sell power outside the long term PPAs and this could have Syndicate or Trading Members of the Stock Exchanges or Designated Branch of the SCSB, as the case may be, where the Application was submitted, and cheque/ an adverse impact on our revenues. draft number and issuing bank, or, with respect to ASBA Applications, the ASBA 6. Weak financial position of distribution companies adversely affects our Account number in which an amount equivalent to the Application Amount was ability to recover dues from them and poses an off take risk which may blocked. Applicants may contact our Executive Director & Company Secretary adversely affect our financial position. and Compliance Officer and/or the Registrar to the Issue in case of any pre- 7. We are involved in a number of legal and other proceedings and claims Issue or post-Issue related problems such as non-receipt of Allotment Advice, that may be determined against us. Further, opposition from local refunds, interest on Application Amounts or refund or credit of Bonds in the communities may adversely affect our business. respective beneficiary accounts, as the case may be. Grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the 8. We have incurred significant indebtedness and may incur substantial relevant SCSB. additional borrowings in connection with our business. 38 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 9. Failure to obtain or renew necessary regulatory approvals may adversely 27. The President of India acting through the MoP exercises a majority affect our business, financial condition and prospects. control in the Company, which enables it to influence the decision 10. Our Joint Statutory Auditors may have included certain notes and making process. matters of emphasis in their reports on financial statements included 28. We may be adversely affected by changes in Government policy and in the Prospectus, which should be considered carefully by prospective shareholding. investors in the Issue. 29. Failure to protect intellectual property rights may adversely affect our 11. We have significant contingent liabilities, which may result in an adverse business and prospects. effect on our business, financial condition and prospects, to the extent 30. Risks relating to accelerated solar capacity addition that any such liabilities materialize. 31. Risks relating to trading of solar power under National Solar Mission 12. We are subject to various environmental, occupational, health and safety 32. We have entered into certain transactions with related parties. Any and other laws, which may subject us to increased compliance costs that transaction with related parties may involve conflicts of interest may have an adverse effect on our business, financial condition and prospects. 33. In addition to our Rupee borrowings and financial activities, we currently have foreign currency borrowings as well as financing activities, which 13. Our accounts are subject to audit by the Comptroller and Auditor- are likely to continue or increase in the future, which will expose us to General of India and may be adversely affected by any adverse finding in fluctuations in foreign exchange rates, which could adversely affect our the audit of the accounts. financial condition. 14. Our business, financial condition and prospects may be adversely 34. Failure or delayed updating of our Information Technology systems affected if we are unable to take advantage of certain tax benefits or if could significantly affect our business operations. there are adverse changes to the tax regime in the future. RISKS RELATING TO INDIA 15. The Prospectus includes certain unaudited financial information in relation to our Company. Reliance on such information should, 35. Economic, political or other factors beyond our control may have an accordingly, be limited. adverse impact on our business, financial condition and prospects. 16. Inability to attract and retain, or appropriately replace, our key personnel 36. Changing laws, rules and regulations and legal uncertainties, including and sufficient skilled workers may adversely affect our business, financial adverse application of corporate and tax laws, may adversely affect our condition and prospects. business, financial condition and prospects. 17. We may be adversely affected by strikes, work stoppages or increased 37. Our ability to raise capital outside India may be constrained by Indian wage demands or any other kind of disputes involving our work force. law. Further, Government announcements relating to increased wages for 38. The effects of the planned convergence with IFRS and the adoption of public sector employees will increase our expenses. “Indian Accounting Standards converged with IFRS” (IND-AS) are 18. We may encounter problems relating to the operations of our Joint uncertain. Venture/Subsidiaries, which may result in an adverse effect on our 39. Our ability to invest in overseas Subsidiaries and Joint Ventures may be business, financial condition and prospects. constrained by Indian and foreign laws. 19. Our operations and expansion plans have significant water requirements RISKS RELATING TO INVESTMENT IN THE BONDS and we may not be able to ensure regular and adequate availability of 40. We are required to create a debenture redemption reserve (DRR) water. equivalent to 25% of the value of the NCD offered through this Issue 20. We have negative cash flows in investing and financing activities in out of profits available for distribution of dividends. In the absence of recent periods. sufficient profits, we may not be able to transfer adequate amounts to the 21. Our Company has not appointed the requisite number of independent DRR. directors and woman director on its Board. 41. There has been only a limited trading in the bonds of such nature and 22. While we generate high levels of ash in our operations, our ash the price of the Bonds may be volatile subject to fluctuations. utilization activities may be insufficient to dispose of all the ash that we 42. There is no guarantee that the Bonds will be listed on the Stock generate. Our power generation capacity may be adversely affected to the Exchange(s) in a timely manner or at all, or that monies refundable to extent that we are unable to appropriately utilize ash generated for our Applicants will be refunded in a timely manner. operations as per stipulated laws and timelines. 43. You may not be able to recover, on a timely basis or at all, the full value 23. The interests of our Directors may cause conflicts of interest in the of outstanding amounts on the Bonds. ordinary course of our business. 44. Changes in interest rates may affect the price of the Bonds. 24. Some of our immovable properties may have certain irregularities in 45. A downgrade in credit rating of the Bonds may affect the price of the title, which may adversely affect us. Bonds. 25. Inability to adapt to technological changes or disruptions to our 46. The Bonds are eligible for tax benefits under Section 10(15)(iv)(h) of the technology platforms or business or communication systems may Income Tax Act, only up to the amount of interest on the Bonds adversely affect us. 47. Payments on the Bonds will be subordinated to certain tax and other 26. Our business involves numerous risks that may not be covered by liabilities preferred by law. insurance.

NTPC LIMITED 39 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts and documents, not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than 2 years before the date of the Prospectus, which are or may be deemed material, have been entered or are to be entered into by our Company and may be inspected at the Registered Office of our Company from 10.00 A.M. to 4.00 P.M. (Indian Standard Time) on all Working Days from the date of the Prospectus until the Issue Closing Date. For details of Material Contract and Documents Pertaining to the Issue see section titled on page 194 of the Prospectus. DECLARATION We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act 2013 (to the extent in force) and the rules made thereunder, the Companies Act 1956 (to the extent not repealed) and the rules made thereunder, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities Contracts (Regulation) Act, 1956 and the rules and regulations made thereunder, the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder, each, as amended, and rules/ regulations/ guidelines/ circulars issued by the Government of India, the Securities and Exchange Board of India and other competent authorities in this respect, from time to time, have been duly complied with and that no statement made in the Prospectus contravenes any such requirements. We further certify that the Prospectus does not omit disclosure of any material information that may make the statements made herein, in the light of the circumstances in which they were made, misleading and that all statements in the Prospectus are true and correct in all material respects. Signed by the Board of Directors

Mr. Anil Kumar Jha Mr. Umesh Prasad Pani* Chairman and Managing Director and Director (Human Resources) Director (Technical)

Mr. Subhash Chandra Pandey Mr. Kaushal Kishore Sharma Director (Projects) Director (Operations)

Dr. Pradeep Kumar* Mr. Anil Kumar Singh* Government Nominee Director Government Nominee Director

Mr. Prashant Mehta* Mr. Kulamani Biswal Non-official part-time Director Director (Finance) and Chief Financial Officer

*Mr. Umesh Prasad Pani, Dr. Pradeep Kumar, Mr. Anil Kumar Singh and Mr. Prashant Mehta through their constituted attorney, Mr. Anil Kumar Rastogi, Company Secretary. Place: New Delhi Date: September 17, 2015 FOR FURTHER DETAILS PLEASE REFER TO THE PROSPECTUS

40 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

TIMING FOR SUBMISSION OF APPLICATION FORMS Applications Forms for the Issue will be accepted only between 10.00 A.M. and 5.00 P.M. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges during the Issue Period mentioned above, between Monday and Friday, both inclusive, barring public holidays: (i) by the members of the Syn- dicate or Trading Members of the Stock Exchange(s), as the case may be, at the centres mentioned in the Application Form through the non-ASBA mode, or (ii) in case of ASBA Applications, (a) directly by Designated Branches of SCSBs or (b) by the centres of the members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, only at the specified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat) (“Specified Cities”), except that on the Issue Closing Date, Application Forms will be accepted only between 10.00 A.M. and 3.00 P.M. (Indian Standard Time) and uploaded until 5.00 P.M. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges (after taking into account the total number of Applications received up to the closure of timings for acceptance of Application Forms as stated herein). Applicants may also make their Applications through Direct Online Application Mechanism (see “Issue Procedure” on page 173 of the Prospectus for further information) using the online payment facility of- fered through the Stock Exchange(s) during the Issue Period, subject to such online payment facility being made available by the Stock Exchange(s) prior to the date of filing of the Prospectus by our Company with RoC. Due to limitation of time available for uploading Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 P.M. (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under the Issue. The Bonds are being issued at par and the full amount of the face value per Bond is payable on Application, except ASBA Application. Neither our Company nor the members of the Syndicate or Trading Members of the Stock Exchanges shall be liable for any failure in uploading Applications due to failure in any software/hardware system or otherwise. CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMS In case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Members of Syndicate, at the addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of the Application shall forward the Application Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except Specified Cities, as above),the ASBA Application Forms should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/ Trading Members as specified below: A. K. STOCKMART PRIVATE LIMITED AGRA A K Stockmart Pvt Ltd C/O Ikita Gupta Ikita Gupta 9 SBI Colony 1st Floor Opp Subhash Park Mg Road 282002 IIFL 12/12A, Block No. 118, Maruti Plaza, Sanjay Palace, Agra-282002 AHMEDABAD A K Stockmart Pvt Limited Karuranakaran Mudliar 101, “Kaivanna”, Near Centre Point, Panchavati Circle, off. C.g. Road 380009 IIFL 2nd floor,3rd Floor & 4th Floor, High Street- I,AbovePromart Showroom, Opp. Law Garden, Near Law Garden Cross Road,, Ahmedabad, 380006 IIFL India Infoline Ltd – 2nd Floor, High Street 1, Near G L S College , Above Pro Mart Mall, Law Garden Cross Road, Ahmedabad – 380006 JM Financial Services Ltd MrBhavesh Shah/Mr.Girish Shah G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad 380 009 AJMER IIFL Onkar Bhawan , Above Allahabad Bank Kutchery Road, Ajmer, 305001 A K Stockmart Pvt Ltd C/O Padmavati Financial Services Puneet Tondon Bldg -28 Hastings Road 211001 ANAND IIFL S-13/14/15, Triveni Shopping Arcade, Anand Vidyanagar Road, Anand-388001 BANGALORE A K Stockmart Pvt Limited Naveen Subbarao Office No.709/710, 7th Floor, Brigade Tower, No – 135, Brigade Road 560025 JM Financial Services Ltd MrYeriswamy Reddy/Mr Prashant Upadhyay 97/4 Residency Rd, Bangalore 560 025 IIFL #31/9, Krimson Square, 2nd Floor, above Vishal Megamart, RoopenaAgrahara, BegurHobli, Hosur main Road, Nr Silk Board junction,, Bangalore, 560068 IIFL India Infoline Ltd, SG007, South block, Manipal Centre, Deckenson Road Banglore-560042 BHAVNAGAR A K Stockmart Pvt Ltd C/O Siddharth Udaybhai Sarvaiya Siddharth Udaybhai Sarvaiya B/11-12 Radheshyam Complex Below IDBI Bank Waghawadi Road 364002 IIFL 101,102 Sterling Centre, Above Kotak Mahindra Bank,Waghwadi Road, Bhavnagar-364002 BHILWARA A K Stockmart Pvt Ltd C/O Anil Kumar Ladha Anil Kumar Ladha 1-N-58 R.C.Vyas Colony Near Water Tanki 311001 A K Stockmart Pvt Ltd C/O Pr Financial Consultants Pvt Ltd Prabir Kumar Rath 18 Bapuji Nagar 751009 IIFL 1St Floor, Somi Palace,M5/17,Acharya Vihar,, Bhubaneshwar, 751013 CALICUT IIFL 18/194 A29 and 4th Floor,Parco Complex Kallai,Road,,Calicut-673002 CHANDIGARH IIFL Sco 3015/16, Opp. Kisan Bhawan, 2nd Floor, Sec 22D, Chandigarh, Chandigarh, 160022 IIFL India Infoline Ltd, Sco-114-115, 2nd Floor/Sec-34 A, Chandigarh-160022 CHENNAI A K Stockmart Pvt Limited I Dhinakaran No.17A,1st Floor, Wellington Estate, Ethiraj Salai, Egmore 600008 IIFL India Infoline Tower,No.143, M.g.r. Road,Near Lifeline Hospital, Perungudi,, Chennai, 600096 IIFL India Infoline Ltd - Ganesh Complex , No-203, 2Nd Floor , Anna Salai, Teynampet, Chennai - 600018 CHENNAI JM Financial Services Ltd Mr MNKalaiselvan/Mr. G Ramesh/Ms. Sumithra Gee Gee Crystal - 5th Floor,91-92. Dr.RadhakrishnanSalai, Mylapore, Chennai 600 004 COIMBATORE IIFL No 657, 4th Floor,Tri Star Towers,Avanashi Road,Coimbatore-641037 A K Stockmart Pvt Ltd C/O Biswa Prasad Das Biswa Prasad Das 2nd Floor KB Complex Station Road Near HP Petrol Pump College Square 753003 A K Stockmart Pvt Ltd C/O Vikash Srivastava Vikash Srivastava Kaibalya 1st Floor Link Road Above Ing Vyasa Bank 753012 DEHRADUN IIFL 27B,1st Floor,Above LG Showroom,Rajpur Road,Dehradun-248001 DELHI (INCLUDE NOIDA) IIFL 310,311,312,3Rd Floor, Ashoka Estate,24,Barakhamba Road,Connaught Place,, Delhi, 110001 IIFL India Infoline Limited , 310, 313, Third Floor, Ashoka Estate , Barakhamba Road, New Delhi-110001 DHANBAD A K Stockmart Pvt Ltd C/O Poonam Agarwal Poonam Agarwal Narayani Securities 307 Sai Ram 09864014385Laza Bank More 826001 IIFL Office No. 5, First Floor , Mahaluxmi Metro Tower , Plot No C1 , Sector 4 ,Vaishali , Ghaziabad -201010 GORAKHPUR A K Stockmart Pvt Ltd C/O Dhiraj Kumar Gupta Dhiraj Kumar Gupta 1st Floor Ram Govind Complex Opp Raj Cinema Sumer Sagar Road 273001 GURGAON IIFL IIFL, Plot No-98, UdyogVihar Phase -IV, Gurgaon, Haryana PIN- 122016 GUWAHATI A K Stockmart Pvt Ltd C/O Amit Investment Ratanlal Jain 1st Floor Room No.1 Kamakhya Umananda Bhawan A.t. Road 781001 A K Stockmart Pvt Ltd C/O Paras Mal Jain Paras Mal Jain Saraf Bldg Annex R No 5 3Rd Floor At Road 781001 GWALIOR IIFL Ground Floor,D1,Basant Vihar,Gwalior-474002 HISSAR A K Stockmart Pvt Ltd C/O Indrawati Sharma Indrawati Sharma Bld-22-24 Pushpa Complex 125005 HYDERABAD IIFL My Home Sarovar Plaza, 5th and 6th floor No. 5-9-22, Shapurwadi, Adarshnagar, Opp:- Secretariat,, Hyderabad, 500004 IIFL India Infoline Ltd - #5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad - 500004 JM Financial Services Ltd Mr Chandrasekhar/Mr. KalyanChakravarthy 9-10 Uma Chambers,3rd Floor, Banjara Hills, Hyderabad 500 034 INDORE IIFL 106/107 1st Floor Arean Hights AB Road Opp C21 Mall, Indore, 452001 JM Financial Services Ltd Mr. Manish Upadhyay/Ms. Arti Ug-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Indore 452 004 JABALPUR IIFL 255, 2nd Floor,NapierTown,ModelRoad,Shastri Bridge,Jabalpur-482001 JAIPUR A K Stockmart Pvt Ltd C/O Hem Securities Ltd Babita 203 Jaipur Tower M.i Rd 302001 IIFL 403, 404 and 405, 4th floor, City Mall, C-21B, Bhagwan Das Road, C -Scheme, Jaipur, Rajasthan - 302001 JM Financial Services Ltd MrSanwar Mal Bhargav G -7 & G-8,Brij Anukamba,Plot No.K-13, AshokaMarg,C-Scheme, Jaipur 302 001 JALANDHAR IIFL Second Floor, Sai Mall, Model Town, Near KFC ,Jalandhar, Punjab-144001 JAMNAGAR A K Stockmart Pvt Ltd C/O Alpesh N Dattani Alpesh N Dattani 2-A Second Floor Avantika Complex Limda Lane 361001 JAMSHEDPUR IIFL 2nd Floor,OmTower,MainRoad,Bistupur,Jamshedpur, JAMSHEDPUR, 831001 JODHPUR A K Stockmart Pvt Ltd C/O Virendra Mehta Virendra Mehta 204 Poonamcomplex Sardarpura 3rd Road 342003 IIFL Flat No 202, Shree Plaza, JaljogChauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001 JUNAGADHIIFL Moti Palace, 1st Floor, Office No. 2, Opp. Raiji Baug, Moti Baug, Junagadh - 362001 Kanpur A K Stockmart Pvt Ltd C/O SPFL Securities Limited Neeraj Jain Ground Floor 2G Kan Chamber 14/113 Civil Lines 208002 IIFL 45, Bhargava Estate, Civil Lines, Kanpur 208001 KOCHI/ERNAKULAM IIFL I, II and III Floor Sana Tower M.G.Road, Cochin, 682016 KOLHAPUR IIFL India Infoline Ltd,C S No 1089 E Ward 2 nd Floor,Anand Plaza Near ICICI Bank,Rajaram Road Rajarampuri 416001 KOLKATA A K Stockmart Pvt Limited Suman Banerjee Om Towers,Unit No.1408, 14th Floor,32,J.l.nehru Road 700071 IIFL India Infoline Ltd. 5th, 7th and 9th Floor AC Market 1 ShakesphereSarani, Kolkatta, 700071 IIFL India Infoline Ltd - Zonal Off, 9th Floor, 1, ShakespereSarani, ACMarket, Theatre Road Kolkata - 700071 JM Financial Services Ltd Mr. BhaskarChaterjeeKankaria Estate, 8th Flr,6th Little Russell Street, Kolkata 700 071 KOTA IIFL H.No. 12/192, Aashirwad Gaurav Plaza, 2nd Floor, Shop No. 3,4,5&6, Gumanpura, Kota, Rajasthan-324007 LUCKNOW IIFL 4th Floor,DTL Plaza, 19 Way Road, Adjacent to P.K. Complex,, Lucknow, 226001 NTPC LIMITED 41 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

LUDHIANA IIFL 504, 5th Floor, SCO - 18 , Feroze Gandhi Market ,Ludhiana (punjab)-141001 MADURAI IIFL No.55, Second Floor East Veli Street, Madurai, 625001 MANGALORE IIFL No 18,19 &20 , 2nd Flr Manasa Towers M.g.road, Mangalore - 575003 MEERUT IIFL 2A, 2nd Floor, Above HDFC Bank,381, Western Kethehary Road,, Meerut, 250002 MUMBAI A K Stockmart Pvt Limited Sanjay Shah 30-39, Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point 400021 IIFL IIFLHouse,Sun Infotech Park,Road No 16V,Plot No B-23,MIDC,Thane Industrial Area,Wagle Estate,, THANE, 400604 IIFL India Infoline Ltd, Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001 JM Financial Services Ltd Mr Kaushik Datta/R Mukundan/Ms Armin Irani 2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001 JM Financial Services Ltd MrAshitVora 1st Floor, Patel House, Next to Bank of Baroda,M G Road, Vileparle (E), Mumbai 400 057 JM Financial Services Ltd Ms Jyotsna Solanki/Mr C V George 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , OppChintamaniJewellers, Borivali (West), Mumbai-400 092. JM Financial Services Ltd Mr. TilakSanil/Mr. Biren Solanki 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai 400 075 JM Financial Services Ltd Mr. KedarPimputkar Ground Floor, Anushka, New Link Rd,Andheri (West), Mumbai 400 053 JM Financial Services Ltd Mr. Nayan Parikh Office No.2, 1st Floor,Patel Shopping Center, Near Malad Subway, SainathRoad,Malad (West), Mumbai 400 064 MUZAFFAR NAGAR A K Stockmart Pvt Ltd C/O Mani Kanta Jain Mani Kanta Jain 15-D Vakil Road New Mandi 251001 MYSORE IIFL No. 858, 859/CH20, Nakshatra, 2nd Floor, Narayana Shastri Road, Kr Mohalla, Mysore, Pin-570024 NAGPUR IIFL 3th floor Shreejeekrupa building, Gandhi Square, New Itwari Road, Nagpur-440002 NASIK IIFL Office No 10 & 11, First Floor, Viraj Corner Bldg.,Sharanpur Road, Canada Corner,Nashik, NASIK, 422005 NAVI MUMBAI ICICI Securities Ltd ShreeSawan knowledge Park, Plot No. D-507, T.T.C Industrial Area, M.I.D.C, Turbhe, Navi Mumbai- 400705 JM Financial Services Ltd Mr. Meghnath/Ms. VaishaliPawar 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi , Navi Mumbai NEW DELHI A K Stockmart Pvt Limited Sandeep Sharma 609, 6th Floor, Antriksh Bhawan, 22 Kasturba Gandhi (K.g)Marg, Connaught PLACE, 110001 JM Financial Services Ltd Mr Prasad Nair/Mr C S Tiwari 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001 NOIDA A K Stockmart Pvt Ltd C/O Shipra Rai Shipra Rai C/O Wealth Direct Sf-20 2nd Floor Ansal Fortune Arcade Sector-18 201301 PATNA IIFL Ashiana Chamber , Exhibition Road, Patna, 800001 PUNE A K Stockmart Pvt Limited Makarand Apte Office No. 705, 7th Floor, Sohrab Hall, 21, Sasoon Road 411001 IIFL Lohia Jain It Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road,, Pune, 411038 IIFL : India Infoline Ltd,Plot No 886,CTS -1249/1250,Office No. C, Above Greetwel, Goodluck Chowk Deccan Gymkhana Pune 411004 JM Financial Services Ltd MrAnandShirke/Mr Sanjay Yelwande 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune 411 004 RAIPUR IIFL 1st Floor, Nagdev Plaza, Block A,JaiRoad,Kutchery Chowk,, RAIPUR, 492001 RAJKOT IIFL 2nd & 3rd Floor,Millennum Square, Opp. Girnar Cinema, Phulchhab Press,, RAJKOT, 360001 JM Financial Services Ltd MrSonaVerghese 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017 RANCHI IIFL 4th Floor,KaushalyaChambers,P P Compound,Ranchi-834001 Secundarabad JM Financial Services Ltd MrMallesh/Mr Praveen Chary 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003 SURAT A K Stockmart Pvt Ltd C/O Concept Securities Pvt. Ltd Hemant Ishverlal Desai 401 Empire State Building Nr. Udhna Darwaja Ring Road 395002 IIFL 701,702,709,710, 21st Century Business Centre,Ringroad,Surat, Surat, 395002 JM Financial Services Ltd Mr. Dipen Shah /Mr Nishant Trivedi 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Surat 360 002 SURENDRANAGAR A K Stockmart Pvt Ltd C/O Damyantiben Harivallabhbhai Jani Damyantiben Harivallabhbhai Jani 2-A Second Floor Avantika Complex Limda Lane 361001 THIRUVANANTHAPURAM IIFL 2nd Floor,Menathottam Chambers, Pattom P.o, Trivandrum, Pin - 695004 TRICHY IIFL 74, Salai Road, Trichy-620018 VADODARA A K Stockmart Pvt Ltd C/O Nishil Marfatia Nishil Marfatia 216 402- Glaxy Complex Near Pizza Inn Jetalpur Road 390007 JM Financial Services Ltd Mr. Ghanshyam Vyas/MrRashmin Jadhav G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 007 IIFL 3rd Floor,BhagwandasChamber,Opp Circuit House,RCDutt Road,Baroda-390007 IIFL India Infoline Ltd - 3rd Floor , Bhagwan Chambers, Opp. Circuit House , Alkapuri, Baroda - 390007 VARANASI A K Stockmart Pvt Ltd C/O Shriram Distributor Sanjay Kapoor D-64/127 C-H Arihant Complex Nagar Nigam Road Sigra 542001 IIFL Arihant Complex, D-64/127 C-H, Third Floor, Sigra, Varanasi - 221010 VIJAYAWADA IIFL D.no12-11-5,Opp.HDFC Bank Raja Rangayya Appa Rao Street,, Vijaywada, 520001 VISAKHAPATNAM IIFL India Infoline Ltd ,4th Floor, Sai Trade Centre, Axis Bank Building,Dwarkanagar Vizag-530016 JM Financial Services Ltd Mr Satish Door No 9-1-224/4/3, 1st Floor, NandanNirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam 530 003 AXIS CAPITAL LIMITED AGRA :SMC Global Securities Ltd, F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place, Pin:380003, Ph:7520787708, AHMEDABAD :Marwadi Shares & Finance, 9/10, Haridarshan Complex, Opp HDFC Bank,ManinagarChaarRasta,Maninagar, Pin:380008, Marwadi Shares & Finance, Amazon Corporation Park, Part 4, B/h.Navrangpura Post Office,Choice Restaurant Lane,Off C G Rd, Pin:380009, Marwadi Shares & Finance, Ast-Mangal, Nr Rajasthan Hospital, Sahibaug, Pin:380004, JM Financial Services, G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Pin:380009, Ph:079-26576666, Kotak Securities Ltd, 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road, Pin:380006, Ph:26587276, RR Equity Brokers Pvt Ltd, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Pin:390009, Ph:079-40211888, SMC Global Securities Ltd, 10-A, Kalapurnam,C G Road,Near Municipal Market, Pin:560008, Ph:9825612323, ANAND :Jhaveri Securities, 305,Sanket Tower, Nr.GRIDChawkdi, Ph:02692-247566, ASANSOL :VCK Share & Stock Broking Services Ltd,PansariSadan Income Tax Compound West Apcar Garden,Pin:713304, Ph:0341- 2250119, BANGALORE :Axis Capital Ltd, 2nd Floor, No.1, Express Building, Queens Road, Pin:560002, Ph:080-22058512, JM Financial Services,97/4 Residency Road,Pin:560025, Ph:050- 30912400, Kotak Securities Ltd, Umiya Landmark, 2nd Flr, No:10/7 -Lavelle Rd, Pin:560001, Ph:080-66203697, RR Equity Brokers Pvt Ltd, S-111, Manipal Centre, 47, Deckenson Road, MG Road, Pin:560042, Ph:080-42477177, SMC Global Securities Ltd, 2003/2, 2Nd Floor, (Above Tata Docomo Showroom), 100 Ft Road, Hal 2nd Stage, Pin:600031, Ph:9739161699, BHARUCH :Jhaveri Securities, 16,Aashirwad Cmplx,PanchBatti, Ph:02642-250331, Jhaveri Securities, 4,Bluchip Cmplx.,Next to ICICI Bk,Sevashram Rd, Ph:02642-261330, BHAVNAGAR :Jhaveri Securities, 198 MadhavDarshan, Waghawadi Rd, Pin:364001, Ph:0278-2411324, Marwadi Shares & Finance, 203 PrithviComplex. 2nd Floor, Kalanala, Ph:0278-2433713, BHOPAL :Kalpataru Multiplier Ltd, 102-103, Earning Point, MandakiniChouraha, Ph:0755-4276709, Kalpataru Multiplier Ltd, 12-B, Indrapuri, Near SBI, Plant Area Branch, Bhel, Pin:462021, Ph:0755-4261959, Kalpataru Multiplier Ltd, 134-136, Bhopal Plaza, Nr Bhopal Talkies, Hamidia Road, Ph:0755-4094059, Kalpataru Multiplier Ltd, E-3/103 Arera Colony, Near Cindrella School, Pin:462016, Ph:0755-4276724, Kalpataru Multiplier Ltd, Hall-2, 1st Flr, Above Central Bk,GTBCmplx, T T Nagar, Pin:462001, Ph:0755-4235726, Kalpataru Multiplier Ltd, Kalpataru House, 18 Itwara, Pin:462001, Ph:0755-4084201, BURDWAN :VCK Share & Stock Broking Services Ltd,223/3 G.T.Road Beside Municipal High School,Pin:713101, Ph:0342-2665419, CHANDIGARH :RR Equity Brokers Pvt Ltd, SCO-89, First Floor, Sec-44C, Pin:160047, Ph:0172-4620067, CHENNAI :Axis Securities Ltd, 11, Vijay Delux Apts., 7/4 First Main Road, CIT Colony, Mylapore, Pin:600004, Ph:044-39184335/4226, B N Rathi Securities Ltd: No.34/8, Thambiah Road Extn, 1st Floor, West Mambalam Pin- 600 033, Ph: 044 - 42123777, JM Financial Services, Gee Gee Crystal - 5th Floor,91-92. Dr.RadhakrishnanSalai, Mylapore, Pin:600004, Ph:044-42255666, Kotak Securities Ltd, GRR Business Centre, New No.21, Vaidyaram Street, T.Nagar, Pin:600017, Ph:66462000, RR Equity Brokers Pvt Ltd, 3rd Floor, Precision Plaza, New #397, Teynampet, Annasalai, Pin:600018, Ph:044-42077370, SMC Global Securities Ltd, Salzburg Square,Flat No.1, 3rd Floor, Door No107,Harrington Road Chetpet, Pin:248001, COIMBATORE:Kotak Securities Ltd, 1st Floor, Red rose chamber, 1437,Trichy road, Pin:641018, Ph:0422-6699666, B N Rathi Securities Ltd: 1055/22, Gowtham Centre,3rd Floor, Avinashi Road, Pin- 6410 018 Ph: 0422 - 4368774, 4378777, DEHRADUN :RR Equity Brokers Pvt Ltd, Shop No.17, Shiva Palace, 57/19 Rajpur Road, Pin:248001, Ph:0135-2714154, SMC Global Securities Ltd, 7,8,9&10 Shiva Palace, Second Floor, Rajpur Road, Ph:8755595566, DURGAPUR :VCK Share & Stock Broking Services Ltd, 24, Maulana Azad Sarani City Centre, Pin:713216, Ph:0343-2565537, FARIDABAD :RR Equity Brokers Pvt Ltd, Shop No. 55, 1st Floor, Near Flyover,NeelamChowk, NIIT, Faridabad, Pin:121001, Ph:0129-2427361, GANDHIDHAM :Jhaveri Securities, 202, Navratna Enclave, Plot No.333, Sector 12-B, Pin:370201, Ph:2836-305474/230204, GHAZIABAD :RR Equity Brokers Pvt Ltd, 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Pin:201002, Ph:0120-2828090, HISSAR :SMC Global Securities Ltd, Mago Securities Ltd 104, Scf Gram, 1St Floor Green Square Market, Pin:500003, Ph:9416023332, HYDERABAD :Axis Securities Ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda, Pin:500082, Ph:040- 39893626/30658502, JM Financial Services, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad, Pin:500003, Ph:040-39825200, B N Rathi Securities Ltd 6-3-652, “KAUTILYA”, 4th Floor, Amrutha Estates,Somajiguda, Pin-500 082 Ph: 040- 30527777, 3072777780-424771, JM Financial Services, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Pin:500034, Ph:040-66360009, Kotak Securities Ltd, 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (Lane Opp to DBR Diagnosis), Secunderabad, Pin:500003, Ph:65326394, SMC Global Securities Ltd, 206, 3Rd Floor Bhuvana Towers, Above CMR Exclusive, S D Road Secunderabad, Ph:9347453777, INDORE:JM Financial Services, UG-7 & 8, Ground Floor, D M Tower,21/1, Race Course Road, Pin:452004, Ph:0731-3072111, SMC Global Securities Ltd, 206,Gold Arcade 3/1 New PalasiaOppCurewell Hospital, Ph:9826062666, Kotak Securities Ltd, 314, Citi Centre, 570, M.G. Road, Pin:452001, Ph:2537336, JAIPUR :AshwaniDandia& Co, 7, GopinathMarg, New Colony, Ph:0141-2371603, AshwaniDandia& Co, Room No.236, Jaipur Stock Exchange Building, Malviya Nagar, Pin:302107, Ph:0141-2371603, 2360790, JM Financial Services, G -7 & G-8,BrijAnukamba,Plot No.K-13, AshokaMarg,C-Scheme, Pin:302001, Ph:0141-3984400, RR Equity Brokers Pvt Ltd, 7,Katewa Bhawan,Opp. Ganapati Plaza, M.I. Road, Pin:302001, Ph:0141- 3235456, SMC Global Securities Ltd, 201, 2nd Floor ShyamAnukampaBldg, Nr Ahinsa Circle, Opp HDFC Bank Ashok Marg C Scheme, Pin:302001, JAMNAGAR :Marwadi Shares & Finance, 433-438, Indraprasth Complex, 4th Flr.,Nr Nobatkaryalay,Pancheshwar Tower Rd, Pin:361001, Ph:0288-2551763, JAMSHEDPUR :VCK Share & Stock Broking Services Ltd,Holding NOD Chandvilla Opp. Gopal Maidan Contractor Area,Pin:831001, Ph:0657-2224395, SMC Global Securities Ltd, K2-L1 TiwaryBecherComplex,P.O. Bistupur, Pin:831001, Ph:9934399678, KANPUR :SMC Global Securities Ltd, Shop No:G-21, Groung Floor City Centre The Mall, Pin:228001, Ph:9305358433, KOCHI :Kotak Securities Ltd, 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road, Pin:682011, Ph:0484- 2377386, KOLKATA :JM Financial Services, Kankaria Estate, 8th Flr,6th Little Russell Street, Pin:700071, Ph:033-39870330, Kotak Securities Ltd, GovindBhawan, Ground Floor, 2 Brabourne Road, Ph:033-66156200, RR Equity Brokers Pvt Ltd, 704,Krishna Bldg.,224,AJC Bose Road, Pin:700017, Ph:033-22802963, SMC Global Securities Ltd, 18, RabindraSaraniPodder Court Gate No 4, 5th Floor,

42 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Pin:700001, Ph:9933664479, VCK Share & Stock Broking Services Ltd, 23, Rustamjee Street 2nd Floor, BallygungePhari, Behind Mukti World, Pin:700017, Ph:033-40099999, VCK Share & Stock Broking Services Ltd, 16, India Exchange, 1st Floor Room No-19, Pin:700001, Ph:033-22311038, KOTA:SMC Global Securities Ltd,4-A-6 Talwandi Kota, Ph:9829116982, LUCKNOW :RR Equity Brokers Pvt Ltd, G-32,Shriram Tower,13, Ashok Marg, Pin:226001, Ph:0522-4057612, SMC Global Securities Ltd, Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Ph:9839826932, MANGALORE :Kotak Securities Ltd, No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, Pin:575003, Ph:0824-424180, MUMBAI :Axis Capital Ltd, 4A/5C, Khatau Bldg., Ground floor, Alkesh Dinesh ModyMarg, Fort, Pin:400001, Ph:022-22677901, ANS Pvt Ltd, C/9,Satyam Shopping Centre, M G Road,Ghatkopar (E), Pin:400077, Ph:022-25104141, ANS Pvt Ltd, A-123/124, Satyam Shopping Centre, M G Rd,Ghatkopar (E), Pin:400077, Ph:022-39558604, Tanna Financial Services, C/4, Keshavnidhi, Mulji Nagar-2, Saibaba Nagar, Borivali (W), Pin:400092, Ph:022-42364146, Almondz Global Securities Ltd, C/o. 9, Crescent Chambers, 2nd Floor, 56 Tamarind Lane, Fort, Near BSE, Pin:400001, Ph:022-22618137, Amit Jasani Financial Services Pvt Ltd, 301, Hind Rajasthan Chambers, 6 Oak Lane, OppGokulRestaurant,Fort, Pin:400023, Ph:022-66145678/656,3035,11072, ICICI Securities Ltd, ICICI Centre, 163, H T Parekh Marg, Opp Hindustan Lever, Churchgate, Pin:400020, Ph:022- 66377350, JM Financial Services, 1st Floor, New Pushpanjali II, JambliGalli, (Factory Lane),OppChintamani Jewellers, Borivali (W), Pin:400092, Ph:022-66959120, JM Financial Services, 602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing, Vile Parle (East), Pin:400057, Ph:022-26636731, JM Financial Services, 2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Pin:400001, Ph:022- 22665577, JM Financial Services, 301, 3rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi,Navi Mumbai, Ph:-,66329200, JM Financial Services, 424/425 Kalidas Plaza, V B Lane,Ghatkopar (E), Pin:400075, Ph:022-67104738, JM Financial Services, Ground Floor, Anushka, New Link Rd,Andheri (W), Pin:400053, Ph:022-66191600, JM Financial Services, Office No.2, 1st Floor,Patel Shopping Center, Near Malad Subway, SainathRoad,Malad (W), Pin:400064, Ph:-,28822831, B N Rathi Securities Ltd A/5, Shroff Apartments,Opp: UTI Bank, Sodawala Lane,Borivali (W), Pin- 400 092 Ph: 022 - 42665000, Kotak Securities Ltd, Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Pin:400023, Ph:022-22655074, LKP Securities Ltd, 93/95, Engineering Premises Co-op Soc, 3rd Flr., Netx to J&K Bank, Opp.BSE, Mumbai SamacharMarg, Fort, Pin:400001, Ph:022-22660171-12209, RR Equity Brokers Pvt Ltd, 82/1, Apollo House, Gr Floor,Opp Jammu & Kashmir Bank,MumbaiSamacharMarg, Pin:400023, Ph:022-40544201, RR Equity Brokers Pvt Ltd, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Pin:400021, Ph:022-22886627, Sharekhan Limited, 10th Floor, Beta Building,LodhaiThink Techno Campus,Opp. KanjurmargRailwaystation,Kanjurmarg (E), Pin:400042, Ph:022-61169178/79, SMC Global Securities Ltd, 258,Perin Nariman Street First Floor Fort, Pin:400001, Ph:9821111219, VCK Share & Stock Broking Services Ltd, 202 Malhotra Chambers, 31/33 Police Court Lane, Fort, Pin:400001, Ph:022-66325727, NEW DELHI :Axis Capital Ltd, 2nd Floor, Red Fort Capital, Parsvanath Towers, Bhai Veer Sing Marg, Near Gole Market, Pin:110001, Ph:011-43556496/97, Almondz Global Securities Ltd, 2nd Floor, 3, Scindia House, Janpath, Pin:110001, Ph:011-41514666, JM Financial Services, 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, Pin:110001, Ph:011-42635699, SMC Global Securities Ltd, 503, AnsalBhawanBarakhamba Road, Pin:110001, Ph:9871626464, SMC Global Securities Ltd, 6B, First Floor Himalaya House 23, K G Marg Connaught Place, Pin:110001, Ph:9958696929, Kotak Securities Ltd, 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg, Pin:110001, Ph:66313131, RR Equity Brokers Pvt Ltd, 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, Pin:110055, Ph:011- 23636363, RR Equity Brokers Pvt Ltd, N-24 - 25, Middle Circle, Connaught Place, Pin:110001, Ph:011-23353480, RR Equity Brokers Pvt Ltd, 106, Pankaj Chambers, PreetVihar Community Centre, Pin:110092, Ph:011-42421238, SMC Global Securities Ltd, 17, NetajiSubhashMarg, Opp. Golcha Cinema Daryaganj, Pin:110002, Ph:9818620470, NOIDA :RR Equity Brokers Pvt Ltd, 103,1st Floor, OceanPlaza P-5, UGF, Ocean Plaza, Sector - 18, Pin:201301, Ph:0120-4601230, SMC Global Securities Ltd, 106-Ocean Plaza .P-5 Sec-18, Noida, Pin:201301, Ph:9717000378, PUNE :Axis Capital Ltd, 1248 A, Asmani Plaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana, Pin:411004, Ph:020-30547125, JM Financial Services, 205 Business Guild,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pin:411004, Ph:020-39871601, SMC Global Securities Ltd, 3rd Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham Hotel, Jm Road, Pin:411004, RAJKOT :Axis Securities Ltd, 703, 7th Floor, Star Chambers, HariharChowk, Pin:360001, Ph:9724333149/9427200149, Anil Dhulia, Saket Plaza, 1st Flr., Dr Radhakrishnan Rd, HariharChowk, Pin:360001, Ph:0281-2224324/2234719, Marwadi Shares & Finance, Marwadi Financial Centre, 150 Ft Ring Road, Nr Nana Mava Main Road, Pin:360004, Ph:0281-3011195, ANS Pvt Ltd, Arham Fin Centre,Panchnath Main Road, HariharChowk, Pin:360001, Ph:0281-2450745, JM Financial Services, 202 Solitaire, 2nd Floor, Swami VivekanandMarg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Pin:360017, Ph:0281-3984101, SMC Global Securities Ltd, 1st Floor, Raj Ankit, Opp. PanchnathMandir, Dr.Rajendra Prasad Road, Pin:360001, Ph:9824200424, SURAT :Jhaveri Securities, 526/527, 1st Floor, World Trade Centre, Ring Road, JM Financial Services, A Wing, 2nd Floor 202 International Commerce Centre Bldg, ( ICC Bldg ),Near Kadiwala School,Majura Gate, Ring Road, Pin:360002, Ph:0261-4081700, SMC Global Securities Ltd, 316,Empire State Building, Ring Road, Pin:395002, Ph:9033002341, Kotak Securities Ltd, Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road, Pin:395007, Ph:0261-2254553, SURENDRANAGAR :Jhaveri Securities, 6, Vasupujya Complex, Derasar Lane, Near Gandhi Complex, Pin:363001, Ph:2752-230075/230076, VADODARA :Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course, Pin:390007, Ph:--9377225295, Jhaveri Securities, 136,ParadiseCmplx., Sayajigunj, Ph:0265-2362027, Jhaveri Securities, 301/302, Payal Complex-II, Sayajigunj, Ph:0265-2362027, Kamlesh D Joshi, 57/58, Payal Complex, Opp. Stock Exchange, SayajiGunj, Pin:390005, Ph:0265-2361183/2362057, Mukesh D Joshi, 11, Payal Complex, Opp. Stock Exchange, SayajiGunj, Pin:390005, Ph:0265-2363838/2434, JM Financial Services, G1, Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Pin:390007, Ph:0265-3984300, RR Equity Brokers Pvt Ltd, 222 SiddharthComplex, RC Dutta Road. Alkapuri, Pin:390007, Ph:0265-2353095, VIJAYAWADA :B N Rathi Securities Ltd Shop No.30 & 31, St. Pauls Complex,Nirmala Convent Road, Near Benz Circle, Patamata, Pin-520 010, Ph: 0866 - 6464625, VISAKHAPATNAM :JM Financial Services, Door No 9-1-224/4/3, 1st Floor, NandanNirman, CBM Compound, Near Rama Talkies Junction, Pin:530003, Ph:0891-3983800 EDELWEISS SECURITIES LIMITED Agra : India Infoline Finance Limited; 12/12A, Block No. 118, Maruti Plaza, Sanjay Palace, Agra-282002 Tel: 0562-4013289 , SMC Global Securities Limited; F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph No 7520787708 , Ahmedabad : Edelweiss Broking Limited; 404/A, 4Th Floor, Opp. Sambhu Coffe Bar, St. Xaviers College Road, Navrangpura, Ahmedabad - 380006 Tel: 079-69000020 , IDBI Capital Market Services Limited; 314, 3Rd Floor Crystal Arcade, Beside Bsnl Complex, Near Girish Cold Drink Cross Road, C G Road,Ahmedabad - 380006 Tel: 079- 40075054 , India Infoline Finance Limited; 2Nd Floor,3Rd Floor & 4Th Floor, High Street- I,Above Promart Showroom, Opp. Law Garden,Near Law Garden Cross Road,, Ahmedabad, 380006 Tel: 079- 39874070 , India Infoline Finance Limited; India Infoline Limited – 2Nd Floor, High Street 1, Near G L S College , Above Pro Mart Mall, Law Garden Cross Road, Ahmedabad – 380006 Tel: 9727737108 , JM Financial Services Limited; G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad 380 009 , Kotak Securities Limited; 207, 2Nd Floor, Sakar-Ii, Ellisbridge Corner, Ashram Road.P:26587276; , Networth Stock Broking Limited; “Monarch” Opp. Ishwar Bhuwan, Commerce Six Road, Navrangpura, Ahmedabad - 380009. Tel: 079-26666514 , Pravin Ratilal Share And Stock Brokers Limited; ‘Sakar-I’’, 5Th Floor, Opp. Gandhigram Railway Station, Navrangpura, Ahmedabad - 380 009 Tel: 079-55302700 , RR Equity Brokers Private Limited; 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 Tel: 079-40211888 , SMC Global Securities Limited; 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph No 9825612323, 09727799200 , Swastika Investmart Limited; 302, Sarita Complex, Stt. Xavier’S College Road, Navranpura , Ahmedabad. 380009 Tel: 079-30409000 , Wealth First Portfolio Managers Private Limited; ‘Capital House’’ 10 Paras Ii, Near Prahladnagar Garden, Satellite, Ahmedabad -380015 Tel: 079-40240000 , Ajmer : India Infoline Finance Limited; Onkar Bhawan , Above Allahabad Bank Kutchery Road, Ajmer, 305001 Tel: 0145-3054600 , Swastika Investmart Limited; Shop No. 11,2Nd Floor,Ajmer Tower, Kutchery Road, Ajmer – 305001 Tel: 0145-2629005 , Anand : India Infoline Finance Limited; S-13/14/15, Triveni Shopping Arcade, Anand Vidyanagar Road, Anand-388001 Tel: 02692-308120 , Bangalore : Edelweiss Broking Limited; The Onyx Centre , Building No. 5 , 2Nd Floor Above Nandi Toyota Showroom Museum Road Bangalore – 560001 Tel: 080-32474731 , IDBI Capital Market Services Limited; 2Nd Floor,Globe House, 105 Richmond Road,Bangalore - 560025 Tel: 080- 22117859 , India Infoline Finance Limited; #31/9, Krimson Square, 2Nd Floor, Above Vishal Megamart, Roopena Agrahara, Begur Hobli, Hosur Main Road, Nr Silk Board Junction,, Bangalore, 560068 Tel: 080-67158118 , India Infoline Finance Limited; India Infoline Limited, Sg007, South Block, Manipal Centre, Deckenson Road Banglore-560042 Tel: 9243689412 , JM Financial Services Limited; 97/4 Residency Rd, Bangalore 560 025 , Kotak Securities Limited; ‘Umiya Landmark’–Ii Flr., No:10/7 -Lavelle Rd.P: 66203601; , RR Equity Brokers Private Limited; S-111, Manipal Centre, 47, Deckenson Road, Mg Road,Banglore-560042 Tel: 080-42477177 , SMC Global Securities Limited; 2003/2, 2Nd Floor, (Above Tata Docomo Showroom), 100 Ft Road, Hal 2Nd Stage, Bangalore-560008 Ph No 09739161699 , Swastika Investmart Limited; B-2, !St Floor,Jyouti Complex, 134/1,Near Sony Center,Infantry Road, Bangalore-560001,Karnataka Tel: 080-41223494 , Bhavnagar : India Infoline Finance Limited; 101,102 Sterling Centre, Above Kotak Mahindra Bank,Waghwadi Road, Bhavnagar-364002 Tel: 0278-3003132 , Swastika Investmart Limited; Shop No. 171, Madhav Darshan Complex, Waghwadi Road, Bhavnagar 364002 Tel: 0278-3001157 , Bhopal : IDBI Capital Market Services Limited; Harisons House, Upper Ground Floor,6 Malviya Nagar, Nr. Raj Bhavan Rdbhopal - 462003 Tel: 0755- 2760010 , Swastika Investmart Limited; 22-Zone Ii, Maharana Pratap Nagar, Bhopal Pin - 462011 Tel: 0755-3345000 , Bhubaneshwar : IDBI Capital Market Services Limited; Idbi House, Janpath, Unit Ix, Bhubaneshwar - 751022 Tel: 0674-3208801 , India Infoline Finance Limited; 1St Floor, Somi Palace,M5/17,Acharya Vihar,, Bhubaneshwar, 751013 Tel: 06742376400 , Swastika Investmart Limited; Shop No. 407, 4Th Floor, Janpat Tower Ashok Nagar Bhubaneswar Tel: 0674-2530160 , Calicut : India Infoline Finance Limited; 18/194 A29 And 4Th Floor,Parco Complex Kallai,Road,,Calicut-673002 Tel: 0495-4022422 , Chandigarh : India Infoline Finance Limited; Sco 3015/16, Opp. Kisan Bhawan, 2Nd Floor, Sec 22D, Chandigarh, Chandigarh, 160022 Tel: 0172-4650982 , India Infoline Finance Limited; India Infoline Limited, Sco-114-115, 2Nd Floor/Sec-34 A, Chandigarh-160022 Tel: 7087438881 , RR Equity Brokers Private Limited; Sco-89, First Floor, Sec-44C,Chandigarh 160047 Tel: 0172- 4620067 , Chennai : India Infoline Finance Limited; India Infoline Tower,No.143, M.G.R. Road,Near Lifeline Hospital, Perungudi,, Chennai, 600096 Tel: 044-66093677 , India Infoline Finance Limited; India Infoline Limited - Ganesh Complex , No-203, 2Nd Floor , Anna Salai , Teynampet, Chennai - 600018 Tel: 9841755315 , JM Financial Services Limited; Gee Gee Crystal - 5Th Floor,91-92. Dr.

NTPC LIMITED 43 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Radhakrishnan Salai, Mylapore, Chennai 600 004 , Kotak Securities Limited; Grr Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000; , Religare Securities Limited; 4Th Floor, City Tower, No. 117, Theagaraya Road, T. Nagar, Chennai-600017 , RR Equity Brokers Private Limited; 3Rd Floor, Precision Plaza, New #397, Teynampet, Anna Salai, Chennai- 600018, Tel: 044-42077370 , SMC Global Securities Limited; Salzburg Square,Flat No.1, 3Rd Floor,Door No .107,Harrington Road Chetpet,Chennai-600 031. , Swastika Investmart Limited; Door New No.13, Mooparappan Street (Second Floor- East Wing) T. Nagar, Chennai – 600 017 , Coimbatore : India Infoline Finance Limited; No 657, 4Th Floor,Tri Star Towers,Avanashi Road,Coimbatore-641037 Tel: 0422-4506694 , Kotak Securities Limited; 1St Floor, Red Rose Chamber, 1437,Trichy Road.P: 6699666; , Dehradun : India Infoline Finance Limited; 27B,1St Floor,Above Lg Showroom,Rajpur Road,Dehradun-248001 Tel: 0135-2710776 , RR Equity Brokers Private Limited; Rr Investors Capital Servics Pvt. Limited. Shop No. 17 Shiva Palace 57/19 Rajpur Road Dehradun,Uttarakhand 248001 Tel: 0135-2714154 , SMC Global Securities Limited; 7,8,9&10 Shiva Palace, Second Floor, Rajpur Road Dehradun 248001 Ph No 8755595566 , Faridabad : RR Equity Brokers Private Limited; Shop No. 55, 1St Floor, Near Flyover,Neelam Chowk, Niit, Faridabad - 121001, Haryana Tel: 0129-02427361 , Ghaziabad : India Infoline Finance Limited; Office No. 5, First Floor , Mahaluxmi Metro Tower , Plot No C1 , Sector 4 ,Vaishali , Ghaziabad -201010 Tel: 0120-4312704 , RR Equity Brokers Private Limited; 114, Satyam Complex, Raj Nagar Dc, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh Tel: 0120-2828090 , Gurgaon : India Infoline Finance Limited; Iifl, Plot No-98, Udyog Vihar Phase -Iv, Gurgaon, Haryana Pin- 122016 Tel: 01244-754633 , Guwahati : IDBI Capital Market Services Limited; C/O Idbi Limited., Idbi House, 4Th Floor,North Eastern Zonal Office, G. S. Road,Guwahati - 781005 Tel: 0361-2450708 ,Gwalior : India Infoline Finance Limited; Ground Floor,D1,Basant Vihar,Gwalior-474002 Tel: 07514034601 , Hisar : SMC Global Securities Limited; Mago Securities Limited 104, Scf Gram, 1St Floor Green Square Market Hissar Ph No 09416023332 , Hyderabad : Edelweiss Broking Limited; 2Nd Floor, Mb Towers, Plot No.5, Road No.2, Banjara Hills, Hyderabad-500016 Tel: 040-40316911 , IDBI Capital Market Services Limited; Dbi Capital Market Services Limited., C/O Idbi Limited., 3Rd Floor, Idbi House, D. No. 5-9-89 / 1 & 2, Chapel Road, P. B. No. 370,Hyderabad - 500001 Tel: 040-66747540 , India Infoline Finance Limited; My Home Sarovar Plaza, 5Th And 6Th Floor No. 5-9-22, Shapurwadi, Adarshnagar, Opp:- Secretariat,, Hyderabad, 500004 Tel: 040-44889518 , India Infoline Finance Limited; India Infoline Limited - #5-9-22/B/501, 5Th & 6Th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad - 500004 Tel: 7095317440 , JM Financial Services Limited; 9-10 Uma Chambers,3Rd Floor, Banjara Hills, Hyderabad 500 034 , JM Financial Services Limited; 3Rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003 , Kotak Securities Limited; 9-1-777, 4Th Flr, Beside Itc Bldg, S D Rd, (Lane Opp To Dbr Diagnosis), P:65326394; , SMC Global Securities Limited; 206, 3Rd Floor Bhuvana Towers, Above Cmr Exclusive, S D Road Secunderabad, 500003 Ph No 9347453777 , Swastika Investmart Limited; 102, Imperial House, Opp. Green Park Hotel, Ameerpet, Hyderabad Tel: 040- 66021234 , Indore : IDBI Capital Market Services Limited; 204, 2Nd Floor, Sapphire Heights, Scheme No. 54Pu -3, 12 Ab Road, Opp. C-21 Mall, Vijay Nagarindore - 452010 Tel: 0731-2554229 , India Infoline Finance Limited; 106/107 1St Floor Arean Hights Ab Road Opp C21 Mall, Indore, 452001 Tel: 0731-4221507 , JM Financial Services Limited; Ug-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Indore 452 004 , Kotak Securities Limited; 314, Citi Centre, 570, M.G. Road.P:2537336; , SMC Global Securities Limited; 206,Gold Arcade 3/1 New Palasia Opp Curewell Hospital, Indore, M P Ph No 9826062666 , Jabalpur : India Infoline Finance Limited; 255, 2Nd Floor,Napier Town,Model Road,Shastri Bridge,Jabalpur-482001 Tel: 0761-4079320 , Jaipur : Edelweiss Broking Limited; 601/602, 6Th Floor,Green House,Ashok Marg, C Scheme, Jaipur 302001 Tel: 0141-4045167 , India Infoline Finance Limited; 403, 404 And 405, 4Th Floor, City Mall, C-21B, Bhagwan Das Road, C -Scheme, Jaipur, Rajasthan - 302001 Tel: 0141-3063312 , JM Financial Services Limited; G -7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme, Jaipur 302 001 , RR Equity Brokers Private Limited; 7,Katewa Bhawan,Opp. Ganapati Plaza, M.I. Road, Jaipur- 302001 Tel: 0141-3235456 , SMC Global Securities Limited; 201, 2Nd Floor, Shyam Anukampa Building, Nr. Ahinsa Circle, Opp. Hdfc Bank, Ashok Marg, C-Scheme, Jaipur-302001 , Swastika Investmart Limited; 13 A/B, Yudhistar Marg, Opp. Yojana Bhawan, C-Scheme, Jaipur 302001 Tel: 0141-3345000 , Jalandhar : India Infoline Finance Limited; Second Floor, Sai Mall, Model Town, Near Kfc ,Jalandhar, Punjab-144001 Tel: 0181-4601600 , Jamnagar : Swastika Investmart Limited; Indraprastha Complex,Office No.-227, Near Nobat Press, Pancheswar Tower Road, Jamnagar-361001 Tel: 0288-2558171 , Jamshedpur : India Infoline Finance Limited; 2Nd Floor,Om Tower,Main Road,Bistupur,Jamshedpur, Jamshedpur, 831001 Tel: 6576-4555412 , SMC Global Securities Limited; K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph No 9934399678 , Jodhpur : India Infoline Finance Limited; Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001 Tel: 0291-5101824 , Swastika Investmart Limited; 178. Narayanam Chopasani Road, Near Bombay Mother Circle, Jodhpur-342001 (Rajasthan) Tel: 0291-3012002 , Kanpur : India Infoline Finance Limited; 45, Bhargava Estate, Civil Lines, Kanpur 208001 Tel: 0512-3078637 , SMC Global Securities Limited; Shop No: G-21, Groung Floor City Centre The Mall Kanpur-228001 Ph No 9305358433 , Kochi : India Infoline Finance Limited; I, Ii And Iii Floor Sana Tower M.G.Road, Cochin, 682016 Tel: 0484-4028074 , Kotak Securities Limited; 40/1400, 11Th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386; , Kolhapur : India Infoline Finance Limited; India Infoline Limited,C S No 1089 E Ward 2 Nd Floor,Anand Plaza Near Icici Bank,Rajaram Road Rajarampuri 416001 Tel: 0231-2667455 , Kolkata : Edelweiss Broking Limited; Office No. 4, 6Th Floor, Poddar Court, Gate No – 2, 18, Rabindra Sarani, Kolkata -700001 Tel: 033-30081391 , IDBI Capital Market Services Limited; 6Th Floor, “Idbi House”, 44,Shakespeare Sarani,Kolkata - 700017 Tel: 033-40031149 , India Infoline Finance Limited; India Infoline Limited. 5Th, 7Th And 9Th Floor Ac Market 1 Shakesphere Sarani, Kolkatta, 700071 Tel: 03344072018 , India Infoline Finance Limited; India Infoline Limited - Zonal Off, 9Th Floor, 1, Shakespere Sarani, Acmarket, Theatre Road Kolkata - 700071 Tel: 9830009608 , JM Financial Services Limited; Kankaria Estate, 8Th Flr,6Th Little Russell Street, Kolkata 700 071 , Kotak Securities Limited; “Govind Bhawan” Ground Floor, 2 Brabourne Road, P: 033-66156200; , Religare Securities Limited; Unit No. 410, North Block, 4Th Floor, Ideal Plaza, 11/1, Sarat Bose Road, Kolkata-700020 , RR Equity Brokers Private Limited; 704,Krishna Bldg.,224,Ajc Bose Road, Kolkata- 700017 Tel: 033-22802963 , SMC Global Securities Limited; 18, Rabindra Sarani Podder Court Gate No 4, 5Th Floor Kolkatta -700001 Ph No 09933664479 , Swastika Investmart Limited; No.2, Ashutosh Mukherjee Road, 6Th Floor Room No. 602 Near Pc Chandra Jewellers, Kolkata 700020 Tel: 033-40089394 , Kota : India Infoline Finance Limited; H.No. 12/192, Aashirwad Gaurav Plaza, 2Nd Floor, Shop No. 3,4,5&6, Gumanpura, Kota, Rajasthan-324007 Tel: 0744-2391687 , SMC Global Securities Limited; 4-A-6 Talwandi Kota Rajasthan Ph No 09829116982 , Swastika Investmart Limited; 344,Mewara Plaza, Shopping Centre, Rawat Bhata Road, Kota Tel: 0744-6633000 , Lucknow : India Infoline Finance Limited; 4Th Floor,Dtl Plaza, 19 Way Road, Adjacent To P.K. Complex,, Lucknow, 226001 Tel: 0522-4092405 , RR Equity Brokers Private Limited; G-32,Shriram Tower,13, Ashok Marg, Lucknow- 226001 Tel: 0522-4057612 , SMC Global Securities Limited; Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph No 9839826932 , Swastika Investmart Limited; Office No. 01, 4Th Floor, Center Court Building 5 Park Road , Hazrat Ganj Lucknow U.P 226001 Tel: 0522-4106620 , Ludhiana : India Infoline Finance Limited; 504, 5Th Floor, Sco - 18 , Feroze Gandhi Market ,Ludhiana (Punjab)-141001 Tel: 0161-5047900 , Madurai : India Infoline Finance Limited; No.55, Second Floor East Veli Street, Madurai, 625001 Tel: 620014382749 , Mangalore : India Infoline Finance Limited; No 18,19 &20 , 2Nd Flr Manasa Towers M.G.Road, Mangalore - 575003 Tel: 0824-4284452 , Kotak Securities Limited; No.4, 3Rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180; , Meerut : India Infoline Finance Limited; 2A, 2Nd Floor, Above Hdfc Bank,381, Western Kethehary Road,, Meerut, 250002 Tel: 0121-4016765 , Mumbai : Edelweiss Securities Limited; Edelweiss 104, 1St Flr, P J Towers, Stock Exchange Bldg, Fort, Mumbai- 400001 Tel: 022-67471342 Edelweiss Broking Limited; Edelweiss Viray Deep Apts, Chandaverkar Road, Opp Mayur Tower, Borivali (W). Mumbai-400092 Tel: 022- 28336310 , Edelweiss Broking Limited; Edelweiss 105, 1st Floor, P J Towers, Stock Exchange Bldg, Fort, Mumbai- 400001 Tel: 022-67471345 , Edelweiss Broking Limited; G1, Ground Floor, Ararat Building, Nagindas Master Road, Near Bse, Opp. Dwarka Hotel, Fort, Mumbai – 400001 Tel: 022-67494580 , Edelweiss Broking Limited; Edelweiss Atlantic Commercial Tower, Rb Mehta Road, Nr. Patel Chouk, Ghatkopar East, Mumbai-400077 Tel: 022-25012611 , Edelweiss Broking Limited; Office No 111, 1St Floor, Dheeraj Heritage, Near Milan Subway, Santacruz West, Mumbai-400054 Tel: 022- 26609338 , Amit Jasani Financial Services Pvt Ltd. ; 301, Hind Rajasthan Chambers, 6, Oak Lane, Opp Gokul Restaurant, Fort, Mumbai 400023 Tel: 022-66145678 , Ashika Capital Limited; 1008, Raheja Centre, 214, Nariman Point, Mumbai-400 021 , Asit C Mehta Investments Intermediates Limited; Asit C Mehta Inv Int Limited 67,Poddar Chamber,3Flr,S.A.Brelvi Road ,Fort,Mumbai -400001 Tel: 022- 61325959 , Asit C Mehta Investments Intermediates Limited; Asit C Mehta Inv Int Limited Nucleus House.Saki-Vihar Road ,Andheri-E ,Mumbai -400072 Tel: 022-28583333 , Centrum Broking Limited; Centrum House,Cst Rd,Kalina,Santacruz(E),Mumbai-98 Tel: 022–42159465 , Dalal & Broacha Stock Broking Pvt. Ltd. ; 1114/15, 11Th Floor, Maker Chamber V, Nariman Point, Mumbai-21 Tel: 66212536 , IDBI Capital Market Services Limited; Mafatlal Centre , 3Rd Flr , Nariman Point,Mumbai - 400021 Tel: 022-43221212 , India Infoline Finance Limited; Iifl House,Sun Infotech Park,Road No 16V,Plot No B-23,Midc,Thane Industrial Area,Wagle Estate,, Thane, 400604 Tel: 022-41035000 , India Infoline Finance Limited; India Infoline Limited, Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001 Tel: 9167997481 , JM Financial Services Limited; 2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001 , JM Financial Services Limited; 602, 6Th Floor, Kingston, Tejpal Road, Near Railway Crossing,Vile Parle (East), Mumbai 400 057 , JM Financial Services Limited; 1St Floor, New Pushpanjali Ii, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092. , JM Financial Services Limited; 301, 3 Rd Floor, Vardhman Market, Sector 17, Above Dcb, Vashi , Navi Mumbai , JM Financial Services Limited; 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai 400 075 , JM Financial Services Limited; Ground Floor, Anushka, New Link Rd,Andheri (West), Mumbai 400 053 , JM Financial Services Limited; Office No.2, 1St Floor,Patel Shopping Center, Near Malad Subway, Sainath Road,Malad (West ), Mumbai 400 064 , Kotak Securities Limited; 32, Gr Flr., Raja Bahadur Compound, Opp Bank Of Maharashtra, Fort, Mumbai-400 023.Tel:22655074; , Networth Stock Broking Limited; Networth Stock Broking Limited.901/902,Atlanta Centre,Sonawala Lane,Opp. Udhyog Bhavan, Goregaon (East),Mumbai - 400063 Tel: 022-43211800 , Religare Securities Limited; Sanghvi House Vcg Religare Securities Limited -Ground & 1St Floor, Sanghvi House, Premises No. 18,Subhash Road, Vile Parle (East),Mumbai -400057 , Religare Securities Limited; Plot No.- 02, Ground &Amp; 3Rd Floor, Kozzy Complex, Moti Udyog Naga, Ramchandra Lane Extn., Kanchpada, Malad (West), Mumbai-400064 , RR Equity Brokers Private Limited; 82/1, Apollo House, Ground Floor, Opposite Jammu & Kashmir Bank, Mumbai Samachar Marg, Mumbai 400023, Maharashtra Tel: 022-40544201 , RR Equity Brokers Private Limited; 133A, Mittal Tower, A Wing, 13Th Floor, Nariman Point, Mumbai- 400021 Tel: 022-22886627 , Sharekhan Limited; 10Th Flr., Beta Building,Lodha Ithink Techno Campus,Opp. Kanjurmarg ,Railwaystation,Kanjurmarg (East) :- 400042 Tel: 2261169178 , SMC Global Securities Limited; 258,Perin Nariman Street First Floor Fort Mumbai -400001 Ph No 09821111219, 9930055430 , Swastika Investmart Limited; 1St Floor, Bandukwala Building, British Hotel Lane, Fort, Mumbai - 400001 Tel: 022-66330000 , Trust Financial Consultancy Services Pvt. Ltd. ; 1101, Naman Centre, G Block C-31, Bandra Kurla Complex, Bandra (E) Mumbai - 51 Tel: 022-40845000 , Mysore : India Infoline Finance Limited; No. 858, 859/Ch20, Nakshatra, 2Nd Floor, Narayana Shastri Road, Kr Mohalla, Mysore, 44 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Pin-570024 Tel: 0821-4004050 , Nagpur : IDBI Capital Market Services Limited; 1St Floor, Sanskrutik Sankul, Next To Idbi Bankzansi Rani Square, Sitabuldi, Nagpur - 440012 Tel: 0712-2527348 , India Infoline Finance Limited; 3Th Floor Shreejee Krupa Building, Gandhi Square, New Itwari Road, Nagpur-440002 Tel: 0712-6684012 , Swastika Investmart Limited; 1St Floor, Block No. 11, Diwan Plaza, Wardha Road, Nagpur Tel: 0712-6688000 , Nasik : India Infoline Finance Limited; Office No 10 & 11, First Floor, Viraj Corner Bldg.,Sharanpur Road, Canada Corner,Nashik, Nasik, 422005 Tel: 0253- 6647902 , New Delhi : Edelweiss Broking Limited; Edelweiss 8-B, 8Th Floor, Atma Ram House, Tolstoy Marg, New Delhi- 110001 Tel: 011-46501116 , IDBI Capital Market Services Limited; C/O Idbi Bank Limited, 51/3 2Nd Floor Deshbandhu Gupta Road, Opposite Khalsa College, Karol Baghnew Delhi - 110005 Tel: 011-47017131 , India Infoline Finance Limited; 310,311,312,3Rd Floor, Ashoka Estate,24,Barakhamba Road,Connaught Place,, Delhi, 110001 Tel: 01149539653 , India Infoline Finance Limited; India Infoline Limited , 310, 313, Third Floor, Ashoka Estate , Barakhamba Road, New Delhi-110001 Tel: 9811351963 , JM Financial Services Limited; 5 G&H, 5Th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001 , Kotak Securities Limited; 202-217, 2Nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131; , RR Equity Brokers Private Limited; 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 Tel: 011-23636363 , RR Equity Brokers Private Limited; N-24 - 25, Middle Circle, Connaught Place, New Delhi – 110001 Tel: 011-23353480 , RR Equity Brokers Private Limited; 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, Tel: 011-42421238 , SMC Global Securities Limited; 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph No 9818620470 , 9810059041, , SMC Global Securities Limited; 6B, First Floor Himalaya House 23, K G Marg Connaught Place New Delhi -110 001 Ph No 9958696929 9180469955, , SMC Global Securities Limited; 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph No 9871626464 , Swastika Investmart Limited; 18-19, Neta Ji Subhash Marg, Opp. Golcha Theater, Daryaganj, Delhi 110002 Tel: 011-30775000 , Noida : Religare Securities Limited; A-3,4,5, Gys Global, Tower – A, Plot No 11, Sector – 125, Noida, U.P-201301 Tel: 9818513499 , RR Equity Brokers Private Limited; 103,1St Floor, Ocean Plaza P-5, Ugf, Ocean Plaza, Sector - 18, Noida- 201301, Uttar Pradesh Tel: 0120-4601230 , SMC Global Securities Limited; 106-Ocean Plaza .P-5 Sec-18, Noida-201301 Ph No 9717000378 , Patna : IDBI Capital Market Services Limited; Patna Branch Office, 205, 2Nd Floor, Grand Plaza, Fraser Road,Patna - 800001 Tel: 0612-3200687 , India Infoline Finance Limited; Ashiana Chamber , Exhibition Road, Patna, 800001 Tel: 0612-3919124 ,Pune : Edelweiss Broking Limited; 101 To 106,1St Floor, Siddarth Tower,Behind City Pride Talkies, Kothrud, Pune - 411029 Tel: 020-66056672 , IDBI Capital Market Services Limited; Office No. 32 , 2Nd Floor, Building B,Wing C, Shrinath Plaza, Modern College, Shivagi Nagar,Pune - 411004 Tel: 020-32913133 , India Infoline Finance Limited; Lohia Jain It Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road,, Pune, 411038 Tel: 020-41045855 , India Infoline Finance Limited; : India Infoline Limited,Plot No 886,Cts -1249/1250,Office No. C, Above Greetwel, Goodluck Chowk Deccan Gymkhana Pune 411004 Tel: 9579556920 , JM Financial Services Limited; 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune 411 004 , Religare Securities Limited; Matrix It Building, Cst No. 4/1, Ft No. 64/A, Shivaji Nagar,Pune-411005 , SMC Global Securities Limited; 3Rd Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham Hotel, Jm Road Pune 411004 , Swastika Investmart Limited; Shop No. 53,B Wing Shopper Orbit,Anandi Road,Vishranewadi, Pune - 411001 Tel: 020-41260020 , Raipur : India Infoline Finance Limited; 1St Floor, Nagdev Plaza, Block A,Jai Road,Kutchery Chowk,, Raipur, 492001 Tel: 07714-211666 , Rajkot : India Infoline Finance Limited; 2Nd & 3Rd Floor,Millennum Square, Opp. Girnar Cinema, Phulchhab Press,, Rajkot, 360001 Tel: 0281-6198333 , JM Financial Services Limited; 202 Solitaire, 2Nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017 , SMC Global Securities Limited; Sunil M Shah 1St Floor Raj Ankit Opp. Panchnath Mandir Dr. Rajendra Prasad Road Rajkot-360001 Mob: 9824200424 , Swastika Investmart Limited; Prarthana House,Off Dhebar Road,Mira Furniture Street,14 Milapara, Rajkot- 360002 Tel: 0281-2225214 , Ranchi : India Infoline Finance Limited; 4Th Floor,Kaushalya Chambers,P P Compound,Ranchi-834001 Tel: 0651- 2332971 , Surat : Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S Itc, Majuragate, Ring Road, Surat – 395002 Tel: 0261-2460537 , India Infoline Finance Limited; 701,702,709,710, 21St Century Business Centre,Ring Road,Surat, Surat, 395002 Tel: 0261-4030656 , JM Financial Services Limited; A Wing , 2Nd Floor 202 International Commerce Centre Bldg , ( Icc Bldg ),Near Kadiwala School , Majura Gate , Ring Road , Surat – 395002 , Kotak Securities Limited; Kotak House, K G Point, 1St Floor, Nr.Ganga Palace, Opp.Idbi Bank, Ghoddod Road.P: 2254553; , SMC Global Securities Limited; 316,Empire State Building, Ring Road, Surat.395002. Mo : 9033002341 , Thiruvananthapuram : India Infoline Finance Limited; 2Nd Floor,Menathottam Chambers, Pattom P.O, Trivandrum, Pin - 695004 Tel: 04714011243 , Trichy : India Infoline Finance Limited; 74, Salai Road, Trichy-620018 Tel: 04312414646 , Vadodara : India Infoline Finance Limited; 3Rd Floor,Bhagwandas Chamber,Opp Circuit House,Rc Dutt Road,Baroda-390007 Tel: 0265-6197536 , India Infoline Finance Limited; India Infoline Limited - 3Rd Floor , Bhagwan Chambers, Opp. Circuit House , Alkapuri, Baroda - 390007 Tel: 9712906105 , JM Financial Services Limited; G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. Hdfc Babk, Alkapuri, Vadodara 390 007 , RR Equity Brokers Private Limited; 222 Siddharth Complex, Rc Dutta Road. Alkapuri, Vadodra- 390007 Tel: 0265-2353095 , Varanasi : India Infoline Finance Limited; Arihant Complex, D-64/127 C-H, Third Floor, Sigra, Varanasi - 221010 Tel: 0542-6888005 , Vijayawada : India Infoline Finance Limited; D.No12-11-5,Opp.Hdfc Bank Raja Rangayya Appa Rao Street,, Vijaywada, 520001 Tel: 8632323901 , Visakhapatnam : India Infoline Finance Limited; India Infoline Limited ,4Th Floor, Sai Trade Centre, Axis Bank Building,Dwarkanagar Vizag-530016 Tel: 08916627285 , JM Financial Services Limited; Door No 9-1-224/4/3, 1St Floor, Nandan Nirman, Cbm Compound, Near Rama Talkies Junction, Visakhapatnam 530 003 SBICAP SECURITIES LIMITED Agra: India Infoline Limited 12/12A, Block No. 118, Maruti Plaza, Sanjay Palace, Agra-282002 0562-4013289-401329393 SBICAP SECURITIES LIMITED., C/O SBI Main Branch, Chhipitola, Agra - 282001, Uttar Pradesh SMC Global Securities Ltd F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place Agra Ph no 7520787708 Ahmedabad: India Infoline Limited 2nd floor,3rd Floor & 4th Floor, High Street- I,Above Promart Showroom, Opp. Law Garden,Near Law Garden Cross Road,, Ahmedabad, 380006 079-39874070 India Infoline Limited India Infoline Ltd – 2nd Floor, High Street 1, Near G L S College , Above Pro Mart Mall, Law Garden Cross Road, Ahmedabad – 380006 9727737108/9712951723 JM Financial Services Ltd G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad 380 009 079-2657 6666 - 70/30013700 Kotak Securities Limited 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276 RR Equity Brokers, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009, Ph: 079- 40211888 SBICAP SECURITIES LIMITED., C/o State Bank of India, 1st Floor, Modi Arcade, Near Rly Station, Maninagar (West), Ahmedabad – 380008. SBICAP SECURITIES LIMITED., 2nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite, Ahmedabad – 380015. SBICAP SECURITIES LIMITED., C/o. SBI Polytechnic Branch, Opp. Ketav Petrol Pump, Dr. Vikram Sarabhai Road, Ahmedabad, Gujarat – 380015 SBICAP SECURITIES LIMITED., C/o. SBI Motera Branch, Shop No.1 to 5,Groundfloor, Vitthal Square Complex, Stadium Road, Motera, Ahmedabad, Gujarat - 382424. SBICAP SECURITIES LIMITED., C/o. SBI C.G. Road Branch, “Shyam Gokul”, A/24, Swastik Society, Near Stadium Circle, C.g.road, Ahmedabad - 380009 SMC Global Securities Ltd 10-A, Kalapurnam,C G Road ,Near Municipal Market, Ahmedabad 380003 Ph no 9825612323, 09727799200 Ajmer: India Infoline Limited Onkar Bhawan , Above Allahabad Bank Kutchery Road, Ajmer, 305001 0145-3054600 Amritsar: SBICAP Securities Limited., C/O State Bank of India, Main Branch, Town Hall, Amritsar - 143001 , Punjab Anand: India Infoline Limited S-13/14/15, Triveni Shopping Arcade, Anand Vidyanagar Road, Anand-388001 02692-308120Asansol: SBICAP SECURITIES LIMITED., C/O State Bank of India, Asansol Branch, Bijoypal Sarani, Asansol – 713304, Kolkata. Bangalore: India Infoline Limited #31/9, Krimson Square, 2nd Floor, Above Vishal Megamart, Roopena Agrahara, Begur Hobli, Hosur main Road, Nr Silk Board junction,, Bangalore, 560068 080-67158118 India Infoline Limited India Infoline Ltd, SG007, South block, Manipal Centre, Deckenson Road Banglore-560042 9243689412/ 080-40931141 JM Financial Services Ltd 97/4 Residency Rd, Bangalore 560 025 080- 49272400 Kotak Securities Limited ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd.P: 66203601 RR Equity Brokers, S-111, Manipal Centre, 47, Deckenson Road, MG Road,Banglore-560042 080-42477177, Ph:080-42477177/03 SBICAP SECURITIES LIMITED, No.87 Almas Centre, 6th Floor, M G Road, Bangalore - 560001 SBICAP SECURITIES LIMITED. Ground Floor, No.30, Pragathi Mansion, Dr. Dvg Road, Basavangudi, Bangalore -560004, Karnataka. SBICAP SECURITIES LIMITED., No. 5, 1st Floor, 80 Ft Main Road, 1st Block, Landmark: Near Wipro It Park, Koramangala, Bangalore-560034. SBICAP SECURITIES LIMITED, 3rd Floor, C/O SBI, Indira Nagar Branch No. 2987, 12th Main Road, Hal 2nd Stage, Indiranagar, Bangalore - 560008, Karnataka SBICAP SECURITIES LIMITED., C/o. SBI Malleshwaram Branch, 2nd Floor, No.143, Margosa Road, 8th Cross, Malleshwaram, Bangalore-560003. SMC Global Securities Ltd 2003/2, 2nd Floor, (above tata docomo showroom), 100 ft road, HAL 2nd Stage, Bangalore-560008 Ph no 09739161699 Bhavnagar: India Infoline Limited 101,102 Sterling Centre, Above Kotak Mahindra Bank,Waghwadi Road, Bhavnagar-364002 0278-3003132 SBICAP SECURITIES LIMITED., C/O. State Bank of India, SBI Colony, Kalanala, Bhavnagar - 364001, Gujarat. Bhilai: SBICAP SECURITIES LIMITED., SBI Main Branch,Sector 1,Bhilai - 490001, Chattisgarh Bhopal: SBICAP SECURITIES LIMITED., C/O State Bank of India, Paanchanan Bhavan, T T Nagar, Bhopal - 462 003, Madhya Pradesh Bhubaneswar: India Infoline Limited 1st Floor, Somi Palace,M5/17,Acharya Vihar,, Bhubaneshwar, 751013 06742376400 SBICAP SECURITIES LIMITED., C/O SBI Local Head Office – Iii/1, Ground Floor, Pt. Jawaharlal Nehru Marg, Bhubaneswar-751001, Orissa Calicut: India Infoline Limited 18/194 A29 and 4th Floor,Parco Complex Kallai,Road,,Calicut-673002 0495-4022422 Chandigarh: India Infoline Limited SCO 3015/16, Opp. Kisan Bhawan, 2nd Floor, Sec 22d, Chandigarh, Chandigarh, 160022 0172-4650982 India Infoline Limited India Infoline Ltd, SCO-114-115, 2nd Floor/Sec-34 A, Chandigarh-160022 7087438881/0172-4614755 RR Equity Brokers, SCO-89, First Floor, Sec-44C,Chandigarh 160047, Phone: 0172-4620067, 2624896,2624796 SBICAP SECURITIES LIMITED., C/O State Bank of India, Main Branch, Sco 43-48, Sector 17B, Chandigarh - 160017, Chandigarh. Chennai: B N Rathi Securities Ltd No.34/8, Thambiah Road Extn, 1st Floor, West Mambalam Chennai - 600 033 044 - 42123777 India Infoline Limited India Infoline Tower,No.143, M.G.R. Road,Near Lifeline Hospital, Perungudi,, Chennai, 600096 044-66093677 India Infoline Limited India Infoline Ltd - Ganesh Complex , No-203, 2nd Floor , Anna Salai , Teynampet, Chennai - 600018 9841755315/9840920218 JM Financial Services Ltd Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai, Mylapore, Chennai 600 004 044-4225 5666/59 Kotak Securities Limited GRR Business Cneter, No.21, Vaidyaraman Street, T Nagar.P:66462000 RR Equity Brokers, 3rd Floor, Precision Plaza, New #397, Teynampet, Anna Salai, Chennai- 600018, Ph: 044-42077370/71 SBICAP SECURITIES LIMITED., Sri Kirthika Chamber, No. 7, Kondi Chetty Street, 2nd Floor, Chennai – 600 001 SBICAP SECURITIES LIMITED., C/O.SBI Pbb Besant Nagar Branch, E-159, Annai

NTPC LIMITED 45 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

Velankani Church Road, 7th Avenue, Besant Nagar Chennai – 6000 90, Tamil Nadu. SBICAP SECURITIES LIMITED., SBI Building, No.2 A, Prakasam Road, Panagal Park, T. Nagar, Chennai - 600 017, Tamil Nadu SBICAP SECURITIES LIMITED., C/O SBI, 22,Taylors Road, Kilpauk, Chennai-639001, Tamil Nadu. SMC Global Securities Ltd Salzburg square,flat no.1, 3rd Floor,Door no .107,Harrington Road Chetpet,Chennai-600 031. Systematix Shares & Stocks (I) Ltd. 4th Floor, Block C & D; Ega Trade Centre,809, Poonamallee High Road, Kilpauk , 600 010 044-30582078/80 Coimbatore: B N Rathi Securities Ltd 1055/22, Gowtham Centre,3rd Floor, Avinashi Road, Coimbatore - 6410 018 0422 - 4368774, 4378777 India Infoline Limited No 657, 4th Floor,Tri Star Towers,Avanashi Road,Coimbatore-641037 0422-4506694 Kotak Securities Limited 1st Floor, Red rose chamber, 1437,Trichy road.P: 6699666 SBICAP SECURITIES LIMITED., SBI Main Branch,State Bank Road, Coimbatore - 641 018 Tamil Nadu SBICAP SECURITIES LIMITED, Ground Floor, White Building, No. 550/2. Db Road, Rs Puram, Coimbatore - 641002 Dehradun: India Infoline Limited 27B,1st Floor,Above LG Showroom,Rajpur Road,Dehradun -248001 0135-2710776-2710411 RR Investors Capital Servics Pvt. Ltd. Shop No. 17 Shiva Palace 57/19 Rajpur Road Dehradun,Uttarakhand 248001,Ph: 0135-2714154 SBICAP SECURITIES LIMITED., SBI Main Branch, 4 Convent Road, Dehradun- 248001. SMC Global Securities Ltd 7,8,9&10 shiva palace, second floor, rajpur road Dehradun 248001 Ph no 8755595566 Durgapur: SBICAP SECURITIES LIMITED., C/O. State Bank India, Durgapur Branch, DSP Maingate, Po Durgapur-3, District Burdwan, Pin 713203. Erode: SBICAP SECURITIES LIMITED., C/O SBI, D-48, State Bank Road, Erode - 638001. Tamil Nadu. Faridabad: RR Equity Brokers, Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk, NIIT, Faridabad - 121001, Haryana, Ph: 0129-02427361 Ghaziabad: India Infoline Limited Office no. 5, First floor , Mahaluxmi Metro Tower , Plot No C1 , Sector 4 ,Vaishali , Ghaziabad -201010 0120-4312704-4312708 RR Equity Brokers, 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh, Ph: 0120-2828090 SBICAP SECURITIES LIMITED., C/O SBI, Navyug Market, Ghaziabad, Uttar Pradesh - 201001 Goa: SBICAP SECURITIES LIMITED., SBI, Panaji Main Branch, Dayanand Bandodkar Marg, Near Hotel Mandovi, Panaji - 403 001 , Goa Guntur: SBICAP SECURITIES LIMITED., Shop No.13,Second Floor, Raghu Mansion, 4/1, Brodipet , Guntur-522002 , Andhra Pradesh Gurgaon: India Infoline Limited IIFL, Plot No-98, Udyog Vihar Phase -IV, Gurgaon, Haryana Pin- 122016 01244- 754633 SBICAP SECURITIES LIMITED C/O State Bank Of India, Racpc, Plot No.3&4, Udyog Vihar Phase IV, Near Atlas Chowk, Gurgaon-122016 Guwahati: SBICAP SECURITIES LIMITED., C/O. SBI Dispur Branch, 1st Floor, Opp.assam Sect., Dispur, Guwahati - 781 006, Assam Gwalior: India Infoline Limited Ground Floor,D1,Basant Vihar,Gwalior-474002 07514034601 SBICAP SECURITIES LIMITED., SBI Main Branch, Bada Chowk, Gwalior - 474001, Madhya Pradesh Hisar: SMC Global Securities Ltd Mago Securities Ltd 104, Scf Gram, 1st Floor Green Square Market Hissar Ph no 09416023332 Hubli: SBICAP SECURITIES LIMITED., C/o. State Bank of India, Hubli Main Branch, 1st Floor, Keshwapur, Hubli – 580023, Karnataka Hyderabad: B N Rathi Securities Ltd 6-3-652, “Kautilya”.4th Floor, Amrutha Estates,Somajiguda, Hyderabad - 500 082 040- 30527777, 30727777 India Infoline Limited My Home Sarovar Plaza, 5th and 6th floor No. 5-9-22, Shapurwadi, Adarshnagar, Opp:- Secretariat,, Hyderabad, 500004 040-44889518 India Infoline Limited India Infoline Ltd - #5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad - 500004 7095317440 / 040 44889685 JM Financial Services Ltd 9-10 Uma Chambers,3rd Floor, Banjara Hills, Hyderabad 500 034 040- 40105900 Kotak Securities Limited 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (Lane Opp to DBR Diagnosis), P:65326394 SBICAP Securities Ltd., C/O. Sbh Gunfoundary Branch, Ground Floor, Hyderabad - 500001, Andhra Pradesh. SBICAP SECURITIES LIMITED., C/O, State Bank of India G O C, Koti (Lho), Bank Street, Hyderabad – 500001, Andhra Pradesh. Systematix Shares & Stocks (I) Ltd. 6-3-650, 2nd floor, office no 206 Maheshwari Chambers, Somajiguda 500082 040-30789113/ 114/118 Indore: India Infoline Limited 106/107 1st Floor Arean Hights Ab Road Opp C21 Mall, Indore, 452001 0731-4221507 JM Financial Services Ltd UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road, Indore 452 004 0731-4742100/4742119 Kotak Securities Limited 314, Citi Centre, 570, M.G. Road.P:2537336 SBICAP SECURITIES LIMITED., State Bank of India, 5,Yashwant Niwas Road, Indore - 452003, Madhya Pradesh SBICAP SECURITIES LIMITED., State Bank of India, Gpo Main Branch, Indore - 452001, Madhya Pradesh. SMC Global Securities Ltd 206,Gold Arcade 3/1 New Palasia Opp Curewell hospital, Indore, M P Ph no 9826062666 Systematix Shares & Stocks (I) Ltd. 206/207, II Floor, Banshi Trade Centre,565 / 581M G Road, 452 001 3018111 /15 Jabalpur: India Infoline Limited 255, 2nd Floor,Napier Town,Model Road,Shastri Bridge,Jabalpur-482001 0761-4079320 SBICAP SECURITIES LIMITED., C/O. SBI Main Branch, Civil Lines, Jabalpur -482001, Madhya Pradesh. Jaipur: India Infoline Limited 403, 404 and 405, 4th floor, City Mall, C-21B, Bhagwan Das Road, C -Scheme, Jaipur, Rajasthan - 302001 0141-3063312 JM Financial Services Ltd G -7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme, Jaipur 302 001 0141-4384400 RR Equity Brokers, 7,Katewa Bhawan,Opp. Ganapati Plaza, M.I. Road, Jaipur- 302001, Ph: 0141-3235456, 5113317 SBICAP Securities Ltd., 128, 1st Floor, Opp. G.e. Money, Ganpati Plaza, M.i. Road, Jaipur - 302 001, Rajasthan. SBICAP SECURITIES LIMITED., C/O SBI Special Branch, Ground Floor, Sangeneri Gate, Jaipur – 302003, Rajasthan SMC Global Securities Ltd 201, 2nd Floor, Shyam Anukampa Building, Nr. Ahinsa Circle, Opp. HDFC Bank, Ashok Marg, C-Scheme, Jaipur - 302001 Systematix Shares & Stocks (I) Ltd. 116, 1st floor, Sunny Paradise near kamal & company, Tonk Road 302018 0141-3963876JALANDHAR: India Infoline Limited Second Floor, Sai Mall, Model Town, Near KFC ,Jalandhar, Punjab-144001 0181-4601600 / 01 SBICAP SECURITIES LIMITED., C/O. State Bank Ofindia, Civil Lines, Jalandhar – 144 001, Punjab Jammu: SBICAP SECURITIES LIMITED., C/O. SBI Zonal Office, Near Sarb, Ground Floor, Jammu-180012, Jammu Kashmir. Jamnagar: G-3, Ground Floor, Madhav Darshan Complex, Opposite Cricket Bungalow, Near Limda Line, Jamnagar - 361001, Gujarat Jamshedpur: India Infoline Limited 2nd Floor,Om Tower,Main Road,Bistupur,Jamshedpur, Jamshedpur, 831001 6576-4555412,320500 SBICAP SECURITIES LIMITED., C/0 SBI, Jamshedpur, Bistupur -Jamshedpur-831 001, Jharkhand. SMC Global Securities Ltd K2-L1 Tiwary Becher Complex ,P.O. Bistupur ,Jamshedpur 831001 Ph no 9934399678 Jodhpur: India Infoline Limited Flat No 202, Shree Plaza, Jaljog Chauraha, 658, Residency Road, Sardar Pura, Jodhpur, Rajasthan - 342001 0291-5101824 SBICAP SECURITIES LIMITED, C/O SBI, Special Branch, High Court Campus, Kachauri, Jodhpur - 342001, Rajasthan Kanpur: India Infoline Limited 45, Bhargava Estate, Civil Lines, Kanpur 208001 0512-3078637,38,39,40 SBICAP SECURITIES LIMITED., SBI, Main Branch, Zonal Office, Mall Road, Kanpur - 208 001, Uttarpradesh SMC Global Securities Ltd Shop No: G-21, Groung Floor City Centre The Mall Kanpur-228001 ph no 9305358433 Kochi: India Infoline Limited I, II and III Floor Sana Tower M.G.Road, Cochin, 682016 0484-4028074 Kotak Securities Limited 40/1400, 11th Floor, Ensign Enclave, Jos Junction, M.G. Road.P: 2377386 SBICAP SECURITIES LIMITED., SBI Shanmugham Rd. Branch, 2nd Floor, Ktdc Bldg, Ernakulam - 682 031 , Kerala Kolhapur: India Infoline Limited India Infoline Ltd, C S No 1089 E Ward 2 Nd Floor,Anand Plaza Near ICICI Bank,Rajaram Road Rajarampuri 416001 0231-2667455 Kolkata: Achievers Equities Limited 32/A Diamond Harbour Road, Sakher bazar, Kolkata 700008 033-66063031 India Infoline Limited India Infoline Ltd. 5th, 7th and 9th Floor AC Market 1 Shakesphere Sarani, Kolkatta, 700071 03344072018 India Infoline Limited India Infoline Ltd - Zonal Off, 9th Floor, 1, Shakespere Sarani, ACMarket, Theatre Road Kolkata - 700071 9830009608/033-44048609 JM Financial Services Ltd Kankaria Estate, 8th Flr,6th Little Russell Street, Kolkata 700 071 033- 40310330 Kotak Securities Limited “Govind Bhawan” Ground Floor, 2 Brabourne Road, P: 033-66156200 RR Equity Brokers, 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017, Ph: 033- 22802963/22806878 SBICAP SECURITIES LIMITED., SBI Main Branch, Sammriddi Bhavan, 3rd Floor, 1- Strand Road, Kolkata - 700001, West Bengal. SBICAP Securities Ltd., State Bank of India, Jeevandeep Bldg, Ground Floor, 1, Middleton Street, Kolkata - 700 071, West Bengal. SBICAP SECURITIES LIMITED., C/O SBI, 50 A, Gariahat Road, Ballygunge, Kolkata, Pin 700019. SBICAP SECURITIES LIMITED., C/O SBI Goc, Ground Floor, Bikash Bhavan, Sector - 1, Salt Lake – 700091, Kolkata. Smc Global Securities Ltd 18, Rabindra Sarani Podder Court Gate NO 4, 5th Floor Kolkatta -700001 Ph no 09933664479 Systematix Shares & Stocks (I) Ltd. 1 Old Court House corner, Tobacco house,2nd Floor, Kolkata 700 001 700001 033-30287505 to 09 Kota: India Infoline Limited H.No. 12/192, Aashirwad Gaurav Plaza, 2nd Floor, Shop No. 3,4,5&6, Gumanpura, Kota, Rajasthan-324007 0744-2391687 SBICAP SECURITIES LIMITED., C/O SBI Main Branch, Chawani Chauraha, Kota - 324007. Rajasthan. SMC Global Securities Ltd 4-a-6 Talwandi Kota Rajasthan Ph no 09829116982 Systematix Shares & Stocks (I) Ltd. 1st Floor, 18 Sindhi Colony,Rawath Bhata Bus Stand Road, Gumanpura, 324 007 0744-32955178 Lucknow: India Infoline Limited 4th Floor,DTL Plaza, 19 Way Road, Adjacent to P.K. Complex,, Lucknow, 226001 0522-4092405 RR Equity Brokers, G-32,Shriram Tower,13, Ashok Marg, Lucknow- 226001, Ph: 0522- 4057612, 2286518 SBICAP SECURITIES LIMITED., SBI Govt.business Branch, Moti Mahal Marg, Behind K.d.singh Babu Stadium, Hajrath Ganj, Lucknow - 226 001, Uttar Pradesh SBICAP SECURITIES LIMITED., 2/38, First Floor, Vijay Khand, Gomti Nagar, Lucknow,Uttar Pradesh - 226010 SMC Global Securities Ltd Radha Krishna Bhawan, Plot No. 3/A, 5 Park Road, Lucknow Ph no 9839826932 Systematix Shares & Stocks (I) Ltd. 1st floor, Indrakarn plaza, Lalbagh road, Lalbagh, 226001 0522-3255347/49Ludhiana: India Infoline Limited 504, 5th Floor, SCO - 18 , Feroze Gandhi Market ,Ludhiana (punjab)-141001 0 161- 5047900 / 5096393 SBICAP SECURITIES LIMITED., C/O SBI, 1st Floor, Fountain Chowk, Civil Lines, Ludhiana - 141001, Punjab. Madurai: India Infoline Limited NO.55, Second Floor East Veli Street, Madurai, 625001 620014382749 SBICAP Securities , C/O State Bank of India, Number - 7A, West Veli Street, Opposite Railway Station, Madurai - 625001, Tamil Nadu. Mangalore: India Infoline Limited NO 18,19 &20 , 2nd Flr Manasa Towers M.g.road, Mangalore - 575003 0824-4284452 Kotak Securities Limited No.4, 3rd Floor, The Trade Centre, Jyoti Centre, Bunts Hostel Road, Near Jyoti Circle, P: 424180 SBICAP Securities, C/O SBI, Mangalore Main Branch, Port Road, P.b. No. 90, Mangalore - 575001, Karnataka Meerut: India Infoline Limited 2A, 2nd Floor, Above HDFC Bank,381, Western Kethehary Road,, Meerut, 250002 0121-4016765-4016777 Mehsana: SBICAP SECURITIES LIMITED., C/o. SBI SME Highway Road Branch, Universal Complex, Near Ongc Work Shop, Highway Road, Mehsana (N.g.), Gujarat – 384002. Mumbai: Asit C Mehta Investment Interrmediates Ltd 67, Podar Chamber, 3rd Floor, S A Brelvi Road, Fort, Mumbai 400001 022-61325959 Asit C Mehta Investment Interrmediates Ltd Nucleus House, Saki Vihar Road, Andheri East 400001 022-28583333 B N Rathi Securities Ltd A/5, Shroff Apartments,Opp: UTI Bank, Sodawala Lane,Borivali (W), Mumbai - 400 092 022 - 42665000 IFCI Financial Services Ltd Mafatlal Chamber - B, Wing - C, Ground Floor Lower Parel, Mumbai - 400 013 433351111 India Infoline Limited IIFL House,Sun Infotech Park,Road No 16V,Plot No B-23,MIDC,Thane Industrial Area,Wagle Estate,, THANE, 400604 022-41035000 India Infoline Limited India Infoline Ltd, Off No-1A, Building No 105,Opp. Bharat House, Mumbai Samachar Marg, Fort, Mumbai - 400001 9167997481/82 ; 022-49142122 JM Financial Services Ltd 2,3,4 Kamanwala Chambers, Ground Floor, Sir P M Road, Fort, Mumbai 400 001 022-2266 5577 - 80, 6633 3030/3021 3500 JM Financial Services Ltd 602, 6th Floor, Kingston, Tejpal Road, Near Railway Crossing,Vile Parle (East), Mumbai 400 057 022-26636731-34, 26135202-03 JM Financial Services Ltd 1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092. 022- 33101400 JM Financial Services Ltd 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi , Navi Mumbai 6632 9200/03/04/27896024-26 JM Financial Services Ltd 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai 400 075 022-45058700 JM Financial Services Ltd Ground Floor, Anushka, New Link Rd,Andheri (West), Mumbai 400 053 022- 66191600/612

46 NTPC LIMITED IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

JM Financial Services Ltd Office No.2, 1st Floor,Patel Shopping Center, Near Malad Subway, Sainath Road,Malad (West ), Mumbai 400 064 288 22 831 / 32 /34. Kotak Securities Limited 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074 LKP Securities Limited 93/95 Engineering Premises Co-op Soc, 3rd Floor, Next to J&K Bank, Near BSE, B S Marg, Fort, Mumbai - 40 RR Equity Brokers, 82/1, Apollo House, Ground Floor, Opposite Jammu & Kashmir Bank, Mumbai Samachar Marg, Mumbai 400023, Maharashtra, Ph: +91-22-40544201/224/22702002 RR Equity Brokers, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021, Ph: 022-22886627/8 SBICAP SECURITIES LIMITED., SBI Nri Branch, Maker Chambers -3, Ground Floor, Nariman Point, Mumbai - 400 021. SBICAP SECURITIES LIMITED., C/O SBI Mumbai Main Spbb Branch, Mumbai Samachar Marg, Gate No 1, Horniman Circle, Fort, Mumbai - 400001, Maharashtra. SBICAP SECURITIES LIMITED., State Bank of India , M.g.road, Ghatkopar East, Mumbai - 400077, Maharashtra. SBICAP Securities Ltd., SBI Madame Cama Road Branch, SBI Admin Building Compound, Nariman Point, Mumbai - 400021, Maharashtra. SBICAP SECURITIES LIMITED., C/O SBI Jvlr Branch, Ground Floor, Juhu Versova Link Road, Andheri (W), Mumbai 400053. SBICAP SECURITIES LIMITED., 12th Floor, A&B-Wing, Marathon Futurex, N.M. Joshi Marg, Lower Parel, Mumbai - 400 013. SBICAP SECURITIES LIMITED., C/o. SBI Shivsagar Estate Branch, P.b. No. 16555, ‘C’ Block, Grd Flr, Devchand House, Dr. A.b. Road, Worli, Mumbai – 400018. SBICAP SECURITIES LIMITED., C/o. SBI Goregaon-Mulund Link Road Branch, Showroom No.11, Rustomjee O-Zone Bldg., Goregaon (W), Mumbai – 400062. SBICAP SECURITIES LIMITED., C/o. SBI Santacruz Branch, 7 Suryodaya Bldg., Juhu Road, P.o.box No. 6901, Mumbai – 400054. SBICAP SECURITIES LIMITED., C/o. SBI Shivaji Park Branch, Gitanjali Ranade Road, Dadar (W), Mumbai – 400028. SBICAP SECURITIES LIMITED., C/o. SBI Pbb Powai Hiranandani Branch, G-15/16, Ventura Hiranandani Business Park, Powai, Mumbai – 400076. SBICAP SECURITIES LIMITED., C/o. SBI Konkan Bhavan Branch, Cidco Bldg. (South Wing), Cbd Belapur, Navi Mumbai – 400614. Sharekhan Ltd 10th Flr., Beta Building,Lodha Ithink Techno Campus,Opp. Kanjurmarg ,Railwaystation,Kanjurmarg (East) :- 400042 SMC Global Securities Ltd 258,Perin Nariman Street First Floor Fort mumbai -400001 Ph no 09821111219, 9930055430 Systematix Shares & Stocks (I) Ltd. JK Somani Building ,3rd Floor,British Hotel Lane,FortNear Stock Exchange, British Hotel Lane, Fort, 400 001 022- 66198185 / 30298185 Mysore: India Infoline Limited No. 858, 859/Ch20, Nakshatra, 2nd Floor, Narayana Shastri Road, Kr Mohalla, Mysore, Pin-570024 0821-4004050 SBICAP Securites, C/O State Bank of India, Mysore Main Branch, P.b. No 204, Motikhana Building, New Sayaji Rao Road, Mysore - 570024, Karnataka. Nagercoil: SBICAP SECURITIES LIMITED., 14B, Distillery Road, Vadasery , Nagercoil – 629 001, Tamil Nadu. Nagpur: India Infoline Limited 3th floor Shreejee krupa building, Gandhi Square, New Itwari Road, Nagpur-440002 0712-6684012/14SBICAP SECURITIES LIMITED., C/O SBI Seva Sadan Branch, 75 Moti Mohan Complex, Seva Sadan Chowk, C.a Road, Nagpur - 440018, Maharashtra. Nasik: India Infoline Limited Office No 10 & 11, First Floor, Viraj Corner Bldg.,Sharanpur Road, Canada Corner,Nashik, NASIK, 422005 0253-6647902 SBICAP SECURITIES LIMITED., C/O SBI Spbb Branch., Plot No. 56, Opp. Wadnagare Bhavan, Thatte Wadi, College Road, Nashik - 422005, Maharashtra New Delhi: India Infoline Limited 310,311,312,3RD Floor, Ashoka Estate,24,Barakhamba Road,Connaught Place,, Delhi, 110001 01149539653 India Infoline Limited India Infoline Limited , 310, 313, Third Floor, Ashoka Estate , Barakhamba Road, New Delhi-110001 9811351963 JM Financial Services Ltd 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001 Phone (011) 49537800 Kotak Securities Limited 202-217, 2nd Floor, Ambadeep Building, 14, Kasturba Gandhi Marg.P:66313131 RR Equity Brokers, 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62 RR Equity Brokers, N-24 - 25, Middle Circle, Connaught Place, New Delhi – 110001, Ph: 011- 23353480, 23353768 RR Equity Brokers, 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011- 42421238/39,49504400, SBICAP SECURITIES LIMITED, 57, 1st & 2nd Floor, Panchkuian Road, Near R.K.Ashram Marg Metro Station, New Delhi - 110001 SBICAP SECURITIES LIMITED., State Bank of India, Personal Banking Branch, A-15 Hauz Khas, New Delhi- 110016, Delhi SBICAP SECURITIES LIMITED., 9, New Rajdhani Enclave, Swasthya Vihar,Nr Preet Vihar Metro Station , Delhi - 110092. SBICAP SECURITIES LIMITED., C/O SBI, E-2/28, Sector 7, Rohini, Delhi - 110085 SBICAP SECURITIES LIMITED., C/o. SBI (DBD) SME Branch, Gr Floor, Chandani Chowk, Delhi - 110006 SBICAP SECURITIES LIMITED., C/o. SBI Raja Garden Branch, 13 Raja Garden Chowk, New Delhi – 110015. SMC Global Securities Ltd 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002 Ph no 9818620470 , 9810059041, SMC Global Securities Ltd 6B, First Floor Himalaya House 23, K G Marg Connaught place New Delhi -110 001 Ph no 9958696929 9180469955, SMC Global Securities Ltd 503, Ansal Bhawan Barakhamba Road New Delhi -110001 Ph no 9871626464 Systematix Shares & Stocks (I) Ltd. 1st Floor Jawahar Park, Laxminagar New Delhi 110001 011-30481213-17 Noida: RR Equity Brokers, 103,1st Floor, Ocean Plaza P-5, UGF, Ocean Plaza, Sector - 18, Noida- 201301, Uttar Pradesh, Ph: 0120-4601230/31 SBICAP Securites, C/O State Bank of India Pbb Branch, Sector - 26, Noida - 201301, Uttar Pradesh SMC Global Securities Ltd 106-Ocean Plaza .P-5 SEC-18, Noida-201301 Ph no 9717000378 Panchkula: SBICAP Securites, C/O State Bank of India Main Branch, 2nd Floor, Sco - 14, Sector 10, Panchkula - 134109, Haryana Patiala: SBICAP Securities Ltd., State Bank of Patiala,(Main Branch), The Mall,Mall Road, Patiala - 147001, Punjab. Patna: India Infoline Limited Ashiana Chamber , Exhibition Road, Patna, 800001 0612-3919124 SBICAP SECURITIES LIMITED., C/O SBI Spb Branch, West Gandhi Maidan, Patna - 800001, Bihar. Pondicherry: SBICAP SECURITIES LIMITED., C/O State Bank of India, Pondicherry Main Branch, No. 5, First Floor, Rue Suffren, Pondicherry 605001. Tamil Nadu Pune: India Infoline Limited Lohia Jain IT Park, Survey No 150/A/1+2, Plot No 1, Kothrud, Paud Road,, PUNE, 411038 020-41045855 India Infoline Limited : India Infoline Ltd,Plot No 886,CTS -1249/1250,Office No. C, Above Greetwel, Goodluck Chowk Deccan Gymkhana Pune 411004 9579556920/020-65212134/35 JM Financial Services Ltd 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane, Pune 411 004 020-4903 1601/600 SBICAP SECURITIES LIMITED., SPBB Branch, 1277, Kumar Renaissance, J.m.road, Deccan Gymkhana, Pune - 411004, Maharashtra. SBICAP SECURITIES LIMITED., C/O SBI Bund Garden Branch, Grale 171/B, 1St Floor, Dp Road, Pune-411001, Maharashtra SMC Global Securities Ltd 3rd Floor, 1206/4B, Durgashankar Building, Beside Khetan Medical Behind Shubham hotel, JM Road Pune 411004 Raipur: India Infoline Limited 1st Floor, Nagdev Plaza, Block A,Jai Road,Kutchery Chowk,, RAIPUR, 492001 07714-211666 SBICAP SECURITIES LIMITED., C/O. SBI Kutchery Branch, Kutchery, Raipur-492001, Chattisgarh Rajkot: India Infoline Limited 2nd & 3rd Floor,Millennum Square, Opp. Girnar Cinema, Phulchhab Press, Rajkot, 360001 0281-6198333 JM Financial Services Ltd 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot 360 017 0281-6194000 SBICAP SECURITIES LIMITED., C/O. State Bank of India, Rajkot Zonal Office, Opposite Sardar BAUG, Circuit House, Rajkot-360001, Gujarat. SMC Global Securities Ltd Sunil M Shah 1st Floor Raj Ankit Opp. Panchnath Mandir Dr. Rajendra Prasad Road Rajkot-360001 Mob: 9824200424 Ranchi: India Infoline Limited 4th Floor,Kaushalya Chambers,P P Compound,Ranchi-834001 0651-2332971Salem: SBICAP SECURITIES LIMITED., SBI Hasthampatti Branch, Bank House,No. 68 Cherry Road, Salem - 636 007, Tamil Nadu. Secunderabad: JM Financial Services Ltd 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad 500 003 (040) 40105200 SBICAP SECURITIES LIMITED., 1st Floor, Dmc Center, Above State Bank Of India, St. John’s Road, East Marredpally, Secunderabad - 500026, Andhra Pradesh SMC Global Securities Ltd 206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S D Road Secunderabad, 500003 Ph no 9347453777 Shimla: SBICAP Securites, C/O State Bank of India, New Building, 2nd Floor, The Mall, Shimla - 171003, Himachal Pradesh. Surat: India Infoline Limited 701,702,709,710, 21st Century Business Centre,Ring Road,Surat, Surat, 395002 0261-4030656 JM Financial Services Ltd A Wing , 2nd Floor 202 International Commerce Centre Bldg , ( ICC Bldg ),Near Kadiwala School , Majura Gate , Ring Road , Surat – 395002 0261-4081700 Kotak Securities Limited Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road.P: 2254553 SMC Global Securities Ltd 316,Empire State Building, Ring Road, Surat.395002. Mo : 9033002341 Surat: SBICAP SECURITIES LIMITED., C/O. SBI, Ghoddod Road, U25-28, Megh Mayur Plaza, Opp Jani Farsan Bhandar, Parle Point, Surat-395007, Gujarat Thiruvananthapuram: India Infoline Limited 2nd Floor,Menathottam Chambers, Pattom P.o, Trivandrum, Pin - 695004 04714011243 SBICAP SECURITIES LIMITED, First Floor, State Bank Of Travancore Building, Sasthamangalam, Thiruvananthapuram - 695010, Kerala Trichy: India Infoline Limited 74, Salai Road, Trichy-620018 04312414646 SBICAP SECURITIES LIMITED., C/O State Bank of India, Tiruchirappali Main Branch, Mc Donalds Road, Cantonment, Tiruchirappali - 620001, Tamil Nadu. Udaipur: SBICAP SECURITIES LIMITED, C/O SBI, Main Branch, 23/C Madhuban, Udaipur - 313001, Rajasthan Ujjain: SBICAP SECURITIES LIMITED., C/O SBI Main Branch, State Bank Building, Budhwariya, Ujjain – 456 001. Madhya Pradesh Vadodara: India Infoline Limited 3rd Floor,Bhagwandas Chamber,Opp Circuit House,RC Dutt Road,Baroda-390007 0265-6197536 India Infoline Limited India Infoline Ltd - 3rd Floor , Bhagwan Chambers, Opp. Circuit House , Alkapuri, Baroda - 390007 9712906105 JM Financial Services Ltd G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Babk, Alkapuri, Vadodara 390 007 0265-6191300 RR Equity Brokers, 222 Siddharth Complex, RC Dutta Road. Alkapuri, Vadodra- 390007, Ph: 0265-2353095/2353195 SBICAP SECURITIES LIMITED., SBI, Alkapuri, R.c.dutt Road, Baroda - 390 007, Gujarat. SBICAP SECURITIES LIMITED., C/O. SBI Makarpura I.e. Branch, Vcci Building, Makarpura, Baroda - 390010 SBICAP SECURITIES LIMITED., C/O. SBI Mandvi Main Branch, Opp Jamnabhai Hospital, Mandvi, Baroda - 390001 Varanasi: India Infoline Limited Arihant Complex, D-64/127 C-H, Third Floor, Sigra, Varanasi - 221010 0542-6888005 SBICAP SECURITIES LIMITED, C/O SBI Varanasi Main Branch, Near Dist. Court, Varanasi, Uttar Pradesh- 221002 Vijayawada: B N Rathi Securities Ltd Shop No.30 & 31, St. Pauls Complex,Nirmala Convent Road, Near Benz Circle,Patamata, Vijayawada - 520 010 0866 - 6464625 India Infoline Limited D.NO12-11-5,Opp.hdfc Bank Raja Rangayya Appa Rao Street,, Vijaywada, 520001 8632323901 ,902 SBICAP SECURITIES LIMITED., SBI , Governorpet Branch, Ali Begh Street, Governorpet, Vijaywada-520002, Andhra Pradesh Visakhapatnam: SBICAP SECURITIES LIMITED., C/O SBI Main Branch, 1st Floor, Old Jail Road Junction, Near Redham Gardens, Visakhapatnam - 530002, Andhra Pradesh. India Infoline Limited India Infoline Ltd ,4th Floor, Sai Trade Centre, Axis Bank Building,Dwarkanagar Vizag-530016 08916627285 JM Financial Services Ltd Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBM Compound, Near Rama Talkies Junction, Visakhapatnam 530 003 (0891) 6603800

NTPC LIMITED 47 IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS

TRADING MEMBERS The Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) are available. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submitted by a Non ASBA applicant shall be deposited by the Trading Members are available on the website of BSE and NSE at www.bseindia.com and www.nseindia.com respectively. LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBS) UNDER THE ASBA PROCESS. Sr. Syndicate ASBA Bank Branch Address Contact Person Contact Number Fax 1 Axis Bank Limited Centralised Collections and Payment Hub (CCPH) 9th Floor, Solaris, C-Wing Opp L&T Gate No 6, Mr Kirit Rathod, 022-40754981 / 82 / 83 / 022-40754996 Saki Vihar Road, Powai, Mumbai – 400072 Vice President 9820850829 2 State Bank of Hyderabad Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743 3 Corporation Bank Capital Market Branch, Ist Floor, Earnest House, NCPA Marg Nariman Point, Mumbai-400021 Mr Amod Kumar 22841406/ 22842764 / 022-22843823 9870340031 4 State Bank of Travencore Anakatchery Buildings, Y M C A Road, Statue, Thiruvananthapuram-695001 P.P. Muraleedharan 0471-2333676 0471-2338134 5 IDBI Bank Limited IDBI Bank Limited, Central Processing Unit, Sarju House, 3rd Floor, Plot No 7, Street No. 15, Rajiv Nair / 022-6670 0659 / 022-66700669 Andheri MIDC, Andheri (E), Mumbai, Pin : 400093 Anoop Jaiswal 66700660 6 State Bank of Bikaner & Financial Super Market Branch, Apex Mall, Tonk Road, Jaipur. Shri. N. K. Chandak 0141-2744415 / 0141-2744457 Jaipur 9413398505 7 Yes Bank YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi, Mumbai 400 011 Mahesh Shirali / Manoj Bisht/ Shankar 022 66229031 / 9164 022 24974875 Vichare / 9070 8 Punjab National Bank Capital Market Services Branch, PNB House, Fort, Sir P. M. Road, Mumbai Shri. K. Kumar Raja Tel – 022- 22621122, 022 – 22621124 22621123, 9 Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai- 400052 Mrs. Anne Narielwala / Ms. Pallavi 022-6600 9428 / 022-66009666 Shilvalkar 022-66009419 10 Union Bank of India Mumbai Samacchar Marg, 66/80, Mumbai Samachar Marg, Post Bag No. 253 & 518, Mr. D. B. Jaiswal 022- 22629408 Fort, Mumbai - 400023. 11 HDFC Bank Limited FIG – OPS Department, HDFC Bank Limited , Lodha, I Think Techno Campus, O-3 Level, Deepak Rane / Uday Dixit 022-30752928 / 30752927 022 -25799801 Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra. 12 Bank of Baroda Mumbai Main Office Mr. Sonu A. Arekar 40468314, 40468307 022-22835236 13 ICICI Bank Ltd Capital Market Division,Fort Roshan Tellis 022-22627600 022-22611138 14 Vijaya Bank Head Office Bldg 41/2,M G Road Bangalore. B. M. 080-25584385 15 Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai – 23 A D Deshpande 022-22694160/22652595/ 022-22681296 (Assistant General Manager) 22663947/ 9730000438 16 State Bank Of India Capital Market Branch (11777), Videocon Heritage Building (Killick House), Mr. Anil Sawant 022-22094932 / 022-22094921 Charanjit Rai Marg, Fort, Mumbai-400 001 Deputy Manager 9870498689 17 Andhra Bank 18, Homi Modi Street, P.B.No. 114, Nanavati Mahalaya, Fort Branch, Mumbai-400023. Seshagiri Rao Jonnakuti 022-22026088 / 022-22047626 18 HSBC Limited 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West), Mr Jagrut Joshi (022) 67115485/ (022) 66536005 Mumbai 400 064 (address of IPO Operations office) 9870403732 19 Kotak Mahindra Bank Ltd. Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western Express Highway, Prashant Sawant +91 22 66056959 / +91 22 66056642 General AK Vaidya Marg, Malad (E) +91 9967636316 20 Bank of India Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street, Fort, Shri. Navin Kumar Pathak 022-22723631 / 1677 022-2272 1782 Mumbai – 400 023. Senior Manager / 9619810717 21 CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051 S Girish 022-26535504, 022-26535824 98199 12248 22 IndusInd Bank Fort Branch, Sonawala Building, Mumbai Samachar Marg, Fort, Mumbai-400 001 Mr. Yogesh Adke 9833670809 / 022 - 22644834 Dy. Vice President 022-66366589 / 91 / 92 23 Allahabad Bank Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282, Mumbai, Maharashtra 400 023 Shri S. K. Jain Chief Manager (022)- 22655739, 22662018 (022)- 22661935 24 Karur Vysya Bank Ltd Demat Cell, Second Floor, No 29, Rangan Street, T. Nagar, Chennai - 600 017. Nori Subrahmanyam 044-24340374 044-24340374 25 The Federal Bank Limited ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031 Dhanya Dominic 0484-2201847 4842385605 26 Indian Bank Nandanam Branch- 480 Anna Salai, Nandanam 600035 Mr. V Muthukumar / Mr. M Veerabahu 044 24330233 044 24347755 27 Central Bank of India Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001 Mr. Vineet Bansaj 022- 22623148, 22623149 022-22623150 28 Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai -400001 Shri B.K. Palrecha Asstt. General Manager 022-22654791/95 022-22654779 29 Standard Chartered Bank Crescenzo, 3rd Floor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex, Bandra (E), Mumbai 400 051 Rohan Ganpule 022-61157250 / 022-61157234 022-26757358 30 J P Morgan Chase Bank, N.A. J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098 Nandita Halady 6157 3833 6157 3910 31 Nutan Nagrik Sahakari Bank Ltd. Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge. Miti shah 9879506795 7926564715 32 UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023 Manager 022 40180105 2222870754 33 Canara Bank Capital Market Service Branch, 407, 4th Floor, Himalaya House, 79, Mata Ramabai Ambedkar Marg, Mr. Arvind Nambev Pawar 022-22661618 / 022- 022-22664140 Mumbai - 400 001. 22692973 / 9769303555 34 United Bank of India Global Cash Management Services Hub, 4th Floor,United Bank of India, United Tower, Head Office,11, Hemanta Basu Sarani, Kolkata – 700 001. AGM (CMS & Demat) 033 22624175/ 2262417 35 Syndicate Bank Capital Market Services Br. 26A, First Floor, Syndicate Bank Bldg, P. M.Road, Fort, Mumbai - 400 001 P Padmavathy Sundaram, Chief Manager 022-22621844 022-22700997 36 South Indian Bank ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam – 682035, Kerala, India. John K Mechery 9645817905 0484-2351923 37 Indian Overseas Bank Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai -600 002 Mr. R.S. Mani / Mr. M. Sasikumar 044-28513616/ 044- 28513619 28513617/ 28513618 38 Tamilnad Mercantile Tamilnad Mercantile Bank Ltd., Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2Nd Mr. N. Rajasegason 044-26192552 044-26204174 Bank Ltd. Avenue, Anna Nagar (West), Chennai - 600 040, Tamilnadu, India 39 City Union Bank Ltd. 48, Mahalakshmi St.,T.Nagar, Chennai - 600 017. Sivaraman 044 - 24340010, 24343517, 044 - 24348586 24346060, 24348586 , 380286558, 9382642081, 9380286558 40 BNP Paribas BNP Paridas House 1, North Avenue Maker Maxity, Bandra Kurla Complex, Mr. Prem Mariwala / Mr. Dipu SA / 022-61964570 / 022- 022-61964595 Bandra (East), Mumbai - 400 051. Mr. Pratima Madiwala 61964594 / 022-61964592 41 The Kalupur Commercial Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014 Jay V. Pathak Manager 079-27582028 079-27544666 Co Operative Bank Ltd. 42 Bank of America N.A. EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Chennai 600014 Swaminathan Ganapathy, A.S. Sreedharan 044-42904526 / 044-42904591 044-43528911 43 The Lakshmi Vilas Bank Ltd. Bharat House, Ground Floor, 104, Bombay Samachar Marg, Fort Mumbai-400001 S. Ramanan 022-22672255 / 22672247(M) 22670267 22673435(CM) 44 State Bank of Patiala CO 99-102, Sector - 8C, Chandigarh Shailendra Kumar 07208048007 / 022-22678041 022-22656346 45 State Bank of Mysore Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400001. Mr.Rajeshwar Das, Manager 9022469176 022-22656346 46 The Surat Peoples Co-op Bank Ltd Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat – 395001 Mr. Iqbal Shaikh 0261-2464577 0261-2464577, 592 47 Dhanlaxmi Bank Limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001 Gunavati Karkera 022 – 2202535 022-22871637 48 The Saraswat Co-operative Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector – 17, Vashi, Navi Mumbai – 400703 Mrs. Shilpa S. Mulgaokar (O) 27884161, 27884162, 27884163, 27884153 Bank Ltd. 27884164, (M) 9820629199 49 DBS Bank Ltd DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001 Amol Natekar +91 22 6613 1213 +91 22 6752 8470 50 Dena Bank Dena Bank, Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai – 400 023 Branch Manager 022-22661206, 22702881 022-22694426/22702880 51 Karnataka Bank Ltd The Karnataka Bank Ltd, Mangalore–H O Complex Branch, Mahaveera Circle, Kankanady, Mangalore – 575002 Ravindranath Baglodi, Sr.Manager 0824-2228139 /140 /141 0824-2228138 52 The Ahmedabad Mercantile Head office :-"Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09 Bimal P Chokshi 079-26426582-84-88 079-26564863 Co-Op. Bank Ltd. 53 Ing Vysya Bank Ltd No. 69, Ramaiah Complex, Roopena Agrahara, Hosur Road, Bangalore -560068. Akshay Hegde, Srinivas P., Shehzeen 080-22532104/22532103/22532102/ 080-22532111 Ahmed, N. Prashant, Ranjit Raghvnandanan 22532125 / 080-25005000 Extn. 1517 54 Janata Sahakari Bank Ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Shukrawar Peth, Pune - 411002. Shri Ajit Manohar Sane 020-24431011, 020-24431016 020-24431014 55 Barclays Bank PLC. 601/603 Ceejay House, Shivsagar Estate, Dr Annie Besant Road, Worli, Mumbai - 400018 Mr. Parul Parmar 022-67196400 / 6575 022-67196996 ASBA Applicant may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSB’s and their Designated Branches please refer to the website of SEBI (http:// www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.

48 NTPC LIMITED