NHPC Limited — Capital/Financing Update 2026

Jun 1, 2026

भारत सरकार
विद्युत मंत्रालय
श्रम शक्ति भवन, रफी मार्ग,
नई दिल्ली-110 001

GOVERNMENT OF INDIA
MINISTRY OF POWER

Shram Shakti Bhawan,
Rafi Marg, New Delhi-110001
Fax : 2371-7519
Tel. :

THIS NOTICE (AS DEFINED HEREIN) IS NOT FOR RELEASE, PUBLICATION AND/OR DISTRIBUTION, IN WHOLE OR IN PART. IN AND/OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA, OR THE DISTRICT OF COLUMBIA (TOGETHER, THE “UNITED STATES”) (EXCEPT TO “QUALIFIED INSTITUTIONAL BUYERS”, AS DEFINED HEREIN OR ANY “OTHER JURISDICTIONS” (AS DEFINED HEREIN) IF SUCH AN ACTION IS PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, SEE “IMPORTANT INFORMATION” HEREIN.

Date: June 1, 2026

The Managing Director,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001
India

The Managing Director,
National Stock Exchange of India Limited,
Exchange Plaza, Plot No. C/1, G Block,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051
India

Dear Sir/Madam,

Subject: Notice of the proposed offer for sale of equity shares of face value of ₹ 10 each (“Equity Shares”) of NHPC Limited (the “Company”) by its Promoter, the President of India, acting through the Ministry of Power, Government of India (the “Seller”), through the stock exchange mechanism (the “Notice”)

We refer to paragraph 19 of chapter 1 of the master circular for stock exchanges and clearing corporations bearing reference number SEBI/HO/MRDPoD2/CIR/P/2024/00181 dated December 30, 2024 notified by the Securities and Exchange Board of India (“SEBI”) (“SEBI OFS Circular”), pertaining to comprehensive guidelines on offer for sale of shares through the stock exchange mechanism and the applicable notices and circulars issued by the Stock Exchanges (as defined hereinafter) from time to time in this regard, including (a) “Revised Operational Guidelines for Offer for Sale (OFS) Segment” issued by BSE Limited (“BSE”) by way of its notice bearing no. 20240701-19 dated July 1, 2024 (“BSE OFS Circular”) and, to the extent applicable, the previous circulars issued by BSE in this regard; (b) “Revised operating guidelines of Offer for Sale” issued by NSE by way of its circular bearing no. 25/2026 dated February 24, 2026, to the extent applicable, the previous notices issued by NSE in this regard (“NSE OFS Circular”, together with the BSE OFS Circular, the “Stock Exchange Circulars” and together with the SEBI OFS Circular, the “OFS Guidelines”).

The Seller proposes to sell 3.00% of the paid-up equity (equivalent to 30,13,51,044 equity shares) shares held in the Company having a face value of ₹ 10/- each (“Base Offer Size”) on June 2, 2026 (“T day”) (for non-Retail Investors only) and on June 3, 2026 (“T+1 Day”) (for Retail Investors (defined below), Employee and for non-Retail Investors who choose to carry forward their un-allotted bids) (with an option

डिमांडु जाल / HIMANDEE
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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to additionally sell up to 30,13,51,044 equity shares i.e. 3.00% of the paid up equity of the Company (the “Oversubscription Option” and in the event the Oversubscription Option is exercised, the Equity Shares forming part of the Base Offer Size and the Oversubscription Option i.e., 60,27,02,088 Equity Shares, will represent 6.00% of the total paid-up equity share capital of the Company as on March 31, 2026, and collectively hereinafter be referred to as “Offer Shares”.) In case the Oversubscription Option is not exercised, the equity shares forming part of the Base Offer Size will hereinafter be referred to as “Offer Shares” through a separate, designated window of the BSE and NSE, collectively representing 60,27,02,088 equity shares i.e. 6.00% of the total paid up equity share capital of the Company as on March 31, 2026 (held in dematerialized form in one or more demat accounts with the relevant depository participant) in accordance with the OFS Guidelines (such offer for sale hereinafter referred to as the “Offer”).

Additionally, up to 45,20,265 equity shares may be offered to the eligible employees of the Company, in accordance with the terms and conditions provided in the OFS guidelines, or any other limit as may be approved by the competent authority (the “Employee Offer”). The eligible employees may apply for equity shares up to ₹500,000. However, any bids by eligible employees will be considered for allocation, in the first instance, for an amount up to ₹200,000 only.

The Offer shall be undertaken exclusively through the Seller’s Brokers named below on a separate window provided by the Stock Exchanges for this purpose.

This Notice is being issued to the Stock Exchanges in accordance with the paragraph 19.1.5.2 of chapter 1 of the SEBI OFS Circular to announce the Seller’s intention to undertake the Offer and contains important information in relation to the Offer including certain information that is required to be disclosed pursuant to the OFS Guidelines. Set out below under the heading “Important Information”, and the information included therein constitutes an integral part of the terms and conditions of the Offer. Bidders/ prospective purchasers, as well as their brokers, are required to read the information included in this Notice in its entirety along with the OFS Guidelines, before participating in the Offer.

Prospective investors, as well as their brokers, are requested to read the entire contents of this Notice, along with the OFS Guidelines before participating in the Offer.

Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
1.	Name of the Seller (Promoter)	The President of India, acting through and represented by the Ministry of Power, Government of India
2.	Name of the company whose shares are proposed to be sold and ISIN	Name: NHPC Limited
ISIN: INE848E01016
3.	Name of the stock exchange where orders shall be placed	NSE and BSE
4.	Name of the designated stock exchange	NSE
5.	Name of the designated clearing corporation	NSE Clearing Corporation
6.	Session Timings (Date and time of the opening and closing of the Offer)	The Offer shall take place over two trading days, as provided below:

For non-Retail Investors: June 2, 2026 (“T Day”) |

हिमांशु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत गतिविधि / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New DeJai-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		The Offer shall take place during trading hours on a separate window of the Stock Exchanges on T Day i.e. June 2, 2026 commencing at 9:15 a.m. Indian Standard Time and shall close on the same date at 3:30 p.m. Indian Standard Time.

On the T Day, the non-Retail Investors may indicate their willingness to carry forward their un-allotted bids to T+1 Day (defined below) for allocation to them in the unsubscribed portion of Retail Category (defined below).

Only non-Retail Investors shall be allowed to place their bids on T Day, i.e. June 2, 2026.

For Retail Investors (as defined below), Employees, and non-Retail Investors who choose to carry forward their un-allotted bids: June 3, 2026 (“T+1 Day”)

The Offer shall continue to take place during trading hours on a separate window of the Stock Exchanges on T+1 (T+1 being June 3, 2026) commencing at 9:15 a.m. Indian Standard Time and shall close on the same date at 3:30 p.m. Indian Standard Time.

Only Retail Investors (defined below) shall be allowed to place their bids only on T+1 Day. Further, those employees and non-Retail investors who have placed their bids on T Day and have chosen to carry forward their un-allotted bids to T+1 Day, shall be allowed to revise their bids on T+1 Day as per the SEBI OFS Circular.

(T Day and T+1 Day, collectively referred to as “Offer Dates”) |
| 7. | Allocation methodology | The allocation shall be at or above the Floor Price (defined below) on price priority basis at multiple clearing prices, in accordance with the SEBI OFS Circular, except in case of Retail Investors, who shall have an option to bid at or above the Cut-Off Price (as defined below). Provided that Retail Investors shall be allowed to place their bids at Floor Price on T+1 Day, in case of undersubscription in the Non-Retail Category (defined below).

Retail Category

For the purpose of this Notice, Retail Investor shall mean an individual investor who places bids for Offer Shares of total value of not more than ₹ 200,000 (Rupees Two Lakhs) aggregated across Stock Exchanges (“Retail Investor”). |

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		10% of the Offer Shares shall be reserved for allocation to Retail Investors (“Retail Category”). The Stock Exchanges will decide the quantity of Offer Shares eligible to be considered in the Retail Category, based on the Floor Price (defined below) declared by the Seller.

A Retail Investor may bid at any price above the Floor Price and/or bid at a “Cut-Off Price”. “Cut-Off Price” means the lowest price, as shall be determined, at which the Offer Shares are sold in the non-Retail Category, based on all valid bids received on T Day and their bid below the Cut-Off Price or the Floor Price, as applicable, shall be rejected.

Retail Category allocation methodology

In case of oversubscription in the Retail Category, if the aggregate number of Offer Shares bid for at a particular clearing price / Cut-Off Price, as the case may be, is more than available quantity, then the allocation for such bids will be done on a proportionate basis.

Retail bids below the Cut-Off Price shall not be considered for allocation.

Any unsubscribed portion of the Retail Category shall, after allotment, be eligible for allocation to non-Retail Investors who have not been allotted Offer Shares on T Day, and have chosen to carry forward their un-allotted bids to T+1 Day. Such non-Retail Investors are required to indicate their willingness to carry forward their bid on T day.

Non-Retail Category

The non-Retail Investors shall have an option to carry forward their un-allotted bids from T Day to T+1 Day. Non-Retail Investor choosing to carry forward their bids to T+1 Day are required to indicate their willingness to carry forward their bids on T Day. Further, such non-Retail Investors can also revise their bids on T+1 Day in accordance with the OFS Guidelines.

Non-Retail Category allocation methodology

No single bidder, other than mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended (“Mutual Funds”), and insurance companies |

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-11000

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		registered with the Insurance Regulatory and Development Authority of India under the Insurance Regulatory and Development Authority Act, 1999, as amended (“Insurance Companies”), shall be allocated minimum of 25% of the size of the Offer, as prescribed under the OFS Guidelines.

In the event of any under subscription by Mutual Funds and Insurance Companies, the unsubscribed portion shall be available to other bidders. Further, the Seller acknowledges and agrees that at least 10% of the size of the Offer shall be reserved for allocation to Retail Investors, in the manner prescribed under the OFS Guidelines. Further, the Seller acknowledges and agrees that any offer of equity shares to employees of the Company (“Employee Offer”), if undertaken, shall be made in terms of the OFS Guidelines and applicable laws.

Indicative price for the non-retail category shall be displayed separately. There shall be no indicative price for the Retail Category.

The allocation to the non-Retail Investors shall be at price equal to the Cut-Off Price or higher as per the bids.

A minimum of 25% of the Offer Shares shall be reserved for mutual funds and insurance companies, subject to receipt of valid bids at or above the Floor Price (defined below). In the event of any under subscription by mutual funds and insurance companies, the unsubscribed portion shall be available to other bidders.

In case of oversubscription in the non-Retail category, the Seller may choose to exercise the Oversubscription Option (defined below), which will be intimated to the Stock Exchanges after trading hours (on or before 5:00 p.m.) on T Day. Accordingly, allocation to Bidders in the non-Retail category shall be done from the Offer Shares forming part of the aggregate of the Base Offer Size (defined below) and the Oversubscription Option. Further, in the event the Oversubscription Option is exercised, the equity shares forming part of the Base Offer Size and the Oversubscription Option will, collectively, hereinafter be referred to as “Offer Shares”. In case the Oversubscription Option is not exercised, the equity shares forming part of the Base Offer Size will hereinafter be referred to as “Offer Shares”. |

हिमांशु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
मिशन सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		In case of oversubscription in the non-retail category on T+1 Day, if the aggregate number of Offer Shares bid for at a particular clearing price is more than available quantity then the allocation for such bids will be done on a proportionate basis.

Employee Category
Additionally, up to 45,20,265 equity shares may be offered to the eligible employees of the Company, in accordance with the terms and conditions provided in the OFS guidelines, or any other limit as may be approved by the competent authority (the “Employee Offer”). The eligible employees may apply for equity shares up to ₹500,000. However, any bids by eligible employees will be considered for allocation, in the first instance, for an amount up to ₹200,000 only.

Each employee shall bid in the ‘Employee’ category on T+1 day only at the Cut-Off Price of T Day; bids shall not be displayed by the exchange; PAN-based validation shall apply; employees shall pay 100% margin upfront; the retail floor price shall be disclosed to employees; each employee is eligible for allotment up to ₹ 200,000. Provided that in the event of under-subscription in the employee portion, the unsubscribed portion may be allotted on a proportionate basis, for a value in excess of two lakhs rupees, subject to the total allotment to an employee not exceeding ₹ 500,000. |
| 8. | Total number of equity shares being offered in the Offer | Up to 30,13,51,044 equity shares of the Company of face value of ₹10/- each, representing 3.00% of the total paid up equity share capital of the Company. (“Base Offer Size”) |
| 9. | Green shoe option: Maximum number of equity shares the Seller may choose to sell over and above made at point 8 above | Up to 30,13,51,044 equity shares of the Company of face value of ₹ 10/- each, representing 3.00% of the total paid up equity share capital of the Company (“Oversubscription Option”).

The Seller shall intimate the Stock Exchanges of its intention to exercise the Oversubscription Option after trading hours (i.e., on or before 5 p.m.) on T Day. |
| 10. | Name of the broker(s) on behalf of the Seller (the “Seller’s Broker”) and broker code | ICICI Securities Limited (BSE: 103; NSE: 07730);
Goldman Sachs (India) Securities Private Limited (BSE: 3158; NSE: 12778); and
SBICAP Securities Limited (BSE: 0095; NSE: 10529). |

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Dept-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
11.	Floor Price	The floor price of the Offer shall be ₹ 71.00/- (Rupees Seventy one only) per equity share (“Floor Price”).

The Stock Exchanges are required to ensure that the Floor Price is immediately informed to the market. |
| 12. | Retail Discount | Nil |
| 13. | Conditions for withdrawal of the Offer | The Seller reserves the right to not to proceed with the Offer at any time prior to the time of opening of the Offer on T Day. In such a case, there shall be a cooling off period of 10 trading days from the date of withdrawal before another offer for sale through Stock Exchange mechanism is made. The Stock Exchanges shall suitably disseminate details of such withdrawal. |
| 14. | Conditions for cancellation of the Offer | Cancellation of Offer shall not be permitted during the bidding period.

The Offer may be cancelled by the Seller in full in the event (i) Seller fails to get sufficient demand from non-retail investors at or above the Floor Price on the conclusion of the T Day, then the Seller may choose to cancel the Offer, post bidding, in full (both retail and non-retail categories) and not proceed with the Offer on T+1 Day. The Seller shall notify to the Stock Exchanges its intention for cancellation of the Offer post bidding latest by 5 p.m. on T Day. The Stock Exchanges shall suitably disseminate details of such cancellation. (ii) The Seller may also choose to conclude the Offer, or cancel it in full, in the event of defaults in the settlement obligation by the Settlement Broker.

In case of defaults in the settlement obligations, the Seller reserve right to either conclude the Offer to the extent of order placed or cancel the Offer in full. The decision to either accept or reject the Offer shall be at the sole discretion of the Seller.

Cancellation request for bidding from the seller will be accepted up to 5.00 pm on T Day by the Stock Exchanges. |
| 15. | Conditions for participating in the Offer | 1. Non-institutional investors bidding in the non-Retail Category shall deposit 100% of the bid value in cash up-front with the clearing corporation at the time of placing bids for the Offer.

1. Institutional investors have an option of placing bids without any upfront payment. In case of institutional investors who place bids with 100% of the order value deposited upfront on T Day, custodian |

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत रोजलाय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		confirmation shall be provided within trading hours on T Day. In case of institutional investors who place bids without depositing 100% of the bid value upfront on T Day, custodian confirmation shall be as per the existing rules for secondary market transactions and OFS Guidelines.
		3. In respect of bids in the Retail Category and Employee Category, margin for bids placed at the Cut-Off Price, shall be at the Cut-Off Price and for price bids at the value of the bid. Clearing corporation shall collect margin to the extent of 100% of order value in cash or cash equivalents at the time of placing bids. Pay-in and pay-out for bids by Retail Investors shall take place as per normal secondary market transactions and applicable laws including OFS Guidelines.
		4. Retail Investors may enter a price bid and/or opt for bidding at the Cut-Off Price. Retail investors will not be allowed to bid below Cut-Off Price. Employees shall place bids only at the Cut-Off Price of T day, in the ‘Employee’ category on T+1 day; allotment shall be at the T day Cut-Off, subject to any disclosed employee discount. In case of under subscription in the non – Retail Category, the Retail Investors shall be allowed to place their bids at the Floor Price.
		5. The funds collected shall neither be utilized against any other obligation of the trading member nor co-mingled with other segments.
		6. Individual investors shall have the option to bid in the Retail Category and/or the non-Retail category. However, if the cumulative bid value by such an individual investor across both categories exceeds ₹ 2,00,000/- (Rupees Two Lakhs only), the bids in the Retail Category will become ineligible. Further, if the cumulative bid value by an individual investor in the Retail Category across the Stock Exchanges exceeds ₹ 2,00,000/- (Rupees Two Lakh only), such bids shall be rejected.
		7. Modification or cancellation of orders
(a) Orders placed by Retail Investors (with 100% of the bid value deposited upfront) can be modified or cancelled any time during the trading hours on T+1 Day.

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		(b) Orders placed by institutional investors and by non-institutional investors, with 100% of the bid value deposited upfront: Such orders can be modified or cancelled any time during the trading hours on T Day, and in respect of any unallotted bids which they have indicated to be carried forward to T+1 Day, orders can be modified on T+1 Day in accordance with the OFS Guidelines.
(c) Orders placed by institutional investors without depositing 100% of the bid value upfront- Such orders cannot be modified or cancelled by the investors or stock brokers, except for making upward revision in the price or quantity anytime during the trading hours on T day, and in respect of any un-allotted bids which they have indicated to be carried forward to T+1 Day, orders can be modified (only by making upward revision in the price or quantity) on T+1 Day in accordance with the OFS Guidelines.
In case of any permitted modification or cancellation of the bid, the funds shall be released / collected on a real-time basis by the clearing corporation.
8. Bidders shall also be liable to pay any other fees, as may be levied by the Stock Exchanges, including securities transaction tax, exchange turnover charges, SEBI fees and applicable stamp duty.
9. Multiple orders from a single bidder shall be permitted, subject to the conditions prescribed in paragraph 7 above.
10. In case of default in pay-in by any bidder, an amount aggregating to 10% of the order value shall be charged as penalty from the investor and collected from the broker. This amount shall be credited to the Investor Protection Fund of the Stock Exchange.
11. The equity shares of the Company other than the Offer Shares shall continue trading in the normal market. However, in case of market closure due to incidence of breach of “Market wide index-based circuit filter”, the Offer shall also be halted.
12. If the Equity Shares of the Company have a price band in the normal segment, the same shall not apply to the bids placed in the Offer.

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत च्याकलम / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New DeJai-110001

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Sr. No.	Details required to be mentioned in the Notice	Particulars of the Offer
		13. In accordance with the SEBI OFS Circular, the Promoter and members of the Promoter Group of the Company, are not allowed to participate in the Offer (apart from the OFS by the Seller), and accordingly, any bid from the Promoter or members of the Promoter Group of the Company shall be rejected.
16.	Settlement	a) Settlement shall take place on a trade for trade basis. For bids received from non-Retail Category on T Day, non-institutional investors and institutional investors who place orders with 100% of the order value deposited upfront, settlement shall take place on T+1 Day, in accordance with the OFS Guidelines. In the case of institutional investors who place bids on T Day without depositing 100% of the order value upfront, settlement shall be as per the existing rules for secondary market transactions (i.e., on T+1 day).
b) For the bids received on T+1 Day from non-Retail Investors who choose to carry forward their un-allotted bids to T+1 day with 100% of the order value deposited upfront, the settlement shall take place on T+2 Day, as per the existing rules for secondary market transactions.
c) For the bids received on T+1 Day from the Retail Category and Employee, the settlement shall take place on T+2 Day.
d) For the bids received on T+1 Day from the un-allotted institutional Investors who choose to carry forward their bid on T+1 day without depositing 100% of the order value upfront, the settlement shall take place on T+2 day, as per the existing rules for secondary market transactions.
e) Funds collected from the Retail and non-Retail Investors who have not been allocated equity shares shall be released after the download of the obligation

On the day prior to settlement, to the extent of obligation determined, the designated clearing corporation of the Sellers’ Brokers under the framework of interoperability among clearing corporations shall transfer such number of Offer Shares to the other interoperable clearing corporations. The other interoperable clearing corporation(s) shall transfer funds consideration to designated clearing corporation on settlement day. Excess Offer Shares, if any, shall be returned to Sellers’ Brokers. The direct credit of Offer Shares shall be given to the demat account of the successful bidder provided such manner of credit is indicated by the Broker or bidder. |

IMPORTANT INFORMATION

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत ट्याबर / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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The Offer is personal to each prospective bidder (including individuals, funds or otherwise) registered with the broker of the Stock Exchanges who makes a bid (each a “Bidder”) and neither the Offer nor this Notice constitutes an offer to sell or invitation or solicitation of an offer to buy, to the public, or to any other person or class of persons requiring any prospectus or offer document to be issued, submitted to or filed with any regulatory authority or to any other person or class of persons within or outside India.

The Offer is being made in reliance on the OFS Guidelines. There will be no “public offer” of the Offer Shares in India under the applicable laws in India including the Companies Act, 2013, and the rules and clarifications issued thereunder to the extent in force pursuant to notification of its various sections by the Ministry of Corporate Affairs, Government of India, and Companies Act, 1956, and the rules and clarifications issued thereunder, without reference to its provisions that have ceased to have effect, (the “Companies Act”) or in any other jurisdiction. Accordingly, no documents have been or will be prepared, registered, filed or submitted for approval as a “prospectus” or an offer document with the Registrar of Companies in India and/or SEBI and/or the Stock Exchanges or any other statutory/regulatory/listing authority in India or abroad under the applicable laws in India including the Companies Act, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and no such document will be circulated or distributed to any person in any jurisdiction, including in India.

Each Bidder shall be deemed to acknowledge and agree that any buy order or bid shall be made solely on the basis of publicly available information and any information available with SEBI or the Stock Exchanges, on the Company’s website or otherwise in the public domain, together with the information contained in this Notice.

The Offer is subject to further terms set forth in the contract note to be provided to the successful Bidders. Bidders should consult their own tax advisors regarding the tax implications to them of acquiring the Offer Shares. By submitting a bid in connection with the Offer or receiving the Offer Shares, Bidders will be deemed to have acknowledged that none of the Seller’s Brokers, the Seller, the Company nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates, have provided the Bidders with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the Offer Shares, and that the Bidders have obtained their own independent tax advice and evaluated the tax consequences in relation to the Offer Shares.

This Notice is for information purposes only and is neither an offer nor invitation to buy or sell nor a solicitation of an offer to buy or sell any securities, nor shall there be any sale securities, in any jurisdiction (collectively, “Other Jurisdictions”) in which such offer, solicitation or sale is or may be unlawful whether prior to registration or qualification under the securities laws of any such jurisdiction or otherwise. This Notice and the information contained herein are not for publication or distribution, directly or indirectly, in or to persons in any Other Jurisdictions unless permitted pursuant to an exemption under the relevant local law(s) or regulation(s) in any such jurisdiction and the Seller does not take any responsibility for the unauthorised publication or distribution by any person in any Other Jurisdictions. Prospective purchasers should seek appropriate legal advice prior to participating in the Offer.

The Offer Shares have not been and will not be registered under (a) the United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable state securities laws or (b) any other securities law of Other Jurisdictions. The Offer Shares are being offered and sold (a) in the United States only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (“QIBs” and each a “QIB”) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and (b) outside the United States in “offshore

हिमांशु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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transactions" as defined in, and in reliance on, Regulation S under the Securities Act (“Regulation S”). Prospective purchasers in the United States are hereby notified that the Seller may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act.

The purchasers of Offer Shares are hereby advised that any resale of Offer Shares must be made in accordance with the registration requirements of the Securities Act or otherwise pursuant to an available exemption from such registration requirements.

No determination has been made as to whether the Company has been, is, or will become a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. No analysis has been undertaken to determine if the Company is a PFIC, and if the Company has been, is, or will be treated as a PFIC in any taxable year U.S. taxpayers that hold the Offer Shares (directly and, in certain cases, indirectly) may be subject to significant adverse tax consequences. In addition, U.S. taxpayers would also be subject to additional U.S. tax form filing requirements, and the statute of limitations for collections may be suspended if the taxpayer does not comply with such filing requirements. Certain holders may be able to mitigate these consequences by making a “mark-to-market” election (if available). The PFIC rules are complex. Prospective purchasers should consult their own tax advisors regarding the U.S. federal, state and local tax implications to them of acquiring the Offer Shares.

Except for the Seller’s Brokers, no broker may solicit bids for the Offer Shares or accept orders for bids for the Offer Shares from persons in the United States.

By submitting a bid in connection with the Offer, each broker will also be deemed to have read and understood this Notice in its entirety and accepted and complied with the terms and conditions set out in this Notice. In addition, each broker, except for the Seller’s Brokers, will be deemed to have represented that (a) it is located outside the United States, (b) it has not accepted an order to submit a bid in connection with the Offer from a person in the United States and (c) none of it, its affiliates (as defined in Rule 405 under the Securities Act) or any person acting on its or their behalf has (i) engaged or will engage in any “directed selling efforts” (as defined in Regulation S) in connection with the offer and sale of Offer Shares; and (ii) engaged or will engage in any form of “general solicitation” or “general advertising” (each within the meaning of Regulation D under the Securities Act) or (d) it has not offered or will offer and sell the Offer Shares except in “offshore transactions” as defined in and in reliance on, Regulation S or within the United States to persons reasonably believed to be QIBs in transactions exempt from the registration requirements of the Securities Act.

By submitting a bid in connection with the Offer or receiving any Offer Shares, each Bidder will be deemed to have (a) read and understood this Notice in its entirety, (b) accepted and complied with the terms and conditions set out in this Notice, and (c) made the representations, warranties, agreements and acknowledgements set out in (i) or (ii) immediately below, as appropriate:

(i) Persons Outside the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and are being offered and sold to it in “offshore transactions” in accordance with Regulation S;
• It is empowered, authorized and qualified to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations;
• (a) It was outside the United States (within the meaning of Regulation S) at the time the offer

डिमांडु लाल / HIMANSHU LAL
का निदेशक / Deputy Director
विद्युत योद्धावना / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Dept-110001

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of the Offer Shares was made to it and it was outside the United States when its purchase order for the Offer Shares was originated and (b) if it is a broker-dealer outside the United States acting on behalf of its customers, each of its customers has confirmed to it that such customer was outside the United States at the time the offer of the Offer Shares was made to it and such customer was outside the United States when such customer’s buy order for the Offer Shares was originated;

• It is either (a) a person outside the European Economic Area (“EEA”) or (b) a legal entity or person which is a qualified investor as defined in the Prospectus Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") and any Offer Shares acquired by it will not be acquired on a non-discretionary basis on behalf of, nor will they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Offer Shares to the public in the EEA, other than their offer or resale in the EEA to qualified investors as defined in the Prospectus Regulation;

• It is either (a) a person outside the United Kingdom (“UK”) or (b) if it is in the United Kingdom, a legal entity or person which is a qualified investor as defined in the Public Offers and Admissions to Trading Regulations 2024 (the “POATR”), (a) having professional experience in matters relating to investments which fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) or (b) it is a high net worth entity (including companies and unincorporated associations of high net worth and trusts of high value) or other persons falling within Article 49(2)(a) to (d) of the Order, and any Offer Shares acquired by it will not be acquired on a non-discretionary basis on behalf of, nor will they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Offer Shares to the public in the United Kingdom, other than their offer or resale in the United Kingdom to qualified investors as defined in the POATR;

• If it is outside the EEA, UK or the United States, it is entitled to purchase the Offer Shares and the sale of the Offer Shares to it will not require any filing or registration by, or qualification of, the Seller with any court or administrative, governmental or regulatory agency or body under the laws of all relevant jurisdictions which apply to it;

• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any “directed selling efforts” (as defined in Regulation S);

• It is buying the Offer Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to offer, resell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will not offer, sell, pledge or otherwise transfer the Offer Shares except (i) in a transaction complying with Rule 903 or Rule 904 of Regulation S; (ii) pursuant to another available exemption from registration requirements under the Securities Act; or (iii) pursuant to an effective registration statement under the Securities Act and in each case in accordance with all applicable securities laws of the states of the United States and any other jurisdiction, including India;

• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person acting on behalf of an affiliate of the Company;

• Where it is submitting a bid as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the representations, warranties, agreements and acknowledgements herein;

• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer

हिमांशु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत पंजीकरण / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guidelines;

• It will not hold or seek to hold the Seller or the Seller’s Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connection with the purchase of the Offer Shares;

• It agrees to indemnify and hold the Seller and the Seller’s Brokers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Offer Shares;

• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller’s Brokers for all or part of any such loss or losses it may suffer; and

• It acknowledges that the Seller and the Seller’s Brokers and their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-stated restrictions shall not be recognized by the Company.

(ii) Persons in the United States

• It understands that the Offer Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and that the offer and sale of the Offer Shares to it is being made in reliance on an available exemption from the registration requirements of the Securities Act and in accordance with any applicable state securities laws;

• It is empowered, authorized and qualified to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations;

• (i) It is a QIB and is purchasing Offer Shares for its own account or for the account of another QIB and (ii) is aware that the Offer Shares may be sold to it in reliance on the exemption from registration provided by Rule 144A under the Securities Act;

• It did not submit a bid for and will not be acquiring the Offer Shares as a result of any “general solicitation” or “general advertising” (each within the meaning of Rule 502(c) under the Securities Act);

• It represents and warrants that it is buying the Offer Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to offer, sell, pledge or otherwise transfer any of the Offer Shares, it agrees that it will only offer, sell, pledge or otherwise transfer such Offer Shares (a) in the United States (i) to a person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available), (iii) pursuant to another available exemption from the registration requirements of the Securities Act, or (iv) pursuant to an effective registration statement under the Securities Act, or (b) outside the United States in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, as applicable, in each case in accordance

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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with all applicable securities laws of the states of the United States and any other jurisdiction, including India. Except for sales made in accordance with Rule 903 or 904 of Regulation S, it will, and each subsequent purchaser is required to, notify any subsequent purchaser from it of the resale restrictions referred to in (a) above;

• It is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company or a person acting on behalf of an affiliate of the Company;
• It represents that prior to acquiring the Offer Shares, it has all the information relating to the Company and the Offer Shares which it believes is necessary for the purpose of making its investment decision;
• It understands that Offer Shares purchased pursuant to Rule 144A or another available exemption under the Securities Act will be restricted securities within the meaning of Rule 144 under the Securities Act and it agrees that for so long as they remain restricted securities, it shall not deposit such Offer Shares into any unrestricted depository facility established or maintained by any depository bank;
• It understands that no analysis has been undertaken regarding the Company’s status as an “investment company” under the Investment Company Act of 1940, as amended;
• The placing of orders for the purchase of the Offer Shares and resultant purchase on successful allocation is and will be lawful under the laws of the jurisdictions in which it places such orders to purchase Offer Shares, in which it is resident, and in which the sale and purchase of the Offer Shares is consummated, including under all applicable Indian laws, regulations and guidelines, including the OFS Guidelines;
• Where it is submitting a bid as fiduciary or agent for one or more investor or managed accounts, it represents and warrants that it was authorised in writing by each such managed account to purchase the Offer Shares for each managed account and to make (and it hereby makes) the representations, warranties, agreements and acknowledgments herein for and on behalf of each such account, reading the reference to ‘it’ to include such accounts;
• It will not hold or seek to hold the Seller or the Seller’s Brokers or any of their respective affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company or the Offer or otherwise responsible or liable in any manner whatsoever in respect of any losses incurred in connection with transactions entered into by the brokers acting on its behalf in connection with the purchase of the Offer Shares;
• It understands that the Offer Shares may also not be reoffered, resold, pledged or otherwise transferred to a “Benefit Plan Investor” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or anyone acting on behalf of such a person;
• It is not a “Benefit Plan Investor” as defined in ERISA or a person acting on behalf of such a person;
• The purchase of the Offer Shares by it and the consummation of the transactions contemplated does not and will not constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any substantially similar law for which no exemption is available;
• It, and each person for which it is acting, is not a partnership, common trust fund, or corporation, special trust, pension fund or retirement plan, or other entity, in which the partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be, may designate the particular investments to be made, or the allocation thereof unless all such partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners are QIBs;

डिमांडु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
मिश्रा गंगालम / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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• It agrees, upon a proposed transfer of the Offer Shares, to notify any purchaser of such Offer Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Offer Shares being sold and agrees not to act as a swap counterparty or other type of intermediary whereby any other party will acquire an economic interest or beneficial interest in the Offer Shares acquired or reoffer, resell, pledge or otherwise transfer the Offer Shares or any beneficial interest therein, to any person except to a person that meets all of the requirements above and who agrees not to subsequently transfer the Offer Shares or any beneficial interest therein except in accordance with these transfer restrictions;

• It understands that in no event will the Company, its directors, officers, employees or agents, including any broker or dealer, have any liability whatsoever to the Bidder by reason of any act or failure to act by any person authorized by the Company in connection with the foregoing;

• It agrees to indemnify and hold the Seller and the Seller’s Brokers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Offer Shares;

• Where it is submitting a bid as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the representations, warranties, agreements and acknowledgements herein;

• It understands that by its purchase or holding of the Offer Shares it is assuming and is capable of bearing the risk of loss that may occur with respect to the Offer Shares, including the possibility that it may lose all or a substantial portion of its investment in the Offer Shares, and it will not look to Seller’s Brokers for all or part of any such loss or losses it may suffer; and

• It acknowledges that the Seller and the Seller’s Brokers and their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements and agrees that if any of such representations, warranties, agreements and acknowledgements is no longer accurate it will promptly notify the Seller.

Any resale or other transfer, or attempted resale or other transfer, of the Offer Shares made other than in compliance with the above-stated restrictions shall not be recognized by the Company.

This Notice is not for release, publication or distribution, in whole or in part, in the United States, except that the Seller’s Brokers (as defined in the Offer Notice) may send copies of this Notice to persons in the United States who they reasonably believe to be QIBs.

Thanking You,

Yours faithfully,

For and on behalf of the President of India,

हिमांशु लाल / HIMANSHU LAL
उप निदेशक / Deputy Director
विद्युत मंत्रालय / Ministry of Power
भारत सरकार / Government of India
नई दिल्ली-110001 / New Delhi-110001

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A

Authorised Signatory

Name-Himanshu Lal, Ministry of Power

Designation-Deputy Director

Government of India

डिमांडु लाल / HIMANSHU LAL

उप निदेशक / Deputy Director

विद्युत मंत्रालय / Ministry of Power

भारत सरकार / Government of India

नई दिल्ली-110001 / New Dept-110001