DRAFT PROSPECTUS

Dated November 15, 2013

A MAHARATNA COMPANY

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 Companys name and registered office, see History and Certain Corporate Matters on page

69.

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;

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:

akrastogi@ntpc.co.in

THE PROMOTER OF OUR COMPANY IS THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA (GOI)

(MOP)

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 AGGREGATING UP TO ` 1,000 CRORE (BASE ISSUE SIZE) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ` 750 CRORE FOR ISSUANCE OF ADDITIONAL BONDS AGGREGATING TO A TOTAL OF UP TO ` 1,750 CRORE*, (ISSUE SIZE) IN FISCAL 2014 (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. 61/2013.F.No.178/37/2013-(ITA.1) dated August 8, 2013 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 is authorized to raise a minimum of 70.00% of the Issue Size, by way of public issue and during the process of the public issue(s), our

Company may also, at its discretion, raise Bonds through private placement route for an amount not exceeding 30.00% of the Issue Size, wherein suitable amount shall be earmarked for

sovereign wealth funds, pension and gratuity funds. In case our Company issues bonds through private placement route, the amount of oversubscription that may be retained through

public issue shall stand reduced accordingly. Our Company shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in

fiscal 2014 shall, in aggregate, not exceed ` 1,750 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 118. 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.

ISSUERS ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Draft 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 Draft 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 Draft 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/2013-14/N3/2) dated July 16, 2013, assigned a rating of [ICRA] AAA (Stable) to the Bonds, and revalidated such rating by letter (No.

D/RAT/2013-14/N3/3) dated November 8, 2013. Instruments with this rating are considered to have the highest degree of safety regarding timely financing of obligations and carry lowest credit risk.

Further, CRISIL Limited (CRISIL) has, by its letter (No. VK/CGS/NTPCLTD/JUN13/90014) dated June 3, 2013, assigned a rating of CRISIL AAA to the Bonds, and revalidated such rating by letter

(No. VK/NTPCL/SN26294) dated November 8, 2013. 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.

PUBLIC COMMENTS

The Draft Prospectus has been 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 shall be uploaded by the Stock Exchanges on their respective websites, www.bseindia.com and www.nseindia.com, and

is open for public comments for 7 Working Days from the date of filing of this Draft Prospectus. All comments on the Draft Prospectus are to be forwarded to the attention of Mr. A.K. Rastogi,

Executive Director & Company Secretary and Compliance Officer at the registered office, at the following address: NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi 110

003 (Registered Office); Fax: (+91 11) 2436 0241; E-mail: akrastogi@ntpc.co.in. All comments from the public must be received by our Company within 7 Working Days of the date of filing of the

Draft Prospectus with the Stock Exchanges, i.e., not later than 5 P.M. (Indian Standard Time) on the 7th Working Day. Comments may be sent through post, fax or e-mail.

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. []) dated [] from BSE and letter (No. [],) dated [] from NSE. The

Designated Stock Exchange for the Issue is BSE.

LEAD MANAGERS

A. K. CAPITAL SERVICES LIMITED

30-39, Free Press House, 3rd Floor,

Free Press Journal Marg, 215, Nariman Point, Mumbai 400 021

Tel: (+91 22) 6754 6500/6634 9300

Fax: (+91 22) 6610 0594

Email: ntpctfbonds13@akgroup.co.in Investor Grievance Email:

investor.grievance@akgroup.co.in

Website: www.akcapindia.com Contact Person: Mr. Mandeep Singh/Mr.

Lokesh Singhi

Compliance Officer: Mr. Vikas Agarwal

SEBI Registration No.: INM000010411

AXIS CAPITAL LIMITED

1st floor, Axis House, C-2 Wadia

International Centre, P.B. Marg, Worli, Mumbai 400 025

Tel: (+91 22) 4325 2525

Fax: (+91 22) 4325 3000

E-mail: ntpctaxfree@axiscap.in Investor Grievance Email:

complaints@axiscap.in

Website: www.axiscapital.co.in Contact Person: Mr. Akash Aggarwal

Compliance Officer: Mr. M. Natarajan

SEBI Registration No.: INM000012029

ICICI SECURITIES LIMITED

ICICI Centre, H.T. Parekh Marg, Churchgate,

Mumbai 400 020 Tel: (+91 22) 2288 2460

Fax: (+91 22) 2282 6580

Email: project.ntpc@icicisecurities.com

Investor Grievance Email: customercare@icicisecurities.com

Website: www.icicisecurities.com

Contact person: Mr. Mangesh Ghogle/Mr. Sumit Agarwal

Compliance Officer: Mr. Subir Saha

SEBI Registration No.: INM000011179

KOTAK MAHINDRA CAPITAL

COMPANY LIMITED

27 BKC, 1st Floor, Plot No. C 27, G Block, Bandra Kurla Complex, Bandra (East),

Mumbai 400 051

Tel: (+91 22) 4336 0000

Fax: (+91 22) 67132447 E-mail: project.ntpcbonds@kotak.com

Investor Grievance: E-mail:

kmccredressal@kotak.com; Website: www.investmentbank.kotak.com

Contact Person: Mr. Ganesh Rane

Compliance Officer: Mr. Ajay Vaidya

SEBI Registration Number: INM000008704

SBI CAPITAL MARKETS

LIMITED

202, Maker Tower E, Cuffe Parade, Mumbai 400 005

Tel: (+91 22) 2217 8300

Fax: (+91 22) 2218 8332

Email: ntpcbonds2013@sbicaps.com Investor Grievance Email:

investor.relations@sbicaps.com

Website: www.sbicaps.com Contact person: Ms. Shikha

Agarwal/Mr. Nithin Kanuganti

Compliance Officer: Mr. Bhaskar

Chakraborty SEBI Registration No.: INM000003531

REGISTRAR TO THE ISSUE BOND TRUSTEE#

KARVY COMPUTERSHARE PRIVATE LIMITED

Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad 500 081

Tel: (+91 40) 4465 5000;Fax: (+91 40) 2343 1551;E-mail: ntpc.bond@karvy.com; Investor Grievance Email:

einward.ris@karvy.com; Website: http://karisma.karvy.com;

Contact Person: Mr. M. Murali Krishna; SEBI Registration Number: INR000000221

IL&FS TRUST COMPANY LIMITED

The IL&FS Financial Centre, Plot C 22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

Tel: (+91 22) 2653 3908;Fax: (+91 22) 2653 3297;Email: itclcomplianceofficer@ilfsindia.com; Investor Grievance Email:

investorgrievances.it