NHPC Limited has submitted its Secretarial Compliance Report for the financial year ended March 31, 2026, to the National Stock Exchange of India Limited (NSE) and BSE Limited. The report, issued by M/s Akhil Rohatgi & Company, certifies the company's adherence to the Securities and Exchange Board of India (SEBI) Act, 1992, and the Securities Contracts (Regulation) Act, 1956, along with relevant regulations and circulars issued thereunder.

Compliance Observations

The report notes that while the company has largely complied with regulations, there were specific deviations concerning the composition of the Board of Directors and various committees. These non-compliances were primarily attributed to the non-appointment of requisite Independent Directors, including a Woman Independent Director, by the Government of India.

Regulatory Actions and Fines

During the review period, exchanges imposed penalties for non-compliance with Regulation 17(1), 18(1), and 19(1) of the SEBI LODR Regulations. The following table summarizes the fines levied and their current status:

Management Response

NHPC Limited stated that the power to appoint directors on its board vests with the President of India, as it is a Government of India enterprise. The company management informed the exchanges that filling these vacancies was not within the control of the Board or the company. Consequently, the Ministry of Power appointed three Independent Directors on April 17, 2025, leading to the reconstitution of the Audit Committee and Nomination & Remuneration Committee.

General Compliance Status

The report confirms that the company has complied with other key requirements, including the adoption of policies, maintenance of a functional website, and disclosures of related party transactions. It noted that as a public sector company, certain provisions of Regulation 23 do not apply to transactions between NHPC and its subsidiary companies, which are also public sector entities. No additional non-compliances were observed for the financial year ended March 31, 2026.

NHPC Limited , a Navratna Enterprise of the Government of India, has informed the stock exchanges of a change in its board composition pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Ministry of Power, vide its Order No. 9/7/2021-NHPC dated May 14, 2026, has conveyed the appointment of Shri Diwakar Nath Misra (DIN: 07464700), Additional Secretary (Hydro), Ministry of Power, Government of India, as Government Nominee Director on the Board of NHPC Limited, in place of Shri Mohammad Afzal, until further orders.

Board-Level Change: Key Details

The Board of Directors has formally appointed Shri Diwakar Nath Misra as Government Nominee Director with effect from May 14, 2026. The filing confirms that Shri Misra is not related to any director on the Board of the Company and is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India or any other such authority. The disclosure was filed by Company Secretary Rupa Deb from NHPC's registered office at NHPC Office Complex, Sector-33, Faridabad, Haryana.

The key details of this board-level appointment are summarised below:

Profile of Shri Diwakar Nath Misra

Shri Diwakar Nath Misra is a senior Indian Administrative Service officer of the 2000 batch from the Assam-Meghalaya cadre, currently serving as Additional Secretary in the Ministry of Power. Born on July 31, 1974, he has built a distinguished career across diverse domains of governance, including Finance, Commerce, Defence, Petroleum, and Cabinet Affairs. At the state level, he held leadership roles as Deputy Commissioner in Dhemaji and Golaghat districts of Assam, and later as Commissioner & Secretary in Urban Development and Panchayat & Rural Development.

At the national level, Shri Misra has served as Additional Secretary in the Department of Revenue, Ministry of Finance, and as Joint Secretary in the Ministry of Commerce & Industry. His expertise in the energy sector stems from his tenure in the Ministry of Petroleum & Natural Gas, where he also represented the Government on the boards of major public sector undertakings, including Oil India Limited, Mangalore Refinery & Petrochemicals Ltd, and Indian Strategic Petroleum Reserves Ltd. Combining grassroots administrative experience with board-level corporate governance exposure, Shri Misra brings a blend of policy insight and operational leadership to India's power sector.