NHPC’s seven-year audit record is unqualified, with no fraud, wilful default, or fund-diversion flags reported. What shapes the financials are three forces: a series of subsidiary amalgamations that have required prior-period figures to be restated across multiple years, a pattern of monetising future power-station cash flows that keeps economic obligations outside headline borrowings, and a board that has operated without the mandated number of independent directors for extended periods across six years.
Key findings
- The subsidiary web is dominated by distressed CIRP acquisitions now being merged in
Major- NHPC acquired Lanco Teesta Hydro Power Limited through CIRP in October 2019 and Jalpower Corporation Limited through CIRP in March 2021. LTHPL was merged into NHPC effective 27 January 2025, and JPCL’s amalgamation is pending a second motion application filed on 6 October 2025. Four subsidiaries had yet to commence operations as of 31 March 2026. - Stock-exchange fines for board-composition failures span multiple fiscal years
Major- NHPC received and disclosed fines from BSE and NSE for non-compliance with SEBI LODR board-composition rules in FY2018-19, FY2019-20, and each fiscal year from FY2021 through FY2026. The Secretarial Auditor reported that NHPC lacked the requisite number of independent directors and an independent woman director for the entire FY2026. The Serious Fraud Investigation Office is conducting an ongoing proceeding against the previous management of Lanco Teesta Hydro Power Ltd, and NHPC furnished an undertaking by affidavit dated 1 May 2024 to provide all assistance. - The board operated without the mandated number of independent directors for extended periods across six years
Major- NHPC had zero independent directors from 8 September 2020 to 14 November 2021, and the board lacked the requisite number for additional periods in each of the six fiscal years through FY2025-26. Public institutional shareholders voted 44.84% against the re-appointment of Independent Director Shri Jiji Joseph at the 30 August 2025 AGM. The President of India sold 6.01% of NHPC’s equity in June 2026, reducing promoter holding from 67.40% to 61.39%. - Seven years of unqualified audit opinions, with no fraud or wilful default flags
Clean- The statutory auditors issued an unqualified opinion on the standalone and consolidated financial statements for every year from FY2019-20 through FY2025-26. No fraud by or on the company was noticed or reported during the audit in any year, and the company has not been declared a wilful defaulter. The only recurring exception is immovable properties where title deeds are not in the company’s name.
What to watch
- Bairasiul takeover. The Himachal Pradesh government’s decision to take over Bairasiul Power Station remains stayed by the Shimla High Court as of April 2025.
- Kotlibhel environmental clearance. A final Supreme Court decision is pending on environmental clearances for the Kotlibhel-IA, IB and II projects, which carry ₹379.71 crore of fully provided CWIP as at 31 March 2026.
- SFIO investigation. The SFIO investigation into the previous management of Lanco Teesta Hydro Power Ltd remains ongoing as of the 10 January 2025 scheme filing.
Bottom line: This is a disclosed and audited record with clean audit opinions across seven years. The risk sits in the structure: reported profit depends on regulatory accounts whose recovery is uncertain, revenue depends on tariff orders that remain pending, and the board operated without the mandated number of independent directors for extended periods across six years. Watch the Parbati-II tariff order, the Teesta-V restart, and whether the Bairasiul takeover proceeds past the stay.