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Acquisition of Nabha Power Ltd (“NPL”) A strategic move to strengthen Torrent’s thermal portfolio and secure long-term value creation February 2026
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Disclaimer 2 This presentation is made for information purposes only, and may not be copied, distributed, reproduced, published or redistributed in whole or in part, to any other person, for any purpose. The statements made herein may contain certain forward-looking statements in the current scenario, which is extremely dynamic, and increasingly fraught with risks and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein. Readers are hence cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred to in this section before taking any action with regard to their own specific objectives. Torrent Power undertakes no obligation to publicly update or revise any of the data or forward-looking statements expressed in this statement, consequent to new information, future events, or otherwise. This document is strictly confidential.
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Strategic Expansion Transaction Update ▪ Torrent Power Limited has executed Securities Purchase Agreement on 16th February 2026 to acquire 1,400 MW Supercritical coal-based power plant of Nabha Power Limited (NPL) from L&T Power Development Company Ltd. ▪ Transaction is on lock box of 31st March 2025. ▪ EV value of ~Rs. 6,889 crs net of cash, comprising of ~Rs. 3,661 crs for equity and convertible instruments, repayment of promoter loan of Rs. ~495 crs & net debt of ~Rs. 2,733 crs as on 31st March 2025 implying EV / EBITDA multiple of 5.97x. ▪ EPS accretive from day 1 with equity returns above mid teens along with additional upside potential. Alignment ▪ Allows us to extend our footprint without introducing execution complexity and accelerating our growth in thermal sector. ▪ Investment strengthens portfolio diversification and is aligned with our approach of expanding portfolio while maintaining capital discipline and balance-sheet strength. Assured Return ▪ Entire capacity tied up through a two-part availability-based tariff structure providing stability and strong distributable cashflow visibility. Operational Excellence & Risk Management ▪ Technical & operational excellence driving performance showcased through plant availability of more than 90% from commissioning. ▪ Low risk with robust safeguards as plant placed most favorably on the MOD of PSPCL. Low Counter Party Risk ▪ PSPCL is “A+” rated1 discom, ranked 11th amongst state utilities ▪ PSPCL has been clearing the monthly billings within 30 days for the last several years and takes rebate of ~1%. 3 2x700 MW supercritical plant at Rajpura, Punjab 114th Integrated Rating Exercise by Ministry of Power
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NPL – Historical Performance PAF & PLFGeneration & Aux Consumption 1Figures have been restated and normalized to reflect underlying performance, one time adjustments, excluding the impact of lease accounting adjustments currently followed by NPL ✓ It is one of the most efficient plants in the country with low auxiliary consumption and consistent energy output ✓ Aux consumption and SHR much below CERC recommendation of 5.25% and 2,359 kcal/kwh Financials (INR Cr)1 ✓ Stable Revenue and EBITDA supported by favorable tariff structure ✓ Fully tied up capacity significantly de-risks revenue volatility ensuring robust cash generation, enabling reinvestment and shareholder returns ✓ Rated AA-/Positive by CRISIL 4 ✓ Historical PAF has consistently exceeded the normative 85%, ensuring full recovery of capacity charges and unlocking significant PPA-linked incentives. ✓ PLF has been higher than 80% throughout because of noteworthy favourable position in Merit Order vis-à-vis other coal power plants in Punjab 91% 94% 99% 99% 85% 84% 82% 84% 80% 85% 90% 95% 100% FY 23 FY 24 FY 25 H1 FY 26 PAF PLF 10,380 10,345 10,086 5,153 4.6% 4.6% 4.5% 4.6% 4.5% 4.5% 4.6% 4.6% 4.7% - 4,000 8,000 12,000 FY 23 FY 24 FY 25 H1 FY 26 Gross Gen (MU) AUX Cons (%) 4,782 4,927 4,866 2,261 1,004 1,352 1,153 480 21% 27% 24% 21% 0% 5% 10% 15% 20% 25% 30% - 1,000 2,000 3,000 4,000 5,000 6,000 FY 23 FY 24 FY 25 H1 FY 26 Adjusted Revenue Adjusted EBITDA EBITDA Margin
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Acquisition Rationale Aligned with Growth Strategy ✓Strategic Fit: Aligns with management’s vision of reliable, sustainable, and profitable growth in energy segment ✓Sustaining Growth: NPL is a high-quality asset and coupled with MP greenfield project (expected to be commissioned in 5 to 6 years), sustains growth momentum. ✓Enhances Regional Presence: Strengthens footprint in North India, diversifying geographic risk ✓Brownfield expansion (upside): Infrastructure available to add additional 800 MW for supply to Punjab with states focusing on energy security by putting up power plants in their own states. Coal as Base Load ✓Foundation of Grid Stability: Coal plants provide continuous, reliable round the clock power to balance intermittent renewables supply and storage limitations. ✓Essential for Peak Demand: Essential for meeting demand. High dependence of Punjab on coal power ensures long term revenue visibility for the plant Strategic Location Driving Fly Ash Monetization ✓Location: UltraTech has 2.6 MTPA cement facility adjacent to Nabha’s plant and Adani has ~8 MTPA capacities within 80 km radius of the plant. Proximity to major cement plants of Ultratech and Adani has resulted in secondary stream of revenues by selling fly ash. ✓Guaranteed Offtakes: There are guaranteed fly ash offtake, backed by lucrative long-term contracts with both players. 5
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Transaction Consideration – Valuation Particulars INR Cr Equity Value including Promoter loan (A) 4,156 Add: Net Debt (B) 2,733 Enterprise Value (C) = (A)-(B) 6,889 FY25 Adjusted EBITDA (D) 1,153* Trailing EV/EBITDA (C/D) 5.97x 6 The valuation multiple is below sector averages, highlighting the potential strategic value of this acquisition. * Figures have been restated and normalized to reflect underlying performance, excluding the impact of lease accounting adjustments currently followed by NPL
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