ONGC NTPC Green Private Limited (ONGPL), a 50:50 joint venture between ONGC Green Limited (OGL) and NTPC Green Energy Limited (NGEL), has signed a Share Purchase Agreement (SPA) on 12th February 2025 with National Investment and Infrastructure Fund (NIIF), British International Investment Plc and its subsidiaries (BII) and Eversource Capital to acquire a 100% equity stake in Ayana Renewable Power Private Limited (Ayana) for an enterprise value of INR 195 billion (USD 2.3 billion).

Ayana, a leading player in the renewable energy sector, majority owned by NIIF, has c. 4.1 GW operational and under-construction assets. A majority of Ayana’s portfolio is strategically located in resource rich states and is contracted with high credit rated off-takers such as SECI, NTPC, GUVNL, Indian Railways, among others.

This transaction marks a significant milestone for ONGPL as its first strategic acquisition since its establishment in November 2024, accelerating its expansion into the renewable energy sector and reinforcing its commitment to sustainability. It aligns with the broader vision of its ultimate Parent Companies (ONGC and NTPC) to achieve their Net Zero targets by 2038 and 2050 respectively. ONGPL shall now provide impetus to Ayana platform for further scale.

India has a commitment to achieve Net-Zero emissions by 2070 and 500 GW of renewable capacity by 2030.

As India’s largest domestic infrastructure fund, NIIF played a pivotal role in scaling Ayana into one of the foremost renewable platforms in the country, in line with the Government of India’s vision to accelerate India’s transition to clean energy and drive a resilient energy future. Launched by BII in 2018, Ayana secured investment from NIIF and Eversource in 2019, expanding its portfolio across solar, wind and RTC projects, and strengthening execution capabilities. It also achieved a best-in-class ESG rating, ranking 1st in Asia and among the top three companies globally in the renewable energy sector (source ISS ESG).

The completion of the transaction is subject to the fulfilment of conditions precedent and necessary regulatory approvals.

The acquisition of Ayana is a strategic milestone in ONGC Green Ltd and NTPC Green Energy Ltd’s pursuit of a Clean Energy Revolution. As two of India’s largest Maharatna PSUs, we recognize our responsibility in driving the nation’s green energy ambitions. This acquisition propels us forward in accelerating India's transition to a low-carbon economy, leveraging our technical expertise, industry relationships, and financial strength.
Sanjay Kumar Mazumder
CEO, ONGC Green Limited, stated
The acquisition of Ayana Renewables platform by ONGC NTPC Green Private Limited (ONGPL) is one of the historic deals by the two Maharatna behemoth in the clean energy sector. This underscores our commitment to energy transition goals and leverages our advanced technical and industry experience along with financial strength. This also aligns with NGEL's mission of achieving the ambitious target of 60 GW by FY 32 and moving forward to become one of the leading developer of utility-scale renewable energy projects in the country, thereby meeting the expectation of our shareholders at each and every step. By joining hands we will create a cleaner and strengthened vision for Vikasit Bharat!
Rajiv Gupta
CEO, NTPC Green Energy, commented
Ayana’s successful growth journey underscores NIIF’s commitment to investing at scale, highlighting the vast opportunity in India's sustainable infrastructure sector to deliver both financial returns and meaningful impact. With Ayana well-positioned for its next phase of growth, this transaction enables us to unlock value while continuing to catalyse global institutional capital into transformative infrastructure opportunities. We look forward to seeing Ayana continue its momentum, building on the strong foundation we have established to further accelerate India’s clean energy transition.
Vinod Giri
Managing Partner, Master Fund, NIIF
BII launched Ayana in 2018 to play a catalytic role in accelerating the adoption of renewable power in India. In mobilising well over $1 billion in capital for the business over the last eight years, BII along with Eversource Capital and NIIF have achieved that goal. I am excited for the future of Ayana and the wide range of opportunities in the market for BII to support India’s drive towards net zero.
Srini Nagarajan
Managing Director and Head of Asia, BII
We are excited to have partnered with NIIF and BII in building Ayana into one of India’s leading renewable energy platforms by leveraging our global network of technical and operational expertise and long-term climate focussed investors. We are confident that as it begins a new journey with ONGPL, Ayana will continue to accelerate India’s transition towards net-zero.
Dhanpal Jhaveri
CEO, Eversource Capital

For the acquisition transaction, Deloitte Touche Tohmatsu India LLP acted as end-to-end buy-side transaction advisor along with JSA Advocates and Solicitors as legal advisor. On the Sellers’ side, Standard Chartered provided transaction advisory services along with Khaitan & Co and Cyril Amarchand Mangaldas as legal
advisors.

01 About ONGPL (Buyer)

ONGC NTPC Green Private Limited (ONGPL) is a joint venture between ONGC Green Limited (OGL) and NTPC
Green Energy Limited (NGEL), dedicated to developing renewable energy projects. This acquisition significantly expands ONGPL’s renewable energy portfolio to approximately 4.1 GW.

02 About ONGC Green Limited (OGL) (Buyer’s Parent)

ONGC Green Limited (OGL), a wholly owned subsidiary of ONGC, is committed to achieving ONGC’s net-zero (Scope 1 and 2) target by 2038. It focuses on solar, wind, and energy storage solutions, actively pursuing both greenfield and brownfield acquisitions to accelerate India’s renewable transition.

03 About NTPC Green Energy Limited (NGEL) (Buyer’s Parent)

NTPC Green Energy Limited (NGEL), a subsidiary of NTPC Limited, leads NTPC’s renewable energy expansion, targeting 60 GW RE capacity by 2032. NGEL successfully launched a $1.2 billion IPO in November 2024 and has entered strategic partnerships to develop renewable parks and projects across India.

04 About Sellers

About National Investment and Infrastructure Fund Limited (NIIF)

NIIF is a sovereign-linked alternative asset manager, anchored by the Government of India. With USD 4.4 billion in equity capital commitments, NIIF’s global investor base includes sovereign wealth funds, pension funds, private equity firms, and development banks.

By investing in commercially attractive sectors and asset classes that play a significant role in India’s growth story, NIIF seeks to deliver superior returns over the long term. NIIF operates across four strategic verticals: Sustainable Infrastructure, Private Equity, Climate Investments, and Credit, catalysing global capital through equity and structured debt.

With a team of seasoned professionals, experienced in investments, asset management, and business operations, NIIF builds and operates high-quality assets and businesses that support India’s economic transformation. NIIF is guided by a strong commitment to investments that generate positive environmental and social impact while delivering financial returns through high-quality investing, best-in-class governance, and robust asset management practices.

For additional information, please visit NIIF’s website at www.niifindia.in
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05 About British International Investment

British International Investment is the UK’s development finance institution and impact investor. As a trusted investment partner to businesses in Africa, Asia and the Caribbean, BII invests to create productive, sustainable and inclusive economies in our markets. Between 2022-2026, at least 30 per cent of BII’s total new commitments by value will be in climate finance. BII is also a founding member of the 2X Challenge which has raised over $33.6 billion to empower women’s economic development. The company has investments in over 1,580 businesses across 65 countries and total net assets of £8.5 billion.

06 About Eversource Capital

Eversource Capital has raised the largest single country climate fund in the emerging markets driving twin outcomes of impact and returns. Eversource Capital is backed by the Everstone Group, a premier investment group focused on India and South-east Asia, with assets in excess of $8 billion across private equity, real estate,
credit, climate investments & venture capital and the founders of Lightsource, a leading global solar renewables company with over 60 GW of development.

Pioneering the blended finance approach, Eversource Capital aims to mobilise and deploy capital at scale to combat climate change and accelerate towards Net zero goals. The first fund has a successful track record of building and scaling first of a kind businesses across 3 key themes of energy transition, industrial
decarbonisation and urban sustainability.

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