NTPC : Sale or disposal of unit/ division/subsidiary

			Ref. No.: 01:SEC:LA
			Dated: 9/7/2022
General Manager		Manager
Department	of	Corporate	National Stock Exchange of
Services			India Limited
BSE Limited			Exchange Plaza
Floor 25, Phiroze	Jeejeebhoy	Bandra-Kurla Complex
Towers			Bandra(E)
Dalal Street			Mumbai-400 051
Mumbai-400 001

Subject: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir(s),

We hereby submit disclosure in terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the below transactions:

1. Transfer of 15 renewable energy assets ("RE Assets") to NTPC Green Energy Limited ("NGEL"), a wholly owned subsidiary of NTPC, through a business transfer agreement dated July 08, 2022.
2. Transfer of 100% equity shareholding held in NTPC Renewable Energy Limited ("NREL"), a wholly owned subsidiary of NTPC, to NGEL through a share purchase agreement dated July 08, 2022.

The details of the transactions, pursuant to SEBI circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015 are attached herewith as "Annexure 1".

Please take on record .

Encl: As above

Annexure 1

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015

Sale or disposal of unit(s)

Sale or disposal of unit(s)

or

division(s)

or

or

division(s)

or

subsidiary

of the listed

subsidiary

of the

listed

entity: Transfer of 15 RE

entity: Transfer

of

100%

Assets of NTPC to NGEL

equity

shareholding

held

in NREL to NGEL

a. The amount and percentage

Revenue

from

15

Revenue

from

NREL

of the turnover or revenue or

Renewable

Energy

assets

proposed to be transferred is

income and

net worth

proposed to be transferred is

Rs. 0.78 Cr in FY 2022,

contributed by such unit or

Rs. 917.46 Cr in FY 2022,

which is 0.0006% of NTPC

division of the listed entity

which is 0.68% of NTPC

revenue of Rs. 1,34,994.31

during the last financial year.

revenue of Rs. 1,34,994.31

Cr (on

consolidated

basis)

Cr (on

consolidated basis)

as on Mar 31, 2022.

as on Mar 31, 2022.

Net worth of NREL is Rs.

Net worth of 15 RE assets is

727.78 Cr as on Mar 31,

Rs. 1,364.74 Cr as on Mar

2022, which is 0.52% of Net-

31, 2022, which is 1.01% of

worth of NTPC i.e., Rs.

Net-worth of NTPC i.e., Rs.

1,39,134.15 Cr as on Mar

1,35,373.74 Cr (total equity

31, 2022.

attributable to owners) as on

Mar 31, 2022.

b. Date

on

which

the

July 08, 2022

July 08, 2022

agreement for sale has been

entered into.

c. The

expected date

of

120th day from the Execution

As may be mutually agreed

completion of sale/disposal.

Date

between the Parties

d.

Consideration received from

Rs. 10,066.99 Cr based on

Rs. 731.17 Cr based on the

such sale/disposal.

book value as per the

paid-up equity share capital

Audited

Financials

as

on

of NREL as per Audited

Mar 31,

2022,

payable

Financials as on Mar 31,

through

combination

of

2022,

payable

through

cash/equity

shares/debt

combination

of cash/equity

liability.

The

consideration

shares.

The

consideration

shall be adjusted based on

shall be adjusted based on

revised

Opening

Balance

the paid-up equity share

sheets

of

Renewable

capital of NREL as on the

Sale or disposal of unit(s)

Sale or disposal of unit(s)

or

division(s)

or

or

division(s)

or

subsidiary

of

the

listed

subsidiary

of

the

listed

entity: Transfer of 15 RE

entity: Transfer

of

100%

Assets of NTPC to NGEL

equity

shareholding

held

in NREL to NGEL

Energy Assets i.e., on the

date of transfer of shares of

date

of

transfer

of

NREL.

Renewable Energy Assets.

e. Brief details of buyers and

NTPC Green Energy Limited

NTPC Green Energy Limited

whether any of the buyers

(NGEL), a 100% subsidiary

(NGEL), a 100% subsidiary

belong

to

the promoter/

of NTPC Ltd.

of NTPC Ltd.

promoter

group/group

companies.

If

yes,

details

thereof.

f. Whether

the

transaction

Yes.

Yes.

would

fall

within

related

The

transaction

is

being

The transaction

is

being

party

transactions?

If

yes,

carried out on Book Value of

carried out on paid-up equity

whether the same is done at

15 RE assets based on

share capital of NREL based

"arm's length".

Audited

Financials as

on

on Audited Financials as on

Mar

31,

2022.

The

Mar

31,

2022.

The

transaction

has

been

transaction

has

been

approved

by

the

Audit

approved

by

the

Audit

Committee

and

Board

of

Committee

and

Board of

Directors. Further, approval

Directors. Further,

approval

for the same has been

for the same has been

received

from Government

received from

Government

of India.

of India.

g.

Additionally, in case of a

15 RE assets are being

100% shareholding of NTPC

slump

sale,

indicative

hived-off from NTPC books

in NREL is being transferred

disclosures

provided

for

to

NGEL.

No

to

NGEL.

No

amalgamation/merger, shall

amalgamation/merger

is

amalgamation/merger

is

be disclosed by the listed

envisaged.

envisaged.

entity with respect to such

slump sale.

***