ONGC-NTPC JV Acquires Ayana Renewable in USD 2.3 Billion Deal

New Delhi, Feb 12 (PTI) A joint venture of India's largest oil and gas producer ONGC and nation's biggest power company NTPC on Thursday signed a deal to acquire renewable energy firm Ayana for an enterprise value of Rs 19,500 crore (USD 2.3 billion).

ONGC-NTPC Green Pvt Ltd (ONGPL), a 50:50 joint venture between ONGC Green Ltd (OGL) and NTPC Green Energy Ltd (NGEL), signed a share purchase agreement (SPA) to acquire a 100 per cent equity stake in Ayana Renewable Power Pvt Ltd (Ayana), the firms said.

This is the second biggest deal in the renewable energy space. Adani Green Energy (AGEL) had in October 2021 acquired SB Energy India from SoftBank Group Corp (SBG) and Bharti Group in an all-cash deal worth USD 3.5 billion.

In December last year, JSW Neo Energy Ltd, a wholly owned subsidiary of JSW Energy Ltd, agreed to acquire renewable energy platform O2 Power Pooling for enterprise valuation of Rs 12,468 crore (USD 1.47 billion).

The agreement was signed with Ayana's current shareholders National Investment and Infrastructure Fund (NIIF) (51 per cent), British International Investment Plc (BII) and its subsidiaries (32 per cent), and Eversource Capital (17 per cent). The transaction is valued at USD 2.3 billion, they said in a statement.

Enterprise value does not represent the cash acquirers are paying. It is a company's total value, including its equity and debt. It's a key metric used to assess a company's worth, and is especially important for mergers and acquisitions.

ONGPL would pay an undisclosed sum to the owners of Ayana as well as takeover debt of the company as part of the deal.

Ayana, a leading renewable energy platform, has about 4.1 GW of operational and under-construction assets, strategically located across resource-rich states.

Oil and Natural Gas Corporation (ONGC) in July 2024 published a decarbonisation roadmap, outlining its strategy to achieve net-zero operational emissions by 2038. It plans to invest about Rs 2 lakh crore in setting up renewable energy sites and green hydrogen plants and cutting gas flaring to zero to meet its 2038 target.

Having little experience in the renewable energy space, ONGC joined hands with NTPC Ltd and took the inorganic route.

"This acquisition marks ONGPL's first strategic investment since its inception in November 2024, underscoring its commitment to accelerating the renewable energy transition. The deal aligns with the broader vision of its parent companies -- ONGC and NTPC -- to achieve net-zero targets by 2038 and 2050, respectively. ONGPL will now leverage Ayana's platform for further expansion and growth," the statement said.

India has committed to achieving net-zero emissions by 2070 and is developing 500 GW of renewable energy capacity by 2030. NIIF has played a pivotal role in scaling Ayana as one of India's premier renewable energy platforms, supporting the Government of India's vision for clean energy transition.

The completion of this transaction is subject to regulatory approvals and fulfilment of conditions precedent, the statement said.

Ayana has around 3 GW under development, comprising solar, wind, hybrid & round the clock (RTC) renewable assets with firm power purchase agreements (PPAs). Of this, the group expects to commission a 300-MW solar power asset and 140-MW wind power asset in FY25 and the balance through FY26 and FY27.

Sanjay Kumar Mazumder, CEO, ONGC Green Ltd, stated, "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 recognise 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."

Rajiv Gupta, CEO, NTPC Green Energy, said, "The acquisition... 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 FY32 and moving forward to become one of the leading developers of utility-scale renewable energy projects in the country..."

Vinod Giri, Managing Partner, Master Fund, NIIF, said, "Ayana's success reflects NIIF's dedication to scaling sustainable infrastructure investments. This transaction unlocks value while attracting global institutional capital into India's renewable sector. We look forward to seeing Ayana continue its growth trajectory with ONGPL."

Srini Nagarajan, Managing Director and Head of Asia, BII, added: "BII launched Ayana in 2018 to catalyse India's renewable energy sector. Having mobilised over USD 1 billion in capital alongside NIIF and Eversource, we are proud of Ayana's achievements and excited for its future under ONGPL's leadership."

Dhanpal Jhaveri, CEO, Eversource Capital, said, "Partnering with NIIF and BII, we have built Ayana into a leading renewable energy platform. As ONGPL takes the helm, we are confident that Ayana will further accelerate India's clean energy transition."

OGL, a wholly owned subsidiary of ONGC, focuses on solar, wind, and energy storage solutions, actively pursuing both greenfield and brownfield acquisitions to accelerate India's renewable transition.

NGEL, a subsidiary of NTPC Ltd, leads NTPC's renewable energy expansion, targeting 60 GW RE capacity by 2032.

NIIF is India's sovereign-linked asset manager, with USD 4.4 billion in equity capital commitments.

BII is the UK's development finance institution, supporting sustainable economic growth in emerging markets. Eversource Capital manages one of the largest climate funds in emerging markets, focusing on energy transition, industrial decarbonisation, and urban sustainability.