ONGC NTPC Green JV acquires Ayana for $2.3 bn in mega clean energy deal

In a mega M&E deal, ONGC NTPC Green Private Ltd (ONGPL), a 50:50 JV between ONGC Green Ltd (OGL) and NTPC Green Energy Ltd (NGEL), has signed a share purchase agreement (SPA) to acquire a 100% equity stake in Ayana Renewable Power Private Ltd (Ayana) for $2.3 billion. The acquisition of the Ayana Renewables platform by ONGC NTPC Green marks is one of the "historic deals" by the two Maharatna behemoths in the clean energy sector.

The agreement was signed with the National Investment and Infrastructure Fund (NIIF), British International Investment Plc (BII) and its subsidiaries, and Eversource Capital. Ayana, a leading renewable energy platform, has around 4.1 GW of operational and under-construction assets, located across resource-rich states. Its portfolio is backed by high-credit-rated off-takers such as SECI, NTPC, GUVNL, and Indian Railways.

"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. India has committed to achieving Net Zero emissions by 2070 and developing 500 GW of renewable energy capacity by 2030," says a statement by ONCG.

In line with the government's vision for a clean energy transition, says the statement, NIIF has played a key role in scaling Ayana as "one of India's premier renewable energy platforms". Established by BII in 2018, Ayana attracted investments from NIIF and Eversource Capital in 2019, expanding its portfolio across solar, wind, and round-the-clock (RTC) projects while achieving best-in-class ESG ratings.

The acquisition is a strategic milestone in ONGC Green and NTPC Green Energy, says Sanjay Kumar Mazumder, CEO, ONGC Green. "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," says Mazumdar.

The deal 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, says Rajiv Gupta, CEO, NTPC Green Energy. "

Vinod Giri, Managing Partner of Master Fund at NIIF says Ayana’s acquisition will unlock value while attracting global institutional capital into India’s renewable sector. BII launched Ayana in 2018 to catalyse India’s renewable energy sector after mobilising over $1 billion in capital alongside NIIF and Eversource.

For this acquisition, Deloitte Touche Tohmatsu India LLP acted as ONGPL’s transaction advisor, with JSA Advocates and Solicitors providing legal counsel. On the sellers' side, Standard Chartered provided transaction advisory services, with Khaitan & Co and Cyril Amarchand Mangaldas as legal advisors.