NTPC Green Energy Limited - IPO

1. There is a concentrated pool of utilities and power purchasers for electricity generated by our plants and projects. Accordingly, we derived a significant portion (more than 87%) of our revenue from operations from our top five offtakers in Fiscal 2024, with our single largest offtaker contributing around 50% of our revenue from operations in Fiscal 2024. Loss of any of these customers or a deterioration of their financial condition could adversely affect our business, results of operations and financial condition.

2. Our business and profitability is substantially dependent on the availability and cost of solar modules, solar cells, wind turbine generators and other materials, components and equipment for our solar, wind and other projects. We are dependent on third party suppliers for meeting our materials, component and equipment requirements, and our top 10 suppliers accounted for 92.65% and 77.71% of our supplies in the six months period ended September 30, 2024 and in Fiscal 2024, respectively. Any disruption to the timely and adequate supply, or volatility in the prices of required materials, components and equipment may adversely impact our business, results of operations and financial condition.

3. Our renewable energy project construction activities may be subject to cost overruns or delays which may adversely affect our business, results of operations, financial condition and cash flows. Further, our future growth is significantly dependent on successfully executing our contracted and awarded projects. In the event, we are not successful in executing our contracted and awarded projects, our business, results of operations and financial condition may be adversely impacted.

4. In the six months period ended September 30, 2024 and in Fiscal 2024, 62.20% and 61.74%, respectively, of our operating renewable energy projects are concentrated in Rajasthan. Any significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in Rajasthan could have an adverse effect on our business, results of operations and financial condition.

5. Our Special Purpose Carved-Out Combined Financial Statements and Carved-Out Operating Data for Fiscal 2023 and Fiscal 2022 may not be representative of our results as an independent company.

6. Our Power Purchase Agreements may expose us to certain risks that may adversely affect our business, results of operations and financial condition. In addition, we are required to give performance bank guarantees guaranteeing the commencement of supply of power which could adversely affect our results of operation if invoked. Further, our revenue from operations are exposed to fixed tariffs, changes in tariff regulation and structuring.

7. The acquisition of the purchased renewable energy assets is subject to certain post closing actions, which are currently in the process of being fulfilled. Any failure to fulfil the post-closing actions may reduce the anticipated benefits of the acquisition, may impose limitations or costs on our Company or result in a material adverse effect on the business, results of operations, financial condition and prospects of our Company.

8. We intend to use a majority of our Net Proceeds from the Issue towards the repayment or prepayment, in full or in part, of certain outstanding borrowings availed by our wholly owned Subsidiary, NTPC Renewable Energy Limited.

9. We are dependent on our relationship with our Corporate Promoter, NTPC Limited, and any adverse developments in such relationship may adversely affect our business and reputation.

10. We have incurred substantial indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition.