NTPC Limited — Capital/Financing Update 2020

Dec 16, 2020

			Ref. No.:01/FA/ISD/Compliance/2020-2

Ref. No.:01/ FA/ISD/Compliance/2020-21	Dated: 16.12.2020
The Manager	The Manager
Listing Department	Department of Corporate Services
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, C-1, Block G	25thFloor, Phiroze Jeejeebhoy Towers
Bandra Kurla Complex	Dalal Street, Fort
Bandra (East), Mumbai –400051	Mumbai -400 000
Maharashtra, India.	Maharashtra, India.
Scrip Code: NTPC	Scrip Code: 532555

Dear Sir,

Subject: Intimation of results of cash tender offer by NTPC Limited ("Company") in respect of (i) INR denominated 2000 Crore 7.375 per cent notes issued on August 10, 2016 payable in U.S. Dollars and due on August 10, 2021 ("2021 Notes"), and (ii) INR denominated 2000 Crore 7.25 per cent notes issued on May 3, 2017 payable in U.S. Dollars and due on May 3, 2022 ("2022 Notes", collectively with the 2021 Notes, the "Notes") of the Company.

This is with further reference to our letter dated December 7, 2020 regarding a tender offer in respect of the 2021 Notes**,** which is currently listed on the Singapore Exchange Securities Trading Limited ("SGX-ST"), the London Stock Exchange's Professional Securities Market, the NSE IFSC Limited ("NSE IFSC") and the India International Exchange (IFSC) Limited ("India INX"), and the 2022 Notes, which is currently listed on the SGX-ST, London Stock Exchange's International Securities Market, the NSE IFSC and India INX, inviting holders of the Notes ("Noteholders") to offer to tender one or more series of Notes for purchase by the Company for cash (each an "Offer" and together the "Offers") upon the terms, subject to the conditions and in the manner set out in the tender offer memorandum dated December 7, 2020 (the "Tender Offer Memorandum").

The Company wishes to inform the exchanges that it has announced today on the SGX-ST, the Regulatory News Service of the London Stock Exchange ("RNS"), NSE IFSC and India INX, the Results of the Offers referred to in the Tender Offer Memorandum. All documentation relating to the Offers, together with any updates, will be available via the Offer Website: www.lucid-is.com/ntpc.

Pursuant to paragraph 3 of the Securities and Exchange Board of India circular on "Continuous Disclosure Requirements for Listed Entities - Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015" dated September 9, 2015, the Company is attaching the stock exchange announcement as disclosed on SGX-ST, RNS, NSE IFSC and India INX.

The Offers commenced on December 7, 2020 and expired at 4:00 p.m. (London time) / 9:30 p.m. (Mumbai time), on December 15, 2020 (the "Expiration Deadline").

As at the Expiration Deadline, the aggregate nominal amount of each series of Notes that had been validly tendered and accepted for purchase are as follows:

Notes	ISIN	Outstanding	Purchase Price(1) (2)	AggregateNominal
		Nominal Amount		Amount Accepted for
				Tender
2021 Notes:	XS1467374473	INR20,000,000,000	INR10,000,000	INR9,930,000,000
INR20,000,000,000 7.375 per
cent. Notes due 2021 payable
in U.S. Dollars.

NTPC Limited

(A Government of India Enterprise) CORPORATE CENTRE

2022 Notes:	XS1604199114	INR20,000,000,000	INR10,000,000	INR920,000,000
INR20,000,000,000 7.25 per
cent. Notes due 2022 payable
in U.S. Dollars

Notes:

• (1) Per INR10,000,000 in nominal amount, payable in U.S. dollars. The amount of the relevant Purchase Price to be received by an Eligible Holder in respect of its Notes purchased pursuant to the Offers will be rounded to the nearest U.S.$0.01, with U.S.$0.005 to be taken as a full cent.
• (2) In addition to the Purchase Price, the Issuer will also pay the relevant USD Equivalent of the Additional Interest Amount and a cash amount in U.S. dollars (as calculated in accordance with the relevant Notes Conditions) equal to the Accrued Interest Amount on each series of Notes accepted for purchase pursuant to the Offers. In respect of the 2021 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) August 10, 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2021 Notes. In respect of the 2022 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) May 3, 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2022 Notes.

The Company has accepted all Notes tendered for purchase pursuant to the Offers. Following the Settlement Date, the Notes accepted for purchase pursuant to the Offers will be cancelled by the Company.

Determination of the Reference Rate will take place at approximately 8:00 a.m. (London time) / 1:30 pm (Mumbai time) (the "Fixing Time"), on December 18, 2020, two Fixing Business Days (the "Fixing Date") prior to the Settlement Date. As soon as reasonably practicable after the Fixing Time on the Fixing Date, the Company will announce the Reference Rate and the USD Equivalent of the Purchase Price and the Additional Interest Amount for each series of the Notes.

The Settlement Date of the Offers is expected to be on or around December 22, 2020. The aggregate amounts of the relevant Purchase Consideration, Accrued Interest Amount and Additional Interest Amount for such Notes will be paid, in immediately available funds, on the Settlement Date to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants through which the relevant Eligible Holders validly tendered their Notes.

Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meanings set out in the Tender Offer Memorandum.

We request you to take this on record, and to treat the same as compliance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Thanking you.

Yours faithfully,

For NTPC Limited

Aditya Dar Chief General Manager (Finance)

Annexure I – Disclosure on the SGX-ST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is for information purposes only and does not constitute or form part of and should not be construed as an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an inducement to enter into investment activity, or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities in India, Hong Kong, Singapore, United Kingdom or the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

This announcement is not for distribution, directly or indirectly, to any person or address in the United States. This announcement and the information contained herein does not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the Securities Act, or pursuant to an applicable exemption from such registration requirement. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States.

THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS ANNOUNCEMENT.

ANNOUNCEMENT OF RESULTS OF THE OFFERS

BY

NTPC LIMITED

(incorporated with limited liability in the Republic of India)

(THE "ISSUER")

IN RESPECT OF:

INVITATION BY THE ISSUER TO ELIGIBLE HOLDERS (AS DEFINED IN THE TENDER OFFER MEMORANDUM) FOR OFFERS TO TENDER FOR PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING (1) INR20,000,000,000 7.375 PER CENT. NOTES DUE 2021 PAYABLE IN U.S. DOLLARS (ISIN: XS1467374473) (THE "2021 NOTES"); AND/OR (2) INR20,000,000,000 7.25 PER CENT. NOTES DUE 2022 PAYABLE IN U.S. DOLLARS (ISIN: XS1604199114) (THE "2022 NOTES", TOGETHER WITH THE 2021 NOTES, THE "NOTES"), IN EACH CASE, UPON THE TERMS, SUBJECT TO THE CONDITIONS AND IN THE MANNER SET OUT IN THE TENDER OFFER MEMORANDUM (THE "OFFERS")

Reference is made to the announcement made by the Issuer on 7 December 2020 in relation to the Offers. The full terms and conditions of the Offers are set out in the tender offer memorandum dated 7 December 2020 (the "Tender Offer Memorandum"). Unless otherwise defined, capitalised terms used in this announcement but not defined herein shall have the same meanings as given to them in the Tender Offer Memorandum.

This is the Announcement of Results of the Offers referred to in the Tender Offer Memorandum. All documentation relating to the Offers, together with any updates, will be available via the Offer Website: www.lucid-is.com/ntpc.

RESULTS OF THE OFFERS

The Offers commenced on 7 December 2020 and expired at 4:00 p.m. (London time) / 9:30 p.m. (Mumbai time) on 15 December 2020.

As at the Expiration Deadline, the aggregate nominal amount of each series of Notes that had been validly tendered and accepted for purchase are as follows:

Notes	ISIN	OutstandingNominalAmount	PurchasePrice(1)(2)	AggregateNominal AmountAcceptedforTender
INR20,000,000,0007.375 per cent. Notesdue 2021 payable inU.S.Dollars(the"2021 Notes")	XS1467374473	INR20,000,000,000	INR10,000,000	INR9,930,000,000
INR20,000,000,0007.25 per cent. Notesdue 2022 payable inU.S.Dollars(the"2022 Notes")	XS1604199114	INR20,000,000,000	INR10,000,000	INR920,000,000

Notes:

• (1) Per INR10,000,000 in nominal amount, payable in U.S. dollars. The amount of the relevant Purchase Price to be received by an Eligible Holder in respect of its Notes purchased pursuant to the Offers will be rounded to the nearest U.S.$0.01, with U.S.$0.005 to be taken as a full cent.
• (2) In addition to the Purchase Price, the Issuer will also pay the relevant USD Equivalent of the Additional Interest Amount and a cash amount in U.S. dollars (as calculated in accordance with the relevant Notes Conditions) equal to the Accrued Interest Amount on each series of Notes accepted for purchase pursuant to the Offers. In respect of the 2021 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) 10 August 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2021 Notes. In respect of the 2022 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) 3 May 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2022 Notes.

The Issuer has accepted all Notes tendered for purchase pursuant to the Offers.

DETERMINATION OF THE REFERENCE RATE

Determination of the Reference Rate will take place at approximately 8:00 a.m. (London time) / 1:30 pm Mumbai time (the "Fixing Time") on 18 December 2020, two Fixing Business Days (the "Fixing Date") prior to the Settlement Date. As soon as reasonably practicable after the Fixing Time on the Fixing Date, the Issuer will announce the Reference Rate and the USD Equivalent of the Purchase Price and the Additional Interest Amount for each series of the Notes.

SETTLEMENT

The Settlement Date of the Offers is expected to be on or around 22 December 2020. The aggregate amounts of the relevant Purchase Consideration, Accrued Interest Amount and Additional Interest Amount for such Notes will be paid, in immediately available funds, on the Settlement Date to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants through which the relevant Eligible Holders validly tendered their Notes.

Notes which have not been validly accepted for purchase by the Issuer pursuant to the Offers will remain outstanding.

GENERAL

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement is not a tender offer memorandum, a solicitation of an offer to purchase, or a solicitation of an offer to sell, any securities. The Offers have been made solely pursuant to the Tender Offer Memorandum, which sets forth a detailed description of the terms of the Offers.

CONTACT INFORMATION

Questions and requests for further information and assistance in relation to the Offers should be directed to the Dealer Managers or the Information and Tender Agent:

THE DEALER MANAGERS

Axis Bank Limited, Singapore Branch

9 Raffles Place Republic Plaza #48-01/2 Singapore 048619

MUFG Securities Asia Limited

11/F, AIA Central 1 Connaught Road Central Hong Kong Email: DCM-LM@int.sc.mufg.jp; leg.CMAsia@hk.sc.mufg.jp

Barclays Bank PLC

5 The North Colonnade Canary Wharf London E14 4BB United Kingdom

Standard Chartered Bank

One Basinghall Avenue London EC2V 5DD United Kingdom Email: Liability_Management@sc.com

THE INFORMATION AND TENDER AGENT

Lucid Issuer Services Limited Attention: Mu-yen Lo / Thomas Choquet Email: ntpc@lucid-is.com Offer Website: www.lucid-is.com/ntpc

In London: Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 20 7704 0880

In Hong Kong: 3F, Three Pacific Place 1, Queen's Road East Admiralty Hong Kong Telephone: +852 2281 0114

NTPC LIMITED

16 December 2020

Annexure II – Disclosure on the RNS

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is for information purposes only and does not constitute or form part of and should not be construed as an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an inducement to enter into investment activity, or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities in India, Hong Kong, Singapore, United Kingdom or the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

This announcement is not for distribution, directly or indirectly, to any person or address in the United States. This announcement and the information contained herein does not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the Securities Act, or pursuant to an applicable exemption from such registration requirement. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States.

ANNOUNCEMENT OF RESULTS OF THE OFFERS

BY

NTPC LIMITED

(incorporated with limited liability in the Republic of India)

(THE "ISSUER")

IN RESPECT OF:

INVITATION BY THE ISSUER TO ELIGIBLE HOLDERS (AS DEFINED IN THE TENDER OFFER MEMORANDUM) FOR OFFERS TO TENDER FOR PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING (1) INR20,000,000,000 7.375 PER CENT. NOTES DUE 2021 PAYABLE IN U.S. DOLLARS (ISIN: XS1467374473) (THE "2021 NOTES"); AND/OR (2) INR20,000,000,000 7.25 PER CENT. NOTES DUE 2022 PAYABLE IN U.S. DOLLARS (ISIN: XS1604199114) (THE "2022 NOTES", TOGETHER WITH THE 2021 NOTES, THE "NOTES"), IN EACH CASE, UPON THE TERMS, SUBJECT TO THE CONDITIONS AND IN THE MANNER SET OUT IN THE TENDER OFFER MEMORANDUM (THE "OFFERS")

Reference is made to the announcement made by the Issuer on 7 December 2020 in relation to the Offers. The full terms and conditions of the Offers are set out in the tender offer memorandum dated 7 December 2020 (the "Tender Offer Memorandum"). Unless otherwise defined, capitalised terms used in this announcement but not defined herein shall have the same meanings as given to them in the Tender Offer Memorandum.

This is the Announcement of Results of the Offers referred to in the Tender Offer Memorandum. All documentation relating to the Offers, together with any updates, will be available via the Offer Website: www.lucid-is.com/ntpc.

RESULTS OF THE OFFERS

The Offers commenced on 7 December 2020 and expired at 4:00 p.m. (London time) / 9:30 p.m. (Mumbai time) on 15 December 2020.

As at the Expiration Deadline, the aggregate nominal amount of each series of Notes that had been validly tendered and accepted for purchase are as follows:

Notes	ISIN	OutstandingNominalAmount	PurchasePrice(1)(2)	AggregateNominal AmountAcceptedforTender
INR20,000,000,0007.375 per cent. Notesdue 2021 payable inU.S.Dollars(the"2021 Notes")	XS1467374473	INR20,000,000,000	INR10,000,000	INR9,930,000,000
INR20,000,000,0007.25 per cent. Notesdue 2022 payable inU.S.Dollars(the"2022 Notes")	XS1604199114	INR20,000,000,000	INR10,000,000	INR920,000,000

Notes:

• (1) Per INR10,000,000 in nominal amount, payable in U.S. dollars. The amount of the relevant Purchase Price to be received by an Eligible Holder in respect of its Notes purchased pursuant to the Offers will be rounded to the nearest U.S.$0.01, with U.S.$0.005 to be taken as a full cent.
• (2) In addition to the Purchase Price, the Issuer will also pay the relevant USD Equivalent of the Additional Interest Amount and a cash amount in U.S. dollars (as calculated in accordance with the relevant Notes Conditions) equal to the Accrued Interest Amount on each series of Notes accepted for purchase pursuant to the Offers. In respect of the 2021 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) 10 August 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2021 Notes. In respect of the 2022 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) 3 May 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2022 Notes.

The Issuer has accepted all Notes tendered for purchase pursuant to the Offers.

DETERMINATION OF THE REFERENCE RATE

Determination of the Reference Rate will take place at approximately 8:00 a.m. (London time) / 1:30 pm Mumbai time (the "Fixing Time") on 18 December 2020, two Fixing Business Days (the "Fixing Date") prior to the Settlement Date. As soon as reasonably practicable after the Fixing Time on the Fixing Date, the Issuer will announce the Reference Rate and the USD Equivalent of the Purchase Price and the Additional Interest Amount for each series of the Notes.

SETTLEMENT

The Settlement Date of the Offers is expected to be on or around 22 December 2020. The aggregate amounts of the relevant Purchase Consideration, Accrued Interest Amount and Additional Interest Amount for such Notes will be paid, in immediately available funds, on the Settlement Date to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants through which the relevant Eligible Holders validly tendered their Notes.

Notes which have not been validly accepted for purchase by the Issuer pursuant to the Offers will remain outstanding.

GENERAL

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement is not a tender offer memorandum, a solicitation of an offer to purchase, or a solicitation of an offer to sell, any securities. The Offers have been made solely pursuant to the Tender Offer Memorandum, which sets forth a detailed description of the terms of the Offers.

This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Aditya Dar, Chief General Manager for the Issuer.

CONTACT INFORMATION

Questions and requests for further information and assistance in relation to the Offers should be directed to the Dealer Managers or the Information and Tender Agent:

THE DEALER MANAGERS

Axis Bank Limited, Singapore Branch

9 Raffles Place Republic Plaza #48-01/2 Singapore 048619

MUFG Securities Asia Limited

11/F, AIA Central 1 Connaught Road Central Hong Kong Email: DCM-LM@int.sc.mufg.jp; leg.CMAsia@hk.sc.mufg.jp

Barclays Bank PLC

5 The North Colonnade Canary Wharf London E14 4BB United Kingdom

Standard Chartered Bank

One Basinghall Avenue London EC2V 5DD United Kingdom Email: Liability_Management@sc.com

THE INFORMATION AND TENDER AGENT

Lucid Issuer Services Limited Attention: Mu-yen Lo / Thomas Choquet Email: ntpc@lucid-is.com Offer Website: www.lucid-is.com/ntpc

In London: Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 20 7704 0880

In Hong Kong: 3F, Three Pacific Place 1, Queen's Road East Admiralty Hong Kong Telephone: +852 2281 0114

NTPC LIMITED

16 December 2020

Annexure III – Disclosure on the NSE IFSC

NSE IFSC Limited Unit No.1201 Brigade International Financial Centre 12th floor, Block-14, Road 1C, Zone-1 GIFT SEZ, Gandhinagar, Gujarat – 382355

Dear Sir/Madam,

Subject: Intimation of results of cash tender offer by NTPC Limited ("Company") in respect of (i) INR denominated 2000 Crore 7.375 per cent notes issued on August 10, 2016 payable in U.S. Dollars and due on August 10, 2021 ("2021 Notes"), and (ii) INR denominated 2000 Crore 7.25 per cent notes issued on May 3, 2017 payable in U.S. Dollars and due on May 3, 2022 ("2022 Notes", collectively with the 2021 Notes, the "Notes") of the Company.

This is with further reference to our letter dated December 7, 2020 regarding a tender offer in respect of the 2021 Notes**,** which is currently listed on the Singapore Exchange Securities Trading Limited ("SGX-ST"), the London Stock Exchange's Professional Securities Market, the NSE IFSC Limited ("NSE IFSC") and the India International Exchange (IFSC) Limited ("India INX"), and the 2022 Notes, which is currently listed on the SGX-ST, London Stock Exchange's International Securities Market, the NSE IFSC and India INX, inviting holders of the Notes ("Noteholders") to offer to tender one or more series of Notes for purchase by the Company for cash (each an "Offer" and together the "Offers") upon the terms, subject to the conditions and in the manner set out in the tender offer memorandum dated December 7, 2020 (the "Tender Offer Memorandum").

This is the Announcement of Results of the Offers referred to in the Tender Offer Memorandum. All documentation relating to the Offers, together with any updates, will be available via the Offer Website: www.lucid-is.com/ntpc.

The Company is attaching the stock exchange announcements as disclosed on SGX-ST, the Regulatory News Service of the London Stock Exchange ("RNS"), and India INX.

The Offers commenced on December 7, 2020 and expired at 4:00 p.m. (London time) / 9:30 p.m. (Mumbai time), on December 15, 2020 (the "Expiration Deadline").

As at the Expiration Deadline, the aggregate nominal amount of each series of Notes that had been validly tendered and accepted for purchase are as follows:

Notes	ISIN	OutstandingNominal Amount	Purchase Price(1) (2)	AggregateNominalAmount Accepted forTender
2021 Notes:INR20,000,000,000 7.375per cent. Notes due 2021payable in U.S. Dollars.	XS1467374473	INR20,000,000,000	INR10,000,000	INR9,930,000,000
2022 Notes:INR20,000,000,0007.25per cent. Notes due 2022payable in U.S. Dollars	XS1604199114	INR20,000,000,000	INR10,000,000	INR920,000,000

Notes:

(1) Per INR10,000,000 in nominal amount, payable in U.S. dollars. The amount of the relevant Purchase Price to be received by an Eligible Holder in respect of its Notes purchased pursuant to the Offers will be rounded to the nearest U.S.$0.01, with U.S.$0.005 to be taken as a full cent.

(2) In addition to the Purchase Price, the Issuer will also pay the relevant USD Equivalent of the Additional Interest Amount and a cash amount in U.S. dollars (as calculated in accordance with the relevant Notes Conditions) equal to the Accrued Interest Amount on each series of Notes accepted for purchase pursuant to the Offers. In respect of the 2021 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) August 10, 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2021 Notes. In respect of the 2022 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) May 3, 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2022 Notes.

The Company has accepted all Notes tendered for purchase pursuant to the Offers. Following the Settlement Date, the Notes accepted for purchase pursuant to the Offers will be cancelled by the Company.

Determination of the Reference Rate will take place at approximately 8:00 a.m. (London time) / 1:30 pm (Mumbai time) (the "Fixing Time"), on December 18, 2020, two Fixing Business Days (the "Fixing Date") prior to the Settlement Date. As soon as reasonably practicable after the Fixing Time on the Fixing Date, the Company will announce the Reference Rate and the USD Equivalent of the Purchase Price and the Additional Interest Amount for each series of the Notes.

The Settlement Date of the Offers is expected to be on or around December 22, 2020. The aggregate amounts of the relevant Purchase Consideration, Accrued Interest Amount and Additional Interest Amount for such Notes will be paid, in immediately available funds, on the Settlement Date to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants through which the relevant Eligible Holders validly tendered their Notes.

Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meanings set out in the Tender Offer Memorandum.

We request you to take this on record, and to treat the same as compliance with the applicable provisions of the NSE IFSC 'Framework for Issue of Debt Securities'.

NTPC LIMITED

Annexure IV – Disclosure on the India INX

INDIA INTERNATIONAL EXCHANGE (IFSC) LIMITED

1st Floor, Unit No. 101, The Signature Building Number 13B, Road 1C, Zone 1, GIFT SEZ GIFT City, Gandhinagar, Gujarat – 382355

Dear Sir/Madam,

Subject: Intimation of results of cash tender offer by NTPC Limited ("Company") in respect of (i) INR denominated 2000 Crore 7.375 per cent notes issued on August 10, 2016 payable in U.S. Dollars and due on August 10, 2021 ("2021 Notes"), and (ii) INR denominated 2000 Crore 7.25 per cent notes issued on May 3, 2017 payable in U.S. Dollars and due on May 3, 2022 ("2022 Notes", collectively with the 2021 Notes, the "Notes") of the Company.

This is with further reference to our letter dated December 7, 2020 regarding a tender offer in respect of the 2021 Notes**,** which is currently listed on the Singapore Exchange Securities Trading Limited ("SGX-ST"), the London Stock Exchange's Professional Securities Market, the NSE IFSC Limited ("NSE IFSC") and the India International Exchange (IFSC) Limited ("India INX"), and the 2022 Notes, which is currently listed on the SGX-ST, London Stock Exchange's International Securities Market, the NSE IFSC and India INX, inviting holders of the Notes ("Noteholders") to offer to tender one or more series of Notes for purchase by the Company for cash (each an "Offer" and together the "Offers") upon the terms, subject to the conditions and in the manner set out in the tender offer memorandum dated December 7, 2020 (the "Tender Offer Memorandum").

This is the Announcement of Results of the Offers referred to in the Tender Offer Memorandum. All documentation relating to the Offers, together with any updates, will be available via the Offer Website: www.lucid-is.com/ntpc.

The Company is attaching the stock exchange announcements as disclosed on SGX-ST, the Regulatory News Service of the London Stock Exchange ("RNS"), and NSE IFSC.

The Offers commenced on December 7, 2020 and expired at 4:00 p.m. (London time) / 9:30 p.m. (Mumbai time), on December 15, 2020 (the "Expiration Deadline").

As at the Expiration Deadline, the aggregate nominal amount of each series of Notes that had been validly tendered and accepted for purchase are as follows:

Notes	ISIN	OutstandingNominal Amount	Purchase Price(1) (2)	AggregateNominalAmount Accepted forTender
2021 Notes:INR20,000,000,000 7.375per cent. Notes due 2021payable in U.S. Dollars.	XS1467374473	INR20,000,000,000	INR10,000,000	INR9,930,000,000
2022 Notes:INR20,000,000,0007.25per cent. Notes due 2022payable in U.S. Dollars	XS1604199114	INR20,000,000,000	INR10,000,000	INR920,000,000

Notes:

(1) Per INR10,000,000 in nominal amount, payable in U.S. dollars. The amount of the relevant Purchase Price to be received by an Eligible Holder in respect of its Notes purchased pursuant to the Offers will be rounded to the nearest U.S.$0.01, with U.S.$0.005 to be taken as a full cent.

(2) In addition to the Purchase Price, the Issuer will also pay the relevant USD Equivalent of the Additional Interest Amount and a cash amount in U.S. dollars (as calculated in accordance with the relevant Notes Conditions) equal to the Accrued Interest Amount on each series of Notes accepted for purchase pursuant to the Offers. In respect of the 2021 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) August 10, 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2021 Notes. In respect of the 2022 Notes, the Accrued Interest Amount will be the interest accrued and unpaid from (and including) May 3, 2020 up to (but excluding) the Settlement Date in accordance with the Notes Conditions for the 2022 Notes.

The Company has accepted all Notes tendered for purchase pursuant to the Offers. Following the Settlement Date, the Notes accepted for purchase pursuant to the Offers will be cancelled by the Company.

Determination of the Reference Rate will take place at approximately 8:00 a.m. (London time) / 1:30 pm (Mumbai time) (the "Fixing Time"), on December 18, 2020, two Fixing Business Days (the "Fixing Date") prior to the Settlement Date. As soon as reasonably practicable after the Fixing Time on the Fixing Date, the Company will announce the Reference Rate and the USD Equivalent of the Purchase Price and the Additional Interest Amount for each series of the Notes.

The Settlement Date of the Offers is expected to be on or around December 22, 2020. The aggregate amounts of the relevant Purchase Consideration, Accrued Interest Amount and Additional Interest Amount for such Notes will be paid, in immediately available funds, on the Settlement Date to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants through which the relevant Eligible Holders validly tendered their Notes.

Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meanings set out in the Tender Offer Memorandum.

We request you to take this on record, and to treat the same as compliance with the applicable provisions of the India INX 'Global Securities Market Framework' dated December 8, 2017.

NTPC LIMITED