NTPC FPO Basis of Allotment

NTPC Limited

Our Company was originally incorporated in New Delhi an November7, 1975 under the Companies Act, 1956 as a private limited company under the name 'National Thermal Power Corporation Private Limited'. For details of the change in the name of our Company and registered office, see 'History and Certain Corporate Matters' on page 102 of the Prospectus.

Registered and Corporate Office: NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi, 110003, India
Tel.: + (91 11) 2436 0100, Fax: + (91 11)2436 1018
Company Secretary and Compliance Officer: Mr. A.K. Rastogi, Tel.: +(91 11) 2436 0071, Fax: +(91 11) 2436 0241
Email: akrastogi@ntpc.co.in. Webalte: www.ntpc.co.in

FURTHER PUBLIC OFFER OF 412,273,220 EQUITY SHARES OF Rs. 10 EACH (THE 'EQUITY SHARES') OF NTPC LIMITED ('NTPC' OR 'OUR COMPANY') THROUGH AN OFFER FOR SALE BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA (THE 'SELLING SHAREHOLDER') FOR CASH AT PRICES DETERMINED THROUGH THE ALTERNATE BOOK BUILDING METHOD UNDER PART D OF SCHEDULE XI OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE 'SEBI REGULATIONS') AGGREGATING Rs. 84,800.98 MILLION (THE 'OFFER'). THE OFFER COMPRISED A NET OFFER TO THE PUBLIC OF 408,000,000 EQUITY SHARES (THE 'NET OFFER') AND A RESERVATION OF 4,273,220 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE 'EMPLOYEE RESERVATION PORTION'). THE OFFER CONSTITUTED 5% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE FLOOR PRICE (FOR BIDS SUBMITTED BY NON -INSTITUTIONAL BIDDERS AND RETAIL INDIVIDUAL BIDDERS) IS Rs. 201 PER EQUITY SHARE AND IT IS 20.1 TIMES OF THE FACE VALUE. THE CLEARING PRICE (FOR BIDS SUBMITTED BY QUALIFIED INSTITUTIONAL BUYERS ('QIBs'), INCLUDING MUTUAL FUNDS) IS Rs. 202 PER EQUITY SHARE. THE EMPLOYEE PRICE (FOR BIDS SUBMITTED BY ELIGIBLE EMPLOYEES UNDER THE EMPLOYEE RESERVATION PORTION) IS Rs. 191 PER EQUITY SHARE.

The Offer was made through the Book Building Process wherein up to 50% of the Net Offer was made available for allotment on a price priority basis to QIBs ('QIB Portion'), including 5% of the QIB Portion that was specifically available for allotment to Mutual Funds only subject to valid Bids being received from them above the Floor Price. Further, not less than 15% of the Net Offer was made available for allotment on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was made available for allotment on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at the Floor Price. Furthermore, 4,273,220 Equity Shares were made available for allotment on a proportionate basis to Eligible Employees, subject to valid Bids being received at the Employee Price.

The Offer received 102,792 applications for 510,159,571 Equity Shares resulting in 1.24 times subscription. The details of the applications received in the Offer from QIBs, Non-Institutional Bidders, Retail Individual Bidders and Eligible Employee categories are as under: (Before technical rejections)

Final Demand

A summary of the final demand at different bid prices is as under:

*Includes bids submitted by Eligible Employee at bid price of Rs. 191

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange .i.e. National Stock Exchange of India Limited ('NSE') on february17,2010.

A. Eligible Employees (AfterTechnical Rejections)
The Basis of Allotment to the Eligible Employees, who have bid at the Employee Price of Rs. 191 per Equity Share, was finalized in consultation with NSE. The total number of Equity Shares Allotted in this category is 1,838,928. The under subscribed portion of 2,434,292 Equity Shares has been added to retail, non institutional bidder and QIB Portion in the ratio of 35:15:50 respectively.

B. Allotment to Retail Individual Bidders (Including ASBA Applications) (After Technical Rejections)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Floor Price of Rs. 201 per Equity Share, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.14 times and hence Allotment was done on full and firm basis to all valid applicants. Overall 89,196 applications for 20,546,960 Equity Shares were found valid and they were considered for Allotment. The above includes 24,403 valid applications for 7,255,780 Equity Shares made under the ASBA process. The total number of Equity Shares Allotted in Retail Individual category is 20,546,960 Equity Shares to 89,196 applicants. Under-subscription in the Retail Portion of 122,253,040 Shares has been added to the QIB Portion.

C. Allotment to Non Institutional Bidders (AfterTechnical Rejections)
The Basis of Allotment to the Non Institutional Bidders, who have bid at the Floor Price of Rs. 201 per Equity Share, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.27 times and hence Allotment was done on full and firm basis. Overall 331 applications for 18,282,560 Equity Shares were found valid and they were considered for Allotment. The total number of Equity Shares Allotted in this category is 16,282,560. Under-subscription in the Non Institutional Portion of 44,917,440 Shares has spilled over and been added to the QIB Portion.

D. Allotment to Qualified Institutional Bidders (After Rejections)
The Basis of Allotment to the QIBs, who have bid above the Floor Price of Rs. 201 per Equity Share, was finalized in consultation with NSE. Overall 77 applications for 417,413,332 Equity Shares were found valid and 373,604,772 Equity Shares were considered for Allotment (including spill over of 169,604,772 Equity Shares from other categories). Mutual Funds were initially allotted 5% of the Equity Shares available for allocation under the QIB Portion i e. 18,680,239 and the balance portion available for allotment under the QIB Portion, i.e. 354,924,533 was Allotted to other QIBs and balance demand of Mutual Funds.

The Committee of Board for 'Further Public Offering of Equity Shares' of the Company at its meeting held at New Delhi on February 17, 2010 approved the Basis of Allotment of the Equity Shares in the Offer and Allotted the Equity Shares to various successful applicants. The CAN-cum-Refund Orders and refund credit advice have been dispatched to the address of the investors as registered with the Depositories. In case the same is not received within ten days, investors may contact at the address given below. The Refund Orders have been over-printed with the Bank Account details as registered, if any, with the Depositories. The Equity Shares allotted to successful applicants have been credited to their beneficiary accounts subject to validation of the bank account details with the Depositories concerned. The Equity Shares have started trading on the Bombay Stock Exchange Limited and the NSE from February 19,2010.

These details of the allotment made would be hosted on the website of Registrar to the Offer, Karvy Computershare Private Limited at http://karisma.karvy.com

All future correspondences in this regard may kindly be addressed to the Registrar to the offer quoting full name of the First/ Sole applicant. Serial number of the Bid-cum-Apptication Form, number of Equity Shares Bid for, name of the Member of the Syndicate and place where the Bid was submitted and payment details at the address given below:

Karvy Computershare Private Limited
unit: NTPC LIMITED
Plot No. 17 to 24, Vitharao Nagar, Madhapur, Hyderabad -500081, Andhra Pradesh, India
Fax: 040-23420814. E-mail: eineward.ris@Karvy.com

CORRIGENDUM: As disclosed in the Prospectus dated February 9, 2010 (the 'Prospectus'), in furtherance to the finalization of Basis of Allotment by the Selling Shareholder and the Company in consultation with the Designated Stock Exchange i.e. NSE, the aggregate Offer size has been revised from Rs. 84,787.51 million to Rs 84,800.98 million. Accordingly, the Prospectus shall stand amended to this effect.
Note. All terms used herein and not specifically defined shall have the same meaning as ascribed to such terms in the Prospectus.

THE LEVELOF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF NTPC LIMITED.

'NTPC Limited has made a further public offer of its equity shares and has filed a Prospectus with the Registrar of Companies, NCT of Delhi and Haryana, the Stock Exchanges and the Securities and Exchange Board of India ('SEBI'). The Prospectus is available on the website of SEBI at www.sebi.gov.in and the respective websites of the BRLMs at, www.icicisecurities.com,www citibank.co.in. www.jpmipl.com and www.kmcc.co.in. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same,see the section titled 'Risk factors' of the Prospectus.

These materials may not be published or distributed in the United States of America and is not an offer to sell or a solicitation of an offer to buy securities in the United States or elsewhere.These securities have not been and NTPC Limited and the Selling Shareholder do not intend that they will be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under such Act. NTPC Limited and the Selling Shareholder do not intend to conduct a public offering of securities in the United States of America.'