Adani Power Limited

Shareholders Agreement for 770MW Chamkharchhu Hydropower Project in Bhutan

Main Body

Adani Power Limited (APL) and Druk Green Power Corp. Ltd. (DGPC), Bhutan's state-owned utility, signed a shareholders agreement (SHA) on October 5, 2026, at 7:20 p.m. for setting up a 770 MW Chamkharchhu Hydropower Project in Thimpu, Bhutan.

The SHA establishes that APL and DGPC will jointly incorporate a public company in Bhutan with 49:51 shareholding respectively to undertake the project. APL will invest in 4.9 million shares while DGPC will invest in 5.1 million shares, both at a value of BTN 100 per share.

Key terms of the agreement include:

  • Both parties have the right to appoint 3 directors each on the Board of the Project Company
  • Besides initial capital investment, parties shall make capital contributions from time to time in the agreed proportion
  • Standard clauses relating to pre-emptive rights, restrictions on transfer of shares, events of default, and non-compete
  • The parties are not related to promoter/promoter group/group companies
  • The transaction does not fall within related party transactions

The project is a peaking run-of-river project located in central Bhutan's Zhemgang District on the Chamkarchhu River. It will be implemented under the Build, Own, Operate and Transfer (BOOT) model with a concession period of 30 years from COD. Construction is expected to commence in the first half of 2027 with commissioning targeted for six years from groundbreaking.

This project marks the second major hydropower collaboration between the partners following the 570 MW Wangchhu Hydroelectric Project agreement signed in September 2025, and forms part of the broader 5,000 MW hydropower development Memorandum of Understanding signed between Adani Group and DGPC in May 2025.

Strategic Rationale

The project will strengthen Bhutan's clean energy generation capacity and enhance regional energy cooperation. It is expected to help meet Bhutan's peak winter electricity requirements while enabling export of surplus green power to India during summer months. The collaboration reflects shared commitment to developing Bhutan's renewable energy resources through strong partnerships and responsible project delivery.