POWER PURCHASE AGREEMENT

FOR

PROCUREMENT OF 11GWH RENEWABLE ENERGY

ON LONG TERM BASIS

(Date is not mentioned )

BETWEEN

Eco Powers Solutions Pvt. Ltd (ESPL)

AND

The Grand Horizon Hotel Limited (GHHL)

AND

Punjab State Power Corporation Limited (PSPCL)

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Renewable Energy Power Purchase Agreement (PPA) subject to approval by PSPCL

This Power Purchase Agreement is made on the 4th day of November 2023. (Execution date
and place are not mentioned)
BETWEEN
Eco Powers Solutions Pvt. Ltd, a Company (Energy Generator) incorporated under the
Companies Act 2013,having its registered office at chandigarh, Punjab (Hereinafter referred
to as “ESPL, as a Party of the first party;
AND
The Grand Horizon Hotel Ltd., a Company (Hotel) incorporated under the Companies Act
2013, having its registered office at Chandigarh, Punjab (Hereinafter referred to as “GHHL”,
as a Party of the second party.
AND
The Punjab State Power Corporation Ltd., a Company (Electricity Distributor) incorporated
under the Companies Act 2013, having its registered office at Chandigarh, Punjab
(Hereinafter referred to as “PSPCL”, as a Party of the third party.
The ESPL, GHHL, and PSPCL are individually referred to as ‘Party’ and collectively
referred to as ‘Parties’.
(CIN No. is not mentioned)

AND WHEREAS
A. GHHL, a company incorporated under the laws of India, with its registered office at
[Chandigarh, Punjab], hereinafter referred to as the "Buyer."
B. ESPL, a company incorporated under the laws of India, with its registered office at
[Chandigarh, Punjab], hereinafter referred to as the "Seller."
C. ESPL, specializing in renewable energy production, operates a 50 MW hybrid power
plant in Punjab and has been approached by GHHL to supply 11 GWh of electricity
annually to the Great Grand Horizon Hotel.
D. The parties mutually desire to enter into a Power Purchase Agreement for 25 years to
facilitate the direct supply of renewable energy from ESPL to GHHL.
E. PSPCL, as the electricity generating and distributing entity in the State of Punjab, will
facilitate the injection of electricity generated by ESPL Solutions Pvt. Ltd. into the
electricity grid, ensuring seamless consumption by the Great Grand Horizon.

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 F. The terms of this Agreement will dictate the amount of electricity purchased from
ESPL. is duly deducted from the grid consumption of Great Grand Horizon, with
PSPCL charging a rate of INR 1.5 per kWh for this service.

NOW, THEREFORE, in consideration of the premises and mutual agreements, covenants,

and conditions set forth herein, it is hereby agreed by and between the Parties as follows:

ARTICLE 1: APPLICABILITY OF THE ACTS, REGULATIONS & GUIDELINES.

The parties shall be bound by the provisions contained in the Electricity Act, 2003, Indian
Contract Act, 1882,(Indian Contract act 1872) and Regulations, notifications, orders, and
subsequent amendments, if any, made thereunder from time to time by the Commission and
the policy directions issued by the Government of India /Government of Punjab;
ARTICLE 2: DFINITIONS ( Spelling mistake DEFINITIONS)AND INTERPRETATION
2.1. “Act” or “Electricity Act, 2003” shall mean the Electricity Act, 2003, and include any
modifications, amendments, and substitutions from time to time;
2.2. “Agreement” or “Power Purchase Agreement” or “PPA” shall mean this Power
Purchase Agreement including its recitals and Schedules, amended or modified from time to
time following the terms hereof;
2.3. “Force Majeure” shall have the same meaning referred to in Article 8 of this
Agreement;
2.4. “Duration” shall mean 25 years from the Commencement of the agreement;
2.5. “Effective Date” shall mean the date on which this PPA is signed;
2.6. “kWh” shall mean kilowatt per hour and “GWh” shall mean Gigawatt per hour;
2.7. “Dispute” shall mean any disagreement or issue between ESPL and GHHL related to
this Agreement, including questions about its interpretation and terms as outlined in Article 8.
(Dispute is mentioned in article 7)
2.8. “Discoms” shall mean the traditional utility companies, such as PSPCL which purchase
and distribute power from various generators through the electricity grid;
2.9. “Due Date” shall have the same meaning referred to in Article 7 of this Agreement;
(Due date is referred in Article 6.2.)
2.10. “Party” and “Parties” shall mean that ESPL, GHHL, and PSPCL are individually
referred to as ‘Party’ and collectively referred to as ‘Parties’;
2.11. “Waiver” shall mean giving up rights or privileges. It's valid only if it's written and
signed by the party giving up the rights;
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2.12. “Confidentiality” shall mean both Parties agree to keep all details of the Agreement
private & not share with anyone else without written permission, except as required by law;
2.13. “Severability” shall mean If one part of the agreement is unenforceable, the rest still
applies, and each part can be enforced separately;

ARTICLE 3: AGREEMENT PERIOD.

(a)This agreement period shall be w.e.f the effective date of an Agreement considering the
life period of the project which can be extended for a further period of 25 Years;
(b) The parties to the agreement shall have the option of exiting in case of violation with 8
(eight) months’ notice to the other party.
3.1 RIGHT 0F FIRST REFUSAL (ROFR)
In the event of the Power Supply that the Buyer, hereinafter referred to as "[GHHL],"
receives a bona fide offer from a third party (the "Third-Party Offer") to supply electricity to
its Hotel, [GHHL] shall promptly provide written notice of such Third-Party Offer to the
Supplier, hereinafter referred to as "[ESPL]."
3.2 NON-EXCLUSIVE AGREEMENT
This agreement is a non-exclusive agreement Where they can agree with other service
providers, provided the producer's rights of selling the Power are not affected in any manner.
(As per the client's instruction -It wants the exclusive right to supply power to the Great
Grand Horizon. GHHL should not approach any other power generator to supply the power
for the duration of the contract. GHHL disagrees with this. Hence, the PPA should include a
suitable clause that is acceptable to both parties)

ARTICLE 4: EFFECT ON LIABILITY OF GHHL

Notwithstanding any liability or obligation arising under this Agreement, because of
disruption in power supply due to grid failure, any loss, damage, liability, payment,
obligation or expense shall not be charged to or payable by ESPL.

ARTICLE 5: APPLICABLE TARIFF

The ESPL shall be entitled to receive the Tariff of INR 8 per kWh with effect from the
Commercial Operation Date which is subject to annual revision.( Specific Date is not
mentioned)

ARTICLE 6: BILLING AND PAYMENT

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6.1. GENERAL
From the commencement of the supply of power, PSPCL shall pay to the ESPL the monthly
Tariff Payments, by Article no. 5. All Payments by PSPCL shall be in Indian Rupees.
6.1.1 The ESPL shall raise a bill every month for the net energy sold after deducting the
charges for startup/standby power and reactive power;
6.1.2 The GHHL shall make payment to the PSPCL on behalf of ESPL for the Renewable
energy supplied within 30 days of receipt of the bill.
PSPCL as the discom in Punjab has agreed to facilitate this arrangement at the service cost of
INR 1.5 (it is mentioned that the service cost of electricity consumed is INR 1.5 kWh, but in
the Content F, it is mentioned that the service cost is INR 1.5 per kWh. )kWh of electricity
consumed and also agreed to the billing and invoicing process to ensure accurate calculations
and timely payments.
6.2. LATE PAYMENT SURCHARGE
In the event of a delay in payment of a Monthly Bill by PSPCL within thirty (30) days
beyond its Due Date, a Late Payment Surcharge shall be payable to the ESPL at the rate of
2.25% per month on the outstanding amount calculated on a day-to-day basis subject to such
late payment is duly received by PSPCL under the PPA. The Late Payment Surcharge shall
be claimed by the ESPL through the Supplementary Bill.

ARTICLE 7: SETTLEMENT OF DISPUTES

If the Dispute arises out of or in connection with any claims, such Disputes shall be resolved
under the Indian Arbitration and Conciliation Act, 1996 as provided not settled amicably,
failing which either party may approach the Commission for the adjudication of such
disputes under section 86 (1) (f) of the Electricity Act, 2003;

ARTICLE 8: FORCE MAJEURE

8.1. AFFECTED PARTY
8.1.1. An affected Party means ESPL or the GHHL whose performance has been affected
by an event of Force Majeure.
8.2. FORCE MAJEURE
8.2.1. Force Majeure refers to events or circumstances beyond an Affected Party's control,
which wholly or partially prevent or unavoidably delay the party's obligations under this
Agreement. Such events include:
a. Acts of God, such as lightning, drought, fire, earthquake, flood, etc.
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 b. Acts of war, invasion, armed conflict, or foreign enemy actions.
c. Radioactive contamination or ionizing radiation (unless caused by the Affected
Party).
d. Pandemics or epidemics, including but not limited to COVID-19.
e. Any Force Majeure event as identified in the PSPCL - Discom PPA, affecting power
delivery from ESPL to Discom.
These events must be beyond the reasonable control of the Affected Party and could not have
been avoided with reasonable care or compliance with Prudent Utility Practices.

ARTICLE 9: EXTENSIONS OF TIME

9.1. LIQUIDATED DAMAGES FOR DELAY IN PAYMENT
9.1.1 If the PSPCL on behalf of GHHL is unable to make the payments on time then the
PSPCL shall pay to ESPL, Liquidated Damages i.e., @ Rs. 1,00,000 per MW per day of
delay for the delay in such Payment in respect of the supply of power.(how liquidated
damages are determined and what further steps are done if payments are not received on
time.)
9.2. ACCEPTANCE/PERFORMANCE TEST
9.2.1 ESPL shall provide GHHL with Renewable Energy Certificates (REC) for the
electricity purchased that will enable GHHL to demonstrate its renewable energy
consumption and sustainability goals.
ARTICLE 10: TERMINATION
ESPL agrees that the Power Purchase Agreement could be terminated if there is an over or
below Consumption of electricity than that of the contractually stipulated electricity.( Not
Clearly stated the steps involved and the repercussions of terminating due to excessive or
insufficient electricity use.)
ARTICLE 11: MISCELLANEOUS
11.1. AMENDMENT

11.1.1. This Agreement may only be amended or supplemented by a written agreement

between the parties.
11.2. THIRD PARTY BENEFICIARIES

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11.2.1. This Agreement is solely for the benefit of the Parties and their respective successors
and permitted assigns and shall not be construed as creating any duty, standard of care or any
liability to, any party to this Agreement.
11.3. WAIVER
11.3.1. No waiver by either Party of any default or breach by the other Party in the
performance of any of the provisions of this Agreement shall be effective unless in
writing duly executed by an authorized representative of such Party.
11.4. CONFIDENTIALITY
11.4.1. The Parties undertake to hold in confidence this Agreement and not to disclose the
terms and conditions of the transaction contemplated hereby to third parties.
11.5. SEVERABILITY
11.5.1. The invalidity or unenforceability, for any reason, of any part of this Agreement
shall not prejudice or affect the validity or enforceability of the remainder of this
Agreement, unless the part held invalid or unenforceable is fundamental to this
Agreement.

IN WITNESS WHEREOF the Parties have caused the Agreement to be executed

through their duly authorized representatives as of the date and place set forth
above.

(Complete address of each party is not mentioned)

For and on behalf of General Manager

GHHL

Name, Designation and

Address

Mr. Shrikant Sharma

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 Name, Designation and
Address
For and on behalf of
Mr. Rajesh Sharma
ESPL
Chief Secretary
State of Punjab

Name, Designation and

Address

Mr. Vineet Mittal

Co – Founder and
Managing Director

For and on behalf of

PSPCL

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