The clarifications issued by GUVNL against the queries raised by the prospective bidders are as under:

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1 ADDENDUM II - Minutes of Pre-bid meeting held on 12 th March 2018 for 500 MW Wind Tender dated (Phase II). GUVNL has floated tender for procurement of 500 MW Wind Power through RFS dated (Phase II) with a Greenshoe option for procurement of additional 500 MW. A pre-bid meeting with the prospective bidders was held on 12 th March 2018 at GETRI, Vadodara in this regard. M/s CRISIL Risk and Infrastructure Solutions Limited who is consultant to GUVNL, made a presentation covering key bid parameters and other provisions of bid documents. Further, during the meeting, GUVNL addressed queries raised by prospective bidders. The clarifications issued by GUVNL against the queries raised by the prospective bidders are as under: Sr. 1 Maximum Bid Capacity Some of the bidders have suggested keeping a maximum cap of 125 MW per bidder in line with the SECI bidding documents with a view to have larger participation and reduce the risk of project execution of 500 MW by a single bidder. Clarification Power Plants with higher project capacity will be able to achieve economies of scale and the resultant lower cost of power will benefit the consumers of the State and enable the State to meet the RE target in cost efficient manner. IWTMA has suggested to introduce maximum cap of 20% of the bid size to have wider distribution of capacity amongst participating bidders. 2 Minimum Project Capacity Whether the minimum project capacity of 25 MW is individual capacity proposed at a single location / substation (to be declared in Table in Format 6.1 of RfS) or Cumulative capacity bidded by a single bidder. Clarification The minimum project capacity of 25 MW shall have to be the cumulative capacity of the Bidder considering all the locations.

2 3 Capacity Offered & Project Scope Whether project capacity can be within ± 5% as allowed in previous Bid? Yes, Project Capacity can be within ± 5% of the contracted capacity. However, necessary evacuation consent shall have to be arranged from GETCO / CTU. 4 Reverse Auction IWTMA has requested GUVNL to opt for transparent closed bidding process instead of e-reverse bidding as mostly adopted in other sectors in case of domestic bidding. 5 Clause shall have to choose the location(s) and sub-station(s) for their proposed Wind Power Project from the above list as amended / updated by GETCO from time to time. One of the requested to keep it open for the bidders to choose the substation as choosing from GETCO s list of location / substations will bring restriction and may not include good wind sites. The RE Sector has evolved manifold and the transition from FiT regime to Competitive Bidding regime and e- reverse auction clearly points to the growing maturity of the Indian RE Sector. In the past one year, SECI and many other States viz. Tamilnadu, Gujarat, Maharashtra, etc. have successfully concluded at least more than 10 auctions for Wind and Solar power procurement which is a clear sign of well-established and matured sector. Further, MoP Guidelines also provides for the option of e-reverse bidding for final selection of bidders. The list of substations provided by GETCO is an indicative list. may choose the location and/or substation in consultation with GETCO depending upon the capacity available for integration at GETCO s/s.

3 6 Applicability of STU (GETCO) Charges and losses In case of Projects connected through CTU Network, whether STU (GETCO) Charges and losses shall be to the account of? Can a bidder use the CTU / ISTS network, and if yes, then what is the withdrawal charge of GETCO? Or is there any GERC / GETCO circular. In case of Projects connected through CTU Network, the CTU Charges and losses upto GETCO Periphery (if any) shall be to the account of. The Delivery Point being GETCO Periphery, STU (GETCO) charges and losses shall be to the account of GUVNL. 7 Connectivity One of the has submitted that it is likely that the Successful Bidder might not have firm connectivity at their preferred location or there might not be adequate capacity available in the substation where they intend to develop their project. GUVNL / GETCO should arrange for connectivity to the Successful Bidder. The Bidder has sought clarity whether winning a bid entitle them to have connectivity and clarification in case where two Successful propose to develop their project at the same location and do not have any firm connectivity. Clause of the RfS clearly stipulates that the responsibility of getting grid connectivity with GETCO / CTU shall entirely be to the account of Successful Bidder and shall be at the cost of the Successful Bidder. The list of substations provided by GETCO is an indicative list. may choose the location and/or substation in consultation with GETCO depending upon the capacity available for integration at GETCO s/s In case the Successful quote their bids at the same location and/or sub-station, then the priority of allotment of s/s shall be done based on their ranking in Reverse Auction. Similar merit based ranking methodology shall be followed for Greenshoe option.

4 8 Normative transmission losses between Wind Farm Pooling Station and GETCO s receiving sub-station One of the has requested to remove the additional deductions for normative transmission losses since there is waiver of ISTS transmission charges and losses and keep same policy for both CTU & STU connected projects 9 RLMM Technology Many expressed concern that allowing the WTGs listed under RLMM updated until 7 months of PPA will restrict deployment of newer / advanced technology, better CUF%, better hub height, etc. Accordingly, in order to derive the benefits of latest technology and thereby cost efficiency, recommended allowing WTGs listed under RLMM list updated until COD. Clarification Irrespective of the Projects connected through CTU or STU Network, the Delivery Point shall be GETCO Periphery. Accordingly, the STU (GETCO) charges and losses shall be to the account of GUVNL. The normative transmission losses provided in the RfS are indicative line losses (between the Pooling stations and nearest GETCO s/s) for the projects proposed to be installed in existing / new Pooling Station and connected to GETCO. Since, as per prevailing practice, the metering is done at Pooling s/s, the delivered energy (GETCO Periphery) shall be arrived at by deducting the normative transmission losses mentioned in the Tender Documents, between Wind Farm Pooling Station and GETCO s receiving sub-station from the energy recorded at Pooling s/s. Considering the concern of majority of the, GUVNL shall allow usage of latest technology prevalent (listed under the RLMM list) until SCOD of the Project in line with SECI s Tranche IV Bidding documents. GUVNL shall make necessary amendments in the RfS and PPA in the provisions relating to RLMM technology.

5 10 Clause Definition of Chartered Accountant Chartered Accountant shall mean a person practicing in India or a firm whereof all the partners practicing in India as a Chartered Accountants Act, 1949; 11 Clause Capacity Allocation Under Greenshoe Option One of the has proposed following amendment to the definition in line with the SECI bid document. For bidders or its Parent, Affiliate or Ultimate Parent or any Group Company Incorporated in India, Chartered Accountant shall mean a person practicing in India or a firm whereof all the partners practicing in India as a Chartered Accountants Act, 1949; For bidders or its Parent, Affiliate or Ultimate Parent or any Group Company Incorporated in countries other than India, Chartered Accountant shall mean a person or a firm practicing in the respective country and designated / registered under the corresponding Statutes / laws of the respective country One of the has sought clarification regarding allocation of capacity under Greenshoe Option and stated that the priority to CPSU / GPSU may exhaust the capacity or take maximum allocation leaving little or no capacity for private players. One of the has proposed that the bid capacity may be revised to 800 MW Certificate of Chartered Account practicing in country other than India will not be accepted in this Tender. Offer of additional 500 MW capacity under Green Shoe option shall be at the discretion of GUVNL. It is to clarify that Non-participating Central PSUs / State PSUs / Govt. Controlled Organizations who express interest after the bidding will not be considered for capacity allocation under Greenshoe Option. Further, Successful cannot get

6 with 200 MW as Green Shoe option. Alternative proposal by the Bidder was to revise the total bid capacity to 1000 MW IWTMA has suggested revising the bid capacity to 1000 MW with additional 200 MW under Green Shoe option instead of keeping the provision of 100% capacity to be offered at L1 rate under Green Shoe Option in order to have wider bidding and discovery of tariff. additional capacity allocation under Greenshoe Option. Therefore the Private Players will get the option to tieup capacity under the Greenshoe Option after the Central PSUs / State PSUs / Govt. Controlled Organizations who have participated in the Bid. 12 Clause 3.4: Qualification Requirement One of the has requested to introduce requirement of having tie-up with OEMs for the project along with availability of necessary GEDA / GETCO approvals for project to be eligible under the Bid as per the technical criteria. IWTMA has requested that the should have prior (pre-bid) tie-up with manufacturers and the same should be declared in their bids with a condition not to change it post bidding. Such a criteria will support proper planning w.r.t. manufacturing and project activities. No Change Required 13 Clause Eligibility criteria (i) The Net-Worth of the Bidder One of the has requested to relax the cut-off date of to for Parent / Foreign - The cut-off date for Net Worth criteria shall be

7 or its Affiliate or Parent / Ultimate Parent for the financial year ended on shall not be less than INR 1.24 Crores per MW (of the capacity quoted)... Companies as their FY is Calendar Year. considered as or or as the case may be. GUVNL shall incorporate necessary amendment in the RfS in the provisions pertaining to Net Worth Certificate, Annual Accounts, etc. 14 Clause (RFS) The Successful Bidder shall not be entitled to deemed generation in case of any delay in grant of connectivity. 15 Clause 3.6.2: (RFS) Identification of 100% (hundred per cent) land at the time of bid submission. One of the have requested to delete Clause of the RfS stating that the Successful Bidder should be entitled to deemed generation in case of any delay in grant of connectivity since the same is on account of reasons beyond the control of the Successful Bidder. requested to relax / increase the timeline for 100% land identification at the time of financial closure instead of bid submission. One of the requested to allow achieving clear title and possession of at least 75% at the time of financial closure Clause of the RfS clearly stipulates that the responsibility of getting grid connectivity with GETCO / CTU shall entirely be of the Successful Bidder and shall be at the cost of the Successful Bidder. The clause is as per the Guidelines issued by MoP. It is to further clarify that identification of 100% of land is required at the time of bid submission, while, Ownership of lease hold and possession of 100% (hundred per cent) of the required land for the Project in the name of Wind Project Developer is required at the time of Financial Closure 16 Clause 3.7: Performance Bank Some of the have requested that PBG should be reduced to INR 20 lakhs No change required.

8 Guarantees per MW which would reduce the impact on Project Cost by unblocking the working capital. 17 Clause: 3.8 (ii) (RFS) Forfeiture of EMD.... (ii) In case, GUVNL offers to execute the PPA with the Selected Bidder and if the Selected Bidder does not submit the requisite documents or does not execute the PPA within the stipulated time period... AND Clause of RfS - Selection of In case of the last selected bidder, if the balance project capacity is less than the total project capacity mentioned by the bidder, (Note: It will be mandatory for the last selected Bidder to accept the last Project capacity offered by GUVNL, which may be less than the capacity quoted by him). raised concern that partial capacity below certain extent may not be viable especially in case of bigger size projects and requested that it should not be mandatory for them to accept the same and it should not be mandatory for the Last Successful Bidder to accept the capacity offered by GUVNL and they should be allowed first right of refusal for remaining capacity. Accordingly they suggested to modify the clause 3.1 Forfeiture of EMD as under:- The BG towards EMD shall be encashed by GUVNL in following cases: (i) If the bidder withdraws or varies the bid after due date and time of bid submission and during the validity of the bid; (ii) In case, GUVNL offers to execute the PPA with the Selected Bidder and if the Selected Bidder does not submit the requisite documents or does not execute the PPA within the stipulated time period, unless the capacity offered to the bidder by GUVNL is less than capacity bidded by the bidder. - In case the partial capacity offered to the last Bidder after completion of the e-ra is lower than 50% of the total quoted capacity by such Bidder, the Bidder shall have an option to refuse such offered partial capacity, and the BG against EMD submitted by such Bidder shall be returned along with those of the Unsuccessful. Further, in case if it is greater than or equal to 50% of the total quoted capacity by such Bidder, then it shall be mandatory for the last Bidder to accept such partial capacity offered against its quoted capacity. In case the last Bidder refuses to accept such partial capacity offered by GUVNL, the BG against EMD submitted by such Bidder shall be encashed by GUVNL. GUVNL shall incorporate necessary amendment in the above provisions in the RfS

9 18 Clause (i) of the RfS and Article 3.1 (iv) (a) Criteria for generation Annual declared CUF% Some have requested for option to provide different CUF for different sites and not single CUF for entire capacity as project can be at multiple locations. shall have the discretion to indicate either single CUF% for the entire capacity of the Project OR may choose to provide different CUF% for different locations. While, there were many other who opined that a single CUF considering the weighted average CUFs of various locations at which they intend to set up the Project may be allowed. CUF% band variation Prospective have expressed problems regarding declaring annual CUF for the Project especially due to variability in wind pattern as the seasonal cycle in India is dominated by the South Asian Monsoon. have requested to provide flexibility in the provisions pertaining to CUF. Some have proposed that either the band of +10% & -15% (first 10 years) and -20% (11th to 25th year) may be removed and power generated should be purchased at PPA tariff. Alternatively, they suggested revising the annual declared CUF on yearly basis or at an interval of 5 years or maximum 5 times during the tenure of PPA. GUVNL shall incorporate necessary amendment in the Format of Covering Letter enclosed in RFS and Schedule 4 of PPA. As regard to the band of CUF%, no change required.

10 19 Clause (ii): (RFS) Shortfall in Generation: 20 Clause (iii) Excess Generation: One of the has expressed difficulty in generating energy corresponding to CUF stating that unlike Solar, wind has huge variations which affect generation by ±40%. The clause (ii) regarding shortfall in generation to be procured by 75% of PPA tariff may entail to build in a risk mechanism and thereby higher tariff. Accordingly, Bidder has requested to delete clause (ii). One of the has requested to delete clause (iii) of the RfS for procurement of excess generation beyond 10% of declared annual CUF a@ 75% of PPA tariff stating that the tariffs through bidding process are highly competitive and a 25% discount for excess generation is unjustifiable. No Change Required The Clause is as per the Guidelines issued by MoP. No Change Required: The Clause is as per the Guidelines issued by MoP. 21 Clause (v) Offtake Constraints Due to Back down Generation Compensation = 50% x [(Average Generation during the month corresponding to the capacity backed down) PPA tariff When backing down is arising not for security of Grid, equipment, personnel or other such conditions, compensation should be given at 100% of the PPA No Change Required The Clause is as per the Guidelines issued by MoP.

11 22 Clause 3.10: (RFS) Financial Closure or Project Financing Arrangement: In The Successful Bidder shall report tie-up of Financing Arrangements for the Project(s) within 7 months from the date of execution of PPA. Some of the have requested to increase the timeline for financial closure from 7 months to 9 12 months considering the difficulties that WPDs face in procuring land, meeting other conditions of Financial Closure. No Change Required: The Clause is as per the Guidelines issued by MoP. 23 Change in location Clause 3.10 B (vii) of RfS have sought clarification whether bidder is allowed to change the location of project after bid submission and/or signing of PPA, if yes, till what period bidder is allowed to change the location of project? One of the bidders have requested that change in project locations may be allowed to be changed only once and only upto the timeline for achievement of Financial Closure Clarification are allowed to change the location(s) upto Seven (7) months from the date of execution of PPA subject to the condition that the timelines for commissioning i.e. the SCOD shall not be changed and consequences of delay in commissioning shall be solely on the account of the Clause 3.10 B (vii) of the RfS shall be modified and replaced as under: For avoidance of doubt, it is hereby clarified that change in location shall be allowed upto Seven (7) months from the date of execution of PPA subject to the condition that the timeline for commissioning i.e. SCOD shall not be changed and consequences of delay in commissioning shall be solely on the account of bidders.

12 24 Clause : Part Commissioning 25 Clause Early Commissioning One of the has requested for reduction to 10 MW plus sizes so as to enable IPPs to become competitive so that the CAPEX can initiate generation of electricity and thereby can reduce Project IDC. Some other requested to allow part commissioning on per WTG basis prevalent under FiT regime as the erection is completed for each WTG separately. have expressed that setting up of Wind Projects involves large area of land, RoW for WTG locations, internal / external roads, HV EHV electrical lines & Poling s/s etc which has a lot of uncertainties which cannot be accurately predicted beforehand. Accordingly, have requested to procure power at 100% of PPA tariff instead of 75% of PPA Tariff in case of early commissioning. No Change Required: The Clause is as per the Guidelines issued by MoP. No Change Required The Clause is as per the Guidelines issued by MoP. 26 Clause Penalty for delay in commissioning Some of the referred to amendments in SECI s latest bidding documents and requested GUVNL to amend the penalty for tariff reduction from 0.5 paisa / kwh / day to 0.15 paisa / kwh / day in case of delay in Clarification It is essential to discourage non-serious players and take punitive actions as a disciplinary measure to ensure timely completion of project.

13 commissioning of the project beyond 6 months from SCOD. 27 Clause 3.15 (11) (iii) Instruction to : Inconsistency in the clause pertaining to providing certificate of shareholding of the bidding company at Clause 3.15 (11) (iii) & (iv) ~ One providing for 30 days and other providing for 2 weeks time. Clause 3.15 (11) (iii) shall be modified and replaced as under: A certificate of shareholding of the bidding company, its Parent and Ultimate Parent (if any), duly certified by a practicing Chartered Accountant / Company Secretary as on a date within 30 days prior to the last date of bid submission. 28 Clause 3.15 (9) - Tie-up of Financing Arrangements for the projects within 7 months from the date of issue of LoA. Inadvertent error Clause 3.15 (9) shall be modified and replaced as under: Tie-up of Financing Arrangements for the projects within 7 months from the date of execution of PPA 29 Clause 3.22: Right of GUVNL to reject a bid One of the have suggested that there should be defined conditions for rejection of bids and such rejection should not happen after winning the bid. No change required. The bid inviting entity reserves the right to accept or reject the bid(s) and to annul the bidding process and reject all the bids without assigning any reasons. If GUVNL finds lack of competition, arbitrary / unreasonable prices, etc. GUVNL may reject the bid(s) and/or annul the process and opt for re-tendering, if required.

14 30 Clause 4.3.2: Total eligible bidders for reverse auction shall be decided as mentioned below: 31 Clause (iv) - During Reverse Auction, the bidder shall not have the option of changing the total project capacity while quoting tariff during reverse auction 32 Clause 4.3: Extension of time in e-ra The initial auction period will be In the table provided under Clause of RfS, the bidders invited for RA shall be 0.8*St which means that first 80% of the bidders on the basis of their start price shall be invited for RA. It is requested to remove such conditionality of rejection as the reverse auction is independent of the start price and the prices discovered till date have been only market driven. Allowing all technically qualified bidders to participate in e-ra will bring in more competition and provide attractive tariffs to the GUVNL. Some of the referred to MSEDCL s recent wind tender and accordingly requested to allow amending their project capacity during the reverse auction as this will bring in more competition during e-ra. Further, in case of upward amendment in the project capacity and in case the bidder becomes successful, GUVNL may ask the bidder to submit additional EMD within 10 days of conclusion of reverse auction. The extension time for reverse auction is 5 min as per RfS. If a bidder is in Red Zone bucket, then is he allowed to The criteria / formula have been framed to ensure competition and so that the bid in a prudent manner. Allowing all technically qualified bidders to be eligible for e-ra might lead to quoting of unrealistic prices by the while quoting their initial price bids. Clarification Altering bid capacity during the ongoing biding / reverse auction will defeat the purpose of Competitive Bidding. Therefore the shall not be allowed to change their quoted capacity during reverse auction. Hence, No Change Required For auto-extension of reverse auction, the bidder in the red zone will have to change his bid price within 5

15 of 30 minutes (thirty minutes) with a provision of auto extension by five minutes from the scheduled / extended closing time if any fresh bid is received in last five minutes of auction period or extended auction period. change the tariff? minutes of the receipt of the last bid in such a manner that he falls in the green / orange zone. In case no valid bid is received (affecting the bucketfilling) during last five minutes of auction period or extended auction period, then the reverse auction process will get closed. 33 Annexure B: List of Banks (RFS) As the bid submission date is 2 nd April, 2018, have requested to clarify about the eligibility of BGs issued by the banks enlisted under Annexure B. As per Finance Dept. GR EMD/10/2016/328/DMO, GUVNL can accept Bank Guarantees issued by All Nationalized Banks including Pvt Sector Bank IDBI Bank and Pvt Sector Banks viz. Axis Bank, HDFC Bank & ICICI Bank on permanent basis. 34 Preamble of PPA Some of the intending to develop Projects connected through CTU network have stated that as per the conditions of MoP, GoI s waiver of ISTS transmission charges and losses, the waiver is applicable only for the projects awarded through competitive bidding and for entering into PPAs with entities / DISCOMs for compliance of RPPO. Further, Guarantees issued from the list of Banks mentioned at (B) in the Annexure B before will also be accepted. GUVNL shall make necessary modification in the preamble of the PPA.

16 Accordingly, they have requested to mention / cite reference of for compliance of RPPO in the PPA. 35 Definition of Delivered Energy in PPA One of the has requested to change the definition of Delivered Energy stating that in case of net import of energy, the Power Producer should be charged at PPA tariff ant not at HT Temporary Tariff since it would be unfair to pay charges of import of energy higher than the PPA tariff. Clarification The rider is pertaining only in case of net import of energy by the WPD during a month. Accordingly, in case the WPD draws power from the grid the charges applicable shall be at HT Temporary tariff. Hence, no change required 36 Article of the PPA Notice for synchronization and commissioning RfS Clause 3.13 states that Power Producer is required to give 10 days notice to GUVNL while PPA Section states that Power Producer is required to give 30 days notice to GUVNL of the date on which it intends to synchronize the Power Project to the grid system. It is to clarify that as per the provisions of RfS and PPA the Power Producer has to give (1) 30 days written notice to the SLDC & GUVNL of the date on which it intends to synchronize the Power Project to the Grid System and (2) 10 days advance written notice to GUVNL regarding the Commercial Operation Date. The same has been adequately provided at PPA Article and Article 2 Definition of COD & RfS Clause 3.13 respectively. 37 Article 6.5 of the PPA Payment Security One of the have recommended the following: a) LC value - should be equivalent to 6 months GUVNL has already incorporated the provision of establishing Letter of Credit equivalent to one month s

17 b) Escrow Mechanism - In case of repeat failure (3 times), State / Central Govt liable to pay c) Interest for delay payment automatic average billing. Further, provision of late payment surcharge is also there in the PPA document. Besides, considering the fact that GUVNL has excellent track record of making timely payment(s) by availing rebate on prompt payment prior to due date, GUVNL does not require to keep additional provisions as suggested. 38 Article 9.2 of the PPA Change in Law Change in law provision under the PPA which provides for relief for 1% of increase or decrease of the estimated revenue may be further clarified for the impact beyond 1 %. Clarification It is very much likely that allowing all actual impacts dues to any change in taxes, duties, etc may become a tool for seeking tariff revision and result into litigations / Petitions. It should be at actual due impact of such change in law due to any change or introduction of new taxes / duties / levies etc. Further, it might create uncertainty in tariff to DISCOMs and/or end consumers as the scope of change in law is too wide creating ambiguity to figure out the implications related thereto. GUVNL has therefore kept the Change in Law clause in line with the GUVNL s earlier wind and solar tenders covering only the Change in Law resulting into additional tax, duty, cess, etc on generation of electricity (leviable on the final output in form of energy) or sale of electricity to be pass through. Any other post-bidding increase in costs should be risk factored by the WPG and the same shall not be

18 allowed as pass-through unnecessarily increasing the uncertainty and burden on end consumers. 39 Article Force Majeure Events Heavy rains should also be included as Act of God since this has an impact on the overall Project timelines. Article 8.1 a (x) already provides that exceptionally adverse weather conditions which are in excess of the statistical measure of the last hundred (100) years are already covered under Force Majeure. 40 Approval of GERC One of the has questioned whether GUVNL has taken approval for the tender from GERC or not. In accordance with the guidelines dated , GUVNL has initiated this tender under intimation to GERC. Further, upon successful completion of the bidding process, GUVNL shall approach GERC for adoption of tariff and approval of process. 41 Revised list of substations for RE Integration The revised list of GETCO s substations for RE integration is placed on GETCO s website and may be accessed through following link:-