BEFORE THE NATIONAL elECTRIC POWER REGULATORY AUTHORITY APPLICATION FOR GENERATION LICENCE IN RESPECT OF 50 MW WIND POWER PROJECT IN JHIMPIR, DISTRICT THATTA, PROVINCE OF SINDH, PAKISTAN Dated: 25.05.2017 Filed for and behalf of: LAKESIDE ENERGY (PR VATE) LIMITED Through: RIAA BARKER GILLETTE 68, NAZIMUDDIN ROAD, F-8/4, ISLAMABAD UAN: (051) 111-LAWYER WEBSITE: www.riaabarkergillette.com 31.05.2017 Registrar National Electric Power Regulatory Authority NEPRA Tower, Ataturk Avenue (East), Sector G-5/1 Islamabad, Pakistan. SUBJECT: APPLICATION FOR GRANT OF GENERATION LICENCE I, Brigadier (Retired) Tariq Izaz, Chief Operating Officer, being the duly authorized representative of Lakeside Energy {Private} Limited by virtue of a board resolution dated 15.01.2017, hereby to the National Electric Power Regulatory Authority {NEPRA} for the grant of a generation licence to pursuant to section 15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. I certify that the documents-in-support attached with this application are prepared and submitted in conformity with the provision of National Electric Power Regulatory Authority (NEPRA) Licensing (Application and Modification Procedure) Regulations, 1999, and undertake to abide by the terms and provisions of above-said regulations. I further undertake and confirm that the information provided in the attached documents-in-support is true and corrected to the best of my knowledge and belief. A pay order in the sum of Rupees Three Hundred Thousand Three Thirty Six (PKR 300,336/-), being the non-refundable application processing fee calculated in accordance with Schedule-ll to National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, is also attached herewith. Brigadier zaz Chief Operating 0 fleer Lakeside Energy (Private) Limited " . APPLICATION FOR THE GRANT OF A GENERATION LICENSE UNDER SECTION 15 OF THE ACT AND REGULATION 3 OF THE AMP REGULATIONS 1. NEPRA's Participation in the Process 1.1. Section 15 of the Regulation of Generation, Transmission, and Distribution of Electric Power Act, 1997 (the "Act") provides, inter alia, that: "(1) No person except under the authority of a license issued by the Authority under this Act and subject to the conditions specified in this Act and as may be imposed by the Authority, construct own 01' operate a generation facility. (2) An application for the grant of a license f01' a generation facility shall specify- (i) the type of facility for which the license is applied; (ii) the location of the qeneration facilitu; and (iii) the expected life of the qeneration faciliti;" 1.2. Furthermore, Regulation 3 of the National Electric Power Regulatory Authority (Application and Modification Procedure) Regulations, 1999 (the "AMP Regulations") provides that an application for a license shall be made in the form specified in the AMP Regulations and further enumerates the documents required • ' to be submitted to the Authority along with the requisite application. 1.3. This Application for the grant of a generation license is made pursuant to Section 15of the Act and Regulation 3 of the AMP Regulations (this "Application"). 2. Introduction of the Applicant/Sponsor 2.1. As required under the Section 24 of Act Lakeside Energy (Pvt.) Limited (the "Applicant" or the "Company" or the "Project Company") is a private limited company incorporated under the Companies Ordinance, 1984, to act as a special purpose vehicle (the "SPV") and develop a 50 MW wind power generation facility located at Jhimpir, district Thatta Sindh (the "Project"). The constitutive " , documents, other pertinent details of the Applicant and description of the Project are annexed herewith as Annex- A hereto. Pmject Sponsors 2.2. By way of background and introduction, Naveena Exports Limited (NEL) and Alkaram Textile Mills Pvt. Ltd. (AKTM) (the "Sponsors") are pursuing development of a 50 MW wind power project in order to assist Pakistan overcome its current energy crises. Naveena Group was formed in 1967, as an embroidery unit. Since then it has grown to become one of the leading manufacturers of yarn and fabric in Pakistan. The group has expertise in producing both blended and 100% cotton fabrics, which includes fabric, twills, drills, duck, satin, and dobby, 2·3· The group's current production capacity allows it to produce 42 million lbs of yarn per annum along with 50 million meters of fabric per annum. The group had an annual turnover of Rs. 9,197,340 in 2014. Their total assets amounted up to Rs. 11,180,461 whereas net assets equaled to Rs. 4,906,471 that year. Naveena's major customers include: Levi's, GAP, Next, ,JCPenny and Jordache. Alkararn Textile Mills Pvt. Ltd. was founded in 1986 as a vertically integrated textile mill having expertise in spinning, weaving, processing & printing, cone dyeing and stitching. It also has self- generated power. The Group's current production capacity allows it to produce 1,360 tons of cotton and blended yarn per month and has one of the largest weaving capacities of dyed fabric in Pakistan. The group had an annual turnover of Rs. 17,253,157 in 2014. Their total assets amounted up to Rs. 13,826,825 whereas net assets equaled to Rs. 2,970,250 that year. Alkararn's major customers include: Carrefour, Kohl's, Macy's, Walmart, Ikea and West Elm. As such, the Applicant is interested in setting up a Wind Power Project of 50 MW capacity in Jhimpir, Sindh, Pakistan . • 3. 111eProject Overview 3.1 Project Company 3.1.1 The Company is developing its Project under the NEPRA Upfront Tariff regime. The Letter Of Intent (the "LOI") has been awarded by Energy Department, Government of Sindh (the "EDGOS") to the Applicant dated 24 July, 2015. The Project Company is diligently working towards the early implementation of the Project. The construction of 50 MW wind power plant on Double Fed Induction Generator technology will take approximately 15 months from the issuance of notice to proceed to the project contractors, so that plant commissioning is expected within 18 months after Financial Close. The LOI for this Project is annexed as Annex-J hereto. 3.2 Issuance of "Letter of Intent" 3.2.1 The project development phase has recently started after getting the Letter of Intent (LOI) from EDGOS on 24 July, 2015. 3.2.2 Although the Applicant will opt for the Upfront Tariff and as such all risks associated with the Project are to be borne by the Applicant, nevertheless, the Company has undertaken various studies to assess the feasibility of the Project. These studies inter alia include the following: a. Wind resources assess men t; b. Geo technical investigation; c. Digital topographic map; d. Initial environmental examination; and e. Grid interconnection study. A complete feasibility study is annexed as Annex-H hereto. 4. Power Purchaser The electricity generated from this Project would be supplied to NTDCjCPPAG The power generated by the Project will be sold for the term of 20 years under the standard Energy Purchase Agreement (the "EPA") starting from commencement of commercial operations . .' 5.1. The proposed Project site is located at Jhimpir, District Thatta, Province of Sindh, Pakistan (the "Site"). The Site proposed for the implementation of the Project has been selected by considering the following: a. Location in the wind corridor; b. Wind conditions at the Site; c. Topographic conditions; d. Site accessibility; and e. Location of the grid with reference to the Site for interconnection. 5.2. The site is located within the wind corridor identified by AEDB and the land has been allotted by the GOS to the project sponsors. The site is located in Jhimpir, District Thatta, Sindh, which is one of the most promising areas where wind power projects can be viably installed. The Project site is located 110 km from Port Qasim Karachi with easy road access. 5.3. Lakeside Energy (Pvt.) Ltd is the Project Company for a 50 MW Wind Power Project to be located in Jhimpir District Thatta, Sindh that is towards the East of Karachi. The National Highway and Superhighway are the major connecting roads to the Project site, having a distance of approximately 110 km from Port Qasirn. The wind farm Project is located in .Ihimpir, which is located approximately 120 km from Karachi, Pakistan's commercial hub and main coastal/port city. The Project site consists of approximately 345 acres of land, which was allocated by the GOS to the Applicant. The Jhimpir wind corridor is identified as a potential area for the • development of wind power projects. The overview of the project site is shown in the figure below: • , ,_ 5-4. The Project Site is exposed to very strong westerly winds, wind data analysis of the area suggests that, 80% wind blows from the south west direction. The terrain of the area is flat with small change in altitude. The proposed site lies under roughness class 1.5 as there is low vegetation. 'I11esite is easily accessible through metallic roads. The ground is hard and rocky; the subsurface soil also includes clay and silt. 5·5· The proposed wind farms lies on a flat inland area with hard and rocky ground conditions. The site would be categorized as inland wind development as opposed to offshore/coastal wind project development (which is more difficult to develop due to tides and soft subsoil clay). The general terrain at the site can be described as simple and flat terrain. Internal access roads are the roads connecting the single wind turbine locations with each other and the external access roads and grid station would be constructed during the civil works of the wind farm . S. NtJ, Latlturle ' ..:'''.~i:1 ~. .'LtJt1gUud~, '. y, .- ~':,?7b,4~'~,;¢:3:',§.,I.\y -. .,. • Wind Farms Layout at the Project Site The wind farms site is in long and narrow in shape, the topography is relatively flat and the elevation above sea level is approximately lOS-160m.