Share Subscription, Operation and Virtual Net Metering Agreement

Y2 SOLAR, a sole proprietorship concern of Shri Nitin Kumar, bearing GSTIN 07BUUPK6775P1ZC and PAN BUUPK6775P, having its principal place of business at B-17 Ramdutt Enclave, Old Pankha Road, Uttam Nagar, New Delhi 110059 (hereinafter “Y2 Solar”, which expression includes the proprietor, his legal heirs, successors in business, and any company or limited liability partnership to which the business is transferred, and permitted assigns), of the One Part;

The person whose name, address, electricity connection details and share particulars are set out in Schedule 1 (hereinafter the “Subscriber”, which expression includes the Subscriber's legal heirs, executors, administrators and permitted assigns), of the Other Part.

Y2 Solar and the Subscriber are each a “Party” and together the “Parties”.

A.Y2 Solar is engaged in the design, supply, installation, commissioning, operation and maintenance of solar photovoltaic generating systems in the National Capital Territory of Delhi.

B.The Delhi Electricity Regulatory Commission has, by its Group Net Metering and Virtual Net Metering Guidelines as amended (including the Seventh Amendment notified on 20 January 2026), permitted a consumer to receive, as credits on that consumer's own electricity bill, the energy generated by a solar generating system located elsewhere within the area of supply of the same distribution licensee.

C.Y2 Solar has secured, or proposes to secure, the right to install and operate a solar generating system on the roof of the premises described in Schedule 1 (the “Host Premises”) under a separate agreement with the owner or occupier of those premises (the “Host”).

D.The Subscriber is a consumer of the distribution licensee named in Schedule 1, does not have a roof suitable or available for a solar installation, and wishes to purchase solar photovoltaic modules forming an identified part of that generating system and to have the energy attributable to them credited against the Subscriber's own electricity consumption.

E.The Subscriber acknowledges that the Subscriber is purchasing generating capacity for the Subscriber's own consumption, and is not investing in any scheme, security, fund or arrangement for profit, income, yield or return.

F.Y2 Solar has agreed to sell the Panels to the Subscriber and to provide the Services on the terms set out below, and the Subscriber has agreed to purchase them on those terms.

1.1In this Agreement, unless the context requires otherwise:

(a)“Agreement” means this agreement together with its Recitals and Schedules, each of which forms an integral part of it.

(b)“Balance of System” means every part of the Plant other than the Panels, including the inverters, mounting structure, cabling, combiner boxes, earthing, protection equipment, monitoring hardware, communication equipment, the generation meter and all civil works.

(c)“Booking Amount” means ten per cent (10%) of the Subscription Price, payable under Clause 4.

(d)“Capacity Fee” means the monthly fee payable under Clause 9 for roof rent, operation, maintenance, insurance and monitoring, being ₹200 per kW of the Share per month at the Commissioning Date, escalating as provided in Clause 9.3.

(e)“Processing Fee” means the one-time fee payable under Clause 4.7 for the generation meter and its installation, the stamping and registration of the lease deed for the Host Premises, and the documentation and regulatory filings made in the Subscriber's name, being ₹2,000 per kW of the Share.

(f)“Commissioning Date” means the date on which the Plant is energised and the distribution licensee has approved the virtual net metering arrangement for the Plant, as certified by Y2 Solar in the commissioning certificate issued to the Subscriber.

(g)“Contract Year” means each period of twelve consecutive months beginning on the Commissioning Date and on each anniversary of it.

(h)“DISCOM” means the distribution licensee named in Schedule 1 in whose area of supply both the Host Premises and the Subscriber's Connection lie.

(i)“Deemed Generation” has the meaning given in Clause 12.4.

(j)“Force Majeure Event” has the meaning given in Clause 26.

(k)“Guaranteed Generation” has the meaning given in Clause 12.1.

(l)“Net Subscription Amount” means the Subscription Price actually paid by the Subscriber less any Subsidy actually received or receivable by the Subscriber.

(m)“Panels” means the solar photovoltaic modules identified by make, model, wattage and serial number in Schedule 1, being the modules sold to the Subscriber under this Agreement, and including any modules substituted for them under Clause 3.5, Clause 3.6 or Clause 15.3.

(n)“Plant” means the entire solar photovoltaic generating system installed at the Host Premises, of which the Panels form part.

(o)“Services” means the operation, maintenance, insurance, monitoring, regulatory filing and credit-administration services described in Clauses 10 and 11.

(p)“Share” means the Subscriber's capacity in the Plant, expressed in kW and stated in Schedule 1, represented by the Panels.

(q)“Subscriber's Connection” means the electricity connection bearing the CA number stated in Schedule 1 against which the credits are to be applied.

(r)“Subscription Price” means the price payable for the Panels, as stated in Schedule 1. The installation and integration of the Panels into the Plant is not separately charged and forms part of the Services covered by the Capacity Fee.

(s)“Subsidy” means any central or state capital subsidy, including under the PM Surya Ghar Muft Bijli Yojana, in respect of the Share.

(t)“Term” has the meaning given in Clause 18.1.

(u)“Unit” means one kilowatt-hour (kWh).

1.2Headings are for convenience only and do not affect interpretation. References to a Clause or Schedule are to a clause of, or schedule to, this Agreement. The singular includes the plural. A reference to a statute or regulation includes any amendment or re-enactment of it. “Including” means including without limitation. A day means a calendar day, and a reference to ₹ is to Indian Rupees.

1.3If there is any inconsistency between the body of this Agreement and a Schedule, the body prevails, except in respect of the commercial particulars stated in Schedule 1, which prevail.

2.1This Agreement is a contract for (a) the sale of goods, being the Panels, and (b) the provision of the Services. It is not, and shall not be construed as, an investment scheme, a collective investment scheme, a deposit, a security, a partnership, a joint venture, a trust or an agency.

2.2The Subscriber acknowledges and agrees that:

(a)the benefit the Subscriber derives under this Agreement is a reduction in the Subscriber's own electricity bill through energy credits, and not any payment of money, profit, income, yield, dividend or return by Y2 Solar;

(b)no representation has been made by Y2 Solar or by any person on its behalf as to any rate of return, internal rate of return, yield, appreciation in value, or any profit of any kind;

(c)the Share has been sized by reference to the Subscriber's own historical electricity consumption and shall not exceed one hundred and twenty per cent (120%) of it, computed as set out in Schedule 1;

(d)the Subscriber is purchasing the Panels for the Subscriber's own consumption of the energy they generate, and not for resale, trading or distribution to any third party; and

(e)any estimate, illustration, calculator output, brochure, projection or savings figure shown to the Subscriber before execution is an indicative estimate only, is expressly not a warranty, and is superseded by this Agreement.

2.3The Subscriber shall not describe, market, offer or transfer the Share, or any interest in it, as an investment, a security or an income-producing instrument.

3.1Y2 Solar agrees to sell, and the Subscriber agrees to purchase, the Panels constituting the Share, at the Subscription Price and on the terms of this Agreement.

3.2The Share is allotted in whole modules. Where the capacity selected by the Subscriber does not correspond to a whole number of modules, the Share shall be rounded to the nearest whole module and the Subscription Price adjusted accordingly, and Schedule 1 shall record the capacity actually allotted.

3.3The allotment of the Share is subject to capacity remaining available in the Plant at the time the Booking Amount is received. Capacity is allotted in the order in which cleared funds are received. Where capacity is not available, Y2 Solar shall, at the Subscriber's option, allot capacity in another project in the same DISCOM area or refund the Booking Amount in full within fourteen (14) days, and Y2 Solar shall have no further liability.

3.4Y2 Solar may hold capacity for a Subscriber who has commenced but not completed a booking for a period of twenty-four (24) hours, after which the hold lapses automatically and the capacity is released for sale.

3.5The Subscriber shall not be entitled to any specific module by physical identification save as recorded in Schedule 1, and Y2 Solar may substitute a module of equal or higher wattage and equivalent or better specification, recording the substitution in the Subscriber's account.

3.6Y2 Solar may, at any time before the Commissioning Date and on written notice to the Subscriber, allot the Share in another solar generating system of Y2 Solar within the area of supply of the same DISCOM, of the same project type (subsidy or non-subsidy) and of equivalent or better specification, in place of the Plant named in Schedule 1. On such re-allotment the Subscription Price, the Processing Fee, the Capacity Fee, the Term and every other term of this Agreement remain unchanged, no additional amount is payable by the Subscriber, the substitute system becomes the Plant for the purposes of this Agreement, and Schedule 1 is amended accordingly. The Subscriber consents in advance to such re-allotment and to the consequential DISCOM filings, which Y2 Solar shall make at its cost. The period in Clause 5.1 is not extended by a re-allotment.

4.1The Subscription Price is payable in three instalments:

4.2Time is of the essence in respect of each payment. All payments shall be made to the bank account notified by Y2 Solar and shall be free of any deduction or set-off save any tax required by law to be deducted at source, in respect of which the Subscriber shall furnish the certificate within the statutory period.

4.3Any amount not paid when due shall carry interest at eighteen per cent (18%) per annum, calculated on a daily basis from the due date until payment, without prejudice to Y2 Solar's other rights. Any amount payable by Y2 Solar to the Subscriber under this Agreement, including a shortfall payment under Clause 12.6, a refund or a buy-back price, that is not paid by its due date shall likewise carry interest at eighteen per cent (18%) per annum, calculated on a daily basis from the due date until payment.

4.4The Booking Amount is adjusted against the Subscription Price. Where the Subscriber withdraws, cancels, fails to pay a subsequent instalment or otherwise does not proceed, for any reason other than the reason stated in Clause 5.2, the Booking Amount and the Processing Fee are dealt with as follows:

(a)Cooling-off. Where the Subscriber gives written notice of cancellation within seven (7) days of the date of this Agreement, Y2 Solar shall refund the Booking Amount and the Processing Fee in full, less only the payment gateway charges actually incurred, within fourteen (14) days of the notice.

(b)Before installation. Where the notice is given after the cooling-off period and before Y2 Solar issues the installation completion notice, Y2 Solar shall refund the Booking Amount and the Processing Fee less (i) the costs actually incurred by Y2 Solar on the Subscriber's Share, including DISCOM and subsidy filing fees and stamp duty paid, and (ii) a cancellation charge of ₹2,500 per kW of the Share, within thirty (30) days of the notice.

(c)After installation. Where the notice is given after the installation completion notice, or the Subscriber fails to pay an instalment when due, the Booking Amount and the Processing Fee are not refundable, and Clause 4.5 applies.

(d)The deductions in this Clause are a genuine pre-estimate of Y2 Solar's loss at each stage and not a penalty.

4.5Where an instalment remains unpaid for fifteen (15) days beyond its due date, Y2 Solar may, after giving seven (7) days' written notice, terminate this Agreement, forfeit the Booking Amount, refund the balance of amounts received after deducting the Booking Amount, interest accrued, and any costs directly incurred on the Subscriber's Share, and re-allot the capacity. Deductions under this Clause are a genuine pre-estimate of loss and not a penalty.

4.6The Subscriber shall register an electronic mandate (autopay) for the Capacity Fee before the Commissioning Date and shall keep it valid throughout the Term.

4.7The Subscriber shall pay the Processing Fee of ₹2,000 per kW of the Share, once, together with the Booking Amount and in the same payment. The Processing Fee is inclusive of goods and services tax at the rate applicable at the date of this Agreement.

4.8The Processing Fee covers the generation meter and its installation, the stamp duty and registration charges on the lease deed for the Host Premises, the preparation and execution of this Agreement including the stamp duty payable on it, and the applications, filings and documentation made with the DISCOM and with any subsidy authority in the Subscriber's name. No further charge shall be made to the Subscriber for documentation at any stage of the Term.

4.9The Processing Fee forms no part of the Subscription Price. It is not adjusted against any instalment, is not taken into account in the Net Subscription Amount, and accordingly does not form part of the buy-back value computed under Clause 17.2.

4.10The Processing Fee is refundable only as provided in Clause 4.4 and Clause 5.2.

5.1Y2 Solar shall use reasonable endeavours to commission the Plant within one hundred and twenty (120) days of the date of this Agreement.

5.2If the Plant is not commissioned within one hundred and twenty (120) days of the date of this Agreement, the Subscriber may, by written notice given within thirty (30) days after the expiry of that period, terminate this Agreement, whereupon Y2 Solar shall refund all amounts received from the Subscriber, including the Booking Amount, in full and without interest, within thirty (30) days of the notice. Y2 Solar shall in addition pay the Subscriber compensation of ₹500 per kW of the Share. That refund and compensation are the Subscriber's sole and exclusive remedy for delay in commissioning.

5.3The period of one hundred and twenty (120) days shall be extended, day for day, by any period of delay caused by: a Force Majeure Event; delay by the DISCOM in granting technical feasibility, sanction, net metering or virtual net metering approval; delay by any government authority in granting a permission, subsidy registration or inspection; delay attributable to the Host; delay attributable to the Subscriber, including failure to furnish documents; any judicial or regulatory order; or any period during which an instalment due from the Subscriber remains unpaid.

5.4If the Subscriber does not give notice under Clause 5.2 within the period stated, the right to terminate under that Clause lapses and this Agreement continues.

5.5Y2 Solar may terminate this Agreement by written notice at any time before issuing the installation completion notice where (a) the Plant has not been subscribed to the minimum level stated in Schedule 1 within ninety (90) days of the first booking in it, (b) the Host arrangement for the Host Premises terminates or cannot be concluded, (c) any permission, sanction or approval required for the Plant is refused, or (d) the landed price of the modules for the Plant at the time of procurement exceeds, by more than ten per cent (10%), the module price on which the Subscription Price was fixed, as evidenced by Y2 Solar's supplier quotations. On such termination Y2 Solar shall, within fourteen (14) days, refund all amounts received from the Subscriber in full and pay compensation of ₹500 per kW of the Share, and shall have no further liability.

6.1Title to and property in the Panels passes to the Subscriber on receipt by Y2 Solar of the entire Subscription Price in cleared funds, and not before. Risk in the Panels remains with Y2 Solar throughout the Term, and Y2 Solar shall insure them as provided in Clause 10.4.

6.2The Panels remain the property of the Subscriber for the whole of the Term. Y2 Solar does not acquire, and shall not claim, ownership of the Panels at the end of the Term or at any other time, except where the Subscriber transfers them to Y2 Solar under Clause 17 or Clause 19.

6.3The Balance of System is and remains the property of Y2 Solar at all times. The Subscriber has no right, title or interest in the Balance of System, in the Host Premises, in the roof, or in any lease, licence or other right held by Y2 Solar in relation to the Host Premises.

6.4The Subscriber's ownership of the Panels is subject to this Agreement, and in particular to Y2 Solar's exclusive right to possess, operate, maintain, insure, relocate and administer the Panels as part of the Plant for the whole of the Term.

6.5The Subscriber shall not create any mortgage, charge, pledge, hypothecation, lien or other encumbrance over the Panels, and shall not sell, assign or part with them, otherwise than in accordance with Clause 16 or Clause 17. Any purported encumbrance or transfer in breach of this Clause is void as against Y2 Solar.

6.6Y2 Solar shall have a contractual lien over the Panels, and over any proceeds of their sale, for all amounts due and unpaid by the Subscriber under this Agreement, and may withhold delivery under Clause 19 until those amounts are paid in full.

7.1The Panels shall at all times during the Term remain installed at the Host Premises, in Y2 Solar's exclusive possession and control, and shall not be delivered to the Subscriber. The Subscriber acknowledges that physical possession of the Panels during the Term is inconsistent with the purpose of this Agreement.

7.2The Subscriber shall have no right of entry to the Host Premises. Y2 Solar shall, on reasonable written request and not more than once in any Contract Year, arrange a supervised visit, subject to the Host's consent and to Y2 Solar's safety requirements, and may charge its prevailing visit fee.

7.3The Subscriber shall not, and shall not permit any person on the Subscriber's behalf to, handle, operate, clean, modify, repair, remove, mark or interfere with the Panels, the Balance of System or the Plant. Any breach of this Clause that causes damage shall be made good at the Subscriber's cost, and voids Y2 Solar's obligations under Clause 12 for the Contract Year in which it occurs.

8.1Y2 Solar shall, at its own cost and risk, design, procure, install, test and commission the Plant in accordance with applicable standards, the DISCOM's requirements and, where the Plant is a subsidy project, the Approved List of Models and Manufacturers requirements then in force.

8.2Y2 Solar shall be entitled to determine the design, layout, orientation, module and inverter make and model, and the construction programme of the Plant, and may vary them, provided the capacity of the Share is not reduced and the specification is not materially inferior.

8.3Y2 Solar may commence construction at such time as it decides, and is not obliged to commence construction before the Plant is subscribed to the extent stated in Schedule 1, being sixty per cent (60%) of its capacity unless Schedule 1 states otherwise. Clause 5.5 applies where that level is not reached.

8.4Y2 Solar shall issue to the Subscriber an installation completion notice with photographs and an installation report, and on commissioning, a commissioning certificate stating the Commissioning Date, the capacity of the Plant, the Share and the serial numbers of the Panels.

9.1In consideration of the Services, the Subscriber shall pay Y2 Solar the Capacity Fee monthly in advance, by the fifth (5th) day of each calendar month, from the Commissioning Date until the end of the Term.

9.2The Capacity Fee at the Commissioning Date is ₹200 per kW of the Share per month, inclusive of goods and services tax at the rate applicable at the date of this Agreement. The tax component is shown separately on each invoice.

9.3The Capacity Fee shall increase by five per cent (5%) on each anniversary of the Commissioning Date, compounded annually, throughout the Term. The resulting schedule is set out in Schedule 3 for the avoidance of doubt.

9.4The Capacity Fee covers the installation and integration of the Panels into the Plant, roof rent payable to the Host, cleaning, preventive and breakdown maintenance, inverter servicing and replacement, insurance, remote monitoring, DISCOM liaison and the administration of credits. It does not cover any amount described in Schedule 7 as a separate charge.

9.5The Capacity Fee is payable whether or not the Plant generates energy in any period, save that it shall be abated pro rata for any continuous period exceeding sixty (60) days during which the Plant does not generate by reason of a cause within Y2 Solar's control, and shall not be abated for any period excluded under Clause 12.3.

9.6Y2 Solar may set off any amount owed by it to the Subscriber, including any amount payable under Clause 12 or Clause 13, against any amount then due from the Subscriber.

9.7If the Capacity Fee remains unpaid for thirty (30) days, Y2 Solar may, on fifteen (15) days' written notice, suspend the allocation of energy credits to the Subscriber's Connection and reallocate the Subscriber's energy for the period of suspension, applying the proceeds against the outstanding amount. The Subscriber shall have no claim in respect of credits lost during a suspension properly made under this Clause. Where credits continue to reach the Subscriber's Connection after the notice because the DISCOM has not yet given effect to the suspension, the Subscriber shall pay Y2 Solar the value of those credits at the tariff applicable to the Subscriber's Connection, and that amount is recoverable as a debt.

9.8The Subscriber may, at signing or at any time before the Commissioning Date, prepay the Capacity Fee for the whole of the Term at a discount of ten per cent (10%) to the total stated in Schedule 3, being ₹27,168 per kW of the Share. A prepaid Capacity Fee is not refundable, save that on a termination under Clause 15.4, 23.1, 25.2, 26.3 or 27.3, or on a buy-back under Clause 17, Y2 Solar shall refund the prepaid amount attributable to the unexpired months of the Term, computed pro rata on the discounted amount, less any amount then due. Clause 4.6 does not apply to a Subscriber who has prepaid.

10.1Y2 Solar shall, throughout the Term, operate and maintain the Plant in accordance with good industry practice, including module cleaning at a frequency appropriate to the site and season, preventive maintenance, breakdown repair, inverter servicing and replacement, and vegetation and shading management within the Host Premises.

10.2Y2 Solar shall procure and maintain remote monitoring for the Plant, and shall provide the Subscriber with access, through Y2 Solar's platform, to the generation attributable to the Share, and with a monthly statement of Units credited.

10.3Y2 Solar shall not be obliged to provide the Subscriber with access to any inverter manufacturer's portal or to plant-level control systems.

10.4Y2 Solar shall maintain, at its cost, insurance for the Plant including the Panels against fire, burglary, and such other perils as are customarily insured for comparable installations, for their replacement value. Y2 Solar shall be entitled to receive and apply the proceeds of that insurance as provided in Clause 25. The Subscriber shall not separately insure the Panels without Y2 Solar's written consent.

10.5Y2 Solar shall pass through to the Subscriber, pro rata to the Share, the benefit of the module performance warranty and the inverter warranty given by the respective manufacturers, to the extent those warranties are assignable and remain in force. Y2 Solar does not itself warrant module output beyond Clause 12.

11.1Y2 Solar shall prepare and file, on the Subscriber's behalf, the applications, beneficiary allocation lists and other documents required by the DISCOM for the virtual net metering arrangement, and shall use reasonable endeavours to obtain and maintain the DISCOM's approval for the allocation of the Share's generation to the Subscriber's Connection.

11.2The Subscriber shall, throughout the Term:

(a)maintain the Subscriber's Connection in live and good standing, with no arrears to the DISCOM, and not surrender, disconnect or permit disconnection of that connection;

(b)ensure that the Subscriber's Connection remains within the area of supply of the DISCOM;

(c)furnish promptly the CA number, connection details, identity and address proof, photographs, consent letters, signatures, e-signatures and any other document or authorisation required by the DISCOM, by Y2 Solar or by any authority, and execute the DISCOM's prescribed forms;

(d)notify Y2 Solar within seven (7) days of any change in the Subscriber's Connection, tariff category, sanctioned load, ownership or occupancy of the premises, or of any notice received from the DISCOM affecting the connection; and

(e)not enter into any other net metering, group net metering or virtual net metering arrangement in respect of the Subscriber's Connection without Y2 Solar's prior written consent, where doing so would prejudice the allocation under this Agreement.

11.3The allocation of credits is made by the DISCOM. Y2 Solar does not control, and does not guarantee, the DISCOM's billing, the timing or accuracy of the credit entries, the tariff at which credits are valued, the treatment of credits in any tariff order, or the continuance of the virtual net metering regime.

11.4Where the DISCOM declines, delays, reduces, suspends or reverses the allocation of credits for a reason not attributable to Y2 Solar's default, Y2 Solar shall use reasonable endeavours to have the position corrected, and the Subscriber's remedy shall be limited to Clause 12 and, where applicable, Clause 27. Y2 Solar shall not be liable for the value of credits not received in those circumstances.

11.5If the Subscriber breaches Clause 11.2 and the allocation is lost, reduced or suspended as a result, the Capacity Fee remains payable in full, the Guaranteed Generation shall be treated as delivered for the affected period, and Y2 Solar may, after sixty (60) days, treat the breach as an event of default under Clause 22.

12.1Y2 Solar guarantees that, in each Contract Year, the energy attributed to the Share shall be not less than one thousand two hundred (1,200) Units per kW of the Share, multiplied by the Grid Availability Factor for that Contract Year (the “Guaranteed Generation”), computed as set out in Schedule 4.

12.2The Grid Availability Factor for a Contract Year is the proportion of the hours in that Contract Year during which grid supply was available at the Host Premises and the Plant was permitted to export, as recorded by the Plant's monitoring system and, where available, corroborated by DISCOM outage records. Y2 Solar shall state the factor in the annual statement issued under Clause 12.5.

12.3The Guaranteed Generation shall be reduced, and the corresponding energy treated as Deemed Generation, for any period or event described in Schedule 4, including: a Force Majeure Event; grid outage, backing down, curtailment, islanding or instruction of the DISCOM or load despatch centre; statutory or regulatory shutdown; shading, obstruction, construction or interference originating outside the Host Premises or caused by the Host; loss of, or damage to, the Plant not caused by Y2 Solar's negligence; any period of suspension under Clause 9.7; any period during which the allocation is lost or reduced by reason of the Subscriber's breach; any period during which the Plant is being relocated under Clause 15; and any period during which repairs are delayed by the unavailability of spares, insurance survey or an authority's permission, up to a maximum of thirty (30) days in any Contract Year.

12.4Deemed Generation shall be treated as having been generated and attributed to the Share for the purposes of this Clause 12, and shall be computed on the basis of the Plant's specific yield in the corresponding period of the preceding Contract Year or, where no such period exists, on the basis of the design yield stated in Schedule 4.

12.5Within sixty (60) days after the end of each Contract Year, Y2 Solar shall issue to the Subscriber a statement setting out the energy attributed to the Share, the Deemed Generation, the Grid Availability Factor, the Guaranteed Generation and the shortfall, if any.

12.6Where the statement shows a shortfall, Y2 Solar shall pay the Subscriber six rupees (₹6) per Unit of shortfall, within sixty (60) days of the statement, after deducting any amount then due from the Subscriber. Y2 Solar may, at its option, discharge the amount by way of credit against the Capacity Fee for the following Contract Year.

12.7The payment under Clause 12.6 is the Subscriber's sole and exclusive remedy for any shortfall in generation, for any underperformance of the Plant or of the Panels, and for any loss of expected bill savings, and is in substitution for any other claim in contract, tort or otherwise.

12.8The Subscriber shall raise any objection to a statement issued under Clause 12.5 within thirty (30) days of its issue, failing which the statement is final and binding. A disputed statement shall be referred to an independent chartered engineer appointed jointly by the Parties, whose determination shall be final; that engineer's fees shall be borne by the Party whose position is not upheld.

12.9No claim shall lie under this Clause 12 in respect of any Contract Year in which any amount due from the Subscriber remained unpaid for more than thirty (30) days.

13.1Where the energy credited to the Subscriber's Connection in a billing cycle exceeds the Subscriber's consumption in that cycle, the surplus shall be carried forward and settled in accordance with the DERC regulations and the DISCOM's practice then in force.

13.2Any amount payable by the DISCOM for unadjusted surplus energy at the end of the settlement year belongs to the Subscriber and shall be paid by the DISCOM directly to the Subscriber. Y2 Solar does not guarantee the rate at which surplus is settled, presently understood to be approximately ₹5 per Unit, nor that surplus will be settled at all.

13.3The Subscriber acknowledges that surplus energy is settled below the retail tariff and that the Share has therefore been sized not to exceed the Subscriber's own consumption materially, and the Subscriber shall have no claim against Y2 Solar in respect of the value of surplus energy.

14.1Where the Plant is a subsidy project using domestic content requirement modules, Y2 Solar shall assist the Subscriber in registering on the national portal, in submitting the application and in furnishing the documents required for the Subsidy.

14.2The Subsidy, if sanctioned, is paid by the government directly to the Subscriber's bank account. Y2 Solar does not receive it, does not guarantee that it will be sanctioned, sanctioned in any particular amount, or paid within any period, and is not liable for its rejection, reduction, delay, recovery or withdrawal.

14.3The Subscription Price is not contingent on the Subsidy. No part of it shall be withheld, reduced or refunded, and no instalment date shall be extended, by reason of the Subsidy not being sanctioned or paid.

14.4The Subscriber shall comply with every condition attaching to the Subsidy, including any minimum holding or lock-in period, and shall not do anything that causes the Subsidy to be recovered. If the Subsidy is recovered from the Subscriber by reason of the Subscriber's act or omission, the Subscriber shall bear it. If it is recovered by reason of an act or omission of Y2 Solar, Y2 Solar shall bear it.

14.5The Subscriber shall not transfer the Share under Clause 16, or require Y2 Solar to purchase it under Clause 17, before the expiry of the lock-in period applicable to the Subsidy, and shall indemnify Y2 Solar against any recovery arising from a transfer in breach of this Clause.

14.6The Delhi state capital subsidy (₹26,000 per kW, capped at ₹78,000, under the amendment to the Delhi Solar Policy notified in 2026) is stated in the illustrations as applicable to virtual net metering participants on the basis of that notification as at the date of this Agreement. Subsidy eligibility, amount and timing depend on the prevailing government rules, regulations and their interpretation by the sanctioning authorities. Y2 Solar shall assist with the applications but makes no representation, and gives no guarantee, that any Subsidy will be sanctioned or paid, and the Subscriber's obligations under this Agreement are not conditional on it.

15.1The Plant is installed at the Host Premises under an agreement between Y2 Solar and the Host. The Subscriber is not a party to that agreement, acquires no rights under it, and shall not approach, contact or deal with the Host in relation to the Plant.

15.2Y2 Solar shall use reasonable endeavours to maintain the Host arrangement in force for the whole of the Term.

15.3Y2 Solar may, at its cost and on thirty (30) days' written notice, (a) relocate the Plant or the Panels to another roof within the same DISCOM area, or (b) re-allocate the Share to capacity of equivalent or better specification in another solar generating system of Y2 Solar within the same DISCOM area, in which case the modules representing the Share in that system become the Panels, and shall in either case make the consequential regulatory filings. A relocation or re-allocation under this Clause is at no cost to the Subscriber and does not change the Subscription Price, the Capacity Fee, the Term, the Guaranteed Generation or any other term of this Agreement. The Subscriber consents in advance to such relocation or re-allocation and to the consequent amendment of Schedule 1. Generation lost during the relocation or re-allocation is Deemed Generation under Clause 12.4, up to a maximum of forty-five (45) days.

15.4If the Host arrangement terminates and Y2 Solar is unable, despite reasonable endeavours, to relocate the Panels within the same DISCOM area within one hundred and eighty (180) days, either Party may terminate this Agreement, and Y2 Solar shall pay the Subscriber the buy-back value computed under Clause 17.2 as at the date of termination, less any amount then due from the Subscriber. That payment is the Subscriber's sole remedy in those circumstances.

16.1If the Subscriber changes premises or electricity connection within the area of supply of the same DISCOM, Y2 Solar shall re-map the Share to the new connection, to the extent the DISCOM permits having regard to the new connection's sanctioned load and category, and make the consequential filings, on the Subscriber notifying Y2 Solar and furnishing the new connection details. Y2 Solar may charge its prevailing re-mapping charge as set out in Schedule 7. Any part of the Share that the DISCOM does not permit to be mapped shall be dealt with under Clause 16.2.

16.2If the Subscriber's new connection is outside the area of supply of the DISCOM, the Share cannot be re-mapped. In that event the Subscriber may, subject to Clause 14.5:

(a)transfer the Share to another consumer of the same DISCOM, with Y2 Solar's prior written consent, which shall not be unreasonably withheld where the transferee satisfies Y2 Solar's eligibility and know-your-customer requirements, executes an agreement on the terms then current, and pays the transfer fee set out in Schedule 7; or

(b)require Y2 Solar to purchase the Share under Clause 17.

16.3Until a transfer under Clause 16.2(a) is completed and the transferee's agreement is executed, the Subscriber remains liable for the Capacity Fee and for all other obligations under this Agreement.

16.4The Subscriber shall not transfer the Share, in whole or in part, otherwise than in accordance with this Clause 16, and shall not divide the Share among more than one transferee without Y2 Solar's consent.

17.1The Subscriber may exit this Agreement voluntarily only with effect from an anniversary of the Commissioning Date, by giving Y2 Solar written notice not less than three (3) months before that anniversary, and subject to Clause 14.5 where the Share is a subsidised Share. On such an exit Y2 Solar shall purchase the Share at the buy-back value computed under Clause 17.2, less the early exit charge stated in Schedule 7, being ₹5,000 per kW of the Share. A notice given less than three months before an anniversary takes effect on the following anniversary.

17.2The buy-back value is the Net Subscription Amount reduced by ten per cent (10%) of that amount for each completed Contract Year since the Commissioning Date, computed on a straight-line basis, and reduced further by:

(a)all amounts then due from the Subscriber, including the Capacity Fee for the whole of the Contract Year in which the purchase takes effect;

(b)any Subsidy received by the Subscriber and liable to be recovered by reason of the purchase; and

(c)in the case of a voluntary exit under Clause 17.1, the early exit charge set out in Schedule 7. No early exit charge applies to a purchase under Clause 15.4, 22.2, 23.1, 25.2, 26.3, 27.3 or 34.

17.3A purchase under Clause 17.1 takes effect on the anniversary of the Commissioning Date to which the notice relates, and the price shall be paid within sixty (60) days of that date. A purchase under any other Clause takes effect on the date stated in that Clause, and the price shall be paid within sixty (60) days of it. Until the purchase takes effect the Capacity Fee remains payable and the allocation continues.

17.4On payment, title to the Panels passes to Y2 Solar free of encumbrance, the allocation to the Subscriber's Connection is withdrawn, and this Agreement terminates save for the provisions expressed to survive.

17.5The buy-back value is calculated on amounts actually paid by the Subscriber net of Subsidy, and is not, and shall not be represented as, a valuation, a market price, a redemption value or a return of capital.

18.1This Agreement takes effect on the date of execution and, unless terminated earlier in accordance with its terms, continues until the expiry of ten (10) years from the Commissioning Date (the “Term”).

18.2Y2 Solar shall give the Subscriber written notice not less than six (6) months before the expiry of the Term, setting out the options available to the Subscriber under Clauses 18.3 and 19, the renewal fee then applicable, the dismantling charges then applicable, and the date by which the Subscriber must respond. The Subscriber shall respond in writing within sixty (60) days of that notice.

18.3The Term may be extended for a further period agreed between the Parties on the following terms:

(a)Renewal fee. The fee payable during the renewed term, and its escalation, shall be the fee stated by Y2 Solar in the notice under Clause 18.2 or such other fee as the Parties agree in the renewal agreement. No formula, discount or cap applies to it under this Agreement.

(b)Host lease. Renewal is conditional on the Host renewing, or a substitute host granting, the right to keep the Plant at the Host Premises or at another roof within the same DISCOM area for the renewed term.

(c)Technology support. Renewal is conditional on technical support, spares and replacement components remaining commercially available for the inverter, monitoring and other remaining working parts of the Plant, in Y2 Solar's assessment.

(d)Discretion. Renewal is at the sole discretion of Y2 Solar. Y2 Solar is under no obligation to offer or to agree to a renewal, and is not required to give reasons for declining one. Nothing in this Agreement confers on the Subscriber any right of renewal, right of first refusal, or legitimate expectation of renewal.

(e)Condition of the Plant. Renewal may be made conditional on the Subscriber contributing, in the proportion the Share bears to the capacity of the Plant, to the cost of any refurbishment, inverter replacement or statutory upgrade that Y2 Solar considers necessary for the renewed term.

18.4Where a renewal is agreed, the Parties shall execute a renewal agreement recording the renewed term, the renewal fee, the escalation and any other varied term. Until executed, no renewal is effective. In the absence of an executed renewal agreement, this Agreement expires at the end of the Term and Clause 19 applies.

18.5If the Subscriber fails to respond to the notice under Clause 18.2 within the period stated, the Subscriber shall be treated as having declined renewal.

19.1Where the Term expires without a renewal taking effect, the Capacity Fee ceases on expiry and the following provisions apply.

19.2The Balance of System, including the inverter, mounting structure, cabling, protection equipment and meters, is treated by the Parties as fully depreciated at the end of the Term. It remains the property of Y2 Solar, and the Subscriber has no claim to it, to any part of it, or to any residual or scrap value in it.

19.3The Subscriber may elect, by written notice given within the period stated in Clause 18.2, to take delivery of the Panels. In that event:

(a)the Subscriber shall pay Y2 Solar the dismantling charges notified under Clause 18.2, not exceeding ₹2,500 per kW of the Share adjusted for the change in the All India Consumer Price Index between the Commissioning Date and the end of the Term, which shall cover dismantling, handling, safe removal, making good the Host Premises, packing and loading, and shall be notified in the notice under Clause 18.2;

(b)the dismantling charges and all other amounts due from the Subscriber shall be paid in advance, and Y2 Solar may exercise its lien under Clause 6.6 until they are paid;

(c)Y2 Solar shall dismantle the Panels and make them available for collection at the Host Premises or at a location notified by Y2 Solar, within sixty (60) days of receiving payment;

(d)the Subscriber shall collect the Panels at the Subscriber's own cost and risk within thirty (30) days of being notified that they are available, and shall arrange transport, insurance and any permission required; and

(e)the Panels are made available on an “as is, where is” basis, with no warranty of any kind as to their condition, output, remaining life, certification or fitness for any purpose, and Y2 Solar shall have no liability in respect of them after collection.

19.4Y2 Solar may, at its sole choice, offer to purchase the Panels from the Subscriber at the end of the Term at a price determined by Y2 Solar. The Subscriber is free to accept or decline that offer. Y2 Solar is under no obligation to make such an offer, and no offer, or the amount of any offer, creates any obligation in respect of any other subscriber or any subsequent term.

19.5If the Subscriber does not elect to take delivery, or having elected does not pay the dismantling charges within sixty (60) days of the expiry of the Term, or does not collect the Panels within the period stated in Clause 19.3(d), the Panels shall be treated as abandoned. Y2 Solar may thereafter retain, remove, sell, recycle or otherwise dispose of them, and may appropriate the proceeds towards its costs and towards any amount due from the Subscriber, without further liability or accounting to the Subscriber.

19.6Y2 Solar shall notify the DISCOM of the cessation of the allocation on expiry of the Term. The Subscriber shall sign any document required for that purpose.

20.1The Subscriber represents and warrants, on the date of this Agreement and on each date a payment falls due, that:

(a)the Subscriber is a natural person of full age and capacity, or a body validly existing and duly authorised to enter into this Agreement;

(b)the Subscriber is the consumer of record, or the lawful occupier entitled to the benefit, of the Subscriber's Connection, and has furnished true, complete and current particulars of it;

(c)the Subscriber's average consumption stated in Schedule 1 is accurate and is derived from the Subscriber's own electricity bills;

(d)the funds used to pay the Subscription Price are lawfully derived and are not the proceeds of crime, and the Subscriber is not a person with whom dealing is restricted under any applicable law;

(e)the Subscriber enters into this Agreement for the Subscriber's own consumption and not on behalf of, in trust for, or with a view to on-selling to, any other person; and

(f)no person has made to the Subscriber any representation about return, yield, profit or resale value, and the Subscriber has not relied on any statement outside this Agreement.

20.2The Subscriber shall promptly notify Y2 Solar of any change that makes a representation in Clause 20.1 untrue, and shall furnish, on request, any document required by Y2 Solar to comply with know-your-customer, anti-money-laundering, tax or regulatory obligations.

20.3A breach of Clause 20.1(b), (d) or (e) entitles Y2 Solar to terminate this Agreement immediately under Clause 22, and to purchase the Share at the value computed under Clause 17.2 in full and final settlement.

21.1Y2 Solar warrants that it will perform the Services with reasonable skill and care in accordance with good industry practice, and that the Panels will, on the Commissioning Date, be new, unused and of the specification stated in Schedule 1.

21.2Except as expressly stated in this Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

21.3Y2 Solar gives no warranty, and makes no representation, as to:

(a)the amount of any saving on the Subscriber's electricity bill, or that any saving will arise at all;

(b)the level, structure or escalation of electricity tariffs, fuel surcharge, taxes or any government subsidy on electricity;

(c)the continuance of the virtual net metering regime, of the same-DISCOM rule, of the waiver of wheeling, banking or cross-subsidy charges, or of any regulatory or fiscal benefit;

(d)the availability, amount or timing of any Subsidy;

(e)the rate at which surplus energy is settled;

(f)the payback period, or any figure produced by any calculator, illustration or proposal; or

(g)the resale value of the Panels at any time.

21.4Every illustration provided before execution was based on assumptions stated at the time. The Subscriber acknowledges that those assumptions may not hold and that this Agreement, and not any illustration, governs the Parties' rights.

22.1Each of the following is an Event of Default by the Subscriber:

(a)failure to pay any amount within fifteen (15) days of its due date;

(b)cancellation or dishonour of the autopay mandate, and failure to restore it within fifteen (15) days of notice;

(c)breach of Clause 6.5, Clause 7.3, Clause 11.2, Clause 16.4 or Clause 20, not remedied within thirty (30) days of notice, or incapable of remedy;

(d)the Subscriber's Connection being permanently disconnected, surrendered or moved outside the DISCOM's area of supply, without a transfer or re-mapping being effected under Clause 16 within ninety (90) days;

(e)any representation under Clause 20.1 being untrue in a material respect when made or repeated;

(f)the Subscriber being adjudged insolvent, or an order being made for the Subscriber's bankruptcy, liquidation or winding up; or

(g)the Subscriber using or seeking to use this Agreement, or the Share, for any unlawful purpose.

22.2On an Event of Default, Y2 Solar may, without prejudice to its other rights, do any or all of the following:

(a)charge interest under Clause 4.3;

(b)suspend the allocation of credits under Clause 9.7;

(c)withhold any payment otherwise due to the Subscriber, including under Clause 12;

(d)terminate this Agreement on fifteen (15) days' written notice; and

(e)on termination, at Y2 Solar's election and without obligation to choose any particular course: (i) continue to reallocate the energy of the Share under Clause 9.7 and apply its value to the amounts due until they are discharged, the allocation then being restored; or (ii) sell the Share to another consumer of the DISCOM on the Subscriber's behalf, on the terms then current, deduct all amounts due to Y2 Solar and the transfer fee in Schedule 7 from the proceeds, and pay the balance, if any, to the Subscriber within thirty (30) days of receipt; or (iii) purchase the Share at the value computed under Clause 17.2, applying the price first against all amounts due to Y2 Solar and paying the balance, if any, to the Subscriber within ninety (90) days, whereupon title to the Panels passes to Y2 Solar or to the transferee free of encumbrance.

22.3The remedies in Clause 22.2(e) are contractual mechanisms for unwinding the arrangement, are a genuine pre-estimate of the Parties' positions, and are not a forfeiture or penalty. The Subscriber irrevocably authorises Y2 Solar to execute, on the Subscriber's behalf, any document required to give effect to them, to a sale of the Share, and to the withdrawal or transfer of the DISCOM allocation.

23.1If Y2 Solar commits a material breach of this Agreement and fails to remedy it within sixty (60) days of written notice specifying the breach, the Subscriber may terminate this Agreement and require Y2 Solar to purchase the Share at the value computed under Clause 17.2, without the deduction in Clause 17.2(a) of the Capacity Fee for the unexpired part of the Contract Year.

23.2The remedy in Clause 23.1, together with any amount payable under Clause 12, is the Subscriber's sole and exclusive remedy for Y2 Solar's breach of this Agreement.

24.1Y2 Solar may suspend the operation of the Plant, in whole or in part, where required for maintenance, repair, safety, statutory compliance, an instruction of the DISCOM or load despatch centre, a grid event, or an insurance survey. Y2 Solar shall give such notice as is reasonable in the circumstances and shall restore operation as soon as practicable.

24.2Energy not generated during a suspension under Clause 24.1 is Deemed Generation under Clause 12.4, and the Capacity Fee remains payable, subject to Clause 9.5.

25.1Where the Panels or the Plant are damaged, destroyed or stolen, Y2 Solar shall make the insurance claim, and shall be entitled to receive the proceeds. Y2 Solar shall apply the proceeds towards repair or replacement, and shall restore the Share as soon as reasonably practicable.

25.2Where the insurer declines the claim, or the proceeds are insufficient, and the cause was not Y2 Solar's negligence or wilful default, Y2 Solar may either restore the Share at its own cost or terminate this Agreement in respect of the Share on paying the Subscriber the proceeds actually received attributable to the Panels, together with any shortfall up to the value computed under Clause 17.2, less amounts due from the Subscriber.

25.3Energy not generated between the loss and the restoration is Deemed Generation under Clause 12.4.

25.4Where the loss or damage is caused by the Subscriber or by any person acting on the Subscriber's behalf, the Subscriber shall reimburse Y2 Solar the cost of repair or replacement and any policy excess, and Clause 12 shall not apply for that Contract Year.

26.1A Force Majeure Event is any event beyond the reasonable control of the affected Party, including act of God, lightning, flood, earthquake, storm, extreme weather, fire, epidemic or pandemic and any measure taken in response to one, war, terrorism, riot, civil commotion, strike or labour disturbance, sabotage, vandalism, theft by a third party, failure or instability of the grid, act, order, restriction or delay of any government, regulator or distribution licensee, change in law within Clause 27, and shortage or disruption in the supply of modules, inverters or components including by reason of trade measures, port congestion or an approved-list change.

26.2A Party affected by a Force Majeure Event shall notify the other within fifteen (15) days, shall use reasonable endeavours to mitigate, and shall be relieved of performance of the affected obligation for so long as the event continues. The Capacity Fee remains payable, subject to Clause 9.5, and the affected generation is Deemed Generation.

26.3If a Force Majeure Event prevents substantial performance for a continuous period exceeding two hundred and seventy (270) days, either Party may terminate this Agreement, and Y2 Solar shall purchase the Share at the value computed under Clause 17.2 as at the date of termination, less amounts due from the Subscriber. Neither Party shall have any further liability.

27.1A Change in Law is the enactment, amendment, repeal, withdrawal or change in interpretation, after the date of this Agreement, of any law, regulation, guideline, tariff order, scheme or approval that materially affects the virtual net metering arrangement, the allocation of credits, the charges applicable to the Plant, the taxes applicable to the Plant or the Services, or the cost of performing this Agreement.

27.2On a Change in Law, the Parties shall negotiate in good faith for thirty (30) days to restore each Party, as nearly as practicable, to the economic position it would have been in but for the change. Any increase in a tax, duty, cess, wheeling, banking, cross-subsidy or other charge attributable to the Share shall be borne by the Subscriber and may be added to the Capacity Fee on notice, with supporting particulars.

27.3If the Parties do not reach agreement within that period, or if the Change in Law makes the arrangement unlawful or impossible, either Party may terminate this Agreement, and Y2 Solar shall purchase the Share at the value computed under Clause 17.2, less amounts due from the Subscriber. Neither Party shall be liable to the other for loss of bargain, loss of expected savings or any other loss arising from the Change in Law.

28.1Neither Party is liable to the other for any indirect, special, incidental, punitive or consequential loss, or for loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, or loss of anticipated savings, however arising, whether in contract, tort, under statute or otherwise, even if advised of the possibility.

28.2Y2 Solar's aggregate liability under or in connection with this Agreement, taken together with all claims made in all Contract Years, shall not exceed the higher of (a) the value computed under Clause 17.2 as at the date the liability arises and (b) the amounts actually received by Y2 Solar from the Subscriber in the twenty-four (24) months preceding the claim.

28.3Clause 28.1 and Clause 28.2 do not limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under applicable law.

28.4The Subscriber shall indemnify Y2 Solar against any loss, claim, demand, proceeding, penalty, cost or expense, including reasonable legal costs, arising from: any breach by the Subscriber of this Agreement; any inaccuracy in the particulars furnished by the Subscriber; any act or omission of the Subscriber or of a person acting on the Subscriber's behalf in relation to the Plant; any claim by a third party to whom the Subscriber has purported to transfer, encumber or promise the Share; any recovery of Subsidy attributable to the Subscriber; and any tax demanded from Y2 Solar that is properly the Subscriber's liability.

28.5A Party shall notify the other of any claim under this Agreement within twelve (12) months of becoming aware of the circumstances giving rise to it. A failure to do so does not extinguish the claim, but the other Party may rely on the delay and on any prejudice caused by it in answer to the claim.

29.1Every amount stated in this Agreement and in Schedule 1 is inclusive of goods and services tax at the rate applicable at the date of this Agreement, and Y2 Solar shall issue tax invoices showing the tax component. Any other tax, duty, cess or levy is dealt with under Clause 29.3.

29.2Each Party bears its own income tax. Where the Subscriber is required by law to deduct tax at source from any payment, the Subscriber shall deduct and deposit it and furnish the certificate within the statutory period, failing which the Subscriber shall reimburse Y2 Solar the amount deducted.

29.3Any new tax, duty, cess or levy, and any increase in the rate of goods and services tax, imposed after the date of this Agreement on the Panels, the Plant, the Services or the Capacity Fee shall be to the Subscriber's account to the extent it relates to the Share, and may be recovered by Y2 Solar with the next invoice.

29.4The stamp duty payable on this Agreement in the National Capital Territory of Delhi is borne by Y2 Solar out of the Processing Fee. Each Party bears its own legal costs.

30.1The Subscriber shall not assign, novate, sub-participate, charge or otherwise deal with this Agreement or any right under it, except as permitted by Clause 16.

30.2Y2 Solar may, without the Subscriber's consent, assign or novate this Agreement, in whole or in part, to any company, limited liability partnership or other entity formed by or on behalf of the proprietor to carry on or succeed to the business of Y2 Solar, to any special purpose vehicle formed to hold the Plant, or to any person acquiring the whole or a substantial part of Y2 Solar's business, provided the assignee assumes Y2 Solar's obligations. The Subscriber's consent to such an assignment is given in advance by this Clause, and the Subscriber shall execute any document reasonably required to give effect to it.

30.3Y2 Solar may create security over its own assets, over the Balance of System, over the Host arrangement and over its receivables under this Agreement in favour of a lender, and may assign the benefit of this Agreement by way of security. No such security shall extend to the Panels owned by the Subscriber, and Y2 Solar shall procure that its lender acknowledges the Subscriber's ownership of the Panels.

30.4Y2 Solar may subcontract the performance of any part of the Services, and remains responsible for the acts and omissions of its subcontractors.

30.5Y2 Solar being a proprietorship concern, the business of Y2 Solar shall, on the death or permanent incapacity of the proprietor, be carried on by his legal heirs or by a successor entity, which shall be bound by and entitled to the benefit of this Agreement. The Subscriber shall not treat such an event as a termination, a breach or a ground for repudiating this Agreement.

31.1The Subscriber consents to Y2 Solar collecting, storing and processing the Subscriber's personal data, connection data, consumption data, payment data and generation data for the purposes of performing this Agreement, of complying with law, and of the DISCOM filings, and to its disclosure to the DISCOM, to government authorities, to Y2 Solar's payment gateway, insurers, lenders, auditors, subcontractors and professional advisers, and to any assignee under Clause 30.

31.2Y2 Solar shall handle personal data in accordance with applicable law, including the Digital Personal Data Protection Act, 2023, shall retain it for as long as required for the purposes above or by law, and shall implement reasonable security safeguards.

31.3The Subscriber consents to receiving communications relating to this Agreement by email, short message service, WhatsApp and telephone, at the contact details in Schedule 1, and agrees that those communications, including invoices, statements, notices and receipts, are validly given. The Subscriber shall keep the contact details current.

31.4Generation data, plant data and performance data are Y2 Solar's property. Y2 Solar may use them, in anonymised and aggregated form, for reporting, analysis, regulatory filing and marketing.

32.1Neither Party shall disclose the commercial terms of this Agreement to any third party, except to its professional advisers, to a lender, to an authority requiring disclosure by law, or with the other Party's consent.

32.2All intellectual property in Y2 Solar's designs, drawings, monitoring platform, software, processes, brand and documentation remains Y2 Solar's. The Subscriber acquires no licence except a non-exclusive, non-transferable right to use the monitoring platform for the Term.

32.3The Subscriber shall not use the name, logo or photographs of Y2 Solar, of the Plant or of the Host Premises for any commercial purpose without Y2 Solar's written consent. Y2 Solar may photograph and publicise the Plant, and may refer to the Subscriber as a subscriber, without disclosing the Subscriber's consumption or payment details, unless the Subscriber objects in writing.

33.1The Subscriber shall provide the documents required for know-your-customer verification before the allotment takes effect, and on request thereafter.

33.2Y2 Solar may decline or reverse an allotment, or terminate this Agreement, where it is required to do so by law, or where it reasonably believes that the arrangement would breach any law relating to money laundering, sanctions, foreign exchange or taxation. In that event Y2 Solar shall refund amounts received, without interest, less any cost incurred, subject to any legal restriction on doing so.

33.3Each Party shall comply with all applicable laws in the performance of this Agreement, including electrical safety, environmental and labour laws.

34.1On the death of an individual Subscriber, the Share devolves on the person named as nominee in Schedule 1, or failing a nominee, on the Subscriber's legal heirs on production of a succession certificate, legal heirship certificate, probate or letters of administration acceptable to Y2 Solar.

34.2The person on whom the Share devolves shall, within one hundred and eighty (180) days, either execute an agreement on the terms then current and furnish an eligible connection within the DISCOM's area of supply, or require Y2 Solar to purchase the Share under Clause 17. Until then the Capacity Fee continues to accrue and is payable out of the estate.

34.3If neither election is made within that period, Y2 Solar may purchase the Share at the value computed under Clause 17.2 and hold the proceeds, less amounts due, to the credit of the estate.

34.4A nomination may be made or changed by written notice to Y2 Solar in the form it prescribes. A nomination does not override the law of succession, and payment to a nominee discharges Y2 Solar.

35.1This Agreement is governed by the laws of India.

35.2The Parties shall first attempt to resolve any dispute by discussion between a representative of each Party within thirty (30) days of written notice of the dispute.

35.3A dispute not so resolved shall first be referred to mediation under the Mediation Act, 2023, and, if not settled within sixty (60) days of the reference, to arbitration by a sole arbitrator appointed by agreement between the Parties and, failing agreement within thirty (30) days, appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, the language shall be English, and the award shall be final and binding. Y2 Solar shall advance the arbitrator's fees and any institutional charges, which the arbitrator shall allocate between the Parties in the award. Each Party bears its own legal costs unless the arbitrator directs otherwise.

35.4Subject to Clause 35.3, the courts at New Delhi have exclusive jurisdiction.

35.5Nothing in this Clause prevents either Party from seeking urgent interim relief from a court, or affects any right the Subscriber has as a consumer under the Consumer Protection Act, 2019, which rights are not excluded or limited by this Agreement.

35.6Pending resolution of a dispute, the Parties shall continue to perform their obligations, and the Subscriber shall continue to pay all amounts not themselves in dispute.

36.1A notice under this Agreement shall be in writing and sent to the address, email address or mobile number in Schedule 1, by hand, by registered post, by courier, by email, or, for notices other than a notice of termination or of an Event of Default, by WhatsApp to the registered mobile number.

36.2A notice is deemed given: if delivered by hand, on delivery; if by registered post or courier, on the third business day after posting; if by email, on transmission, provided no delivery failure is received; and if by WhatsApp, on the message being marked delivered.

36.3A Party shall notify any change in its contact details within seven (7) days. A notice sent to the last notified details is validly given.

37.1This Agreement may be executed electronically, including by Aadhaar-based electronic signature or other electronic signature under the Information Technology Act, 2000, and by click-wrap acceptance recorded with a timestamp and internet protocol address at acceptance and, on execution, by Aadhaar one-time-password verification. The Parties agree that such execution is valid, binding and admissible.

37.2Y2 Solar's electronic records, including its platform logs, payment gateway records and monitoring data, shall be admissible and, in the absence of manifest error, conclusive evidence of the matters recorded.

38.1Entire agreement. This Agreement, with its Schedules, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, brochures, calculators, proposals, illustrations and representations, none of which shall have contractual effect, save that nothing excludes liability for fraudulent misrepresentation.

38.2Variation. No variation is effective unless in writing and signed by both Parties, except that Y2 Solar may vary Schedule 7 on thirty (30) days' notice, and may update its operational processes and platform without consent.

38.3Waiver. No failure or delay in exercising a right is a waiver of it, and no single or partial exercise precludes any further exercise.

38.4Severability. If any provision is held invalid or unenforceable, it shall be severed and the remainder shall continue in full force, and the Parties shall negotiate a valid provision of like economic effect.

38.5No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, employment or agency between the Parties, save the limited authority expressly conferred on Y2 Solar to act for the Subscriber before the DISCOM.

38.6Third parties. No person other than a Party may enforce this Agreement.

38.7Survival. Clauses 2, 6.6, 12.7, 14.4, 19, 20.3, 22.3, 28, 29, 31, 32, 35, 36 and this Clause 38 survive termination or expiry.

38.8Counterparts. This Agreement may be executed in counterparts, each of which is an original and which together constitute one agreement.

38.9Language. This Agreement is executed in English. A Hindi translation may be provided for convenience; in the event of a conflict, the English text prevails.

38.10Further assurance. Each Party shall execute such documents and do such acts as the other reasonably requires to give effect to this Agreement.

Computation. Guaranteed Generation for a Contract Year = 1,200 Units × Share (kW) × Grid Availability Factor. Energy attributed to the Share = the Plant's metered generation for the Contract Year × Share (kW) ÷ Plant capacity (kW), plus Deemed Generation. Design yield for the purpose of Clause 12.4 is 1,200 Units per kW per year, applied pro rata to the number of days in the excluded period. The exclusions under Clause 12.3 are:

(a)Force Majeure Events.

(b)Grid outage, low voltage, frequency excursion, backing down, curtailment, islanding or any instruction of the DISCOM or load despatch centre.

(c)Statutory, regulatory or safety shutdown, and any inspection or testing required by an authority.

(d)Shading, obstruction, construction, dust or interference originating outside the Host Premises, or caused by the Host or by any person other than Y2 Solar.

(e)Loss, theft or damage not caused by Y2 Solar's negligence, and the period of repair or replacement.

(f)Suspension of allocation under Clause 9.7, and any period during which allocation is lost or reduced by reason of the Subscriber's breach.

(g)Relocation under Clause 15.3, up to 45 days.

(h)Delay in repair caused by unavailability of spares, insurance survey or an authority's permission, up to 30 days in any Contract Year.

1.I am buying solar panels for my own electricity consumption. This is not an investment and I have been promised no return, yield, profit or resale value.

2.My benefit is a credit on my own electricity bill. Y2 Solar will not pay me any income.

3.The panels will be installed on someone else's roof. I will not have access to them during the ten-year term.

4.I own the panels for the whole term. The inverter, structure, cabling and meters belong to Y2 Solar and are treated as fully depreciated at the end of the term.

5.I will pay ₹200 per kW per month, rising 5% every year, including tax at today's rate, for the whole term, whether or not the plant generates in any particular month. This fee covers installing my panels, the roof rent, cleaning, maintenance, insurance and monitoring; the one-time price is for the panels themselves.

6.My booking amount of 10% and the one-time processing fee of ₹2,000 per kW are refunded in full if I cancel within 7 days of signing. If I cancel after that but before my panels are installed, I get them back less the costs already spent on my share and ₹2,500 per kW. Once my panels are installed, they are not refundable. They are refunded in full, with ₹500 per kW compensation, if the plant is not commissioned within 120 days or if Y2 Solar cancels the plant. The processing fee covers the meter, the stamp duty on this agreement, the lease deed registration and my paperwork, and does not come back to me in the buy-back.

7.The generation guarantee is 1,200 Units per kW per year adjusted for grid availability, and payment at ₹6 per Unit for any shortfall is my only remedy for underperformance.

8.Credits reach my bill through the DISCOM. Y2 Solar does not control the DISCOM and does not guarantee the regulation, the tariff or the subsidy.

9.At the end of ten years I may renew only if Y2 Solar agrees, at the fee Y2 Solar states in its notice or as we then agree, and only if the host renews the roof lease and spares are still available.

10.If there is no renewal, I may take my panels away after paying the dismantling charges, or accept a purchase offer from Y2 Solar if one is made. If I do not collect them, they are treated as abandoned.

11.I can leave early only on an anniversary of commissioning, by giving three months' notice. Y2 Solar then buys my panels at the Schedule 5 value less ₹5,000 per kW. Moving house within the same DISCOM costs ₹2,500 to re-map; selling my share to someone else costs ₹5,000 per kW.

12.Y2 Solar may move my share to a different plant in the same electricity company's area, before or after commissioning, at no cost to me and with no change to my price, monthly fee, guarantee or term.