#1Investor Presentation February 2020 0 Copyright 2020 Azure Power | www.azurepower.com 7 GW+ Pan India portfolio of solar assets India's first private grid connected MW solar plant Issued India's first solar Green Bond Azure Power®#2Disclaimer Forward-Looking Statements. Azure PowerⓇ This information contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, including statements regarding our future financial and operating guidance, operational and financial results such as estimates of nominal contracted payments remaining and portfolio run rate, and the assumptions related to the calculation of the foregoing metrics. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include: the availability of additional financing on acceptable terms; changes in the commercial and retail prices of traditional utility generated electricity; changes in tariffs at which long term PPAs are entered into; changes in policies and regulations including net metering and interconnection limits or caps; the availability of rebates, tax credits and other incentives; the availability of solar panels and other raw materials; our limited operating history, particularly as a relatively new public company; our ability to attract and retain our relationships with third parties, including our solar partners; our ability to meet the covenants in debt facilities; meteorological conditions; supply disruptions related to the corona virus; power curtailments by Indian state electricity authorities and such other risks identified in the registration statements and reports that we have file with the U.S. Securities and Exchange Commission, or SEC, from time to time. In the presentation, portfolio represents the aggregate megawatts capacity of solar power plants pursuant to PPAs, signed or allotted or where we have been cleared as one of the winning bidders or won a reverse auction but has yet to receive a letter of allotment. All forward-looking statements in this presentation are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements. This presentation also contains non-GAAP financial measures. We have provided a reconciliation of such non-GAAP financial measures to the most directly comparable measures prepared in accordance with U.S. GAAP in the Appendix to this presentation. 1#3Executive Summary 2 R Azure Power#4Azure Power Overview (AZRE: NYSE) A Leading Pan Indian Solar Power Developer Portfolio of 7,115 MWs (¹): 1,804 MWs Operational, 5,311 MW Contracted Pipeline (1,2) 6,948 MWs Utility-Scale Projects 167MWS Azure Roof Power Founded in 2008, built India's first private utility-scale solar project in 2009 Fully integrated business from development to EPC, financing & management Operational MW growth of 86% CAGR from March 2012 95% of the total portfolio is investment grade Awan | Punjab | India's First Private MW scale Solar Plant * Map not to scale (1) Portfolio as on January 31, 2020: Includes 2,000 MWs of projects for which the company yet to receive a LOA Under construction and allocated projects (3) Exchange rate- INR71.54 to US$1 (New York buying rate of December 31, 2019) 3 Azure Power Gandhinagar | India' First MW Scale Distributed Solar Rooftop Project Total capital raised over US$2.5 billion since inception First Indian energy assets to list in NYSE, United States First Solar Green Bond out of India listed on SGX Second Solar Green Bond issued in September 2019#57,115 (1) MW Committed Portfolio, 1,804 MWs Operational Azure PowerⓇ ~90% (²) in High Irradiation Zone ~6%(2) in Mid Irradiation Zone Focus on Strong Counterparty Credit Rajasthan (3,675 MW) 475 MW 3,200 MW Gujarat (270 MW) 270 MW Andhra Pradesh (200 MW) 200 MW Maharashtra (7 MW) 7 MW Karnataka (250MW) 250 MW Irradiation Zones (3) (kWh/m2/day) High >5.5 Mid Between 5.5-4.5 Mid Low 4.5-3.5 To be decided (2,000 MW) 2,000 MW(1) Rooftop projects (167 MW) 146 MW 21 MW Operational Solar Capacity Punjab (214 MW) 214 MW Uttar Pradesh (100 MW) 100 MW Bihar (10 MW) BBB- & above 95% 10 MW Chhattisgarh (30 MW) 30 MW Telangana (100 MW) 100 MW Delhi (2 MW) 2 MW Assam (90 MW) 90 MW Under Construction & Committed Solar Capacity SECI 80% Others 5% Indian Railways & GoI Entities 1% NTPC 4% State Electricity Boards 15% ~95% of the portfolio is Investment Grade(4) 85% of the portfolio is with GoI (sovereign) backed entities (1) Includes 2,000 MWs for which we have not received an LOA yet (2) For ground mounted project (3) National Renewable Energy Laboratory (4) Considered Integrated Rating Report by Ministry of Power, GoI, wherever Credit Rating is not available#6% of Revenue MWs Visible Historical and Future Growth Growing Portfolio with Strong Contracts in Place 7,800 6,500 7,115 5,115 5,200 3,900 900 3,115 2,600 1,804 111 1,300 Operational Under Under Contracted Construction Development Portfolio Committed Total Portfolio (includes LOA) Portfolio (1) 100% 90% 80% 70% 60% 50% 40% 30% Captured Significant Economies of Scale 25 20 15 110 US$ Thousand/MW/Year 20% 10% 0% 0 FY'15 IPO FY'17 Interest Expense as % of Revenue (lhs) (3) FY'18 FY'19 G&A as % of Revenue (lhs) (4) LTM O&M per MW-year (rhs) EBITDA (US$ Million) Revenues (US$ Million) Azure Power Substantial Revenue Growth to Portfolio Run-Rate (1)(2) 328% $723(1) Committed $112 $144 $169 $44 $61 IPO FY'17 FY'18 FY'19 LTM Under Construction Operating Committed Revenue. 313% Increase in Adjusted EBITDA since IPO in 2016 $140 $120 $100 $80 $60 $43 $40 $30 $20 $0 IPO FY'17 $110 $82 FY'18 $124 Exchange rate- INR71.45 to US$1 (New York buying rate of December 31, 2019) 1) Includes 2,000 MWs related to the exercise of a greenshoe option which an LOA has yet to be received, 2) Portfolio run-rate (please refer Form 6k Equals annualized payments from customers extrapolated based on the operating & contracted capacity as on January 31, 2020). 3) Excludes INR 736 mn ($10.3 mn) of charges in LTM related to a solar green bond issuance and refinancing, 4) INR 685 mn ($9.6 mn) of charges in G&A related to management transition, AR provisions and other charges. | IPO data is LTM 30 June, 2016| EBIITDA - For a reconciliation of Non-GAAP measures to comparable GAAP measures refer to appendix. FY'19 LTM#7Management Commitment to Capital Discipline Capital discipline is the foundation to our success 1 Delivery of projects on time and on budget 2 Enhance returns on invested capital with efficiency gains and cost optimisation 3 Optimize capital structure to lower risk and cost of capital 4 Risk mitigated approach to new projects that must meet threshold returns 5 If returns on future growth do not meet thresholds, will explore giving back capital Azure Power#8Key Highlights of Recent Actions to Increase Shareholder Value Highlights Won 4 GW(¹) project with an opportunity to earn equity returns over 20% We will not issue shares unless it is the lowest cost source of equity for our projects; Focused on pursuing lowest cost of capital. Hired advisor to sell assets; initial good interest; closing expected before new equity is needed Shed incremental 150 MWs of contracts (total of 600 MWs) that did not meet threshold returns Recent cost cutting initiatives to drive lower capex as well as a decline of over 10% in G&A in FY'21 (2) Present Value of Equity (No value added for future growth, cost reductions or platform) PV of Equity Value (USD Mn) $2,500 $2,000 $1,500 $1,000 $500 10.0% 12.5% Cost of Equity 15.0% 9% Interest Rate 10% Interest Rate 11% Interest Rate Expect to achieve 9.2 - 10.25% lending cost Current market cap is ~$600 mn (1) Includes 2 GWs that LOA has yet to be received. (2) FY'20 G&A is expected to be $32 million 7 | Copyright © 2020 Azure Power | www.azurepower.com Azure PowerⓇ#9Recent 4 GW Project Win Is Value Accretive Tariff ~15% higher than similar SECI central grid connected auctions we have won Opportunity for 20%+ equity IRRs Potential of around 6.0x EV/EBITDA build cost Azure Power Present Value of Equity for 4 GW Win PV of Equity Value (USD Mn) $1,000 $800 $600 $400 $200 $- 10.0% 12.5% 15.0% Cost of Equity 9% Interest Rate 10% Interest Rate 11% Interest Rate Key Assumptions for 4 GWs Project Cost 59 - 63 ¢ / Watt Net PLF 28.9% 29.3% Leverage 75% Overloading 50% Tariff 4.11 c/ kWh Interest Rate 9.25 10.25% Opex 8% of Revenue Initially Degradation 0.60% Loan Tenor 20-22 Years Potential Upside Opportunities to reduce O&M given benefits of scale and technology Potential use of bi-facial modules could increase PLF Green bond financing could reduce lending costs and reduce equity requirements improving returns Further reduction in module prices and BOS reflecting buying power and gains in productivity Exchange rate- INR 71.45 to US$1 (New York closing rate of December 31, 2019), 1) PV Insights, Mercom 8 $/watt Module prices have a long history of declines (1) $0.80 $0.60 $0.40 $0.20 1Q;15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q'17 3Q'17 4Q'17 1Q'18 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 3Q'19 4Q'19#10$800 Historical and Future Strong Growth MWs Operational Guidance MWs 8,000 7,000 6,000 5,000 4,000 CAGR 3,000 61% 2,000 1,000 IPO(a) FY'17(a) FY'18(a) FY'19(a) Dec 31 '19(a) FY'21(e) Capex Forecast (1) CAGR 35% FY'22(e) FY'23(e) FY'24(e) FY'25(e) $700 $600 $500 $400 $300 $600 $100 $400 $200 $0 FY'20 FY'21 FY'22 Equity Debt FY'23 FY'24 FY'25 Debt (US$ millions) FY'20 FY'21 FY'22 FY'23 FY'24 FY'25 $200 EBITDA, Cash Flow to Equity(2) and Debt Forecast EBITDA: $190 - $205 CFe: $45 - $65 $0 LTM Current Operational (1,804 MWs) $1.0bn EBITDA: $275 - $300 CFe: $70-$100 CFe: $170 - $210 Cap Ex $689M FY'20 $600 - $800 $500 - $700 $500 - $700 $500 - $700 $500 - $700 9| Copyright 2020 Azure Power |www.azurepower.com Exchange rate- INR 71.45 to US$1 (New York closing rate of December 31, 2019) (1) Midpoint of guidance, (2) CFe (cash flow to equity) is EBITDA less cash interest expense, cash taxes, normalized debt amortization over 20 years and maintenance capex but excludes corporate debt servicing, changes in working capital or cash traps related to lender covenants. LTM are actuals. (3) Includes 2,000 MWs for which the company received a LOA yet, has not Azure Power® Total Contracted Portfolio (3,115 MWs) Total Committed Portfolio (7,115 MWs) (3) $1.7bn EBITDA CFe $3.2bn EBITDA: $575 - $675#11Contracted 7,115 MW Portfolio: Equity Funding Considerations for Equity Needs Alternative Sources of Equity Could Exceed $600 mn over 5 years Equity is needed over next 5 years for 4 GW pipeline which will be sourced from lowest cost options We do not expect to issue shares in the next two years (1) Hired advisor to sell assets; considering increasing the amount of asset sales given indications of interest and recent multiples in market A Fully equity funded for 3,115 MWs; No equity needed until FY'22 Internal cash flow generation Asset sales Corporate debt at parent level with international lenders Investment Grade Green Bond opportunities could lower borrowing cost and reduce equity needs through higher leverage Optimizing cash flow through refinancing, reducing working capital cost reductions, Exchange rate- INR 71.45 to US$1 (New York closing rate of December 31, 2019). (1) unless issuing new shares became the lowest cost source of equity for our projects 10 | Copyright © 2020 Azure Power | www.azurepower.com Azure Power®#12Published First Sustainability Report; Launched Sustainability Website HOME COMMERCIAL Azure Power Azure Power SUSTAINABILITY 2018-19 Environment Sustainability Report AZURE POWER Azure Pow Social Azure Power Governance CORPORATE SOCIAL RESPONSIBILITY Highlights Avoided 5.2 mn tons of CO2 equivalents since inception ■ 50% saving last year in water consumption per unit of electricity generated (1) ■ Aim to become water neutral over the coming years ■ Volunteer study in FY'20 to ascertain the ecological impact of new projects in Rajasthan 19 training sessions conducted in FY'20 with 254 participants across 11 sites on air pollution and environment awareness Created over 4,300 local jobs since inception in the remote communities we operate in ■ Clean water plants built in FY'19 / '20 to provide over 71,000 people with drinking water ■ 46 smart classrooms installed in last 18 months ■ 12 houses built for low income families in FY'20 800+ street lights and 4 washrooms for communities installed in FY'20 ■Skill development training offered to over 2,500 individuals in local villages during FY'20 ■ Enhanced Health and Safety Policy implemented in FY’20 ■All projects comply with World Bank Equator Principles ■ Comply with SEC, NYSE, SGX governance standards ■ Gender diversity of Board ■ 287 internal and 4 external audits in FY'20 reported no significant non compliance (1) CY 2019 compared to CY 2018 11| Copyright © 2020 Azure Power | www.azurepower.com 11 Azure PowerⓇ#13Corporate Social Responsibility Programmes Asure Power Asu P Azure Power POLITIES Promoting livelihood enhancement by providing skill development across 7 sites in Gujarat Donation of modified wheelchair and two wheelers to the disabled army veterans Promoting education by providing smart class in Government schools across multiple states GET SP समान D mated (Azure Power Safe drinking water covering over 60,000 beneficiaries 12 | Copyright © 2020 Azure Power | www.azurepower.com 1000+ Solar street lights installed to promote rural electrification Built community toilets for sanitation and hygiene Azure Power®#14Strong Governance and Disclosure Standards Only Indian Solar Independent Power Producer listed on NYSE Standards reinforced by listing requirements Strong Corporate Governance Home country regulatory requirements Azure Power SEC & NYSE requirements that also require regular reporting SGX-ST requirements requiring periodic reporting Azure PowerⓇ Key Committees Compensation Committee Assist the board in discharging matters related to compensation Audit Committee Prudently oversee the accounting and financial reporting process of the company ■All directors are independent Nominating and Governance Committee Review & make recommendations with respect to corporate governance ■Conduct annual reviews of Board's Independence Key Policies Whistle Blower policy ■ Providing conducive environment to employees and directors for safe and secure reporting of unethical conduct Anti Bribery and Corruption Policy ■Committed to conduct business ethically ■Compliance with United States of America's Foreign Corrupt Practices Act Code of Business Conduct and Ethics ■Conducting the business with honesty, integrity and ethical behavior Corporate Social Responsibility ■Strong community partnerships Constantly working with communities for betterment For further details on policies, please refer to http://investors.azurepower.com/corporate-governance/governance-documents 13#15Experienced Board Backed by Long Term Marquee Shareholders Caisse de dépôt et placement du Québec • Increased stake in Azure Power to c.49.4% through multiple rounds & open market purchase . 2nd largest Canadian pension fund (Rated AAA) US $310 bn assets, of which over c. US$ 4.5bn invested in India Long term institutional investor: Investments in infrastructure globally of c.US$ 23bn of which c.53% in Energy IFC International Finance Corporation IFC Global Infrastructure Fund WORLD BANK GROUP • Made its first investment in company in 2010 and increased stake through multiple rounds with current holding of c.24.5% • Arm of World Bank and largest global development institution US$27bn+ investment since 2007 in Infra & Natural Resources Long term institutional investor: Leading global investor in emerging market renewable power with c.US$6.1 billion invested Azure Power Barney Rush Chairman and Independent Director ■Serves on the board of ISO-New England, the electric grid and wholesale market operator for six U.S. states ■Served as Group CEO of Mirant Europe and Chairman of the Supervisory Board of Bewag serving utility in Germany Ranjit Gupta Chief Executive Officer and Director ■Extensive experience in Renewable Energy, Thermal Power and the O&G industry ■Co-founded and served as the Chief Executive Officer of Ostro Energy H.S Wadhwa COO and Director ■Heads Project development, Land strategy, Regulatory and Utility operations 40+ years of experience in the financial services industry in India Arno Harris Independent Director Former founder and CEO of Recurrent Energy and Prevalent Power ■Serves as a board member emeritus and former board chair of the Solar Energy Industry Association Khalid Peyrye Independent Director ■Heads the Corporate Secretarial and Administrative cluster of AAA Global Services ■Previously was a Money Laundering and Compliance officer for a leading financial services company Cyril Cabanes Independent Director ■Vice President, Head of Infrastructure Transactions, Asia-Pacific at CDPQ ■20+ years of experience across all facets of infrastructure transactions including acquisitions, financing and fundraising Deepak Malhotra Independent Director ■Director, Infrastructure, South Asia at CDPQ ■18+ years of experience in infrastructure financing. He previously worked at International Finance Corporation, World Bank, at a leading credit agency India and in the Merchant Navy in Sanjeev Aggarwal Independent Director ■ Co-Founder of Helion Venture Partners and IBM Daksh Business Process Services ■Served as a Director of ShopClues, Amba Investment Services, Mindworks Global Media Services, Global Talent Track and 9.9 Mediaworx Dr. R.P. Singh Independent Director Former CMD of Power Grid Corporation Known for his contribution to the power sector in generation, transmission, policy and grid infrastructure and recipient of awards from World Bank, Electric Power Research Institute, USA and SCOPE Excellence Award. Yung Oy Pin (Jane) Lun Leung Independent Director Extensive experience in accounting, auditing, taxation, corporate secretarial and administration in the United Kingdom & Mauritius. Previously she has worked with Ascough Ward Chartered Accountants, Kingston Marks Chartered Certified Accountants and Deloitte & Touche across various sectors 14#16Industry Overview 15 R Azure Power#17Industry and Regulatory Update Industry Update Tariffs continue to rise Reflects higher threshold return expectations of disciplined international financial sponsors. Fewer companies that have the financial and operational capability to undertake increasingly large projects. Solar Project Tariffs are Rising (1) Tariff (INR/kWh) 2.80 2.60 *2.40 2.20 2.00 2Q'17 3Q'17 4Q'17 1Q'18 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 3Q'19 4Q'19 Basic Custom Duty (BCD) Implementation - A new import duty was announced and we expect this will become effective next year. All of our under construction and committed projects have change of law provisions and there should be no material impact on returns as a result. | I I I Regulatory Update Positive rulings on Safe Guard Duty (SGD) recovery The company has received positive rulings on recovery of SGD for the Rajasthan 5 & 6 projects and an increase in tariff for Maharashtra 3 of SGD recovery has been put in place. ― Andhra Pradesh (AP) Several courts and regulatory orders have compelled AP to begin making payments on past due bills. The state DISCOM is paying past due invoices to Azure. The court has ruled against recent curtailment by the state DISCOM and we have filed a suit for recovery and to enforce this judgment. - New tax regime positive for the economy and solar For companies formed up to Sept 30, 2019, they can elect to pay a 22% marginal tax rate, down from 25 30%, and no Minimum Alternate Tax (MAT) although all tax credits related to past tax holidays and incentives will be eliminated. For those companies that have tax credits and tax holidays, such as Azure, and want to keep the credits, MAT will be reduced from 18% to 15%. For electric generating companies created after Sept 30, 2019, an income tax rate of 15% and no MAT will be applied. I 1 I I I 1) Tariffs are the lowest solar bids for ground mount SECI auctions in India; Mercom 16 | Copyright © 2020 Azure Power | www.azurepower.com Azure Power®#18The Solar Advantage in India Azure's solar plants have high availability Seasonal Energy Curve India-Demand Summer Monsoon Peak Low Solar-Generation Peak Low India's 100GW Solar Capacity Addition Roadmap 100GW Solar Target 4 CAGR: 43% 34 100 2015 Dec'2019 2022E 3.8 3.9 Other advantages Electricity Usage per Capita (MWh) 12.8 I US: ~14x > India! China: ~5x > India ! 4.3 Azure Power ~100 mn people without direct power source 0.9 USA China India Significant need for new electricity supply Solar was 5 Strong Government and policy support 54% of all new FY19 capacity additions Tariff (US$/kWh) Irradiation (kWh/m2) 5.1 4.8 4.7 4.2 3.8 Significant amount of solar resource 2 3 750 750GW of solar potential in India India Spain US Australia Italy Solar is 8% of India's Installed Capacity Thermal 63% Nuclear 2% Other Renewable 4% O Hydro 13% Wind 10% Solar 8% Solar is the cheapest source of electricity Significant untapped potential (GW) 34 Solar Wind Coal Spot electricity price Gas Diesel ■Potential Source: Central Electricity Authority (CEA), MNRE, World Bank, Reuters, Deloitte Industry Report; Solar and Wind tariffs are average for last 12 months Exchange rate- INR71.45 to US$1 (New York buying rate of Dec 31, 2019) Installed Capacity (Dec-19) 17#19R Azure Power Operating and Financial Metrics 18#209 Months YTD FY'20 Key Performance Metrics XX EA P US$ 130m Revenue 31% increase (1) 1,804 MW Operating 7,115 MW Operating & Committed# 133% increase (1) US$ 0.45 Mn Project Cost/MW (DC) 28% reduction (2,3) 54% increase (1) • 635 MWs Commissioned since Q3 2019 . LOA awaited for 2 GW • 363 MWs commissioned since March 2019 . 111 MWs are under construction • AC cost per MW US$ 0.61 mn for YTD FY'20 (3) • 6 MWs Commissioned in Q3 FY20 . 5,200 MWs are committed • AC cost per MW US$ 0.70 mn for YTD FY'19 • DC cost per MW US$ 0.64 mn for YTD FY'19 US$ 43 million for Q3 FY 20 1. Increase/Reduction is over figure for December 2018. 2. Compares to YTD FY'19. 3. Excludes the impact of Safe Guard Duties (SGD). Including SGD, the AC cost would have been higher by US$ 0.06mn/MW and DC cost would have been $0.04mn/MW higher in YTD FY'20 # Excludes 150 MWs for which the company has received court approval to exit after December 31, 2019 related to a groundmount project. 19 Copyright © 2020 Azure Power |www.azurepower.com Azure PowerⓇ#21Review of Q3 FY'20 Results (in million) 3Q FY'19 INR 3Q FY'20 INR 3Q FY'20 Adjustments US$ 3Q FY'19 After Adjustments US$ US$ Revenue 2,431 3,047 42.6 1.2 43.8 29% % Change Adjusted Q3FY'20 vs Q3FY'19 3.7 22% Comments 54% increase in operational MWs partially offset by extended monsoon (-9% impact on generation) and low rooftop performance; $1.2 mn adjustment is for AP curtailment O&M cost/MW-qtr was 28% lower YoY Excluding charges related to management transition, provisions on accounts receivable and other of $3.8 mn, G&A rose 8% YoY. Cost of Operations 219 267 3.7 General & Administrative 374 676 9.5 (3.8) 5.6 8% Expenses Non-GAAP Adjusted 1,838 2,104 29.5 5.0 34.5 34% EBITDA* Depreciation and 476 717 10.0 10.0 51% Amortization Interest Expense 1,116 (1) 2,450 34.3 (7.1) 27.2 74% (¹) Net Profit/(Loss) 165 (1,357) (19.0) 12.1 (6.9) (1) 3Q FY19 interest expense includes additional $3.6 Mn interest income from follow on equity proceeds Exchange rate INR 71.45 to US$1 (New York closing rate of December 31, 2019) / *For a reconciliation of Non-GAAP measures to comparable GAAP measures, refer to the Appendix 20 Copyright © 2020 Azure Power |www.azurepower.com 54% YoY increase in operational MWs Increase in operational MWs, lower interest income drove increase; excludes $7.1 mn of charges related to second Green Bond issuance Azure Power®#22Balance Sheet Highlights As of March 31, 2019 (in million) INR As of December 31, 2019 (in million) INR US$ Cash, Cash Equivalents and Current Investments* 10,545 11,310 158.3 Property, Plant & Equipment, Net 83,445 95,727 1,339.8 Net Debt# 59,007 70,087 980.9 *Does not include restricted cash of US$ 49.1 million as on December 31, 2019. #Net of hedging derivative value and cash and cash equivalents. The hedging asset was US$ 31.1 million for the year ended March 31, 2019 and US$ 57.9 million for the quarter ended December 31, 2019. Exchange rate- INR 71.45 to US$1 (New York closing rate of December 31, 2019). 21| Copyright © 2020 Azure Power |www.azurepower.com Azure Power®#23Reiterating FY'20 Guidance and Providing FY'21 Guidance FY 2020 No Change to Guidance (1) Expect to be at the lower end of the range FY 2021 INR 15,800 - 16,600 million (2) of Revenue for FY'21 1Q FY'21 Revenue: INR 3,800 - 3,950 million 2,650 2,950 MWs (3) - Operating by March 31, 2021 Primary drivers to achieve high end of guidance: Normal weather A No curtailment On time commissioning of plants (Exchange rate- INR71.45 to US$1) 1) The Company continues to expect to have between 1,800 - 1,825 MWs operational by March 31, 2020 and FY'20 revenue of between INR 12,770 - 13,350 million (or US$ 178–187 million), 2) US$ 221-232 Mn, includes assets that may be sold 3) Includes assets that may be sold 22 Copyright © 2019 Azure Power | www.azurepower.com Azure PowerⓇ#24Appendix 23 R Azure Power#25Historical Plant Load Factor (PLF); 4Q FY'20 and 1Q FY'21 Forecasts 23.0% 22-23% 1Q FY'21 forecast 22.0% 21.5% 21.0% 20.0% 19.4% 19.0% 18.0% 17.0% 16.0% 15.0% 1Q 24 Copyright © 2020 Azure Power |www.azurepower.com 16.4% 16.8% 17.9% 17.7% 21-22% 4Q FY'20 forecast 2Q 3Q 4Q FY'19 FY'20 20.5% Azure Power®#26DSO by Counterparty Amounts in US$ million Customer Name Project Name Capacity (MWs) Total outstanding Due greater Due 0-90 Due 91-365 DSO than 365 SECI, NTPC, NVVN 689 11 11 0 Southern Power Distribution Com of AP Ltd (¹) AP-1 50 10(1) 60 2 552(¹) Hubli Electricity Supply Company Ltd K-3 40 3 1 211 Gulbarga Electricity Supply Company Chamundeshwari Electricity Supply Co K-4 40 3 1 N 0 210 K-5 50 8 3 3 242 Other States 799 18 15 2 91 Rooftop 136 3 1 0 153 1,804 57 35 16 6 119 Exchange rate- INR 71.45 to US$1 (New York closing rate of December 31, 2019). (1) AP-1 has received ~$2.5mn since December 31, 2019 for payment of past due invoices. DSO for AP-1 would have been 409 days adjusting for these payments. 25 | Copyright © 2020 Azure Power | www.azurepower.com Azure Power®#27Use of Non-GAAP Financial Measures Adjusted EBITDA is a non-GAAP financial measure. The Company presents Adjusted EBITDA as a supplemental measure of its performance. This measurement is not recognized in accordance with USGAAP GAAP and should not be viewed as an alternative to USGAAP GAAP measures of performance. The presentation of Adjusted EBITDA should not be construed as an inference that the Company's future results will be unaffected by unusual or non-recurring items. The Company defines Adjusted EBITDA as net loss (income) plus (a) income tax expense, (b) interest expense, net, (c) depreciation and amortization, and (d) loss (income) on foreign currency exchange. The Company believes Adjusted EBITDA is useful to investors in evaluating our operating performance because: • . Securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities; and it is used by our management for internal reporting and planning purposes, including aspects of its consolidated operating budget and capital expenditures. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Company's results as reported under USGAAP GAAP. Some of these limitations include: • • • • it does not reflect its cash expenditures or future requirements for capital expenditures or contractual commitments or foreign exchange gain/loss; it does not reflect changes in, or cash requirements for, working capital; it does not reflect significant interest expense or the cash requirements necessary to service interest or principal payments on its outstanding debt; it does not reflect payments made or future requirements for income taxes; and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or paid in the future and Adjusted EBITDA does not reflect cash requirements for such replacements or payments. Investors are encouraged to evaluate each adjustment and the reasons the Company considers it appropriate for supplemental analysis. For more information, please see the table captioned "Reconciliations of Non-GAAP Measures to Comparable GAAP Measures" in this presentation. 26 Copyright © 2020 Azure Power |www.azurepower.com Azure Power®#28Reconciliation of Non-GAAP Measures to Comparable GAAP measures Quarter Ended December 31, Nine month Ended December 31, (in million) (in million) 2018 2019 2019 2018 2019 2019 INR INR US$ INR INR US$ Net profit (loss) 165 (1,357) (19.0) (102) (1,943) (27.2) Income tax expense 63 236 3.3 171 407 5.7 (1) Interest expense, net 1,116 2,450 34.3 3,446 5,933 83.0 Depreciation and amortization 476 717 10.0 1,627 2,010 28.1 Loss on foreign currency 18 60 0.8 459 324 4.5 exchange Adjusted EBITDA 1,838 2,104 29.5 5,601 6,731 94.2 1) Interest expense for the current quarter ended 31 December 2019 includes one-time charges of US$ 8.4 million due to the issuance of the second green bond. Exchange rate- INR 71.45 to US$1 (New York closing rate of December 31, 2019). 27 Copyright © 2020 Azure Power |www.azurepower.com Azure Power®#29Projects Commissioned - Utility as on 31st Jan, 20 Project Names Commercial Operation Date(1) PPA Capacity DC Capacity (MW) (MW) Tariff (INR/kWh) Operational Utility Off taker Duration of PPA in Years Credit Rating (6) Punjab 1 (3) Q4 2009 Punjab 2.1 (3) Q3 2014 15 Punjab 2.2 (3) Q4 2014 15 255 15 15 255 17.91 7.67 Punjab 2.3 (3) Q4 2014 4 4 7.97 8.28 NTPC Vidyut Vyapar Nigam Limited Punjab State Power Corporation Limited Punjab State Power Corporation Limited 25 AAA 25 A 25 A Karnataka 1 (3) Q1 2015 Uttar Pradesh 1 (3) Q1 2015 Gujarat 1.1 (3) Q2 2011 Gujarat 1.2 (3) Q4 2011 Rajasthan 1 (4) Q4 2011 Rajasthan 2.1(4) Q1 2013 Rajasthan 2.2(4) Q1 2013 Rajasthan 3.1 (3) Q2 2015 Rajasthan 3.2 (3) Q2 2015 Rajasthan 3.3 (3) Q2 2015 40 Chhattisgarh 1.1(4) Q2 2015 Chhattisgarh 1.2(4) Q2 2015 Chhattisgarh 1.3(4) Q3 2015 10 Rajasthan 4 (3) Q4 2015 Delhi 1.1 Q4 2015 Karnataka 2(4) Q1 2016 10 Andhra Pradesh 1 (3) Punjab 3.1(4) Q1 2016 50 Q1 2016 Punjab 3.2(4) Q1 2016 DD55525244UQD5284 10 10 20 15 20 40 41 10 10 10 6 12 2255527277ODDON2724 10 7.47 12 8.99 15.00(5) Punjab State Power Corporation Limited Bangalore Electricity Supply Company Limited Uttar Pradesh Power Corporation Limited 25 A 25 A+ 12 A+ Gujarat Urja Vikas Nigam Limited 25 AA- 15.00(5) Gujarat Urja Vikas Nigam Limited 25 AA- 11.94 NTPC Vidyut Vyapar Nigam Limited 25 AAA 21 8.21 NTPC Vidyut Vyapar Nigam Limited 25 AAA 17 8.21 NTPC Vidyut Vyapar Nigam Limited 25 AAA 5.45(2) Solar Energy Corporation of India 25 AA+ 43 5.45(2) 5.45(2) Solar Energy Corporation of India Solar Energy Corporation of India 25 AA+ 25 AA+ 10 6.44 10 6.45 6.46 5.45(2) 5.43(2) Chhattisgarh State Power Distribution Company Ltd Chhattisgarh State Power Distribution Company Ltd Chhattisgarh State Power Distribution Company Ltd Solar Energy Corporation of India Solar Energy Corporation of India 25 A 25 A 25 A 25 AA+ 25 AA+ 6.66 6.44(5) 7.19 7.33 Bangalore Electricity Supply Company Limited Southern Power Distribution Com of AP Ltd Punjab State Power Corporation Limited Punjab State Power Corporation Limited 25 A+ 25 BB- 25 A 25 A (1) Refers to the applicable quarter of the calendar year. There can be no assurance that our projects under construction and our committed projects will be completed on time or at all., (2) Projects are supported by viability gap funding in addition to the tariff, (3) Projects under Restricted Group (4) Non restricted group projects with operations more than one year considered for covenant analysis, (5) Current tariff, subject to escalation/change, as per PPA (6) Source: Ministry of Power 7th Annual Integrated Rating, ICRA, CARE, Crisil and India Ratings 28 | Copyright © 2020 Azure Power | www.azurepower.com Azure Power#30Projects Commissioned- Utility and C&I as on 31st Jan 20 Project Names Commercial Operation Date(1) PPA Capacity DC Capacity (MW) (MW) Tariff (INR/kWh) Operational - Utility Off taker Duration of PPA in Years Credit Ratings 5) Bihar1 (4) Q3 2016 10 11 8.39 North & South Bihar Power Distribution Company Ltd Punjab 4.1(3,4) Q4 2016 50 52 5.62 Punjab State Power Corporation Limited Punjab 4.2(3,4) Q4 2016 50 52 5.63 Punjab State Power Corporation Limited Punjab 4.3(3,4) Q4 2016 50 52 5.64 Karnataka 3.1 (4) Q1 2017 50 54 6.51 Karnataka 3.2(4) Q1 2017 40 42 6.51 Karnataka 3.3(4) Q1 2017 Maharashtra 1.1 Maharashtra 1.2 Uttar Pradesh 2 Telangana 1(4) Q1 2017 Q1 2017 725 40 Andhra Pradesh 2 Q2 2017 100 Q2 - Q3 2017 50 Q1 2018 100 Uttar Pradesh 3 Q2 2018 40 Andhra Pradesh 3 Q2 2018 50 59 Gujarat 2 Q4 2018- 260 Q1-2019 Karnataka 4.1 Karnataka 4.2 Rajasthan 5(2) Maharashtra 3 Total Operational Capacity - Utility Q1 2019 50 7203224255 6.51 5.50(2) 6 5.31 Punjab State Power Corporation Limited Chamundeshwari Electricity Supply Company Hubli Electricity Supply Company Limited Gulbarga Electricity Supply Company Limited Ordnance Factory, Bhandara Ordnance Factory, Ambajhari 25 5.12 NTPC Limited 59 4.78 NTPC Limited 25 128 4.67 NTPC Limited 25 4.43(2) Solar Energy Corporation of India 25 4.43(2) Solar Energy Corporation of India 25 2.67 Gujarat Urja Vikas Nigam Limited 25 222222222222222 25 B+ 25 A A 25 A 25 A 25 BB A AA+ 25 AA+ 25 AAA AAA AAA AA+ AA+ AA- 2.93 Bangalore Electricity Supply Company 25 A+ Q1 2019 50 75 2.93 Hubli Electricity Supply Company Limited 25 BB Q2-Q3 2019 200 262 2.48 Solar Energy Corporation of India 25 AA+ Q3 2019 130 195 2.72 Maharashtra State Electricity Distribution Company Limited 25 A 1,658 2,048 Total Operational Capacity - C&I(4,5) 2013 Q4 2019 146 146 5.52(3) Various 25 Total Operational 1,804 2,194 (1) Refers to the applicable quarter of the calendar year. (2) Projects are supported by viability gap funding, in addition to the tariff, (3) Includes projects with capital incentives; levelized tariff, (4) Projects under Restricted Group (5) Punjab Rooftop, 10 MW is in Restricted Group (5) Source: Ministry of Power 7th Annual Integrated Rating, ICRA, CARE, Crisil and India Ratings 29 | Copyright © 2020 Azure Power |www.azurepower.com Azure PowerⓇ Ⓡ#31Under Construction & Committed Projects - Utility and C&I as on 31st Jan 20 Project Names Expected Commercial Operation Date(1) PPA Capacity (MW) Tariff (INR/kWh) Off taker Duration of PPA in Years Credit Ratings (3) Under Construction Assam 1 Q2 2020 90 3.34 Assam Power Distribution Company 25 B+ Total Under Construction- Utility 90 Total Under Construction- Rooftop Q4 2020- Q2 2020 21 4.83 Various 25 Total Capacity Under Construction 111 Committed Rajasthan 6 Q4 2020 600 2.53 Solar Energy Corporation of India 25 AA+ Rajasthan 8 Rajasthan 9 Q4 2020 300 2.58 Solar Energy Corporation of India 25 AA+ Q2 2021 300 2.54 Solar Energy Corporation of India 25 AA+ 2 GW Project 1 2000(3) 2.92 Solar Energy Corporation of India 25 AA+ 2 GW Project 2 2000(4) 2.92 Solar Energy Corporation of India 25 AA+ Total Committed Capacity- Utility 5,200 Total Portfolio 7,115 (1) Refers to the applicable quarter of the calendar year. There can be no assurance that our projects under construction and our committed projects will be completed on time or at all. (2) Source: Ministry of Power 7th Annual Integrated Rating, ICRA, CARE, Crisil and India Ratings (3) LoA received. PPA yet to be signed (4) Company has elected to exercise greenshoe under auction guidelines but has not received LOA 30 Copyright © 2020 Azure Power |www.azurepower.com Azure Power®#32Project Debt Schedule As of December 31, 2019 Outstanding Principal Amount (In thousands) Type of Interest Currency Maturity Date(¹) Name of Project INR US$ (2) Gujrat 2 Andhra Pradesh 1 Bihar 1 9,187,908 128,592 Fixed INR 2024 2,508,312 35,106 Fixed INR 2022 438,767 6,141 Fixed INR 2022 Gujarat 1 927,560 12,982 Fixed INR 2022 Karnataka 1 526,727 7,372 Fixed INR 2022 Karnataka 3.1 1,380,099 19,316 Fixed INR 2022 Karnataka 3.2 1,426,046 19,959 Fixed INR 2022 Karnataka 3.3 6,542,025 91,561 Fixed INR 2022 Punjab 1 174,000 2,435 Fixed INR 2022 Punjab 2 1,699,000 23,779 Fixed INR 2022 Punjab 4 5,810,000 81,316 Fixed INR 2022 Rajasthan 3.1 867,000 12,134 Fixed INR 2022 Rajasthan 3.2 1,699,530 23,786 Fixed INR 2022 Rajasthan 3.3 1,803,412 25,240 Fixed INR 2022 Rajasthan 4 236,000 3,303 Fixed INR 2022 Telangana 1 Uttar Pradesh 1 Punjab Rooftop 2 Rajasthan 1 Rajasthan 2 4,610,000 64,521 Fixed INR 2022 510,438 7,144 Fixed INR 2022 384,000 5,374 Fixed INR 2022 482,454 6,752 Fixed US$ 2028 Chhattisgarh 1.1, 1.2 & 1.3 1,315,515 18,412 Floating INR 2029 3,042,323 42,580 Fixed US$ 2031 Karnataka 2 Maharashtra 1.1 & 1.2 439,448 325,000 6,150 4,549 Floating INR 2032 Fixed INR 2024 1) This represents the last repayment period. These loans are repayable on a quarterly or semi-annual basis. For repayment by period of the above-mentioned loans, refer to contractual obligation and commercial commitments. 2) Exchange rate- INR 71.45 to US$1 (New York buying rate of December 31, 2019).#33Project Debt Schedule As of September 30, 2019 Outstanding Principal Amount (In thousands) Type of Interest Currency Maturity Date (2) Name of Project INR US$ (5) Uttar Pradesh 3 Andhra Pradesh 3 Punjab 3.1 and 3.2 1,777,800 24,882 Fixed INR 2024 2,179,000 30,497 Fixed INR 2024 1,219,000 17,061 Fixed INR 2024 Uttar Pradesh 2 2,116,000 29,615 Floating INR 2034 Andhra Pradesh 2 5,383,335 75,344 Floating INR 2036 Karnataka 4 3,934,000 55,059 Fixed INR 2024 Rajasthan 5 5,559,886 77,815 Mixed INR 2038 Maharashtra 3 Rooftop Projects 5,237,810 73,307 Fixed INR 2024 2,174,740 30,437 Mixed INR/US$ 2022-2031 Total 75,917,135 (2)(3) 1,062,521 1) This represents the last repayment period. These loans are repayable on a quarterly or semi-annual basis. For repayment by period of the above-mentioned loans, refer to contractual obligation and commercial commitments. 2) This amount is presented in the financials as net of ancillary cost of borrowing of INR 1,132 million (US$ 15.84 million). 3) Further, non-project level debt of INR 3,400 million (US$ 47.59 million) and working capital loans for INR 2,190 million (US$ 30.65 million), respectively, are excluded from the above table.. Further foreign exchange fluctuation of INR 5,158 million (US$ 72.19 million) is in respect of project debt against which the company has taken hedge. 4) Rooftop Projects includes, Delhi Rooftop 4, Gujrat rooftop, Punjab Rooftop 2, Railway 1, DJB, DMRC and SECI. 5) Exchange rate- INR 71.45 to US$1 (New York buying rate of December 31, 2019).#34Glossary of Select Terms Accelerated Depreciation - Accelerated depreciation can be elected at the project level, such that projects that reach COD in the first half of the fiscal year can expense 100% of eligible project costs in year 1, and otherwise can expense 50% of project costs in year 1 and the remainder thereafter. After March 31, 2017, projects that reach COD in the first half of the fiscal year will be eligible to expense 60% of project costs in fiscal year 1 Balance of System (BOS) – The non-module costs of a solar system Committed Projects - Solar power plants that are allotted, have signed PPAs, or are under construction but not commissioned Contracted Projects - Solar power plants that have signed PPAs, or are under-construction but not commissioned. Day Sales Outstanding (DSO)- Days Sales Outstanding (DSO): Outstanding amount+Period Total Sales for the period DSO represents the average no of days taken to recognize the revenue against sale of power Cash Flow to Equity (CFe) - Adjusted EBITDA less cash interest expense, cash taxes, normalized debt amortization over 20 years and maintenance capex but excludes the impact from corporate debt servicing, changes in working capital or cash traps related to lender covenants Levelized Cost of Energy (LCOE) - A cost metric used to compare energy alternatives, which incorporates both upfront and ongoing costs and measures the full cost burden on a per unit basis Ministry of New and Renewable Energy (MNRE) A Government of India ministry whose broad aim is to develop and deploy new and renewable energy to supplement India's energy requirements National Operating Control Center (NOCC) – Azure Power's centralized operations monitoring center that allows real-time project performance monitoring and rapid response Power Purchase Agreement (PPA) shall mean the Power Purchase Agreement signed between off-taker and the Company for procurement of contracted capacity of solar power Renewable Purchase Obligations (RPO) - Requirements specified by State Electricity Regulatory Commissions (SERCs) as mandated by the National Tariff Policy 2006 obligating distribution companies to procure solar energy by offering preferential tariffs. Safe Guard Duty (SGD) - a tax on imported modules from most countries outside India which is 15% from January 30, 2020, to July 29, 2020. Section 80-IA Tax Holiday - A tax holiday available for ten consecutive years out of fifteen years beginning from the year Azure Power generates power, for the projects commissioned on or before April 01, 2017. Solar Auction Process - A reverse bidding process, in which participating developers bid for solar projects by quoting their required tariffs per kilowatt hour, or their required VGF in order to deliver certain tariffs. Projects are allocated to the bidders starting from the lowest bidder, until the total auctioned capacity is reached 33 | Copyright © 2020 Azure Power |www.azurepower.com Azure Power®#35Contacts Investor Contact Nathan Judge, CFA [email protected] +1 (917) 209-6750 Investor Relations, Azure Power Media Contact Samitla Subba [email protected] +91-11-4940 9854 Marketing, Azure Power 34 Azure Power#3633 35 55 Thank You Azure Power 35 R