#1India's first private grid connected MW solar plant India's first distributed rooftop solar project over one megawatt Pan India portfolio of solar assets in 20+ States Issued India's first solar Green Bond R Azure Power 1 | Copyright © 2018 Azure Power | www.azurepower.com Investor Presentation May 2018#2Disclaimer Forward-Looking Statements 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 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 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, project and portfolio represents capacity of solar power plants pursuant to PPAs, signed or allotted or where the Company has 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. 2 | Copyright © 2018 Azure Power | www.azurepower.com Azure PowerⓇ#3Attractive Indian Solar Market Solar Power is positioned to grow rapidly as a leading solution to India's structural power deficit Fast growing Indian economy has outstripped its power supply India requires 134GW(¹) of new capacity by 2020 Solar is the most affordable source of power(2) Solar power is a key part of the solution (US Cents/kWh) 7.5 3.7 4 18 24 22.0GW(3) 46%+ CAGR 100GW(3) March '18 Installed 2022E Government 1. India's GDP Growth is estimated to have increased 7.4 per cent in 2017-18 Estimated 270 million people without access to electricity (5) Solar Wind Coal Gas Diesel Capacity Target 54% of all electricity capacity additions across India are solar for FY18(3,4) ☐ India's average solar irradiation amongst the highest in the world ■ Imported coal sets the price of power ■ Transparent and structured solar auction World Energy Outlook 2015, India target capacity of 436GW by 2020. 2) Solar Press release| Wind: press release | Coal: Press release | Diesel and gas prices based on the average of the range as per Lazard Levelized Cost of Energy Analysis, November 2017. in US$ per kWh | Exchange rate- INR65.11 to US$1 (New York closing rate of March, 2018), 3) MNRE 4) CEA 5) World Bank, State of electricity access report 3 | Copyright © 2018 Azure Power | www.azurepower.com Azure PowerⓇ#4Azure Power: A Unique Opportunity Azure represents a unique opportunity to invest in a leading solar power company in India with a track record of execution and high growth 菇 Integrated Business Model Strong Track Record Ability To Win 1,002(2) Operating MW CAGR: 102% 17 Mar '12 18-May A Market Leading Business Today 14% An industry leader with ~1.9 GW portfolio 25 year, fixed price PPAs with high-quality counterparties Mar '16 Jan '18 Azure Implied Market Share (1) Strong access to capital; Listed on NYSE and issued $500 mn (coupon 5.5%) solar green bond in Aug 2017 ✓ Founded in 2008 and developed India's first utility scale solar project in 2009 Note: All capacities are in MW. 1. Implied share % calculated as Azure Incremental Capacity Won / Tendered Capacity participated.2. Includes recently announced wins 4 | Copyright © 2018 Azure Power | www.azurepower.com Azure PowerⓇ#51,851 MW Diversified Portfolio across 23 states 1 GW (2)operational, 849 MW committed with combined portfolio of 1,851 MW geographically diversified across 23 states Utility Portfolio – 1,6588 MW Delhi (2MW) C&I Portfolio - 193 MW Punjab (214MW) 214 MW Rajasthan (345MW) 145 MW 200 MW Gujarat (270MW) 10 MW 260 MW Maharashtra (137MW) 7 MW 130 MW 1 MW 1 MW Uttar Pradesh (100MW) 100 MW Over 190 MW Pan India Portfolio Bihar (10MW) 10 MW Chhattisgarh (30MW) (30MW) 30 MW Telangana (100MW) Operational Solar Capacity 100 MW Under Construction Committed Andhra Pradesh (200MW) Cover 23 States 200 MW Committed & Under Construction Projects Operating Projects Karnataka (250MW) 150 MW 100 MW Projects operating with longest operating history amongst renewable IPPS Repeat business targeted in various states subsequent to experience achieved Note: 1.)Others include Chhattisgarh, Bihar and Delhi 2) Capacity in AC 5 | Copyright © 2018 Azure Power | www.azurepower.com Present Across 200+ cities (1) Azure Roof Power Solarizing 2300+ Roofs (1) Azure PowerⓇ#6History of Strong Growth and Cost Reductions; 501% Revenue Growth since 2015 501% Growth in Revenues (FY'15 to 3Q18 LTM) 158% Growth in Portfolio Run Rate (FY'15 through 9 Months FY'18) MWs Million US$ 12080 120 100 80 60 40 20 0 FY15 CAGR: 79% FY16 FY17 3Q18 LTM 326% Increase in Portfolio MWs (FY'15 to 9 Month FY'18) 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 FY15 FY16 FY17 3Q18 Note: Charts assume exchange rate- INR63.83 to US$1 (New York closing rate of December 31, 2017), 6 | Copyright © 2018 Azure Power | www.azurepower.com Million US$ 250 200 150 100 50 0 FY15 FY16 FY17 3Q18 86% Reduction in Balance of System Costs (FY'11 to FY'17) $US/Watt 4.00 3.00 2.00 1.00 FY11 FY12 FY13 FY14 FY15 FY16 FY17 ■Module Cost BOS Cost Azure PowerⓇ#7Incremental Revenue Growth of $115mn from Locked-In Contracts US $ Million $300 $250 $200 108% growth $150 $100 86% growth $50 $0 167% growth Committed Under Construction Operating 3Q17 LTM 3Q18 LTM Current Portfolio Revenue 5 GW Goal (in $mn) Operating Plants > 1 year Operating Plants < 1 year Run Rate Under Construction Projects Committed Projects Future New Projects 512 Operating MWs at end of period $57 Revenues 905 $106 1,591 1 $221 1 5,000 $591 2 Cash flow profile expected to grow significantly as existing committed projects come on-line 1. 2. Portfolio revenue run rate is based on the portfolio at Dec 31, 2017 of 1,591 MW and does not include recent announcements This is an illustrative example based on assumptions. Actual results may differ and the differences may be material and adverse. This is the annual figure based on net PLF of 21.77% and a weighted-average tariff rate of $0.071/kWh for the total committed portfolio of 1.6 GW. The growth from 1.6 GW to 5 GW is based on net PLF of 24.05% and a weighted-average tariff rate of $0.05/kWh, Exchange rate- INR63.83 to US$1 (New York closing rate of December, 2017). 7 | Copyright © 2018 Azure Power | www.azurepower.com Potential Market Share Azure Power#8Integrated Business Model Drives Attractive Returns In Falling Tariff Environment Integrated Business Model Azure's integrated approach enhances returns Local development expertise for land development, transmission & interconnection capabilities Continued ability to win bids above the lowest clearing bid Real-time monitoring for high availability of assets Cost of Capital Reductions Access to public equity and debt; relationships with leading infrastructure and pension investors; Cost of Capital Project debt costs have declined ~250 bps since 2014 Power Price Tariffs 20%+ IRR Project Costs (Modules, BOS) Project Cost Reductions In-house value engineering, design and procurement expertise complemented by strong supplier relationships; Achieved an 86% BOS cost decline since inception High Quality Counterparties 8 | Copyright © 2018 Azure Power | www.azurepower.com Majority of portfolio with sovereign level, highly rated Gov. of India agencies Over 73% of the portfolio contracts with A to AAA credit rated offtakers Azure PowerⓇ#9Experienced Leadership Name and Designation Inderpreet Singh Wadhwa Founder, Chairman and CEO Director H.S. Wadhwa COO Director Robert (Bob) Kelly Independent Director Sanjeev Aggarwal Independent Director Barney Rush Independent Director Arno Harris Independent Director Cyril Cabanes Independent Director Dr. Rajendra Prasad Singh Independent Director Biography Renewable energy enthusiast that has over 20 years experience building large scale infrastructure projects, patenting application products, building profitable operations, and raising venture/project finance Founded Azure Power after a successful stint in Silicon Valley, with the goal of having a positive social impact in rural India Focuses on project development and internal operations of the company 40+ years s of experience as former Chairman & Managing Director of India's largest public insurance organization Served on several boards including General Insurance Corporation of India, India International Insurance Private Limited, Loss Prevention Association of India Limited Served as CFO of SolarCity Corporation in California, U.S. and served as CFO of Calera Corporation and as an independent consultant providing financial advice to retail energy providers and power developers Serves as a member of the Board of Solix Biosystems and a Managing Partner of Ember Infrastructure Partners Co-Founder of Helion Venture Partners and IBM Daksh Business Process Services, where he was CEO until June 2006 ▪ Served as a Director of ShopClues, Clues Network, Today's Healthcare India, Amba Investment Services, Mindworks Global Media Services, Global Talent Track and 9.9 Mediaworx Served on the board of ISO-New England, the electric grid and wholesale market operator for six U.S. states Served as the CEO of H2Gen Innovations, Inc., a venture capital backed start-up which developed and manufactured skid-mounted hydrogen generators ▪ Served as Group CEO of Mirant Europe and Chairman of the Supervisory Board of Bewag serving utility in Berlin, Germany Former Founder and CEO of Recurrent Energy and Prevalent Power ☐ Played a key role in starting various companies including RedEnvelope, WineShopper.com and Novo Media Group, Inc. Serves as a board member of Advanced Energy Economy Institute, board member emeritus and former board chair of the Solar Energy Industry Association Vice President - Head of Infrastructure Transactions, Asia-Pacific at Caisse de dépôt et placement du Québec (CDPQ) Former Director at Deutsche Bank - Responsible for acquisitions, capital raising and product development for Asia-Pacific 19 years of experience across all facets of infrastructure transactions including acquisitions, financing and fundraising Former Chairman & Managing Director of Power Grid Corporation, a Government of India enterprise and India's largest electric transmission utility Known for his contributions to the national power transmission grid and modern load dispatch centres and recipient of many national and international awards 9| Copyright © 2018 Azure Power | www.azurepower.com Azure PowerⓇ#10Azure Power Investment Highlights Azure Power represents a unique opportunity within the high-growth Indian solar market ✓ Azure's highly scalable model and superior execution has led to an increase in our implied market share (1) to ~14% ✓ ~1.6 GW portfolio offers revenue growth of 108%(1) ✓ Locked- in contracts to deliver US$115mn of incremental revenue growth (1) ✓ Operating project CAGR of 99% since March 31, 2012 through January 31, 2018 (2) ✓ Azure's integrated business model and access to low cost of capital delivers 20+ % equity returns Note: All USD tariff rates are based on illustrative 63.83 INR/USD exchange rate. 1. Incremental share% calculated as Azure Incremental capacity Won/tendered Capacity participated from Mar'16-Jan'18 (1) Excludes 260 MWs of recently won capacity 2) excludes recently announced completions 10 | Copyright © 2018 Azure Power | www.azurepower.com Azure PowerⓇ#11Illustrative Unit Economics Illustrative Levered Unit Economics An Illustrative Unit Economics for 350MWs that is representative of the Company's under construction projects, which includes blended economics across geographies and counter parties $/ Watt $0.40 $0.30 $0.24 $0.20 $0.03 $0.11 $0.10 $0.00 Equity Investment EPC Margin (2) (2) Incentive Key Assumptions $0.86 / Watt 13% of Project Cost 25 Years 25.5% $0.048 / kWh Project Cost (1) EPC Margin (2) $0.17 $0.07 PPA Tenor Net PLF Tariff Incentive (VGF) Degradation Value Creation Opex PPA Cash Flows Capitalizing the Illustrative Project $0.03 / W 0.6% ~8% of Revenue Initially Key Assumptions Scenario Equity Requirement IRR Multiple of Invested Capital Leverage 71%-80% 71% Project Debt $0.24 20.1% 1.27x Interest Rate 9.1% Tenor 21 Years (3) 80% Project Debt $0.21 35.2% 1.45x Due to its integrated business model, Azure has been able to capture outsize returns on recent projects (2) Note: This is an illustrative example based on assumptions. Actual results may differ and the differences may be material and adverse. Assumes 63.83 INR/USD exchange rate. All discounted figures based on 12.0% cost of equity. Total upfront investment equals gross project costs including modules, balance of system, land and financing costs. 1. 2. 3. This represents the margin Azure is able to retain because it does not use a 3rd party vendor. In addition, select projects have Viability Gap Funding Incentive offered by the government which partially offsets the project costs. Out of 80% of project debt required, 71% is financed through term lending and 9% through use of Azure USD Bond proceeds. 11 | Copyright © 2018 Azure Power | www.azurepower.com Azure PowerⓇ#12R Azure Power® Affordable Solar Power for Generations Excellence | Honesty | Social Responsibility | Entrepreneurship