Azure Power Energy Ltd. announced the early results of its previously announced offer to purchase for cash (the Tender Offer), upon terms and subject to the conditions set forth in the Tender Offer Memorandum dated February 16, 2024 (the Tender Offer Memorandum), its outstanding 5.65% Senior Notes due 2024 issued by the Company issued under the indenture dated September 24, 2019, as supplemented on December 8, 2023 (the Indenture). Early Results of the Tender Offer: The Tender Offer commenced on February 16, 2024. The Early Tender Deadline expired at 5:00 p.m. (New York City time) on March 1, 2024.

As at the Early Tender Deadline, the Company received valid tenders under the Tender Offer which had not been validly withdrawn in respect of the Notes with an aggregate principal amount outstanding of USD 329,231,000, representing approximately 94.04% of the total principal amount outstanding of the Notes. Tender Consideration: The Tender Consideration for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is USD 1,000 for each USD 1,000 in principal amount of the Notes. As the Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will accept for purchase the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline in the amount of USD 40,000,000 by applying a Scaling Factor of 12.4173%.

The principal amount of each Noteholder?s validly tendered Notes in the Tender Offer to be accepted for purchase by the Company will be determined by multiplying such Noteholder?s tendered Notes by the Scaling Factor, rounded down to the nearest USD 1,000. If after applying such Scaling Factor and rounding down to the nearest USD 1,000, any Noteholder would be entitled to a return of a portion of tendered Notes that is less than the minimum denomination of USD 200,000, then the Company has decided in its sole discretion and in accordance with the terms of the Tender Offer to reject all of the Notes tendered by such Noteholder without applying the Scaling Factor. All Notes not accepted as a result of scaling will be returned to the Noteholder on the Early Settlement Date.

Settlement and Notes Remaining Outstanding: Early Settlement Date is expected to be on or about March 8, 2024. Following the Early Settlement Date, USD 310,101,000 in aggregate principal amount of the Notes will remain outstanding. As the Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

The Tender Offer will expire at 5:00 p.m. (New York City time) on March 18, 2024, unless, at the sole discretion of the Company, extended, re-opened, or amended, subject to applicable laws and as provided in the Tender Offer Memorandum. The company also announced the early results of its previously announced offer to purchase for cash (the Tender Offer), upon terms and subject to the conditions set forth in the Tender Offer Memorandum dated February 16, 2024 (the Tender Offer Memorandum), its outstanding 3.575% Senior Notes due 2026 issued by the Company (the Notes) issued under the indenture dated April 19, 2021, as supplemented on December 8, 2023 (the Indenture). Early Results of the Tender Offer: The Tender Offer commenced on February 16, 2024.

The Early Tender Deadline expired at 5:00 p.m. (New York City time) on March 1, 2024. As at the Early Tender Deadline, the Company received valid tenders under the Tender Offer which had not been validly withdrawn in respect of the Notes with an aggregate principal amount of USD 403,290,000, representing approximately 97.41% of the total principal amount of the Notes before application of the Pool Factor of 0.8289. Increase of Maximum Acceptance Amount: The Company hereby in its sole discretion has decided to increase the Maximum Acceptance Amount to USD 14,477,000 (the Amended Maximum Acceptance Amount), such that the principal amount of Notes to be purchased pursuant to the Tender Offer following application of the Pool Factor will not exceed USD 12,000,000.

Tender Consideration: The Tender Consideration for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is USD 1,000 for each USD 1,000 in principal amount of the Notes. As the Amended Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will accept for purchase the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline in the amount of USD 14,477,000 (before application of the Pool Factor) by applying a Scaling Factor of 3.6569%. The principal amount of each Noteholder?s validly tendered Notes in the Tender Offer to be accepted for purchase by the Company will be determined by multiplying such Noteholder?s tendered Notes by the Scaling Factor, rounded down to the nearest USD 1,000.

If after applying such Scaling Factor and rounding down to the nearest USD 1,000, any Noteholder would be entitled to a return of a portion of tendered Notes that is less than the minimum denomination of USD 200,000, the Company has decided in its sole discretion and in accordance with the terms of the Tender Offer to reject all of the Notes tendered by such Noteholder without applying the Scaling Factor. All Notes not accepted as a result of scaling will be returned to the Noteholder on the Early Settlement Date. Settlement and Notes Remaining Outstanding: Early Settlement Date is expected to be on or about March 8, 2024.

Following the Early Settlement Date, approximately USD 331,165,000 in aggregate principal amount of the Notes will remain outstanding (following application of the Pool Factor). As the Amended Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline. The Tender Offer will expire at 5:00 p.m. (New York City time) on March 18, 2024, unless, at the sole discretion of the Company, extended, re-opened, or amended, subject to applicable laws and as provided in the Tender Offer Memorandum.

Subsequent Tender Offer: Following the completion of this Tender Offer, the Company will separately make an offer to purchase an aggregate principal amount of USD 8,000,000 of the Notes by a date that is on or prior to August 26, 2024 in order to satisfy the Section 3.12 of the Indenture.