Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ Registration statement pursuant to section 12(b) or 12(g) of the Securities Exchange Act of 1934 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to or ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2017 or ☐ Shell company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of event requiring this shell company report Commission file number 001-37909 Azure Power Global Limited (Exact name of Registrant as specified in its charter) Mauritius (Jurisdiction of Incorporation or Organization) 8 Local Shopping Complex Pushp Vihar, Madangir, New Delhi 110062, India Telephone: (91-11) 49409800 (Address and Telephone Number of Principal Executive Offices) Inderpreet Singh Wadhwa Chief Executive Officer 8 Local Shopping Complex Pushp Vihar, Madangir, New Delhi 110062, India Telephone: (91-11) 49409800 (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Equity Shares, par value US$0.000625 per share New York Stock Exchange (Title of Class) (Name of Exchange On Which Registered) Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of March 31, 2017, 25,915,956 equity shares, par value US$0.000625 per share, were issued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging Growth Company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐ If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court: Yes ☐ No ☐ Table of Contents TABLE OF CONTENTS Contents ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 36 ITEM 4A. UNRESOLVED STAFF COMMENTS 49 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 49 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 80 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 92 ITEM 8. FINANCIAL INFORMATION 94 ITEM 9. THE OFFER AND LISTING 95 ITEM 10. ADDITIONAL INFORMATION 96 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 104 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 105 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 106 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 106 ITEM 15. CONTROLS AND PROCEDURES 106 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 107 ITEM 16B. CODE OF ETHICS 107 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 107 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 107 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 107 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 107 ITEM 16G. CORPORATE GOVERNANCE 108 ITEM 16H. MINE SAFETY DISCLOSURE 108 ITEM 17. FINANCIAL STATEMENTS 109 ITEM 18. FINANCIAL STATEMENTS 109 ITEM 19. EXHIBITS 109 1 Table of Contents CONVENTIONS USED IN THIS ANNUAL REPORT Except where the context requires otherwise and for purposes of this annual report only: • “We,” “us,” the “Company,” the “group,” “Azure” or “our” refers to Azure Power Global Limited, together with its subsidiaries (including Azure Power India Private Limited, or AZI, its predecessor and current subsidiary). • “Our holding company” refers to Azure Power Global Limited on a standalone basis. • “U.S. GAAP” refers to the Generally Accepted Accounting Principles in the United States. • “US$” or “U.S. dollars” refers to the legal currency of the United States. • “INR,” “rupees,” or “Indian rupees” refers to the legal currency of India. In this annual report, references to “U.S.” or the “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “Mauritius” are to the Republic of Mauritius. Unless otherwise indicated, the consolidated financial statements and related notes included in this annual report have been presented in Indian rupees and prepared in accordance with U.S. GAAP. References to a particular “fiscal” year are to our fiscal year ended March 31 of that year, which is typical in our industry and in the jurisdictions in which we operate. This annual report contains translations of certain Indian rupee amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise stated, the translation of Indian rupees into U.S. dollars has been made at INR 64.85 to US$1.00, which is the noon buying rate in New York City for cable transfer in non-U.S. currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2017, which is the date of our last reported financial statements. We make no representation that the Indian rupee or U.S. dollar amounts referred to in this annual report could have been converted into U.S. dollars or Indian rupees, as the case may be, at any particular rate or at all. As used in this annual report, all references to watts (e.g., megawatts, gigawatts, kilowatt hour, terawatt hour, MW, GW, kWh, etc.) refer to measurements of power generated. The information in this annual report gives effect to a 16-for-1 stock split of our equity shares that was effective on October 6, 2016. 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report contains forward looking statements about our current expectations and views of future events. All statements, other than statements of historical facts, contained in this annual report, including statements about our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and future megawatt goals of management, are forward looking statements. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information — D. Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. In some cases, these forward looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward looking statements reflect our current views about future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward looking statements because of a number of factors, including, without limitation, the risk factors set forth in “Item 3.