SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AZURE POWER GLOBAL LIMITED

(Name of Issuer)

Equity Shares, $0.000625

(Title of Class of Securities)

V0393H103

(CUSIP Number)

Josh Bezonsky
900 - 100 Adelaide St W
Toronto, ON M5H 0E2
Canada 
+1 416-814-6546
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

July 29, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. V0393H103

1	NAME OF REPORTING PERSONS OMERS Infrastructure Asia Holdings Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,333,178
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,333,178
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,333,178
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)              ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (See Instructions) OO

2

CUSIP No. V0393H103

1	NAME OF REPORTING PERSONS OMERS Asia Holdings Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,333,178
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,333,178
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,333,178
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)              ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (See Instructions) OO

3

CUSIP No. V0393H103

1	NAME OF REPORTING PERSONS OMERS Singapore Governance Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,333,178
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,333,178
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,333,178
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)              ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO

4

CUSIP No. V0393H103

1	NAME OF REPORTING PERSONS Hamilton Infrastructure Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,333,178
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,333,178
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,333,178
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)              ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO

5

CUSIP No. V0393H103

1	NAME OF REPORTING PERSONS RE International Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,333,178
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,333,178
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,333,178
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)              ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO

6

CUSIP No. V0393H103

1	NAME OF REPORTING PERSONS OMERS Administration Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,333,178
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,333,178
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,333,178
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)              ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (See Instructions) CO

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Item 1.Security and Issuer.

This statement on Schedule 13D (this "Schedule 13D") relates to the equity shares at $0.000625 par value per share (the "Equity Shares") issued by Azure Power Global Limited, a company organized under the laws of the Republic of Mauritius (the "Issuer").  The principal executive offices of the Issuer are located at 5th Floor, Southern Park, D-II, Saket Place, Saket, New Delhi 110017, India.  The Equity Shares are listed on the New York Stock Exchange under the ticker symbol "AZRE."

Item 2.Identity and Background.

This Schedule 13D is filed jointly by the following persons (collectively, the "Reporting Persons"):

(i)OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Infrastructure Asia"), a private limited company formed under the laws of Singapore with its principal business address at 1 Marina Boulevard #28-00 One Marina Boulevard Singapore 018989.

(ii)OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings"), a private limited company formed under the laws of Singapore with its principal business address at 1 Marina Boulevard #28-00 One Marina Boulevard Singapore 018989.

(iii)OMERS Singapore Governance Inc. ("OMERS Singapore"), a corporation organized under the laws of the province of Ontario, Canada with its principal business address at 900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada.

(iv)Hamilton Infrastructure Holdings Inc. ("Hamilton Infrastructure"), a corporation organized under the laws of Canada with its principal business address at 900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada.

(v)RE International Corporation ("RE International"), a corporation organized under the laws of the province of Ontario, Canada with its principal business address at 900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada.

(vi)OMERS Administration Corporation ("OMERS Administration"), a corporation organized under the laws of the province of Ontario, Canada with its principal business address at 900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada.

OMERS Infrastructure Asia is a wholly-owned, direct subsidiary of OMERS Asia Holdings.  Hamilton Infrastructure holds economic interests and voting power in OMERS Singapore, and RE International Corporation holds voting power in OMERS Singapore.  OMERS Singapore holds voting power in OMERS Asia Holdings.  OMERS Administration holds all of the economic interests in each of Hamilton Infrastructure, RE International and OMERS Asia Holdings.

The principal business of OMERS Infrastructure Asia, OMERS Asia Holdings OMERS Singapore, Hamilton Infrastructure and RE International is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident hereto.  The principal business of OMERS Administration is to serve as a Canadian public pension plan administrator.

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In accordance with Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into and executed a written joint filing agreement with respect to the filing of this Schedule 13D, dated August 5, 2021 (the "Joint Filing Agreement").  Descriptions of the Joint Filing Agreement, as set forth in this Item 2 and elsewhere in this Schedule 13D, are qualified in their entirety by the terms of the Joint Filing Agreement, a copy of which is attached hereto as Exhibit 1.

Set forth on Annex A to this Schedule 13D and incorporated herein by reference is a list of the directors, executive officers and controlling persons of the Reporting Persons (collectively, the "Covered Persons") that contains the following information with respect to each such person: (a) name, (b) business address, (c) citizenship and (d) present principal occupation. 

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person's knowledge, none of the Covered Persons of such Reporting Person have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.Source and Amount of Funds or Other Considerations.

On August 5, 2021, OMERS Infrastructure Asia purchased 9,333,178 Equity Shares (the "Transaction") for a per share price of $23.50 and an aggregate purchase price of $219,329,683.00 pursuant to the Stock Purchase Agreement, dated as of July 29, 2021 (the "Stock Purchase Agreement"), by and among OMERS Infrastructure Asia, International Finance Corporation ("IFC"), IFC GIF Investment Company I ("GIF") and IFC Global Infrastructure Fund, LP.  The purchase price was funded using the working capital of OMERS Administration, which was contributed to OMERS Infrastructure Asia.

References to, and description of, the Stock Purchase Agreement set forth in this Item 3 are qualified in their entirety by the terms of the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated in its entirety in this Item 3.

Item 4.Purpose of Transaction.

The information set forth, or incorporated by reference in, Item 3 in this statement on Schedule 13D is hereby incorporated by reference.

The Reporting Persons acquired beneficial ownership of the Equity Shares for the purpose of making an investment in the Issuer in the belief that the Equity Shares represented an attractive investment opportunity. 

In connection with the Transaction, (a) the board of directors of the Issuer (the "Issuer Board") executed a board resolution (the "Issuer Board Resolution") on July 20, 2021, approving, among other things, (i) the appointment of one (1) person nominated by OMERS Infrastructure Asia, as a non-voting observer (the "Issuer Board Observer"), effective as of the closing of the Transaction, to attend meetings of the Issuer Board and any committee thereof, and (ii) the appointment of one (1) person within the six (6)-month period after the closing of the Transaction, nominated by OMERS Infrastructure Asia, as a member of the Issuer Board, provided that the Issuer Board Observer be removed from the Issuer Board immediately after the appointment of such member of the Issuer Board, and (b) the board of directors of Azure India Private Limited (the "AZI Board") executed a board resolution (the "AZI Board Resolution") on July 20, 2021, approving, among other things, (i) the appointment of one (1) person, nominated by OMERS Infrastructure Asia, as a non-voting observer (the "AZI Board Observer"), effective as of the closing of the Transaction, to attend meetings of the AZI Board and any committee thereof, and (ii) the appointment of one (1) person within the six (6)-month period after the closing of the Transaction, nominated by OMERS Infrastructure Asia, as a member of the AZI Board, provided that the AZI Board Observer be removed from the AZI Board immediately after the appointment of such member of the AZI Board.

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On August 5, 2021, the Issuer Board and the AZI Board each appointed Prateek Maheshwari as the non-voting observer in accordance with the respective resolutions.  In connection with such appointment, OMERS Infrastructure Asia and the Issuer Board Observer entered into a letter agreement with the Issuer (the "Issuer Letter Agreement") on August 5, 2021, pursuant to which OMERS Infrastructure Asia, its Representatives (as defined in Issuer Letter Agreement) and the Issuer Board Observer, subject to certain customary exceptions, agree to keep Issuer's non-public information obtained by the Issuer Board Observer confidential.  In addition, OMERS Infrastructure Asia and the AZI Board Observer entered into a letter agreement with AZI (the "AZI Letter Agreement") on August 5, 2021, pursuant to which OMERS Infrastructure Asia, its Representatives (as defined in AZI Letter Agreement) and the AZI Board Observer, subject to certain customary exceptions, agree to keep AZI's non-public information obtained by the AZI Board Observer confidential.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Accordingly, each of the Reporting Persons reserves the right to change its plans and intentions at any time, as it deems appropriate.  In particular, each of the Reporting Persons may at any time and from time to time (including in open market, privately negotiated or other transactions) acquire additional securities of the Issuer or its subsidiaries; dispose of all or a portion of the securities of the Issuer or its subsidiaries, including the securities of the Issuer and its subsidiaries that it now owns or may hereafter acquire; or enter into derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in such securities.

In the ordinary course of the Reporting Persons' business, the Reporting Persons may also engage in, and intend to continue to engage in, communications with management of the Issuer and members of the Board concerning opportunities for the Issuer to enhance shareholder value.  In addition, the Reporting Persons may communicate with the Issuer's shareholders and third parties about a broad range of operational and strategic matters, including, among other things, potential changes concerning the business, operations, assets and future plans of the Issuer.

Except as described in this Schedule 13D (including as described above in this Item 4), the Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer or a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.

10

Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters.  In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

References to, and description of, the Issuer Board Resolution, AZI Board Resolution, Issuer Letter Agreement and AZI Letter Agreement set forth in this Item 4 are qualified in their entirety by the terms of the Issuer Board Resolution, AZI Board Resolution, Issuer Letter Agreement and AZI Letter Agreement, respectively, copies of which are attached hereto as Exhibits 3, 4, 5 and 6, respectively, and in incorporated in their entirety in this Item 4.

Item 5.Interest in Securities of the Issuer.

The responses to this Item 5 and the information on the cover page are based on there being 48,195,962 Equity Shares outstanding as of March 31, 2021 as reported on the Issuer's Form 20-F filed with the SEC on July 28, 2021.

(a)OMERS Infrastructure Asia beneficially owns 9,333,178 Equity Shares, which represents approximately 19.4% of the outstanding Equity Shares.  Each of OMERS Infrastructure Asia, OMERS Asia Holdings OMERS Singapore, Hamilton Infrastructure, RE International and OMERS Administration, may be deemed to beneficially own 9,333,178 Equity Shares, which represents approximately 19.4% of the outstanding Equity Shares. 

(b)The aggregate number and percentage of Equity Shares beneficially owned by each Reporting Person and the number of Equity Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

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(c)Except as set forth in this Schedule 13D, none of the Reporting Persons and, to the Reporting Persons' knowledge, none of the Covered Person has effected any transactions in the Equity Shares during the past 60 days.

(d)No person (other than the Reporting Persons) is known to the Reporting Persons, to the Reporting Persons' knowledge, or the Covered Persons, to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Equity Shares covered by this Schedule 13D.

(e)Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth, or incorporated by reference in, Item 3 through Item 5 in this statement on Schedule 13D is hereby incorporated by reference.

Pursuant to the to the Registration Rights Agreement, dated as of July 14, 2016 (the "Registration Rights Agreement"), by and among the Issuer, IFC, GIF and certain other shareholders thereto, the Issuer granted certain registration rights to IFC and GIF and other shareholders.  Subject to the terms of the Registration Rights Agreement, at any time or from time to time, and subject certain limitations, IFC, GIF or one or more of the shareholders may request that the Issuer effect a registration of the Equity Securities under the Securities Act.  Under the terms of the Stock Purchase Agreement, IFC and GIF transferred such registration rights to OMERS Infrastructure Asia effective as of the closing of the Transaction.

Pursuant to the Issuer Board Resolution, the Issuer Board approved, among other things, (i) the appointment of the Issuer Board Observer, effective as of the closing of the Transaction, to attend meetings of the Issuer Board and any committee thereof, and (ii) the appointment of one (1) person within the six (6)-month period after the closing of the Transaction, nominated by OMERS Infrastructure Asia, as a member of the Issuer Board, provided that the Issuer Board Observer be removed from the Issuer Board immediately after the appointment of such member of the Issuer Board.

Pursuant to the AZI Board Resolution, the AZI Board approved, among other things, (i) the appointment of the AZI Board Observer, effective as of the closing of the Transaction, to attend meetings of the AZI Board and any committee thereof, and (ii) the appointment of one (1) person within the six (6)-month period after the closing of the Transaction, nominated by OMERS Infrastructure Asia, as a member of the AZI Board, provided that the AZI Board Observer be removed from the AZI Board immediately after the appointment of such member of the AZI Board

Pursuant to the Issuer Letter Agreement, OMERS Infrastructure Asia, its Representatives (as defined in Issuer Letter Agreement) and the Issuer Board Observer, subject to certain customary exceptions, agree to keep Issuer's non-public information obtained by the Issuer Board Observer confidential.

Pursuant to the AZI Letter Agreement, OMERS Infrastructure Asia, its Representatives (as defined in AZI Letter Agreement) and the AZI Board Observer, subject to certain customary exceptions, agree to keep AZI's non-public information obtained by the AZI Board Observer confidential.

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Item 7.Materials to be Filed as Exhibits.

Exhibit No.	Description
1	Joint Filing Agreement, dated as of August 5, 2021, by and among the Reporting Persons.
2*	Stock Purchase Agreement, dated as of July 29, 2021, by and among OMERS Infrastructure Asia, IFC, GIF and IFC Global Infrastructure Fund, LP.
3	Issuer Board Resolution, dated as of July 20, 2021.
4	AZI Board Resolution, dated as of July 20, 2021.
5	Issuer Letter Agreement, dated as of August 5, 2021, by and among OMERS Infrastructure Asia, the Issuer Board Observer and the Issuer.
6	AZI Letter Agreement, dated as of August 5, 2021, by and among OMERS Infrastructure Asia, the AZI Board Observer and the Issuer.
7	Power of Attorney for OMERS Infrastructure Asia Holdings Pte. Ltd.
8	Power of Attorney for OMERS Singapore Governance Inc.
9	Power of Attorney for Hamilton Infrastructure Holdings Inc.
10	Power of Attorney for RE International Corporation
11	Power of Attorney for OMERS Administration Corporation

*Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2021

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Julian Gratiaen
	Name: Julian Gratiaen
	Title: Authorised Signatory

OMERS ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Julian Gratiaen
	Name: Julian Gratiaen
	Title: Authorised Signatory

OMERS SINGAPORE GOVERNANCE INC.
By:	/s/ Jennifer Guerard
	Name: Jennifer Guerard
	Title: Senior Vice President
By:	/s/ Graham McLeod
	Name: Graham McLeod
	Title: Vice President & Secretary

[Signature Page to Schedule 13D]

HAMILTON INFRASTRUCTURE HOLDINGS INC.
By:	/s/ Jennifer Guerard
	Name: Jennifer Guerard
	Title: President & Assistant Secretary
By:	/s/ Graham McLeod
	Name: Graham McLeod
	Title: Vice President

RE INTERNATIONAL CORPORATION
By:	/s/ Elizabeth M. Murphy
	Name: Elizabeth M. Murphy
	Title: Senior Vice President
By:	/s/ Nancy Prenevost
	Name: Nancy Prenevost
	Title: Vice President

OMERS ADMINISTRATION CORPORATION
By:	/s/ Brodie Swartz
	Name: Brodie Swartz
	Title: Senior Vice President, Legal & Corporate Secretary
By:	/s/ Josh Bezonsky
	Name: Josh Bezonsky
	Title: Director, Legal and Compliance

[Signature Page to Schedule 13D]

Annex A

Directors and Executive Officers

OMERS Infrastructure Asia Holdings Pte. Ltd.

Directors

Name	Principal Business Address	Principal Occupation	Citizenship
Christopher William Curtain	Deutsche Bank Place 126 Phillip Street, Suite 1902 Sydney, NSW, Australia	Director	Australia
Ng Lip Chih	One Raffles Quay, #30-02 North Tower Singapore 048583	Director	Singapore

OMERS Infrastructure Asia Holdings Pte. Ltd. does not have executive officers.

OMERS Asia Holdings Pte. Ltd.

Directors

Name	Principal Business Address	Principal Occupation	Citizenship
Christopher William Curtain	Deutsche Bank Place 126 Phillip Street, Suite 1902 Sydney, NSW, Australia	Director	Australia
Pei Chui (Wendy) Kao	One Raffles Quay, #30-02 North Tower Singapore 048583	Director	Singapore

OMERS Asia Holdings Pte. Ltd. does not have executive officers.

OMERS Singapore Governance Inc.

Directors

Name	Principal Business Address	Principal Occupation	Citizenship
John Knowlton	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Jennifer Guerard	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada

Annex A

Executive Officers

Name	Principal Business Address	Principal Occupation	Citizenship
John Knowlton	900-100 Adelaide St. W. Toronto, ON M5H 0E2	President	Canada

Hamilton Infrastructure Holdings Inc.

Directors

Name	Principal Business Address	Principal Occupation	Citizenship
John Knowlton	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Jennifer Guerard	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Michael Kelly	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Steven J. Zucchet	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada

Executive Officers

Name	Principal Business Address	Principal Occupation	Citizenship
Jennifer Guerard	900-100 Adelaide St. W. Toronto, ON M5H 0E2	President	Canada
Reena Carter	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Chief Financial Officer	Canada
John Knowlton	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Executive Vice-President	Canada

Annex A

RE International Corporation

Directors

Name	Principal Business Address	Principal Occupation	Citizenship
Andrea L. Fellows-Paparizos	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Michael Kelly	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Elizabeth M. Murphy	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada
Julie M. Robbins	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Director	Canada

Executive Officers

Name	Principal Business Address	Principal Occupation	Citizenship
Blake Hutcheson	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Chair	Canada
Alysha C. Valenti	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Executive Vice President	Canada
Allison J. Wolfe	900-100 Adelaide St. W. Toronto, ON M5H 0E2	Chief Financial Officer	Canada

OMERS Administration Corporation

Directors

Name	Principal Business Address	Principal Occupation	Citizenship
George L. Cooke	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation (Chair)	Canada
Robert Montgomery Baker	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
David M. Beatty	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada

Annex A

Name	Principal Business Address	Principal Occupation	Citizenship
Darcie L. Beggs	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
William (Bill) Butt	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Paul Elliott	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
William Michael Fenn	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Dvora Fischer	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Laurie Hutchinson	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Clifford John Inskip	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Charlene Mueller	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Rajiv Silgardo	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Penelope Frances Somerville	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
David Tsubouchi	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada
Yung Wu	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Director of OMERS Administration Corporation	Canada

Annex A

Executive Officers

Name	Principal Business Address	Principal Occupation	Citizenship
Blake Hutcheson	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	President and Chief Executive Officer	Canada
Monique Allen	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Executive Vice President of Data and Technology	Canada
Robert M. Aziz	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Chief Operating Officer	Canada
Ralph Berg	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Executive Vice President and Global Head of Capital Markets	United States
Celine Chiovitti	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Senior Vice President of Pension and Corporate Services	Canada
Anca Drexler	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Executive Vice-President and Head of Total Portfolio Management	Canada
Michael Graham	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Executive Vice President and Global Head of OMERS Private Equity	Canada
Rodney Hill	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Chief Risk Officer	Canada
Michael Kelly	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Chief Legal & Corporate Affairs Officer	Canada
Chris Morley	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Vice President, Government Relations	Canada
Nancy Nazer	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Chief Human Resources Officer	Canada

Annex A

Name	Principal Business Address	Principal Occupation	Citizenship
Shelagh Paul	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Senior Vice President, Global Communications	Canada
Satish Rai	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Chief Investment Officer	Canada
Jonathan Simmons	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Chief Financial and Strategy Officer	Canada
Michael J. Turner	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	President, Oxford Properties and Global Head of Real Estate	Canada
Annesley Wallace	900-100 Adelaide St W, Toronto, Ontario, M5H 0E2 Canada	Executive Vice President and Global Head of Infrastructure	Canada

Annex A

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on the Schedule 13D, dated August 5, 2021, with respect to the equity shares at $0.000625 par value per share issued by Azure Power Global Limited, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.  This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

[Signature Page to Joint Filing Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 5, 2021.

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Julian Gratiaen
	Name: Julian Gratiaen
	Title: Authorised Signatory

OMERS ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Julian Gratiaen
	Name: Julian Gratiaen
	Title: Authorised Signatory

OMERS SINGAPORE GOVERNANCE INC.
By:	/s/ Jennifer Guerard
	Name: Jennifer Guerard
	Title: Senior Vice President
By:	/s/ Graham McLeod
	Name: Graham McLeod
	Title: Vice President & Secretary

HAMILTON INFRASTRUCTURE HOLDINGS INC.
By:	/s/ Jennifer Guerard
	Name: Jennifer Guerard
	Title: President & Assistant Secretary
By:	/s/ Graham McLeod
	Name: Graham McLeod
	Title: Vice President

RE INTERNATIONAL CORPORATION
By:	/s/ Elizabeth M. Murphy
	Name: Elizabeth M. Murphy
	Title: Senior Vice President
By:	/s/ Nancy Prenevost
	Name: Nancy Prenevost
	Title: Vice President

OMERS ADMINISTRATION CORPORATION
By:	/s/ Brodie Swartz
	Name: Brodie Swartz
	Title: Senior Vice President, Legal & Corporate Secretary
By:	/s/ Josh Bezonsky
	Name: Josh Bezonsky
	Title: Director, Legal and Compliance

EX-99.2

Exhibit 2

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of 29 July 2021, by and among OMERS Infrastructure Asia Holdings Pte. Ltd., a company established under the laws of Singapore (the "Purchaser"), International Finance Corporation, an international organization established by Articles of Agreement among its member countries including the Republic of Mauritius and the Republic of India ("IFC"), IFC GIF Investment Company I, a company established under the laws of Mauritius ("IFC GIF" and together with IFC, the "Sellers" and each, a "Seller"), and IFC Global Infrastructure Fund, LP, a limited partnership established under the laws of England and Wales ("GIF Fund"). The Purchaser, the Sellers and, except for the purposes of Section 1.3, GIF Fund, may be collectively referred to herein as the "Parties" and individually as a "Party".

WHEREAS,

each Seller owns the number of equity shares, par value $0.000625 per share, of Azure Power Global Limited, a public company limited by shares incorporated under the laws of Mauritius (the "Company"), set forth opposite such Seller's name on Exhibit A hereto (collectively, the "Shares"), totaling 9,333,178 Shares; and

each Seller desires to sell to the Purchaser, and the Purchaser desires to buy from each Seller, the Shares listed opposite such Seller's name on Exhibit A hereto for a price per Share of US$23.50 ("Per Share Purchase Price") on the terms and conditions set forth in this Agreement; and

it is the intention of the Parties that the transaction contemplated by this Agreement (the "Transaction") be a private sale of securities exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"). The exemptions being claimed include, but are not necessarily limited to, those available under Sections 4(a)(1) and 4(a)(2) of the Securities Act, to the extent applicable, as well as the so-called "Section 4(1½)" exemption.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SHARES

Section 1.1 Purchase and Sale of Shares. Subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Seller hereby agrees to sell, transfer and assign to the Purchaser all of such Seller's right, title and interest in and to the number of Shares set forth opposite such Seller's name on Exhibit A to this Agreement, and the Purchaser hereby agrees to purchase such Shares from the Sellers at a price per Share equal to the Per Share Purchase Price, for an aggregate purchase price of Two Hundred Nineteen Million Three Hundred Twenty-Nine Thousand Six Hundred Eighty-Three U.S. Dollars ($219,329,683.00) (the "Purchase Price"), of which Sixty-One Million Six Hundred Ninety-Seven Thousand Three Hundred Forty-Six U.S. Dollars and Fifty Cents ($61,697,346.50) shall be payable to IFC and One Hundred Fifty-Seven Million Six Hundred Thirty-Two Thousand Three Hundred Thirty-Six U.S. Dollars and Fifty Cents ($157,632,336.50) shall be payable to IFC GIF[***].

Section 1.2 The Closing. The closing of the Transaction (the "Closing") shall take place, subject to the conditions set forth in Article IV below, on the Closing Date (as defined below). At the Closing, each Seller shall deliver or cause to be delivered to the Purchaser such Seller's Shares on a "delivery versus payment" basis by book entry transfer through the facilities of one or more brokerage firms or clearing agencies, as specified by the Parties. At the Closing, the Purchaser shall deliver to each Seller the applicable portion of the Purchase Price by wire transfer of immediately available funds to an account designated by the applicable Seller and notified to the Purchaser on or prior to the Closing.

Section 1.3 Registration Rights Assignment.

(a)At or prior to the Closing, the Parties shall enter into a written assignment and assumption agreement ("Assignment and Assumption Agreement") pursuant to which, effective as of the Closing, the Sellers shall assign to the Purchaser, and the Purchaser shall assume from the Sellers, all rights and obligations of the Sellers pursuant to that certain Registration Rights Agreement, dated as of July 14, 2016, by and among the Company, the Sellers and the other parties thereto (the "Registration Rights Agreement"), the form of such Assignment and Assumption Agreement is attached hereto as Exhibit B.

(b)At the Closing, the Sellers shall deliver to the Company the notice of the transfer of the Registration Rights Agreement pursuant to the terms thereof (the form of which is attached hereto as Exhibit C) and the executed Assignment and Assumption Agreement (the form of which is attached hereto as Exhibit B).

Section 1.4 Certain Definitions.

(a)"Affiliate" means, with respect to any specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with the Person specified.

(b)"Business Day" means any day (other than a Saturday or Sunday) on which commercial banks are not required or authorized by Law to close in the country of Mauritius, the country of Singapore, the City of New York, New York or Toronto, Canada.

(c)"Closing Date" means five (5) Business Days following the date by which all the conditions set forth in Article IV (other than the conditions that by their terms are to be satisfied at Closing, but subject to such conditions being satisfied at Closing) shall have been satisfied or waived by the Sellers or the Purchaser, as the case may be, or such other date as the Purchaser and the Sellers may otherwise agree in writing.

(d)"Competition Commission of India Approval" means the acknowledgment of filing of notice with the Competition Commission of India under the "green channel" procedure, in connection with the Transaction.

(e)"Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

(f)[***].

(g)[***].

(h)"Law" means any statute, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, notification, circular, other requirement or rule of law of any Governmental Authority.

(i)"Lien" means any mortgage, lien, pledge, charge, hypothecation, security interest, voting agreements, proxies, contractual restriction on transfer or rights of first offer, or [***].

2

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

(j)"Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated association, governmental entity or any agency, instrumentality or political subdivision of any governmental entity, or any other entity or body.

(k)[***].

(l)[***].

(m)"Representatives" means, with respect to a Person, such Person's Affiliates, and the directors, officers, managers, stockholders, members, principals, partners, employees, agents, attorneys, accountants and other advisors and Representatives of such Person or any of its Affiliates.

(n)"Sanctionable Practice" means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Exhibit E.

(o)[***].

(p)"Solvent" means, with respect to any Person on any date of determination, that on such date (i) the fair value of such Person's assets is greater than the total amount of such Person's liabilities, (ii) the present fair saleable value of such Person's assets is not less than the amount that will be required to pay the probable liabilities of such Person as they become absolute and matured, and (iii) such Person does not intend to, and does not believe that it will, incur liabilities beyond such Person's ability to pay such liabilities as they mature. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual matured liability.

(q)[***].

(r)[***].

(s)[***].

(t)[***].

(u)[***].

(v)[***]. 

Section 1.5 Competition Commission of India Filing. On the date hereof (or no later than the Business Day immediately following the date hereof), the Purchaser shall file such documentation with the Competition Commission of India pursuant to the "green channel" procedure that is necessary to consummate the Transaction. The Purchaser shall use reasonable best efforts to obtain Competition Commission of India Approval on the date hereof (or as soon as possible thereafter), and shall promptly notify the Sellers following the Competition Commission of India Approval.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, severally and not jointly, as of the date hereof and as at the Closing, hereby represents and warrants to the Purchaser as follows [***]:

3

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section 2.1 Authority and Approvals. Such Seller has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. The Agreement has been duly and validly executed and delivered by such Seller. Assuming this Agreement constitutes a valid and binding agreement of the Purchaser and any other Seller, this Agreement constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, except as limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other Laws of general application relating to or affecting enforcement of creditors' rights generally; and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the exceptions set forth in (a) and (b), the "Enforceability Exceptions").

Section 2.2 The Shares. Such Seller is the record and beneficial owner of the Shares listed opposite such Seller's name on Exhibit A. Such Seller has held the Shares listed opposite such Seller's name on Exhibit A more than 1 year.

Section 2.3 [***].

Section 2.4 [***].

Section 2.5 [***].

Section 2.6 [***].

Section 2.7 [***].

Section 2.8 Non-Public Information. Such Seller acknowledges that (a) the Purchaser has had an opportunity to conduct due diligence directly with the Company and as a result, currently may have, and later may come into possession of, information regarding the Company that is not currently publicly disclosed and is not known to such Seller and that may be material to such Seller's decision to enter into this transaction to sell the Shares owned by such Seller ("Non-Public Information"), (b) such Seller has determined to enter into the Transaction to sell the Shares owned by such Seller notwithstanding the Purchaser's access to the Non-Public Information and, if applicable, such Seller's decision not to access the Non-Public Information, and (c) neither the Purchaser nor any of its advisors shall have liability to either Seller, and such Seller hereby, to the extent permitted by Law, waives and releases any claims it may have against the Purchaser or any of its advisors, with respect to the Purchaser's nondisclosure of the Non-Public Information.

Section 2.9 [***].

Section 2.10 [***].

Section 2.11 [***].

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants, as of the date hereof and as at Closing, to each Seller as follows:

Section 3.1 Authorization of Agreement. The Purchaser has the power and authority to enter into and perform its obligations under this Agreement, and all action necessary on the part of the Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. This Agreement has been duly and validly executed and delivered by the Purchaser. Assuming this Agreement constitutes a valid and binding obligation of the Sellers, this Agreement constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by the Enforceability Exceptions.

4

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section 3.2 Conflicts. The execution, delivery and performance of this Agreement does not and will not (a) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions, or conditions of the organizational documents of the Purchaser or any material agreement or instrument to which the Purchaser is a party or by which it or its assets may be bound, or (b) constitute a violation of any material Law applicable to the Purchaser, subject to compliance with Section 4.1(b).

Section 3.3 Investment Experience. The Purchaser is a sophisticated investor that (a) has the capacity to protect its own interests in connection with the purchase of the Shares hereunder, (b) has such knowledge and experience in financial, tax and business matters to enable the Purchaser to evaluate the merits and risks associated with the purchase of the Shares hereunder and to make an informed investment decision with respect thereto, (c) is able to bear the risk of an entire loss of its investment in the Shares (d) has adequate information concerning the Shares, (e) has conducted, to the extent it deemed necessary, an independent investigation and exercised its own due diligence of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the Shares and the purchase of the Shares hereunder and (f) has not relied on any factual representations, analysis or opinions of any Seller or its Representatives [***] in evaluating the risks and the suitability of the proposed investment for its purposes and in deciding to enter into this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of its investment in the Shares and the Transaction. The Purchaser is relying solely on such advisors and not on any statements or representations of any Seller or any of their respective agents[***]. The Purchaser understands that it (and not any Seller) shall be responsible for the Purchaser's own tax liability that may arise as a result of its investment in the Shares and the Transaction.

Section 3.4 No General Solicitation, etc. The Purchaser acknowledges that it was not introduced to the Sellers either directly or indirectly through any of its Representatives by means of a general solicitation or advertising relating to the sale of the Shares.

Section 3.5 No View to Distribution; Accredited Investor. The Purchaser represents that it is buying the Shares (a) as principal, for its own account for investment only and not as a broker or agent or in any other capacity for another party and (b) not with a view or any present intention toward effecting a distribution or resale in violation of any applicable securities laws. The Purchaser is an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Securities Act.

Section 3.6 Future Transfer. The Purchaser acknowledges and agrees that the Shares have not been, and will not be, registered under the Securities Act or qualified under any state security Laws ("Blue Sky Laws"), and may not be sold, pledged or otherwise transferred by the Purchaser without compliance with the registration provisions of the Securities Act or an exemption therefrom. The Purchaser acknowledges that the Shares are being transferred hereby under an exemption or exemptions from the registration and qualification requirements of the Securities Act and Blue Sky Laws which impose certain restrictions on the Purchaser's ability to transfer the Shares and shall be deemed to have been acquired in a transaction that (i) is not a distribution for purposes of Section 2(a)(11) of the Securities Act and (ii) does not involve any public offering. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, including without limitation the applicable holding periods thereunder. The Purchaser understands that any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognized by the Company and such purported transaction shall be null and void ab initio and shall vest no right in the purported transferee.

Section 3.7 Broker's Fees. The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transaction for which any Seller or the Company (or their respective Affiliates) could become liable or obligated.

5

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section 3.8 Diligence. The Purchaser acknowledges that (a) the Purchaser has had an opportunity to conduct due diligence directly with the Company and as a result, currently may have, and later may come into possession of, Non-Public Information, (b) each Seller is an existing stockholder, lender, advisor and/or service provider of the Company and may have had an opportunity to conduct due diligence directly with the Company and as a result, currently may have, and later may come into possession of, information regarding the Company that is not currently publicly disclosed and is not known to the Purchaser and that may be material to the Purchaser's decision to enter into this transaction to purchase the Shares ("Excluded Information"), (c) the Purchaser has been offered an opportunity to conduct its own due diligence and to obtain information from the Sellers concerning the terms and conditions of the Shares necessary for it to evaluate the merits and risks of the Shares, (d) the Purchaser has had access to the Company and its officers and other key personnel, including the opportunity to request and obtain information, and ask questions and receive answers from the Company and its officers, and has obtained all information from the Company or otherwise that it deems necessary or useful to make an investment decision, (e) the Purchaser has determined to enter into the Transaction to purchase the Shares owned by the Sellers notwithstanding each Seller's access to the Excluded Information and, if applicable, the Purchaser's decision not to access the Excluded Information, and (f) neither of the Sellers nor any of their respective advisors shall have liability to the Purchaser, and the Purchaser hereby, to the extent permitted by Law, waives and releases any claims the Purchaser may have against any Seller or any of their respective advisors, with respect to the nondisclosure of the Excluded Information.

Section 3.9 Sanctions Matters. The Purchaser is not an entity named on (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issues under Chapter VII of the United Nations Charter or (b) the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr). Neither the Purchaser, nor any of its Affiliates, nor any Person acting on its or their behalf with respect to the Transaction, has been convicted, indicted or subjected to any similar criminal sanction, by any Governmental Authority, for engaging in money laundering or financing of terrorism or any Sanctionable Practice.

Section 3.10 Solvency. At Closing, the Purchaser has sufficient funds to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement or otherwise necessary to consummate the Transaction in accordance with Sections 1.1 and 1.2. On the date hereof, the Purchaser is Solvent and, at the Closing, will be Solvent.

Section 3.11 Further Acknowledgments. The Purchaser acknowledges and agrees that:

(a)Representations and Warranties. (i) Other than the representations and warranties contained in Article II, it has not entered into this Agreement nor will it proceed to Closing in reliance of any representation or warranty of either Seller, express or implied nor any communications by either Seller, and none of either Seller, their respective Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Company, the Shares, or the businesses, assets or liabilities of the Company, including as to (x) merchantability or fitness for any particular use or purpose, (y) the operation of the Company's business after Closing or (z) the probable success or profitability of the Company's business after Closing and (ii) none of either Seller, its respective Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser resulting from any information relating to the Company delivered by (or on behalf of) any Seller to the Purchaser, other than as set forth herein.

(b)Absence of Trust Relationship. Neither Seller is a nominee, agent, steward, representative, fiduciary or constructive trustee of the Purchaser in any capacity during the period between the date of this Agreement and Closing, and the Purchaser shall not be entitled to, any voting, dividend, distribution, allocation of profits, interest, benefit or other right with respect to the Shares during the period between the date of this Agreement and Closing.

6

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

ARTICLE IV

CONDITIONS TO THE TRANSACTION

Section 4.1Conditions to the Obligations of Each Party. The obligations of the Parties to consummate the Transaction are subject to the satisfaction (or written waiver by the Parties if permissible by applicable Law), at Closing, of the following conditions:

(a)Legal Restriction. (i) There shall be no threatened or pending action by or before any Governmental Authority seeking to restrain, prohibit or invalidate the transactions contemplated hereby or seeking monetary relief against the Purchaser or either of the Sellers by reason of the consummation of such transactions, and there shall not be in effect any injunction, order or decree which has such effect, and (ii) there shall have been no applicable Law adopted that makes consummation of the Transaction illegal, restrained or prohibited.

(b)Competition Commission of India Approval: Competition Commission of India Approval has been obtained by the Purchaser.

Section 4.2Conditions to the Obligations of Sellers. The obligations of each Seller to consummate the Transaction are subject to the satisfaction or waiver (if permissible by applicable Law) of the following additional conditions:

(a)Representations and Warranties. Each of the representations and warranties of the Purchaser in Article III shall be true and correct in all respects as of the date hereof and at Closing with the same force and effect as if made on and as of such date.

(b)Agreements and Covenants. (i) The Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to Closing; and (ii) in addition, the Sellers shall have received a written confirmation (which confirmation may be sent by electronic mail) by an authorized representative of the Purchaser confirming that the conditions set forth in Section 4.2(a) and (b)(i) have been satisfied.

(c)Assignment and Assumption Agreement. The Purchaser shall have delivered to the Sellers the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B, duly executed by the Purchaser.

Section 4.3Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Transaction are subject to the satisfaction or waiver (if permissible by applicable Law) of the following additional conditions:

(a)Representations and Warranties. Each of the representations and warranties of (i) each Seller in Article II and (ii) GIF Fund [***], in each case, shall be true and correct in all respects as of the date hereof and at Closing with the same force and effect as if made on and as of such date.

(b)Agreements and Covenants. (i) The Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to Closing; and (ii) in addition, the Purchaser shall have received a written confirmation (which confirmation may be sent by electronic mail) by an authorized representative of each Seller and GIF Fund confirming that the conditions of such Seller and GIF Fund set forth in Section 4.3(a) and (b)(i), as applicable, have been satisfied.

(c)Assignment and Assumption Agreement. At the Closing, the Sellers shall have delivered to the Company the notice of the transfer of the Registration Rights Agreement pursuant to the terms thereof (the form of which is attached hereto as Exhibit C) and the executed Assignment and Assumption Agreement (the form of which is attached hereto as Exhibit B).

(d)[***].

7

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

(e)[***].

(f)[***].

(g)[***].

ARTICLE V

[***]

ARTICLE VI

MISCELLANEOUS

Section 6.1 Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of the Purchaser and the Sellers, (b) automatically if the Purchaser has not obtained Competition Commission of India Approval by 9:00 a.m. Eastern Daylight Time on 2 August 2021, unless the Parties otherwise mutually agree in writing not to terminate the Agreement pursuant to this Section 6.1(b), or (c) by either the Purchaser or the Sellers if the Closing shall not have occurred by 10 August 2021, provided that the right to terminate this Agreement under this Section 6.1 shall not be available to a Party whose failure to fulfil any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of Closing to occur on or prior to such date.

Section 6.2 Legends. The Purchaser understands that the Company may place restrictive legends on any stock certificate(s) or electronic book-entry evidencing the Shares as required by applicable Law, the Company's governing documents or other policies, and the Purchaser agrees to comply therewith unless the Company determines otherwise consistent with applicable Law.

Section 6.3 Expenses. Each Party shall pay its own expenses incurred in connection with this Agreement, including, but not limited to, any fees payable to an agent, broker, investment or commercial banker, Person or firm acting on behalf of or under the authority of such party who is entitled to any broker's or finder's fee or any other commission or fee directly or indirectly in connection with the Transaction.

Section 6.4 Severability. If any provision of this Agreement shall be held invalid or unenforceable, each other provision hereof shall be given effect to the extent possible without such invalid or unenforceable provision and to that extent, the provisions of this Agreement shall be severable.

Section 6.5 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally, mailed by certified or registered mail, postage prepaid, sent by facsimile, with confirmation of receipt or by electronic mail, addressed to such address set forth on the signature page hereto. All such notices, requests, demands and other communications shall, when mailed (registered or certified mail, return receipt requested, postage prepaid), or personally delivered, be effective seven days after deposit in the mails or when personally delivered, respectively, addressed as aforesaid, unless otherwise provided herein and, when sent by facsimile or electronically, shall be effective upon actual receipt. Notwithstanding anything contained in this Section 6.5 to the contrary, nothing in this Section 6.5 shall constitute consent by any Party hereto to service of process (including for purposes of Section 6.7) upon such Party by facsimile transmission, electronic mail or any other type of electronic transmission, and service of process or other similar communications will not be deemed duly given under this Agreement if delivered by such means.

Section 6.6 Modifications, Consents and Waivers. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by each of the Parties. Any Party may waive compliance, with respect to any obligations owed to such Party, with any provision of this Agreement. Any waiver hereunder shall be effective only if made in a writing signed by the Party to be charged therewith and only in the specific instance and for the purpose for which given. No failure or delay on the part of any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any further exercise thereof or the exercise of any other right, power or privilege.

8

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section 6.7 Governing Law; Arbitration.

(a)This Agreement and all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of Laws thereof.

(b)All disputes arising out of or in connection with this Agreement, including any dispute relating to non-contractual obligation arising out of or in connection with this Agreement (each a "Dispute") shall be finally settled under the Rules of Arbitration (the "Rules") of the International Chamber of Commerce (the "ICC") as amended below.

(c)Any Party to this Agreement may, either individually or together with any other Party to this Agreement, initiate arbitration proceedings pursuant to this clause against one or more other Parties to this Agreement by sending a Request for Arbitration (as defined in the Rules) to the ICC, with a copy to all other Parties to this Agreement (whether or not such Parties are named as respondents in the Request for Arbitration).

Any Party to this Agreement named as a party in the Request for Arbitration, a Request for Joinder (as defined in the Rules) or a Request for Intervention (as defined below) (a "Moving Party") may join any other Party to this Agreement in any arbitration proceedings hereunder by submitting a Request for Joinder against that Party, provided that such Request for Joinder is sent to the ICC with a copy to all other Parties to this Agreement (whether or not such Parties are named as respondents in the Request for Joinder) within 30 days from the receipt by such Moving Party of such Request for Arbitration, Request for Joinder or Request for Intervention. The provisions of the Rules governing the form and content of Requests for Joinder shall apply.

Any Party to this Agreement (an "Intervening Party") may intervene in any arbitration proceedings hereunder by submitting a request for arbitration against all existing parties to such arbitration proceedings (a "Request for Intervention"), provided that such Request for Intervention is sent to the ICC with a copy to all other Parties to this Agreement (whether or not such Parties are named as respondents in the Request for Intervention) within 30 days from the receipt by such Intervening Party of a copy of the Request for Arbitration, a Request for Joinder or a Request for Intervention. The provisions of the Rules governing the form and content of Requests for Joinder shall apply mutatis mutandis to the form and content of Requests for Intervention. 

Any Party so joined or intervening shall be bound by any award rendered by the arbitral tribunal even if such Party chooses not to participate in the arbitration proceedings.

(d)Any Party to this Agreement may, either individually or together with any other Party to this Agreement, initiate arbitration proceedings pursuant to this clause against one or more other Parties to this Agreement by sending a Request for Arbitration (as defined in the Rules) to the ICC, with a copy to all other Parties to this Agreement (whether or not such Parties are named as respondents in the Request for Arbitration).

(e)There shall be three arbitrators appointed as follows: If the Request for Arbitration names only one claimant and one respondent, and no Party has exercised its right to joinder or intervention in accordance with paragraph (b) above, the claimant and the respondent shall each nominate one arbitrator within 15 days after the expiry of the period during which Parties can exercise their right to joinder or intervention under paragraph (b) above. The third arbitrator, who shall act as the president of the arbitral tribunal, shall be nominated by agreement of the Parties within 30 days of the appointment of the second arbitrator. If any arbitrator is not nominated within these time periods, the ICC shall make the appointment.

9

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

If the Request for Arbitration names multiple claimants or multiple respondents, or at least one Party exercises its right to joinder or intervention in accordance with paragraph (b) above, the claimant(s) shall jointly nominate one arbitrator and the respondent(s) shall jointly nominate the other arbitrator, both within 15 days after the expiry of the period during which Parties can exercise their right to joinder or intervention under paragraph (b) above. If the Parties fail to nominate an arbitrator as provided above, the ICC shall, upon the request of any Party, appoint all three arbitrators and designate one of them to act as the president of the arbitral tribunal. If the claimant(s) and respondent(s) nominate the arbitrators as provided above, the third arbitrator, who shall act as the president of the arbitral tribunal, shall be nominated by agreement of the Parties within 30 days of the appointment of the second arbitrator. If the Parties fail to nominate the president of the arbitral tribunal as provided above, the president of the arbitral tribunal shall be appointed by the ICC. 

(f)The legal seat of arbitration shall be New York, New York, United States of America.

(g)The language of the arbitration shall be English.

(h)The arbitral tribunal is not empowered to award punitive damages, and each Party hereby waives any right to seek or recover punitive damages with respect to any Dispute resolved by arbitration under this Section.

(i)The arbitral tribunal and any emergency arbitrator appointed in accordance with the Rules shall not be authorized to take or provide, and the Parties shall not be authorized to seek from any judicial authority, any interim measures of protection or pre-award relief against a Seller, any provisions of the Rules notwithstanding.

(j)The Parties acknowledge and agree that no provision of this Agreement or of the Rules, nor the submission to arbitration by IFC, in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or applicable Law.

Section 6.8 No Other Representations. Each Party acknowledges that (a) the representations and warranties of the other Party expressly and specifically set forth herein constitute such other Party's sole and exclusive representations and warranties in connection with the Transaction, and (b) all other representations and warranties of any kind or nature express or implied are specifically disclaimed.

Section  6.9 Privileges and Immunities. Nothing in this Agreement shall be construed as a waiver, renunciation or other modification of any immunities, privileges or exemptions of IFC accorded under the Articles of Agreement establishing IFC, international convention or any applicable Law. 

Section 6.10 Execution in Counterparts. This Agreement may be executed by the Parties individually or in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 6.11 Successors and Assigns. This Agreement, and the rights and obligations of the Purchaser hereunder, may not be assigned by the Purchaser, in whole or in part, without the prior written consent of the Sellers. This Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, heirs, executors, administrators and legal representatives. The Sellers may assign their rights under this Agreement without the prior written consent of the Purchaser.

Section 6.12 [***].

10

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Section 6.13 Headings. Article and section headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of any provision of this Agreement.

Section 6.14 Entire Agreement. This Agreement and the Exhibits hereto contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.

Section 6.15 Construction. This Agreement shall be construed within the fair meaning of each of its terms and not against the Party drafting the document.

[Remainder of page intentionally left blank]

11

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be executed as of the date first above written.

PURCHASER
OMERS Infrastructure Asia Holdings Pte Ltd.
By:	/s/ Prateek Maheshwari
Name:	Prateek Maheshwari
Title:	Authorised Signatory
By:	/s/ Kao Pei Chui
Name:	Kao Pei Chui
Title:	Authorised Signatory
Address: 1 Marina Boulevard, #28-00, One Marina Boulevard, Singapore018989
Attention:  [***] E-mail: [***]

[Signature Page to Stock Purchase Agreement]

SELLERS:
INTERNATIONAL FINANCE CORPORATION
By:	/s/ Adam Schwartzman
Name:	Adam Schwartzman
Title:	Portfolio Manager - Infrastructure, Asia and Pacific
Address: International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America Attention:  [***] E-mail: [***]

[signature page continues]

[Signature Page to Stock Purchase Agreement]

IFC GIF INVESTMENT COMPANY I
By:	/s/ Ruth Horowitz
Name:	Ruth Horowitz
Title:	Authorized Signatory
Address: IFC GIF Investment Company I 33 Edith Cavell Street, 11324, Port Louis, Mauritius Attention: [***] E-mail: [***]

[signature page continues]

[Signature Page to Stock Purchase Agreement]

GIF FUND:
IFC GLOBAL INFRASTRUCTURE FUND, LP
By:	/s/ Ruth Horowitz
Name:	Ruth Horowitz
Title:	Authorized Signatory
Address: IFC Global Infrastructure Fund, LP c/o 2121 Pennsylvania Avenue NW Washington DC, 20433 Attention: [***]              E-mail: [***]

[Signature Page to Stock Purchase Agreement]

Exhibit A

Seller Shares and Purchase Price

[***]

Exhibit B

Form of Assignment and Assumption of the Registration Rights Agreement

[***]

Exhibit C

Form of Notice of Assignment and Assumption of the Registration Rights Agreement

[***]

Exhibit D

IFC GIF Shares

[***]

Exhibit E

Anti-Corruption Guidelines for IFC Transactions

[***]

EX-99.3

Exhibit 3

WRITTEN RESOLUTION OF THE DIRECTORS OF AZURE POWER GLOBAL
LIMITED (THE "COMPANY") MADE IN ACCORDANCE WITH SECTION 7 OF
THE EIGHTH SCHEDULE OF THE COMPANIES ACT 2001

WHEREAS, 

• OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Asia") is undertaking to acquire the shares of the Company held by International Finance Corporation and IFC GIF Investment Company I ("Proposed Transaction") aggregating to ~20%.

• OMERS Asia requested the Board of Directors of the Company, in connection with the Proposed Transaction, authorize OMERS Asia:

a.to appoint one observer (the "Board Observer") to the Company's board of directors (the "Board") and all committees of the Board and to appoint a replacement Board Observer should any Board Observer resign or his or her position be vacated for any reason; and

b.to appoint a nominee of OMERS Asia (the "OMERS Asia Nominee") to the Board and to such committees of the Board as the Board or the Nominating & Corporate Governance Committee ("Nom & Gov Committee") shall determine appropriate.

NOW, we, the undersigned, being the directors of the Company for the time being and entitled to receive notice of board meetings HEREBY RESOLVE as follows:

• THAT the execution and delivery of the non-disclosure agreement between the Company and OMERS Asia is hereby authorised and approved and that it may be executed by any Director or executive officer of the Company.

• THAT the appointment of the Board Observer to the Board and all committees of the Board, and appointment of any subsequent replacement Board Observer should any Board Observer resign or his or her position be vacated for any reason, be and is hereby approved beginning from the date of closing of Proposed Transaction.

• THAT the Board Observer appointment as aforesaid (and any subsequent replacement Board Observer) be and is hereby subject to satisfactory completion of background checks as the Company and the Board determine appropriate.

• THAT an on the earlier of an appointment of the OMERS Asia Nominee to the Board or six months from the date of closing of the Proposed Transaction, the Board Observer shall be removed from the Board with immediate effect.

• THAT appointment of the OMERS Asia Nominee to the Board and such committees of the Board as the Board or the Nom & Gov Committee shall determine appropriate, be approved and shall be made within a six-month period beginning from the date of closing of the Proposed Transaction.
• THAT the OMERS Asia Nominee appointment as aforesaid be subject to the customary vetting procedures and background checks performed by the Company and the Board in respect of prospective members of the Board.

• THAT OMERS Asia Nominee, when so appointed to the Board, be bound by the applicable Company policies, the Constitution of the Company, and other laws if any applicable.

• THAT any director, COO or CFO be and is hereby severally authorized to take all necessary steps and actions as may be deemed necessary to give effect to the above resolutions.

• THAT the Company Secretary be authorized and instructed to do all such acts and filings as may be required to give effect to the foregoing resolution.

(This document may be executed in multiple counterparts which taken together, shall constitute the same document.)

SIGNATURE PAGE TO FOLLOW

//Signature Page 1 of 2//

/s/ Ranjit Gupta

Ranjit Gupta

/s/ Barney Sheppard Rush

Barney Sheppard Rush

/s/ Arno Lockheart Harris

Arno Lockheart Harris

/s/ Cyril Sebastien Dominique Cabanes

Cyril Sebastien Dominique Cabanes

/s/ Deepak Malhotra

Deepak Malhotra

/s/ Supriya Prakash Sen

Supriya Prakash Sen

//Signature Page 2 of 2//

/s/ Unnikrishnan Mangalath Sukumara Panicker

Unnikrishnan Mangalath Sukumara Panicker

/s/ Muhammad Khalid Peyrye

Muhammad Khalid Peyrye

/s/ Yung Oy Pin Lun Leung

Yung Oy Pin Lun Leung

Date: 20/07/2021

EX-99.4

Exhibit 4

RESOLUTION PURSUANT TO THE PROVISIONS CONTAINED IN SECTION 175 OF THE COMPANIES ACT, 2013 READ WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY TO BE PASSED BY WAY OF CIRCULATION BY THE BOARD OF DIRECTORS OF AZURE POWER INDIA PRIVATE LIMITED (THE COMPANY)

WHEREAS,

• OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Asia") is undertaking to acquire the shares of the Azure Power Global Limited ("Parent Company") held by International Finance Corporation and IFC GIF Investment Company I ("Proposed Transaction") aggregating to ~20%.

• OMERS Asia requested the Board of Directors of the Parent Company, in connection with the Proposed Transaction, authorize OMERS Asia:

a.to appoint one observer (the "Board Observer") to the Company's board of directors (the "Board) and all committees of the Board and to appoint a replacement Board Observer should any Board Observer resign or his or her position be vacated for any reason; and

b.to appoint a nominee of OMERS Asia (the "OMERS Asia Nominee") to the Board, , as requested by OMERS Asia.

NOW, we, the undersigned, being the directors of the Company for the time being and entitled to receive notice of board meetings pass the resolution as follows:

RESOLVED THAT the appointment of the Board Observer to the Board and all committees of the Board, and appointment of any subsequent replacement Board Observer should any Board Observer resign or his or her position be vacated for any reason, be approved beginning from the date of closing of Proposed Transaction.

RESOLVED FURTHER THAT the execution and delivery of the non-disclosure agreement between the Company and OMERS Asia is hereby authorised and approved and that it may be executed by any Director or executive officer of the Company.

RESOLVED FURTHER THAT the Board Observer appointment as aforesaid (any subsequent replacement Board Observer) be and is hereby subject to satisfactory completion of background checks as the Company and the Board determine appropriate.

RESOLVED FURTHER THAT an on the earlier of an appointment of the OMERS Asia Nominee to the Board or six months from the date of closing of the Proposed Transaction, the Board Observer shall be removed from the Board with immediate effect.

RESOLVED FURTHER THAT subject to the applicable law and the Articles of Association of the Company, the appointment of the OMERS Asia Nominee to the Board and such committees of the Board as the Board shall determine , be approved and shall be made within a six-month period beginning from the date of closing of the Proposed Transaction.

RESOLVED FURTHER THAT the OMERS Asia Nominee appointment as aforesaid be subject to the customary vetting procedures and background checks performed by the Company and the Board in respect of prospective members of the Board.

RESOLVED FURTHER THAT OMERS Asia Nominee, when so appointed to the Board, be bound by the applicable Company policies, the Article of Association of the Company, and other laws if any applicable.

RESOLVED FURTHER THAT any director, COO, CFO and CS be and is hereby severally authorized to take all necessary steps and actions as may be deemed necessary to give effect to the above resolutions.

(This document may be executed in multiple counterparts which taken together, shall constitute the same document.)

SIGNATURE PAGE TO FOLLOW

//Signature Page 1 of 1//

/s/ Ranjit Gupta

Ranjit Gupta

/s/ Barney Sheppard Rush

Barney Sheppard Rush

/s/ Arno Lockheart Harris

Arno Lockheart Harris

/s/ Cyril Sebastien Dominique Cabanes

Cyril Sebastien Dominique Cabanes

/s/ Deepak Malhotra

Deepak Malhotra

/s/ Supriya Prakash Sen

Supriya Prakash Sen

/s/ Unnikrishnan Mangalath Sukumara Panicker

Unnikrishnan Mangalath Sukumara Panicker

Date: 20/07/2021

EX-99.5

Exhibit 5

Issuer Letter Agreement

OMERS Infrastructure Asia Holdings Pte. Ltd.

1 Marina Boulevard, #28-00,
One Marina Boulevard,
Singapore 018989

CONFIDENTIAL

August 5, 2021

This non-disclosure letter agreement (the "Letter Agreement") is between Azure Power Global Limited (the "Company") and OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Asia"), in connection with the appointment of a non-voting observer on the board of directors (the "Board") of the Company and all committees of the Board (the "Board Observer"). This Letter Agreement sets forth the terms and conditions for the Board Observer to participate in meetings of the Board and to receive information in respect of such meetings. 

In consideration of the mutual covenants and agreements set forth in this Letter Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company agrees with OMERS Asia the following:

1.Board Observer Rights.

(a)In accordance with the resolutions of the Board, dated July 20, 2021, OMERS Asia may appoint its representative as Board Observer to attend all meetings of  the  Board and any committee of the Board (including telephonic or videoconference meetings of the Board)  in a non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Letter Agreement to be Bound in the form attached hereto as Exhibit A (the "Acknowledgement"). 

(b)The Board Observer may participate in discussions of matters brought to the Board (or any committees of the Board), as the case may be, for consideration, but in no event will the Board Observer (i) be deemed to be a member of the Board (or any committees of the Board); (ii) except for (and without limitation of) the obligations expressly set forth in this Letter Agreement and the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders; or (iii) have the right to propose or offer any motions or resolutions to the Board or to vote on any motions or resolutions of the Board.  The presence of the Board Observer will not be considered for purposes of establishing a quorum in respect of any meeting of the Board. The Board Observer will not be entitled to any compensation from the Company for its role as observer.

(c)The Company will provide to the Board Observer copies of all materials that it provides to Board members or committee members ("Board Materials"), including all notices, minutes, consents, and exhibits and annexes to any such materials, at the same time and in the same manner as such information is delivered to the Board members or committee members.

(d)Notwithstanding anything herein to the contrary, the Company may exclude the Board Observer from access to any Board Materials, meeting or portion thereof if the Board concludes, acting in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its affiliate and its counsel (provided, however, that any such exclusion will only apply to such portion of such material or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its affiliates' relationship, contractual or otherwise, with the OMERS Asia or its affiliates or any actual or potential transactions between or involving the Company or its affiliates and OMERS Asia or its affiliates; or (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement, law or rule to which the Company or any of its affiliates is a party or otherwise bound or subject.

2.Confidential Information.

(a)To the extent that any information obtained by the Board Observer from the Company (or any director, officer, employee or agent thereof) is Confidential Information (as defined below), OMERS Asia will, and will cause the Board Observer to, treat any such Confidential Information as confidential in accordance with the terms and conditions set out in this Section 2.

(b)As used in this Letter Agreement, "Representatives" means OMERS Infrastructure Management Inc. ("OIMI"), OMERS Administration Corporation ("OAC") and each of OMERS Asia, OIMI and OAC's affiliates, or any of its of their respective directors, officers, employees, affiliates or advisors, but only if they receive Confidential Information from the Board Observer or OMERS Asia (each, a "Representative"). For greater certainty, neither the Board Observer or OMERS Asia shall be deemed to have disclosed Confidential Information to its, OIMI's or OAC's portfolio companies by virtue of the fact that a director, officer or employee of any such portfolio company also serves as a director, officer or employee of any of them (each, a "Dual Capacity Person"), provided that such Dual Capacity Person does not share Confidential Information with any other director, officer or employee of such portfolio company (other than with other Dual Capacity Persons)

(c)As used in this Letter Agreement, "Confidential Information" means any and all information or data concerning the Company or its subsidiaries, whether in verbal, visual, written, electronic or other form, that is disclosed to the Board Observer in his role as Board Observer by the Company or any director, officer, employee or agent of the Company (including all Board Material that is non-public information), together with all documents derived from the foregoing which may be prepared or created by the Board Observer, OMERS Asia or its Representatives but only to the extent such documents incorporates or is based on Confidential Information; provided, however, that "Confidential Information" will not include information that:

i.is or becomes generally available to the public other than as a result of disclosure of such information in breach of this Section 2 by OMERS Asia, any of its affiliates, any of their Representatives, or the Board Observer;

ii.is independently developed by OMERS Asia, any of its affiliates, any of their Representatives, or the Board Observer without use of Confidential Information provided by the Company or by any director, officer, employee or agent thereof;

iii.becomes available to the recipient of such information at any time on a non-confidential basis from a third party that is not, to the recipient's actual knowledge, prohibited from disclosing such information to OMERS Asia or any of its affiliates, any of their respective Representatives, or the Board Observer by any contractual, legal or fiduciary obligation to the Company; or

iv.was known by OMERS Asia, any of its affiliates (other than the Company), any of its Representatives, or the Board Observer prior to receipt from the Company or from any director, officer, employee or agent thereof.

(d)Except as required by applicable law, regulation, regulatory request or legal process, OMERS Asia will, and will cause the Board Observer to, until such time that OMERS Asia no longer has a Board Observer (a) retain all Confidential Information in strict confidence; (b) not release or disclose Confidential Information in any manner to any other person (other than disclosures to affiliates of OMERS Asia or to any of its Representatives who (i) have a reasonable need to know such information; and (ii) are informed of its confidential nature); and (c) use the Confidential Information solely in connection with (i) OMERS Asia and the Board Observer's rights hereunder; or (ii) monitoring, reviewing and analyzing OMERS Asia investment in the Company and not for any other purpose; provided, however, that the foregoing will not apply to the extent the OMERS Asia or any of its respective affiliates, any of its Representatives or the Board Observer is required or requested to disclose Confidential Information, pursuant to the advice of its counsel, by judicial or administrative process, or by requirements of law, regulation or regulatory request; provided, further, however, that, if reasonably practical and legally permissible, prior written notice of such disclosure will be given to the Company and the disclosing party will use commercially reasonable efforts to notify the Company so that the Company may take action, at its expense, to prevent such disclosure and any such disclosure is limited only to that portion of the Confidential Information which, pursuant to the advice of the discloser's counsel, such person is compelled to disclose.  No notice to the Company will be required for any disclosures made in connection with routine supervisory examinations or regulatory oversight or in respect of any request which is not specifically targeted at the Company or the IFC-OMERS Transaction.  OMERS Asia further acknowledges that the Board Observer and OMERS Asia will from time to time be made aware of material non-public information in respect of the Company through the Board Observer's role as the Board Observer and agrees to comply with the Company's policies on insider trading as they apply to members of the Board and applicable U.S. federal securities and other laws applicable to it in respect of its trading activities.

2

(e)OMERS Asia, on behalf of itself and the Board Observer, acknowledges that the Confidential Information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company.  None of OMERS Asia its Representatives or the Board Observer will, by virtue of the Company's disclosure of, or such person's use of any Confidential Information, acquire any rights with respect thereto, all of which rights (including intellectual property rights) will remain exclusively with the Company.  OMERS Asia will be responsible for any breach of this Section 2 by the Board Observer or its Representatives. 

3.Notices

Notices are to be delivered in writing, by mail, courier service or email,

in the case of the Company, to

Azure Power Global Limited

c/o AAA Global Services Limited

1^st Floor, the Exchange, 18 Cybercity

Ebene, Mauritius

Email: ir@azurepower.com and headoffice@aaa.com.mu

Attention: Mr. Ranjit Gupta and Mr. Pawan Kumar Agrawal

and, in the case of OMERS Asia, to

OMERS Infrastructure Asia Holdings Pte. Ltd. 

1 Marina Boulevard, #28-00,
One Marina Boulevard,
Singapore 018989

Email: PMaheshwari@Omers.com and JGratiaen@Omers.com

Attention: Prateek Maheshwari and Julian Gratiaen

or to such other address as may be given by each party from time to time under this Section.  Notices will be deemed properly given upon actual receipt.

3

Notices will be deemed properly given (i) upon receipt, if delivered by registered post, (ii) on the next business day, if sent by courier service, or (iii) the business day received, if sent by email.

4.Miscellaneous Provisions

This Letter Agreement and the resolutions of the Board, dated July 20, 2021 constitute the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties regarding the matters set out in this Letter Agreement.  No provision of this Letter Agreement may be amended, modified or waived, except in a writing signed by the parties hereto.  This Letter Agreement may not be assigned without the prior written consent of the other party hereto, provided, however, OMERS Asia shall be entitled to assign its rights hereunder to any affiliate without such prior written consent.  The invalidity or unenforceability of any provision of this Letter Agreement will not affect the validity or enforceability of any other provision, and if any restriction in this Letter Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law.  The section headings in this Letter Agreement have been inserted as a matter of convenience of reference only and are not a part of this Letter Agreement.  This Letter Agreement may be executed by electronic signature in any number of counterparts, each of which together will constitute one and the same instrument.  Any waiver by any party hereto of a breach of any provision of this Letter Agreement will not operate or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Letter Agreement.  The failure of a party to insist on strict adherence to any term of this Letter Agreement on one or more occasions will not be construed as a waiver or deprive such party of the right to thereafter insist on strict adherence to that term or any other term of this Letter Agreement.

5.Remedies

OMERS Asia hereby acknowledge and agree that monetary damages shall not be a sufficient remedy for any breach (or threatened breach) of this Letter Agreement by them and that, in the event of any breach or threatened breach hereof, (a) the Company will have the right to immediate injunctive and other equitable relief, without proof of actual damages; (b) OMERS Asia will not plead in defense thereto that there would be an adequate remedy at law; and (c) OMERS Asia agree to waive any applicable right or requirement that a bond be posted by the Company.  Further, such remedies will not be the exclusive remedies for breach of this Letter Agreement but will be in addition to all other remedies that may be available to the Company at law or in equity. 

6.Applicable Law; Venue/Arbitration

6.1Any disputes, claims and controversies arising out of, or in connection with, this Letter Agreement, including a dispute regarding its existence, validity, interpretation, performance breach or termination, shall be referred to and finally resolved by the London Court of International Arbitration (the "LCIA") in accordance with the LCIA Rules for the time being in force.  The arbitral tribunal shall comprise of a sole arbitrator appointed as per the LCIA Rules. The place or seat of arbitration shall be London, England, and the place of hearing shall be New Delhi, India. The proceedings shall be conducted in the English language.

6.2Subject to clause 6.1 above, this Letter Agreement will be construed, interpreted and governed by the laws of England, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction.  The courts of London, England shall have jurisdiction for purposes of this Letter Agreement.

7.Termination

This Letter Agreement will terminate on the date that OMERS Asia no longer is entitled to appoint a Board Observer on the Board, provided, that Sections 2, 3, 4, and 6 will survive any such termination or expiration.

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8.FCPA and Anti-Bribery

Each party agrees that it shall comply in all material respects with all applicable laws while performing its obligations under this Letter Agreement including compliance with (i) the Foreign Corrupt Practices Act of the United States, (ii) any law implementing the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (iii) any applicable local laws prohibiting bribery, kickbacks or other unlawful or improper means of obtaining business or commercial advantages, including the Republic of India Prevention of Corruption Act, 1988. Each party agrees to comply with such laws regardless of their jurisdictional limitations, in so far as their dealings with or on the other party's behalf or its affiliates are concerned, or while performing its obligations under this Letter Agreement.

***

5

If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing and returning the enclosed copy of this Letter Agreement.

AZURE POWER GLOBAL LIMITED
By:	/s/ Pawan Kumar Agrawal
Name:	Pawan Kumar Agrawal
Title:	Chief Financial Officer

Agreed and Acknowledged as of the date hereof:

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
Name:	Prateek Maheshwari
Title:	Authorised Signatory
By:	/s/ Kao Pei Chui
Name:	Kao Pei Chui
Title:	Authorised Signatory

EXHIBIT A

ACKNOWLEDGEMENT AND LETTER AGREEMENT TO BE BOUND

August 5, 2021

This Acknowledgement and Agreement to be Bound ("Acknowledgement") is given by the undersigned as a representative designated by OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Asia") to act as the Board Observer under the letter agreement by and between Azure Power Global Limited (the "Company") and OMERS Asia, dated as of August 5, 2021 (the "Letter Agreement").  Capitalized terms used, but not defined, herein have the meanings ascribed thereto in the Letter Agreement.

1.By his execution of this Acknowledgement, the undersigned acknowledges and agrees:

1.1That he has received and reviewed a copy of the Letter Agreement and that his execution of this Acknowledgement is a condition precedent to his appointment as the Board Observer under the Letter Agreement.

1.2To treat any Confidential Information obtained by him from the Company (or any director, officer, employee, affiliate or agent thereof) in accordance with the Letter Agreement.

1.3That OMERS Asia may terminate the undersigned's service as the Board Observer at any time, with or without cause.  If the undersigned ceases to serve as the Board Observer, he will (a) no longer be entitled to exercise any rights afforded to the Board Observer under Section 1 of the Letter Agreement and (b) as promptly as practicable comply with the obligations under Section 2 of the Letter Agreement with respect to the delivery or destruction of physical materials containing or consisting of Confidential Information in his possession or control.

2.Upon the written request of the Company or OMERS Asia, the undersigned will promptly execute and deliver any and all further instruments and documents and take such further action as such party, acting reasonably, deems necessary to affect the purposes of this Acknowledgement.

3.The Board Observer will from time to time be made aware of material non-public information in respect of the Company through the Board Observer's role as Board Observer, and agrees to comply with the Company's policies on insider trading as they apply to members of the Board and applicable U.S. federal securities and other law applicable to it in respect of its trading activities, and further agrees to adhere to the Company's procedures and restrictions in respect of trading of the Company's securities as if he were a member of the Board, as such may be amended from time to time.

4.No provision of this Acknowledgement may be amended, modified or waived, except in a writing signed by the undersigned, and the Company.  The invalidity or unenforceability of any provision of this Acknowledgement will not affect the validity or enforceability of any other provision, and if any restriction in this Acknowledgement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law.  This Acknowledgement may be executed by electronic signature in any number of counterparts, each of which together will constitute one and the same instrument.

5.Sections 6 of the Letter Agreement will be applicable to this Acknowledgement, and the undersigned hereby agrees to be bound thereby, as if set forth herein.  If any notice, request, demand or other communication is given to the undersigned under this Acknowledgement, it will be given to him at his address set forth on the signature page hereto or such other address as the undersigned will have provided in writing to the Company and the OMERS Asia in accordance with Section 3 of the Letter Agreement.

7.Sections 8 of the Letter Agreement will be applicable to this Acknowledgement, and the undersigned hereby agrees to be bound thereby, as if set forth herein. 

IN WITNESS WHEREOF, the undersigned has executed this Acknowledgement as of the date first above written.

/s/ Prateek Maheshwari

Prateek Maheshwari

The Leadenhall Building, 122 Leadenhall Street, London,

EC3V 4AB, United Kingdom

ACKNOWLEDGED AND ACCEPTED as of this 5th day of August, 2021:

AZURE POWER GLOBAL LIMITED
By:	/s/ Pawan Kumar Agrawal
	Name: Pawan Kumar Agrawal
	Title: Chief Financial Officer

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Kao Pei Chui
	Name: Kao Pei Chui
	Title: Authorised Signatory

EX-99.6

Exhibit 6

AZI Letter Agreement

OMERS Infrastructure Asia Holdings Pte. Ltd.

1 Marina Boulevard, #28-00,
One Marina Boulevard,
Singapore 018989

CONFIDENTIAL

August 5, 2021

This non-disclosure letter agreement (the "Letter Agreement") is between Azure Power India Private Limited (the "Company") and OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Asia"), in connection with the appointment of a non-voting observer on the board of directors (the "Board") of the Company and all committees of the Board (the "Board Observer"). This Letter Agreement sets forth the terms and conditions for the Board Observer to participate in meetings of the Board and to receive information in respect of such meetings. 

In consideration of the mutual covenants and agreements set forth in this Letter Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company agrees with OMERS Asia the following:

1.Board Observer Rights.

(a)In accordance with the resolutions of the Board, dated July 20, 2021, OMERS Asia may appoint its representative as Board Observer to attend all meetings of  the  Board and any committee of the Board (including telephonic or videoconference meetings of the Board)  in a non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Letter Agreement to be Bound in the form attached hereto as Exhibit A (the "Acknowledgement"). 

(b)The Board Observer may participate in discussions of matters brought to the Board (or any committees of the Board), as the case may be, for consideration, but in no event will the Board Observer (i) be deemed to be a member of the Board (or any committees of the Board); (ii) except for (and without limitation of) the obligations expressly set forth in this Letter Agreement and the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders; or (iii) have the right to propose or offer any motions or resolutions to the Board or to vote on any motions or resolutions of the Board.  The presence of the Board Observer will not be considered for purposes of establishing a quorum in respect of any meeting of the Board. The Board Observer will not be entitled to any compensation from the Company for its role as observer.

(c)The Company will provide to the Board Observer copies of all materials that it provides to Board members or committee members ("Board Materials"), including all notices, minutes, consents, and exhibits and annexes to any such materials, at the same time and in the same manner as such information is delivered to the Board members or committee members.

(d)Notwithstanding anything herein to the contrary, the Company may exclude the Board Observer from access to any Board Materials, meeting or portion thereof if the Board concludes, acting in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its affiliate and its counsel (provided, however, that any such exclusion will only apply to such portion of such material or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its affiliates' relationship, contractual or otherwise, with the OMERS Asia or its affiliates or any actual or potential transactions between or involving the Company or its affiliates and OMERS Asia or its affiliates; or (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement, law or rule to which the Company or any of its affiliates is a party or otherwise bound or subject.

2.Confidential Information.

(a)To the extent that any information obtained by the Board Observer from the Company (or any director, officer, employee or agent thereof) is Confidential Information (as defined below), OMERS Asia will, and will cause the Board Observer to, treat any such Confidential Information as confidential in accordance with the terms and conditions set out in this Section 2.

(b)As used in this Letter Agreement, "Representatives" means OMERS Infrastructure Management Inc. ("OIMI"), OMERS Administration Corporation ("OAC") and each of OMERS Asia, OIMI and OAC's affiliates, or any of its of their respective directors, officers, employees, affiliates or advisors, but only if they receive Confidential Information from the Board Observer or OMERS Asia (each, a "Representative"). For greater certainty, neither the Board Observer or OMERS Asia shall be deemed to have disclosed Confidential Information to its, OIMI's or OAC's portfolio companies by virtue of the fact that a director, officer or employee of any such portfolio company also serves as a director, officer or employee of any of them (each, a "Dual Capacity Person"), provided that such Dual Capacity Person does not share Confidential Information with any other director, officer or employee of such portfolio company (other than with other Dual Capacity Persons)

(c)As used in this Letter Agreement, "Confidential Information" means any and all information or data concerning the Company or its subsidiaries, whether in verbal, visual, written, electronic or other form, that is disclosed to the Board Observer in his role as Board Observer by the Company or any director, officer, employee or agent of the Company (including all Board Material that is non-public information), together with all documents derived from the foregoing which may be prepared or created by the Board Observer, OMERS Asia or its Representatives but only to the extent such documents incorporates or is based on Confidential Information; provided, however, that "Confidential Information" will not include information that:

i.is or becomes generally available to the public other than as a result of disclosure of such information in breach of this Section 2 by OMERS Asia, any of its affiliates, any of their Representatives, or the Board Observer;

ii.is independently developed by OMERS Asia, any of its affiliates, any of their Representatives, or the Board Observer without use of Confidential Information provided by the Company or by any director, officer, employee or agent thereof;

iii.becomes available to the recipient of such information at any time on a non-confidential basis from a third party that is not, to the recipient's actual knowledge, prohibited from disclosing such information to OMERS Asia or any of its affiliates, any of their respective Representatives, or the Board Observer by any contractual, legal or fiduciary obligation to the Company; or

iv.was known by OMERS Asia, any of its affiliates (other than the Company), any of its Representatives, or the Board Observer prior to receipt from the Company or from any director, officer, employee or agent thereof.

(d)Except as required by applicable law, regulation, regulatory request or legal process, OMERS Asia will, and will cause the Board Observer to, until such time that OMERS Asia no longer has a Board Observer (a) retain all Confidential Information in strict confidence; (b) not release or disclose Confidential Information in any manner to any other person (other than disclosures to affiliates of OMERS Asia or to any of its Representatives who (i) have a reasonable need to know such information; and (ii) are informed of its confidential nature); and (c) use the Confidential Information solely in connection with (i) OMERS Asia and the Board Observer's rights hereunder; or (ii) monitoring, reviewing and analyzing OMERS Asia investment in the Company and not for any other purpose; provided, however, that the foregoing will not apply to the extent the OMERS Asia or any of its respective affiliates, any of its Representatives or the Board Observer is required or requested to disclose Confidential Information, pursuant to the advice of its counsel, by judicial or administrative process, or by requirements of law, regulation or regulatory request; provided, further, however, that, if reasonably practical and legally permissible, prior written notice of such disclosure will be given to the Company and the disclosing party will use commercially reasonable efforts to notify the Company so that the Company may take action, at its expense, to prevent such disclosure and any such disclosure is limited only to that portion of the Confidential Information which, pursuant to the advice of the discloser's counsel, such person is compelled to disclose.  No notice to the Company will be required for any disclosures made in connection with routine supervisory examinations or regulatory oversight or in respect of any request which is not specifically targeted at the Company or the IFC-OMERS Transaction.  OMERS Asia further acknowledges that the Board Observer and OMERS Asia will from time to time be made aware of material non-public information in respect of the Company through the Board Observer's role as the Board Observer and agrees to comply with the Company's policies on insider trading as they apply to members of the Board and applicable U.S. federal securities and other laws applicable to it in respect of its trading activities.

2

(e)OMERS Asia, on behalf of itself and the Board Observer, acknowledges that the Confidential Information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company.  None of OMERS Asia, its Representatives or the Board Observer will, by virtue of the Company's disclosure of, or such person's use of any Confidential Information, acquire any rights with respect thereto, all of which rights (including intellectual property rights) will remain exclusively with the Company.  OMERS Asia will be responsible for any breach of this Section 2 by the Board Observer or its Representatives. 

3.Notices

Notices are to be delivered in writing, by mail, courier service or email,

in the case of the Company, to

Azure Power India Private Limited

5th Floor, Southern Park, D-II, Saket Place, New Delhi-110017

Email: ir@azurepower.com

Attention: Mr. Ranjit Gupta and Mr. Pawan Kumar Agrawal

and, in the case of OMERS Asia, to

OMERS Infrastructure Asia Holdings Pte. Ltd. 

1 Marina Boulevard, #28-00,
One Marina Boulevard,
Singapore 018989

Email: PMaheshwari@Omers.com and JGratiaen@Omers.com

Attention: Prateek Maheshwari and Julian Gratiaen

or to such other address as may be given by each party from time to time under this Section.  Notices will be deemed properly given upon actual receipt.

3

Notices will be deemed properly given (i) upon receipt, if delivered by registered post, (ii) on the next business day, if sent by courier service, or (iii) the business day received, if sent by email.

4.Miscellaneous Provisions

This Letter Agreement and the resolutions of the Board, dated July 20, 2021 constitutes the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties regarding the matters set out in this Letter Agreement.  No provision of this Letter Agreement may be amended, modified or waived, except in a writing signed by the parties hereto.  This Letter Agreement may not be assigned without the prior written consent of the other party hereto, provided, however, OMERS Asia shall be entitled to assign its rights hereunder to any affiliate without such prior written consent.  The invalidity or unenforceability of any provision of this Letter Agreement will not affect the validity or enforceability of any other provision, and if any restriction in this Letter Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law.  The section headings in this Letter Agreement have been inserted as a matter of convenience of reference only and are not a part of this Letter Agreement.  This Letter Agreement may be executed by electronic signature in any number of counterparts, each of which together will constitute one and the same instrument.  Any waiver by any party hereto of a breach of any provision of this Letter Agreement will not operate or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Letter Agreement.  The failure of a party to insist on strict adherence to any term of this Letter Agreement on one or more occasions will not be construed as a waiver or deprive such party of the right to thereafter insist on strict adherence to that term or any other term of this Letter Agreement.

5.Remedies

OMERS Asia hereby acknowledge and agree that monetary damages shall not be a sufficient remedy for any breach (or threatened breach) of this Letter Agreement by them and that, in the event of any breach or threatened breach hereof, (a) the Company will have the right to immediate injunctive and other equitable relief, without proof of actual damages; (b) OMERS Asia will not plead in defense thereto that there would be an adequate remedy at law; and (c) OMERS Asia agree to waive any applicable right or requirement that a bond be posted by the Company.  Further, such remedies will not be the exclusive remedies for breach of this Letter Agreement but will be in addition to all other remedies that may be available to the Company at law or in equity. 

6.Applicable Law; Venue/Arbitration

6.1Any disputes, claims and controversies arising out of, or in connection with, this Letter Agreement, including a dispute regarding its existence, validity, interpretation, performance breach or termination, shall be referred to and finally resolved by the London Court of International Arbitration (the "LCIA") in accordance with the LCIA Rules for the time being in force.  The arbitral tribunal shall comprise of a sole arbitrator appointed as per the LCIA Rules. The place or seat of arbitration shall be London, England, and the place of hearing shall be New Delhi, India. The proceedings shall be conducted in the English language.

6.2Subject to clause 6.1 above, this Letter Agreement will be construed, interpreted and governed by the laws of England, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction.  The courts of London, England shall have jurisdiction for purposes of this Letter Agreement.

7.Termination

This Letter Agreement will terminate on the date that OMERS Asia no longer is entitled to appoint a Board Observer on the Board, provided, that Sections 2, 3, 4, and 6 will survive any such termination or expiration.

4

8.FCPA and Anti-Bribery

Each party agrees that it shall comply in all material respects with all applicable laws while performing its obligations under this Letter Agreement including compliance with (i) the Foreign Corrupt Practices Act of the United States, (ii) any law implementing the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (iii) any applicable local laws prohibiting bribery, kickbacks or other unlawful or improper means of obtaining business or commercial advantages, including the Republic of India Prevention of Corruption Act, 1988. Each party agrees to comply with such laws regardless of their jurisdictional limitations, in so far as their dealings with or on the other party's behalf or its affiliates are concerned, or while performing its obligations under this Letter Agreement.

***

5

If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing and returning the enclosed copy of this Letter Agreement.

AZURE POWER INDIA PRIVATE LIMITED
By:	/s/ Pawan Kumar Agrawal
Name:	Pawan Kumar Agrawal
Title:	Chief Financial Officer

Agreed and Acknowledged as of the date hereof:

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
Name:	Prateek Maheshwari
Title:	Authorised Signatory
By:	/s/ Kao Pei Chui
Name:	Kao Pei Chui
Title:	Authorised Signatory

EXHIBIT A

ACKNOWLEDGEMENT AND LETTER AGREEMENT TO BE BOUND

August 5, 2021

This Acknowledgement and Agreement to be Bound ("Acknowledgement") is given by the undersigned as a representative designated by OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS Asia") to act as the Board Observer under the letter agreement by and between Azure Power India Private Limited (the "Company") and OMERS Asia, dated as of August 5, 2021 (the "Letter Agreement").  Capitalized terms used, but not defined, herein have the meanings ascribed thereto in the Letter Agreement.

1.By his execution of this Acknowledgement, the undersigned acknowledges and agrees:

1.1That he has received and reviewed a copy of the Letter Agreement and that his execution of this Acknowledgement is a condition precedent to his appointment as the Board Observer under the Letter Agreement.

1.2To treat any Confidential Information obtained by him from the Company (or any director, officer, employee, affiliate or agent thereof) in accordance with the Letter Agreement.

1.3That OMERS Asia may terminate the undersigned's service as the Board Observer at any time, with or without cause.  If the undersigned ceases to serve as the Board Observer, he will (a) no longer be entitled to exercise any rights afforded to the Board Observer under Section 1 of the Letter Agreement and (b) as promptly as practicable comply with the obligations under Section 2 of the Letter Agreement with respect to the delivery or destruction of physical materials containing or consisting of Confidential Information in his possession or control.

2.Upon the written request of the Company or OMERS Asia, the undersigned will promptly execute and deliver any and all further instruments and documents and take such further action as such party, acting reasonably, deems necessary to affect the purposes of this Acknowledgement.

3.The Board Observer will from time to time be made aware of material non-public information in respect of the Company through the Board Observer's role as Board Observer, and agrees to comply with the Company's policies on insider trading as they apply to members of the Board and applicable U.S. federal securities and other law applicable to it in respect of its trading activities, and further agrees to adhere to the Company's procedures and restrictions in respect of trading of the Company's securities as if he were a member of the Board, as such may be amended from time to time.

4.No provision of this Acknowledgement may be amended, modified or waived, except in a writing signed by the undersigned, and the Company.  The invalidity or unenforceability of any provision of this Acknowledgement will not affect the validity or enforceability of any other provision, and if any restriction in this Acknowledgement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law.  This Acknowledgement may be executed by electronic signature in any number of counterparts, each of which together will constitute one and the same instrument.

5.Sections 6 of the Letter Agreement will be applicable to this Acknowledgement, and the undersigned hereby agrees to be bound thereby, as if set forth herein.  If any notice, request, demand or other communication is given to the undersigned under this Acknowledgement, it will be given to him at his address set forth on the signature page hereto or such other address as the undersigned will have provided in writing to the Company and the OMERS Asia in accordance with Section 3 of the Letter Agreement.

7.Sections 8 of the Letter Agreement will be applicable to this Acknowledgement, and the undersigned hereby agrees to be bound thereby, as if set forth herein. 

IN WITNESS WHEREOF, the undersigned has executed this Acknowledgement as of the date first above written.

/s/ Prateek Maheshwari

Prateek Maheshwari

The Leadenhall Building, 122 Leadenhall Street, London,

EC3V 4AB, United Kingdom

ACKNOWLEDGED AND ACCEPTED as of this 5th day of August, 2021: 

AZURE POWER INDIA PRIVATE LIMITED
By:	/s/ Pawan Kumar Agrawal
	Name: Pawan Kumar Agrawal
	Title: Chief Financial Officer

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Kao Pei Chui
	Name: Kao Pei Chui
	Title: Authorised Signatory

EX-99.7

Exhibit 7

Power of Attorney for OMERS Infrastructure Asia Holdings Pte. Ltd.

Know all by these presents that the undersigned hereby constitutes and appoints each of the directors of OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings") listed on Attachment 1 attached hereto, which such annex may be amended from time to time by any director of OMERS Asia Holdings to remove any such director or to add any new director of OMERS Asia Holdings to reflect the then-current directors of OMERS Asia Holdings (each such director, an "Attorney-In-Fact"), signing singly, as the undersigned's true and lawful attorney-in-fact with respect to the undersigned's holdings of and transactions in securities issued by Azure Power Global Limited. (the "Company") to:

1.prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") filings pursuant to Section 13 (Schedules 13D or 13G) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder;

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-In-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-In-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-In-Fact may approve in such Attorney-In-Fact's discretion.

The undersigned hereby grants to each Attorney-In-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such Attorney-In-Fact, or such Attorney-In-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each Attorney-In-Fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each Attorney-In-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any Attorney-In-Fact individually, until such Attorney-In-Fact is no longer employed by the Company or its subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 5, 2021.

OMERS INFRASTRUCTURE ASIA HOLDINGS PTE. LTD.
By:	/s/ Prateek Maheshwari
	Name: Prateek Maheshwari
	Title: Authorised Signatory
By:	/s/ Julian Gratiaen
	Name: Julian Gratiaen
	Title: Authorised Signatory

[Signature Page to Power of Attorney for OMERS Infrastructure Asia Holdings Pte. Ltd.]

Attachment 1

1.Christopher William Curtain

2.Pei Chui (Wendy) Kao

EX-99.8

Exhibit 8

Power of Attorney for OMERS Singapore Governance Inc.

Know all by these presents that the undersigned hereby constitutes and appoints each of the directors of OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings") listed on Attachment 1 attached hereto, which such annex may be amended from time to time by any director of OMERS Asia Holdings to remove any such director or to add any new director of OMERS Asia Holdings to reflect the then-current directors of OMERS Asia Holdings (each such director, an "Attorney-In-Fact"), signing singly, as the undersigned's true and lawful attorney-in-fact with respect to the undersigned's holdings of and transactions in securities issued by Azure Power Global Limited. (the "Company") to:

1.prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") filings pursuant to Section 13 (Schedules 13D or 13G) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder;

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-In-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-In-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-In-Fact may approve in such Attorney-In-Fact's discretion.

The undersigned hereby grants to each Attorney-In-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such Attorney-In-Fact, or such Attorney-In-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each Attorney-In-Fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each Attorney-In-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any Attorney-In-Fact individually, until such Attorney-In-Fact is no longer employed by the Company or its subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 5, 2021.

OMERS SINGAPORE GOVERNANCE INC.
By:	/s/ Jennifer Guerard
	Name: Jennifer Guerard
	Title: Senior Vice President
By:	/s/ Graham McLeod
	Name: Graham McLeod
	Title: Vice President & Secretary

[Signature Page to Power of Attorney for OMERS Singapore Governance Inc.]

Attachment 1

1.Christopher William Curtain

2.Pei Chui (Wendy) Kao

EX-99.9

Exhibit 9

Power of Attorney for Hamilton Infrastructure Holdings Inc.

Know all by these presents that the undersigned hereby constitutes and appoints each of the directors of OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings") listed on Attachment 1 attached hereto, which such annex may be amended from time to time by any director of OMERS Asia Holdings to remove any such director or to add any new director of OMERS Asia Holdings to reflect the then-current directors of OMERS Asia Holdings (each such director, an "Attorney-In-Fact"), signing singly, as the undersigned's true and lawful attorney-in-fact with respect to the undersigned's holdings of and transactions in securities issued by Azure Power Global Limited. (the "Company") to:

1.prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") filings pursuant to Section 13 (Schedules 13D or 13G) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder;

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-In-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-In-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-In-Fact may approve in such Attorney-In-Fact's discretion.

The undersigned hereby grants to each Attorney-In-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such Attorney-In-Fact, or such Attorney-In-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each Attorney-In-Fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each Attorney-In-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any Attorney-In-Fact individually, until such Attorney-In-Fact is no longer employed by the Company or its subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 5, 2021.

HAMILTON INFRASTRUCTURE HOLDINGS INC.
By:	/s/ Jennifer Guerard
	Name: Jennifer Guerard
	Title: President & Assistant Secretary
By:	/s/ Graham McLeod
	Name: Graham McLeod
	Title: Vice President

[Signature Page to Power of Attorney for Hamilton Infrastructure Holdings Inc.]

Attachment 1

1.Christopher William Curtain

2.Pei Chui (Wendy) Kao

EX-99.10

Exhibit 10

Power of Attorney for RE International Corporation

Know all by these presents that the undersigned hereby constitutes and appoints each of the directors of OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings") listed on Attachment 1 attached hereto, which such annex may be amended from time to time by any director of OMERS Asia Holdings to remove any such director or to add any new director of OMERS Asia Holdings to reflect the then-current directors of OMERS Asia Holdings (each such director, an "Attorney-In-Fact"), signing singly, as the undersigned's true and lawful attorney-in-fact with respect to the undersigned's holdings of and transactions in securities issued by Azure Power Global Limited. (the "Company") to:

1.prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") filings pursuant to Section 13 (Schedules 13D or 13G) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder;

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-In-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-In-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-In-Fact may approve in such Attorney-In-Fact's discretion.

The undersigned hereby grants to each Attorney-In-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such Attorney-In-Fact, or such Attorney-In-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each Attorney-In-Fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each Attorney-In-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any Attorney-In-Fact individually, until such Attorney-In-Fact is no longer employed by the Company or its subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 5, 2021.

RE INTERNATIONAL CORPORATION
By:	/s/ Elizabeth M. Murphy
	Name: Elizabeth M. Murphy
	Title: Senior Vice President
By:	/s/ Nancy Prenevost
	Name: Nancy Prenevost
	Title: Vice President

[Signature Page to Power of Attorney for RE International Corporation]

Attachment 1

1.Christopher William Curtain

2.Pei Chui (Wendy) Kao

EX-99.11

Exhibit 11

Power of Attorney for OMERS Administration Corporation

Know all by these presents that the undersigned hereby constitutes and appoints each of the directors of OMERS Asia Holdings Pte. Ltd. ("OMERS Asia Holdings") listed on Attachment 1 attached hereto, which such annex may be amended from time to time by any director of OMERS Asia Holdings to remove any such director or to add any new director of OMERS Asia Holdings to reflect the then-current directors of OMERS Asia Holdings (each such director, an "Attorney-In-Fact"), signing singly, as the undersigned's true and lawful attorney-in-fact with respect to the undersigned's holdings of and transactions in securities issued by Azure Power Global Limited. (the "Company") to:

1.prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") filings pursuant to Section 13 (Schedules 13D or 13G) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder;

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-In-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-In-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-In-Fact may approve in such Attorney-In-Fact's discretion.

The undersigned hereby grants to each Attorney-In-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such Attorney-In-Fact, or such Attorney-In-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each Attorney-In-Fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each Attorney-In-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any Attorney-In-Fact individually, until such Attorney-In-Fact is no longer employed by the Company or its subsidiaries.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 5, 2021.

OMERS ADMINISTRATION CORPORATION
By:	/s/ Brodie Swartz
	Name: Brodie Swartz
	Title: Senior Vice President, Legal & Corporate Secretary
By:	/s/ Josh Bezonsky
	Name: Josh Bezonsky
	Title: Director, Legal and Compliance

[Signature Page to Power of Attorney for OMERS Administration Corporation]

Attachment 1

1.Christopher William Curtain

2.Pei Chui (Wendy) Kao