Azure Power Global Limited (AZREF)
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Investor Update

Aug 31, 2022

Operator

Ladies and gentlemen, good day and welcome to Azure Power's management update conference call. As a reminder, all participant lines will be in the listen-only mode, and there will be an opportunity for you to ask questions after the management updates concludes. Should you need assistance during the conference call, please signal an operator by pressing star zero on your touch-tone phone. Please note that this conference is being recorded. I now hand the conference over to Mr. Vikas Bansal, Head Investor Relations at Azure Power. Thank you, and over to you, Mr. Bansal.

Vikas Bansal
Head of Investor Relations, Azure Power

Thank you. Good morning, good evening, everyone, and thank you for joining us at a short notice. On Monday, the company issued press releases giving an update regarding some of the developments at the company. With me today are Chairman of the Board, Alan Rosling, Acting CEO, Rupesh Agarwal, our Chief Financial Officer, Pawan Kumar Agrawal. Alan will start the proceedings giving you an update on the development. Please note our Safe Harbor statements are contained within our press releases and presentations, a copy of which is available on the investor section of our website at azurepower.com. I now hand over the call to Alan.

Alan Rosling
Chairman of the Board, Azure Power

A very good morning to those of you joining from the U.S. and North America, and a good evening to those of us in Asia. I'm sure you have seen the two press releases that Vikas referred to. We understand that we are constrained by what more we can disclose at this time. I know that this is likely to frustrate many of you, and frankly, it's not at all easy for us either. I can only assure you that the board and management are fully committed and working incredibly hard to address the issues we have in front of us, and to be in a position as early as possible to put all this behind us.

Since becoming chair last year, I've insisted on the highest standard of governance and transparency at Azure, and I have actively reached out to our investors at every opportunity. I know some of you have tried to contact me and Vikas and Pawan, and I really regret that we are in a position so that individual responses in the way that we would normally do are difficult for us. I have to say, we really appreciate the support and understanding of our shareholders, our debt providers, the board, management, and of course our employees. As we said in the press note, the board believes that Azure's underlying business remains fundamentally strong, and the opportunity in the renewable business in India and the energy transition that India is going through is truly compelling. The business continues to trade as expected.

Cash flows are in line with our plans, and our external obligations are being serviced in the normal course. Unfortunately, as you know, the filing of our annual report for last financial year, FY 2022, will take some more time. We are working as hard as possible with the support of leading external advisors to close our annual accounts. I appreciate fully that this is concerning for our investors, but at this point, the company is unable to give a firm timeline for submission of its FY 2022 20-F. Let me now turn to the whistleblower issue that we referred to in the press note, which was received in May this year, an anonymous whistleblower allegation.

The complaints, and there were three strands to the original complaint, alleged certain potential procedural irregularities and misconduct by a few employees at a single plant belonging to one of our subsidiaries. As part of the company's review of these allegations, we discovered deviations from safety and quality norms at the facility, and the company's executive management immediately took action to implement mechanisms to remediate these health and safety issues. In so doing, to strengthen our safety and quality protocols at this plant, but also across our other operations. Safety is genuinely paramount for us. We start every board meeting since I joined with health and safety. We do not tolerate lapses from our high standards on safety so that we can be confident that all of our employees return safely to their families each day after work.

Azure's audit committee, with the assistance of legal counsel and forensic accounting support, carried out an investigation into another of the strands of the whistleblower's allegations and indeed identified evidence of manipulation of project-level data and information by certain employees. This is just unacceptable and the company has implemented immediate remedial measures and has initiated the disclosure of such findings to the appropriate authorities. You know, now turning to our strong pipeline, you know that we have a strong pipeline of future projects, won and contracted. Indeed, in FY 2022, we commissioned our 600 MW Bikaner project in Rajasthan in India, which is the largest owned and operated single-site project by any developer in the country, and I believe the largest in Asia outside China.

However, regarding our PPAs amounting to 2.3 GW under the manufacturing link tender of 4 GW, we are aware that two public interest litigations, so-called PILs, have been filed in the High Court of Andhra Pradesh, which challenge various aspects of the manufacturing link tender. The PILs seek the court to quash the state regulator's approval for procurement capacity tied up with the Solar Energy Corporation of India, SECI, a state-owned entity, which is our customer. The tariff adoption for the capacity by the central regulator, CERC, has also been made subject to the outcome of these PILs. The company is of course evaluating the impact of these PILs on our future business, but I'd stress that we are not party to this litigation.

On the matter of our loss of our CEO, Harsh, I would like to re-emphasize what we said in the press note that Harsh's resignation was unexpected and regrettable. I have to say I wish him well going forward in the place that he has now landed. However, I would like to introduce all of you to Rupesh Agarwal, our Acting CEO. I have worked closely with Rupesh since he joined the company as a consultant some months ago and then was confirmed as our Chief Strategy and Commercial Officer two months ago. I hope you will see that the company is being led by an unusually capable and experienced individual.

Rupesh will be working closely with myself and the board to scale the business as soon as we overcome the immediate challenges facing us, and we can refocus our attention on our exciting growth agenda. Rupesh is backed by a very talented team, which I am delighted to spend time with, including a number of colleagues who are joining us this evening. Pawan, who I think most of you know, our CFO. Shweta, our new head of HR, and Akriti, our general counsel. That said, I look forward to responding to the many questions you will have, but now I think it is the moment, Rupesh, for you to introduce yourself to our investor base. Thank you. Rupesh, over to you.

Operator

This is the operator. Mr. Rupesh Agarwal has got dropped. We are trying to reconnect him. Request you all to please stay connected. Thank you.

Rupesh Agarwal
Acting CEO, Azure Power

Operator, I am connected.

Operator

All right, sir. Please proceed.

Rupesh Agarwal
Acting CEO, Azure Power

Thank you. Thanks, Alan. Hello, friends. Thank you for joining in. Thanks, Alan, for the introduction. Friends, I joined the company as Alan mentioned, mid-July as the chief strategy and commercial officer. I have about two decades of leadership experience in asset development and strategy consulting, having advised leading utilities and private equity investors on developing and managing their clean tech investments in India. Previously, I've held leadership positions at Convergence Energy Services, a Government of India company, and also at Lightsource India, a solar developer. I've also worked with EY. More recently, I had a terrific learning experience running my own startup, a zero-emission electric mobility company, which pioneered India's first public electric bus route. Friends, I'd like to reassure you and all our stakeholders today that we are very focused on growing our business at this very exciting time in the Indian renewable energy market.

We are enthused by the Indian government's commitment to energy transition and making India a leader in green and clean energy. Though we discussed challenges that our company is facing today, I would like to reiterate that the company continues to operate in line with its business plans. Our cash flows and collections from customers continue in the ordinary course. The company continues to serve its debt payment obligations, and our liquidity position remains strong. We can take questions now. Thank you.

Operator

Thank you very much. We will now begin with the question and answer session. Anyone who wishes to ask a question may press star and one on their touch-tone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to use handsets while asking a question. Participants may also note that we may not be able to take all questions because of time limitations. Ladies and gentlemen, in order to ensure that the management is able to address questions from all participants in the conference, please limit your questions to two per participant. Should you have a follow-up question, we would request you to rejoin the question queue. We will wait for a moment while the question queue assembles. The first question is from the line of Justin Clare from Roth Capital Partners. Please go ahead.

Justin Clare
Managing Director and Senior Research Analyst, Roth Capital Partners

Hi. Thanks for taking our questions. First off here, I was just wondering, could you share what kind of project data and information was manipulated? Was this energy generation data or revenue or costs? Then just wanted to understand the scope of the issue. You know, how many projects may have had data manipulated? You know, was this one project or was this more widespread across multiple projects? Then are there implications here for your financial reporting? You know, could you have overstated revenues or earnings? Is there a risk that you may have to restate financials here?

Alan Rosling
Chairman of the Board, Azure Power

Okay, Justin, thank you very much for the questions. The way we're going to do this is this is Alan. I will direct questions to colleagues. Since Pawan will address questions to do with the finances and accounts, Rupesh will address commercial questions, and I will do governance questions. Justin, I think your question is principally about the governance and the whistleblower, so let me handle it in the first instance. First of all, this relates to a single project only. As you'll understand, look, I'm sorry to keep falling back on this, but you'll understand the position we're in.

I can't go into the details of the allegations and what we found in the inquiry because you can imagine the process we're going through and the next steps that we may have to do. What I can say is, it relates to the supplier complaint, relates to a single project, a very small number of employees. I can't go into the details of exactly what we discovered. I'm afraid I regret that. There is, as far as we know, not a question of overstating past income. I think I better stop there because you'll understand that this process has still got some legs to it.

Justin Clare
Managing Director and Senior Research Analyst, Roth Capital Partners

Okay.

Alan Rosling
Chairman of the Board, Azure Power

Can we have the next question, operator?

Operator

The next question.

Justin Clare
Managing Director and Senior Research Analyst, Roth Capital Partners

Could I jump? Welcome.

Operator

Mr. Clare, we will request you to rejoin the question queue.

Justin Clare
Managing Director and Senior Research Analyst, Roth Capital Partners

Okay.

Operator

Thank you. The next question is from the line of Eric Liu from Nomura. Please go ahead.

Eric Liu
Credit Desk Analyst, Nomura

Thanks, management. I think I have a question on the RG-II, I think the restricted group operational data. The following, you mentioned RG-II has generated 1,367 electricity units. Based on your another operating data, PLF is 21.4%. Based on your operational capacity, this should generate 1,200 something. That seems to be a 10%-15% deviation compared to what you mentioned about the electricity generation. Seems like if I also look at your first quarter to third quarter FY 2022, which is around 20% above, and then it feels like your 4Q indicator is around 17%.

Could you let us know, is there any kind of a reason on the back of a 4Q drop? How do you explain this deviation? Thank you.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Eric, thank you. Thank you for that question. You're certainly on the ball. Pawan, perhaps you could handle this, please.

Pawan Kumar Agrawal
CFO, Azure Power

Sure, Alan. We cannot provide as of now data more than what we have already published, including the corrections that have been filed subsequently. With regard to PLF and megawatt, the reasons for variations could be the entire megawatt may not be operating in full capacity. There could be multiple reasons why you cannot simply take the megawatt and the PLF and derive the value. This is the broad level we are suggesting. Also, quarterly, again, because of seasonality and other reasons, quarterly also are the PLF values.

Eric Liu
Credit Desk Analyst, Nomura

Just a follow-up on this question. Because 4Q usually should be a high radiation quarter compared to 3Q and 2Q. Why it shows a drop in that?

Alan Rosling
Chairman of the Board, Azure Power

Pawan, I think that's for you as well.

Pawan Kumar Agrawal
CFO, Azure Power

No, not sure if I got the question right, but I hope, first of all, Eric, I hope you're referring to the correct data. That is 24.1% PLF, not 21.4%.

Eric Liu
Credit Desk Analyst, Nomura

Yeah. Sorry. My question is on the 4Q. I mean, if I based on your first quarter to third quarter PLF, which is presented in the last quarter's presentation, and then based on 21.4% PLF indicated at 1,200. It sounds like 4Q is kind of 17%.

Pawan Kumar Agrawal
CFO, Azure Power

Yeah. That's what we're saying, that you filed the corrected data. You can refer to the revised filing and the data has been corrected in that.

Eric Liu
Credit Desk Analyst, Nomura

Okay. Got you. I come back to the queue if I have any further question.

Alan Rosling
Chairman of the Board, Azure Power

Thank you, Eric.

Operator

Thank you. The next question is from the line of Maheep Mandloi from Credit Suisse. Please go ahead.

Maheep Mandloi
Director, Credit Suisse

Hey, good evening to you guys in India, and thanks for taking the questions. First, just on the whistleblower allegation, I understand there's limited clarity you can give at this stage. Could you just talk about what are the potential implications? Is it something where I could see fines from the Indian government or counterparties? Or is it just the restatement, which is the risk here? Secondly, this is for Rupesh, my question on strategy. I know, Rupesh, you've been around for a few months here. Any clarity or any thoughts on the strategy for the business going forward here? Thanks.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Thank you, Maheep. We got two questions. Rupesh, if you could think about responding to the strategy question. Let me just handle the whistleblower clarification. Maheep, look, at this point, we have found that our processes and our standards have been violated, and that's what we're focused on. We, you know, refuse to have standards of compliance and behavior which falls below our processes and our ethics and our, and our beliefs. The question you're going to ask about the consequences of the robust way in which we are handling this and the way we are coming forward to talk to appropriate authorities, that I can't answer at this point. The only thing we're focused on is doing the right thing, addressing what we've discovered, ensuring that no such thing can reoccur.

I apologize again, but, you know, getting dragged into the details of this particular case is just beyond what we can do at this stage. Okay, Rupesh, could you address the second question on the strategy opportunity?

Rupesh Agarwal
Acting CEO, Azure Power

Sure. Thanks. Look, as a company, nothing is changing in our business strategy or our business standpoint. We remain confident of our growing business. Last week we were shortlisted for one of the largest energy storage tenders, auctioned by SECI under an auction. We continue to do business, as planned. We remain confident of growing our business. We are actively participating in opportunities that are available in the market. I would like to reiterate that, sorry, excuse me. We remain focused on our business to play a role, a leading role in India's energy transition, commitment.

Alan Rosling
Chairman of the Board, Azure Power

Rupesh Agarwal, if I could just supplement that, if you've finished your answer to Maheep Mandloi. Listen, I've been with the business a number of months, and I've spent a huge amount of time working with the management, Rupesh Agarwal since he joined, on the future strategy, because obviously the opportunity is large and complex. We have, obviously, some advantages. We are pioneers in the industry. We have a certain scale. We have traditionally had an ability to finance equity and debt.

We have done a lot of work on the choices that we need to make for a differentiated approach to the market, giving us the sorts of returns that as a company which is offshore-listed and offshore-owned, we need to deliver, which often is, you know, more demanding than some of our domestic competitors because of the, obviously, the country risk, the rupee risk, et cetera. We have got a roadmap in place which Rupesh has been working on since he joined us. The board has been engaged in, and the sort of blip that we're facing now, the challenges we're facing now, which I do not underestimate. I do not want to understate how, you know, there are serious issues which we are taking seriously.

You know, we need to look through them, we need to drive through them, we need to solve them so that we can get to that strategic opportunity that Rupesh is referring to.

Maheep Mandloi
Director, Credit Suisse

Okay. Pass to next question.

Operator

Thank you. The next question is from the line of Puneet from HSBC. Please go ahead.

Puneet Gulati
Director of Equity Research, HSBC

Yeah. Thank you so much for the call. My first question is, you know, you guys talked about two things. One was misrepresentation of data, and second was the deviations in quality and safety norms. Does that relate to the same project so far, or are they separate projects? If you can also comment on their materialities so far.

Alan Rosling
Chairman of the Board, Azure Power

Puneet, I'm struggling to understand. Your line is not clear. Could you repeat? I don't know whether you've got a mic. Could you repeat the question so I can understand?

Puneet Gulati
Director of Equity Research, HSBC

Okay, sure. Can you hear me well now?

Alan Rosling
Chairman of the Board, Azure Power

Yes. If you speak loudly and clearly. Sorry.

Puneet Gulati
Director of Equity Research, HSBC

My bad. My first question is, you know, you've talked about two aspects here. One was misrepresentation of data, and second was deviation in quality and safety norms. Do they relate to the same project, or are there separate projects under question here? If you can also comment on the materiality of these deviations and misrepresentation?

Alan Rosling
Chairman of the Board, Azure Power

Okay. The materiality, I don't think I can at this stage for the same reasons I keep referring back to, and I apologize again for not being able to be as open and transparent as we would like to be. It is just too difficult, as you can imagine, with the position we're in. To be clear, listen, we like many companies get whistleblower allegations and complaints from time to time. It's a system we've built, and it is one of our checks and balances. In many ways, it is a sign of positivity if one of our employees or somebody else uses our whistleblower system. Last year, we had a couple of whistleblower allegations, which we disclosed to the market.

Almost, several of them, most of which turned out not to have substance, but led us to review the processes and systems we have for handling whistleblowers. In this case, we had a single whistleblower about a single project who made a number of separate allegations. The one was around health and safety at the site, and one was about the incorrect reporting upwards of information. The first one, as I said earlier on, about health and safety. The process is when we get one of these whistleblower complaints, the audit committee chairman is immediately notified. Internal audit take a first look to see whether there might be substance. If it is, we can deal with the matter either by dismissing it, 'cause it doesn't have any truth, or we handle it internally, we do so.

Otherwise, the protocol is we need to have an independent third party investigation. In this case, on the health and safety, we determined ourselves immediately that there was substance to some of the things that the whistleblower was saying about the site.

Puneet Gulati
Director of Equity Research, HSBC

Okay.

Alan Rosling
Chairman of the Board, Azure Power

We took immediate remedial action at that site and indeed, as I said, cascaded the learning across. Because health and safety is never, as you understand, a single thing. You keep going, 'cause people are people and, you know, standards, you know, people forget and don't do things and, you know, we all do it in our own daily lives. The second set of allegations around the data, because it was in the nature of an allegation of that nature, we immediately commissioned an independent party. Some of you have asked us on the emails why it has taken time since when the whistleblower submitted these complaints to us concluding this part of the investigation and disclosed to the market. Frankly, these things take time.

To commission an independent law firm for them to do their process, to interview, to go through all of the electronic information they need to do, it takes some time. They are a single whistleblower with a number of strands, one of which we had to bring an independent party in and some forensics to get to the bottom of.

Puneet Gulati
Director of Equity Research, HSBC

Yes. Single whistleblower and single project is what I should take away from this.

Alan Rosling
Chairman of the Board, Azure Power

That's right. That's correct.

Puneet Gulati
Director of Equity Research, HSBC

My second, if I can, is on the CEO departure. Is the CEO departure in any way linked to this? Number two, why is there no, you know, notice period in senior CEO departures? I mean, management transition often takes a bit of time, and both your previous CEOs left without notice or at least the street was informed on the last day of their departure. If you can comment on that.

Alan Rosling
Chairman of the Board, Azure Power

Yeah, sure. Okay. I think, Puneet, this is again to me. The two CEOs that have left us in the last two months are entirely different cases.

Puneet Gulati
Director of Equity Research, HSBC

Yes.

Alan Rosling
Chairman of the Board, Azure Power

In the case of Harsh Shah, he came to me with a very personal request to be released. I'm afraid, again, I'm gonna have to say for reasons of confidentiality and contract and my understanding with him, I cannot be drawn on these personal reasons. I would, you know, as I say, you know, you've probably seen where Harsh has landed. Now, as I say, I wish him well. It is a management decision and a board decision in these cases as to how generously and swiftly one deals with it. If you have a management who wish to leave, sometimes of course you can enforce contract and that's wise, and sometimes it is better to, you know, to be swift about these things.

In part because we had a bench strength, Rupesh was with us. The board had confidence in Rupesh. Our judgment was it was far better to be swift, generous and quick in this transition process because, you know, we have a lot to do. We have these challenges we're talking about to deal with. You know, we're closing the accounts and closing off this WB issue. Importantly, we've got to take the business forward. We've got recruitments to give. We've got projects to build. We've got more projects to bid for and win. It is better very often to have a management team of the future rather than trying to retain, you know, somebody who's for whatever reason of his own has decided it is better for him to move on.

That is a judgment of the board and in a negotiation with the individual. I, again I say, I apologize, I can't get into the details of why he made that decision. You know, I'm constrained by my agreement with him.

Puneet Gulati
Director of Equity Research, HSBC

Thank you.

Alan Rosling
Chairman of the Board, Azure Power

Can we have the next question?

Operator

Yes, sir. Mr. Puneet, may we request that you return to the question queue for follow-up questions. The next question is from the line of Marcus Wong from Schroders Investment Management. Please go ahead.

Marcus Wong
Head of Credit Research, Schroders Investment Management

Hi. I got a couple of questions. Firstly, in terms of, I guess you mentioned one of those, there were complaints related to manipulation of data. Could I check in terms of your system-wise, wouldn't everything be sort of like automated into some dashboard or HQ where basically it takes real time the information of all the plants. How could it happen that some individual actor could just manipulate the data? Second question is relating to your access to onshore bank lines. Have you chatted with your onshore bankers, the REC equivalent, all that, since the announcement you made two days ago, and access to onshore funding, how would that be affected going forward? Yeah. Thanks.

Alan Rosling
Chairman of the Board, Azure Power

Okay, Marcus Wong, thank you. There are two questions. For one, if you could prepare to answer the second one about the onshore banking arrangements. Let me just take the first one, which again relates to the whistleblower. Look, you know, it is very hard for me to get. If I begin to answer your question, you know, I'll get myself in hot water, so I can only go back to saying, "Look, we've disclosed that we've had an issue." I can't get into the detail of exactly what it was in detail and so on, because this is, you know, in process in terms of the follow-up actions and, you know, including dealing with the, you know, the follow-up and the remedial actions connected with this.

I apologize. I cannot be drawn on the specifics of the case. We've revealed that we're taking immediate and strong action, and I think I need to stop there. Pawan, would you like to take Marcus's second question about banking?

Pawan Kumar Agrawal
CFO, Azure Power

Sure, Alan. Azure has longstanding relationship with its debt providers, and we have taken initiatives of reaching out to our debt providers and brief them on the current developments.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Can we move to the next question?

Operator

Sure. The next question is from the line of Diwakar Vijayvergia from AllianceBernstein. Please go ahead.

Diwakar Vijayvergia
Co-Head of Asia Fixed Income, AllianceBernstein

Hey, Alan. Look, thanks for taking this call and time to actually have this investor call. Very much appreciate this. I have two questions. The first, on the last call, there was some chat or thoughts in terms of whether you guys could release the unaudited numbers, just to give some clarity and, you know, just to bed it down that, look, the operations are fine. If you guys can actually talk about this when and if you guys are going to release the unaudited numbers. The second thing is, I do understand that this process is taking time, but, you know, as an investor, what is the signal that is sending that because you cannot release, you cannot give us a timeline by which this process will be completed and you guys will be able to release the results.

It just gives a sense that the problem is much bigger than what is being actually talked about. Does it impact your listing status on the New York Stock Exchange? What is the hard deadline by which you guys need to publish the results before New York Stock Exchange listing comes into question?

Alan Rosling
Chairman of the Board, Azure Power

Okay. There's a bunch of questions there, which largely, Pawan, is for you about why we weren't able to release unaudited numbers. Any consequences on operations and the results and the cash flow from the operations, and anything we can say on the timing of the audits. Just if I may take the listing question before Pawan answers those first three points. Listen, we are working as hard as we can to get the audits out. Pawan will touch on this in a second. I think this is very difficult for the board to sign off and to release numbers that, you know, that are still in need to be signed off. We would love to release information to the market.

You know, Pawan is a responsible CFO, the board, the audit committee all have responsibilities. I think you understand exactly the position that we're dealing with. All I can say again is we will get this done as rapidly as we can, even though we are not today in a position to tell you exactly when. It's we obviously have some processes to go through to get there. Next question, perhaps, please.

Operator

Thank you. The next question is from the line of Prapti from BlackRock. Please go ahead.

Speaker 16

Yes. Hi. Thank you. I hope I'm audible. I mean, I just have a couple of follow-ups from the past. I understand the company cannot give a lot of details on the data manipulation and safety norms. What I want to understand is by when can we expect more clarity on, if not the financials, but on these items, in the likes of, the sites that is impacted because of data manipulation, the safety norms and what measures did the company take. As a follow-up to that, I understand this whistleblower came in in the month of May 2022. So was there a thorough review of all the other plants, keeping this in mind, of the data manipulation issue that happened at one of the sites which the management is saying?

Was there a thorough review of the other sites to prevent any such issues?

Alan Rosling
Chairman of the Board, Azure Power

Okay. Prapti, thank you for those questions. You know exactly what I'm gonna say on the first question about by when. I know I'm sounding like a broken record. You know, I'm as frustrated as you are that I can't answer your question directly. We will find these accounts, get them filed, and disclose everything as swiftly as we can. I think that is all we can say. On the timeline and assurance that it is relating to a single plant only, yes, of course, those questions were top of mind as soon as we got into these issues. The health and safety, I think I've already mentioned.

You know, as soon as we found issues with one of our operations, we have taken swift action to reinforce the message on health and safety, to reinforce our processes, our controls on health and safety, our compliance standards around this. We are assuring that senior management, the board, myself, visit plants unexpectedly or expectedly. We walk around. The first thing we do on every site, the first thing we do on every board meeting is talk about health and safety. We are using all the controls you can imagine, including you know advisors of various sorts, to give us assurance that the systems in the rest of the operations don't suffer similar issues.

On the specific question you're asking as to on the the data side, again, you know, I'm afraid I can't be drawn because that is, you know, still at a point that I can't comment further than what we disclosed in the PM, and I apologize again for that.

Speaker 16

Sure. Okay. Just to confirm, is this an under-construction plant that you're seeing this cost or an operational plant?

Alan Rosling
Chairman of the Board, Azure Power

Okay. Again, I can't comment on identifying the specific plant.

Speaker 16

Okay, no worries. Maybe just one last question.

Alan Rosling
Chairman of the Board, Azure Power

Right.

Speaker 16

How informed are your shareholders on, you know, in terms of timelines of getting this to your shareholders, how well-informed are the shareholders of the entire, this is especially the manipulation issue and what are their, I mean, how well-informed they are about all these issues?

Alan Rosling
Chairman of the Board, Azure Power

By our shareholders, Bhakti, you're referring to the investors on this call, or are you talking about the large shareholders who are represented on our board? Obviously, investors on this call, you know, like, you know, other stakeholders, we have to be, you know, disclose everything to everybody at the same time, the same level of details under the constraints we're facing. The board, which is made up of independents and nominees, the board is fully appraised and fully engaged and deeply concerned about all this. I separate the board, whoever they, their backgrounds may be, whether they're independents or nominees, from shareholders. Obviously, the board has insight into everything. The audit committee is driving much of this process alongside the executive management. Okay, perhaps we could have the next question, please.

Operator

Thank you. The next question is from the line of Imtiaz Shefuddin from Barclays. Please go ahead.

Imtiaz Shefuddin
Professional Investment Specialist, Barclays

Thank you very much for the opportunity. I just want to follow up from Bhakti's question earlier. Here I'm referring to CDPQ and OMERS. What is their thought process of what's going on right now? Also just to follow up on the last call you had, the representative from CDPQ. I remember it was Mr. Malhotra, who was on the call when we had the call that was hosted by the previous CEO, Mr. Harsh Shah. This time around, we don't seem to have any representative from CDPQ. Perhaps you could give some clarity in terms of what is CDPQ and OMERS thinking behind, you know, the current situation. That's my first question.

My second question is relating to you mentioned that your onshore bankers are you know they know what's going on. Can you just comment whether there is any potential breach of covenant on your loans? Perhaps not at the RG level, but at the whole company level. Thank you.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Imtiaz, thank you for those two questions. I'll take the first one, and Pawan, you take the second one on the bankers. Listen, Imtiaz, we cannot as a company speak for our shareholders, whoever they are. You know, I, the board I can speak for 'cause I chair the board, and I spend a lot of time with all of our directors. And I appreciate the way that they have gathered round and put in time to help us, advise us, support us at a time when the company is going through, you know, an unexpected and unpredicted issue. But, you know, any questions for them as shareholders and as institutions, we cannot answer. You know, obviously, we, you understand that. So, Pawan, perhaps you could address the banking question.

Pawan Kumar Agrawal
CFO, Azure Power

Sure. Azure has longstanding relationship with providers, including lenders. We have taken initiatives of reaching out to them and then briefed them on the current developments. Thank you.

Alan Rosling
Chairman of the Board, Azure Power

I guess yeah, the other thing perhaps that we can assure you, as we said before, we said in the PM, we continue to service all of our obligations, debt obligations and others, on time in full. Okay. Could we have the next question, please?

Pawan Kumar Agrawal
CFO, Azure Power

Thank you. The next question is from the line of Varun Ahuja from JP Morgan. Please go ahead.

Varun Ahuja
Executive Director, JPMorgan

Thanks for the time. I know you can't answer a lot of questions. I hope my questions will not lead to, you know, repeating the statement. Can I confirm explicitly the generation number that you've mentioned, 995 for RG-I and 1,367? That is, that you have utmost confidence that that is the real generation number. After, you know, whatever data manipulation allegations have been there, that has been cleaned up and the management is completely confident that the RG-I and RG-II generation is that. If you can at least comment on that. That's number one. Number two, Alan, it's more for you.

You know, the sequence of events, the way it has happened, it clearly is giving a signal to the market that the issue is significantly bigger than what hopefully it actually is. My question for you is more on the governance part that, you know, Harsh coming in after CEO and COO left, clearly he would have at least, you know, been in the know-how or should have been in the know-how as to what are the implications. Because he joined in July and the whistleblower allegation was in May. Despite that, he's. He would naturally, I presume, would have been aware of this issue.

My question on that governance front is, when Harsh left, it seems like he was, you know, is the actual issue much bigger than what he thought at the time of his joining? Just on that, why was this whistleblower issue not highlighted just a week back when he did the call and it was always said that the results delayed because of the five-year service change, when actually this PIL and this whistleblower issue should have been mentioned then and there itself. This sequence, as we mentioned from the governance perspective, is creating a lot of panic in the market. Alan, if you could comment on that. Those two would be my questions. Thanks.

Alan Rosling
Chairman of the Board, Azure Power

Sure. Okay. Again, Pawan, if you can prepare yourself to answer on the generation numbers and the confidence levels that we have on our systems, processes and controls. Let me address the governance challenge. Listen, Varun. We cannot comment until an investigation is complete. I think you'll understand. The part of the whistleblower complaint, which related to wrongful treatment of information, was subject to an independent third party legal process commissioned from a major law firm. Until that exercise reports back, obviously we can't disclose anything about it and we can't take action. We are taking the first opportunity since the delivery of that work by the independent investigation to update you as our shareholders.

Had we, of course, been in a normal course, we would have been disclosing it in a 20-F, but sadly, that is not the case. That is not what we'd hoped to be the case. We're taking the first opportunity to disclose that this has happened. Also we're telling you that we've taken action, both from a health and safety thing, which troubled me personally because, you know, I come from a culture where this really, really matters and in Azure it really, really matters. Also the question of employees who have fallen short of our standards. The investigation had a list of recommendations. We have actioned them with speed. I think if you've been through this sort of thing in a company, you'd understand that these things do unfortunately take time if you're commissioning third parties to get involved.

Pawan, now could you address the generation issue and, you know, the grip we have on the quality and control on our numbers?

Pawan Kumar Agrawal
CFO, Azure Power

Sure, Alan. Varun. The generation number, million units, mentioned for both the green bonds, they are correct to the best of our knowledge. We are confident of those numbers. There were some typos in the PLF percentage which we got subsequently corrected and uploaded. Million units, the number that you are referring to, Varun, is correct.

Alan Rosling
Chairman of the Board, Azure Power

Pawan, maybe I can just add something else from a board point of view. I'm sorry the chairman is speaking too much, and I should, you know, have management speak more. You know, we as a board are really engaged and riled and upset and deeply engaged with this issue. It is clear that we need as a company to look at ourselves in a very hard way and ensure that the sorts of questions you're asking, Varun, about our controls, we can answer with speed and confidence. I'm not at all saying that we can't. I'm just saying that we have a responsibility as a board, and we take that responsibility very seriously.

I'm sure you can imagine that, for one, it's working extremely hard to ensure that everything is world-class and that we are taking advice from third parties to ensure that the board has confidence in everything that the management is doing, saying, and proposing to do into the future. It is, you know. There is a lot of action, learning, reflection that is always involved in a company, but particularly at a time like this. Next question perhaps, please.

Operator

Ladies and gentlemen, due to time limitations, we will be able to take last two questions. The next question is from the line of Douglas Turnbull from Invesco. Please go ahead.

Douglas Turnbull
Fund Manager, Invesco

Thanks very much guys. Can I ask just to slightly change the topic a little bit about the public interest litigation? Am I reading it correctly that this throws up in the air the entirety of the manufacturing-linked tender and also the tariffs that you've agreed for parts of that subsequently with SECI? And perhaps you could help give a bit of, I don't know, context or color around that. When is this something that is more sort of run-of-the-mill that you'd expect to have occurred and is a bit of a speed bump, or is this something which has come way out of left field and really does throw things back up in the air? That's my first question. Some help on that would be great.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Douglas, let me take this, even though Akriti is here, and she is much, much more conscious of the Indian legal system than I am. To answer your question, PIL relates to Andhra Pradesh only. It is a portion of our 4 GW manufacturing-linked project because it has been filed in the High Court of Andhra Pradesh. It relates to PPAs and then. Well, it relates to the PSAs. In other words, the on-selling from SECI to the off-takers at a state level within the state of Andhra Pradesh only. PILs generally, I mean, India is, as you know, incredibly vibrant and exciting democracy, and the legal system is one of the pillars of that democracy.

The PIL, the Public Interest Litigation, is an interesting form where third parties and concerned citizens are able to raise points of law in a way which perhaps other jurisdictions don't have. I'm no expert on it. I can't comment on it, but obviously, because this has been raised, it relates to part of our bigger project, so a portion of the project. We, because we're not party to the litigation, we're at this point unclear. We're taking advice, but the advice, of course, can't predict what may happen through an independent legal system.

Douglas Turnbull
Fund Manager, Invesco

Thank you.

Alan Rosling
Chairman of the Board, Azure Power

Doug, do you have a follow on, or can I answer the next question?

Douglas Turnbull
Fund Manager, Invesco

I have one other question, if I may. Which is, this is perhaps for Pawan. Perhaps you could remind us of what either financing or re-financing requirements we have coming up over the next couple of months, couple of quarters. What cash on hand we would have to potentially deal with that, given that, you know, where bonds are trading now and what the market, the signals the market are saying, I'm slightly concerned as to how we would be able to deal with re-financing required for new projects coming up and or re-financings that may be coming soon.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Pawan , that's clearly a question for you around re-financing.

Pawan Kumar Agrawal
CFO, Azure Power

I just now think that your answers are under audit. We are not in a position to comment on numbers. For the green bond that you talk about, green bonds are not due for re-financing anytime soon, between 2024 and 2026.

Douglas Turnbull
Fund Manager, Invesco

Okay, fine. The comment you've made a couple of times on having just fully briefed your onshore debt providers, I guess there's no more color you can give us in terms of how they've responded to that briefing?

Pawan Kumar Agrawal
CFO, Azure Power

Sorry, I didn't get it. Can you repeat the question, please?

Douglas Turnbull
Fund Manager, Invesco

You said a couple of times that you have been briefing the debt providers onshore with whom you have a long-standing relationship. Can you give us any color on their response to that briefing and ultimately the availability of onshore financing? Do you expect that to have been impacted at all?

Pawan Kumar Agrawal
CFO, Azure Power

We did this disclosure officially a couple of days back, and we are in the process of reaching out to all the lenders and updating them on the current developments. I guess now we are not in a position to comment anything more than that.

Alan Rosling
Chairman of the Board, Azure Power

Doug, if I can add, you know our business well. You understand that essentially we are a business that appeals project finance. Obviously in project financing there are all sorts of parameters and risks that any lender looks at. The prime thing they look at is the offtake risk, the off-taker risk, the payment risk. You'll notice the one thing that makes Adani different from most of our competitors is the mix of our business, which is heavily skewed towards central entities rather than to SEBs. We have some SEBs, but they are a small portion of our portfolio. Our principal offtaker risk is central government and its entities, particularly SECI. That is the kind of first building block of a project finance operation. Okay. Operator, is there a further question?

Operator

Yes, sir. The next question is from the line of Matías Vammalle from BlueBay. Please go ahead.

Matías Vammalle
Emerging Markets Credit, BlueBay

Hi, Alan. Thank you very much for the call. I know it's been extensive. Question is, if you could just, as a form of double checking and confirming, the one project that has been subject to the whistleblower does not form part of any of the two bond issuing restricted groups? That would be my one and only question, please.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Again, don't wanna identify the individual project, the reasons that I've gone through. Pawan, do you want to address this particular question about the RG?

Pawan Kumar Agrawal
CFO, Azure Power

What's the specific question around RG?

Alan Rosling
Chairman of the Board, Azure Power

Yeah. The question is to give assurance that the project, and I think I've already said that we can't identify the project where we have the whistleblower is not within the RG portfolio.

Pawan Kumar Agrawal
CFO, Azure Power

We are in discussion with that project with specific lender and lenders, and then working with them to address their concerns. As Alan said, we're not in a position to comment which specific project is that.

Alan Rosling
Chairman of the Board, Azure Power

Just to be clear, any lenders involved in the project where we have this issue, we have reached out to.

Matías Vammalle
Emerging Markets Credit, BlueBay

Okay. Thank you. Thank you very much.

Operator

Thank you.

Alan Rosling
Chairman of the Board, Azure Power

Thanks, Matías.

Operator

Ladies and gentlemen, that was the last question for today. I would now like to hand the conference over to Mr. Alan Rosling for closing comments.

Alan Rosling
Chairman of the Board, Azure Power

Okay. Look, thank you all for your time and patience. We, the management, the board, the employees of Azure, know the concerns that you have, and we share around the developments that we've been discussing today. I just can reiterate, the board takes these matters very seriously, but also that our underlying faith and belief in the fundamental strengths of this company, the management team, and the opportunity continues, and we believe the business is on track to realize those. We of course have challenges that we've been talking about today. Challenges of not being able to tell you everything that we would like to, including disclosing numbers and all the things we've been discussing today.

Again, I apologize, we would like to be as transparent as we can, but I think you all are smart enough and experienced enough to know the sorts of constraints that we are under. Let me just finish by saying, look, we will get through this. We have a management team of bench strength to take us through. We have a board that's supportive. We have an opportunity in front of us in the energy transition in India and renewable power in India that remains very, very exciting. Let me stop there and hand it back to the operator with thanks to all of you for joining this evening.

Operator

Thank you. Ladies and gentlemen, on behalf of Azure Power, that concludes this conference call. Thank you for joining us, and you may now disconnect your lines.

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