Azure Power Announces Suspension of SEC Reporting Obligations

Renewable energy developer Azure Power Global Limited, which has most of it’s portfolio kf projects in India, has confirmed that the Company’s US Securities and Exchange Commission (“SEC”) reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act), were suspended on April 1, 2024.

On October 31, 2023, the NYSE filed a Form 25 pursuant to Rule 12d2-2(b) under the Exchange Act and, on November 13, 2022, the Company’s shares were delisted from NYSE. On January 29, 2024, 90 days after the NYSE filed Form 25, the Company’s shares ceased to be registered with the SEC pursuant to Section 12(b) of the Exchange Act. As the Company had less than 300 record holders of its equity securities on the date that its 12(b)-registration ended, the Company’s shares did not become registered under Section 12(g) of the Exchange Act in accordance with Rule 12g-2.

As Azure Power has no equity securities registered under Section 12(b) or 12(g) of the Exchange Act, and its reporting obligations have been suspended under Section 15(d) of the Exchange Act, the Company will no longer have an obligation to file periodic reports (annual reports on Form 20-F and Form 6-K reports) with the SEC. This means that the Company expects that it will not be required to file an annual report on Form 20-F with the SEC for Fiscal 2024; however, its reporting obligations under Mauritius law will continue and its reporting obligations to bondholders under its Green Bond indentures will also continue. The Company will also continue with periodic updates to the market by press release.  In addition, other provisions of the Exchange Act and SEC rules relating to “foreign private issuers” with equity securities registered under the Exchange Act will no longer apply to the Company including shareholders’ obligations to file beneficial ownership reports publicly with the SEC on Schedule 13D or Schedule 13G.

Currently, the Company’s equity securities are only available to trade on the over-the-counter (or OTC) “expert” market, where quotations are only directly available to broker-dealers and professional investors (not to retail investors). The Company is not currently considering listing its shares on other trading markets or platforms.

The troubled developer has been struggling with multiple issues for the past 4 years, after setting up one of India’s earliest utility-scale solar plants in its heyday. Governance issues have tripped up the firm leading to high employee churn across levels since 2021. It was also one of the winners of SECI’s much-delayed manufacturing linked tender where it is to set up and deliver over 2 GW of solar projects in 2024, besides establishing a module manufacturing line. Taking its other projects into consideration, the firm has a pipeline of over 3 GW of solar +wind projects to be delivered in the next 9 months in India.