Sify Technologies

Sify Technologies · NASDAQ SIFY

Draft red herring prospectus, 2025-10-16 · sourcing primary

Capacity was capitalised and financed faster than it was sold

The argument

  1. 01Three customers are two thirds of the revenue. Clients 1, 2 and 3 are Hyperscalers in every period and together are 67.04% of revenue. Client 1 alone went from 38.18% to 44.68%. The AI buildout, here, is one customer getting larger.
  2. 02The contract security and the concentration are the same three names. Printed page 46 reports 67.04% of revenue on contracts of at least seven years and calls it durability. The audited note on printed page 407 reports the same revenue as an amount. All three agree in all four periods, and the document joins no two of them.
  3. 03Returns fell while the estate doubled. Built capacity went from 92.63 MW to 188.04. Return on capital went from 9.88% to 7.92%.
  4. 04The damage is below the operating line. EBITDA margin rose from 40.4% to 44.4% over the same years, then net margin fell to 3.42% in the stub quarter. Everything between the two is depreciation and interest.
  5. 05Interest is being capitalised at 9.3%. Rs 515.33 mn of FY2025 interest went to the balance sheet rather than the income statement. When a tower commissions that stops, and depreciation starts.
  6. 06The headline capacity figure is defined twice. The prospectus calls 188.04 MW "engineered to support" on one page and "available power capacity that can be sold to customers" on another, 93 printed pages apart.

The prospectus carries no price band, so there is no target price here and no rating. The anatomy of the offer is its own page.

Revenue

14,283.65

Rs mn, FY2025

EBITDA margin

44.4%

from 40.4% in FY2023

ROCE

7.92%

from 9.88% in FY2023

Net debt / EBITDA

3.66x

Rs 23,236.04 mn

Built capacity

188.04

MW, engineered

Sold capacity

111.37

MW, earning

Exhibit 1

The contract book the prospectus calls durable is three Hyperscalers, and the audited note agrees

Share of revenue from operations, per cent. Four periods, most recent first. Three sections of the filing describe these same counterparties and the document joins none of them.

Client 1Client 2Client 3Clients 4 to 10Everyone else
Three Hyperscalers. Printed page 46 reports the identical figure as “revenue on contracts of at least 7 years”.67.04%Q1 FY202644.68%82.3%FY202546.31%82.4%FY202437.91%79.4%FY202338.18%81.4%Top 10

Client 1 alone moved from 38.18% of revenue to 44.68%. The AI buildout, for this company, is one customer getting larger.

The reconciliation

The top three clients as an amount and a share, against the audited note and the long contract revenue share, by period
PeriodTop 3 clientsRs mn, page 36Audited noteRs mn, page 407Their shareof revenue7 year contractspage 46
FY20236846.656846.6567.04%67.04%
FY20247137.387137.3864.06%64.06%
FY20259761.639761.6368.34%68.34%
Q1 FY20262672.062672.0667.04%67.04%

Three sections, 4 of 4 periods agreeing on both comparisons, to the paisa and to the second decimal. Two of the three are risk factors, written by the issuer for its own document, so their matching proves less than it looks. The third sits in the notes to the restated financial information, inside the accounts the auditor examined, and it reports the same revenue from the same 3 customers. The contract base the prospectus calls durable and the client concentration it discloses as a risk are one set of counterparties, and the document sets no two of the three side by side.

Show every client row
Revenue share by client rank and period
ClientTypeQ1 FY2026FY2025FY2024FY2023
Client 1Hyperscaler44.68%46.31%37.91%38.18%
Client 2Hyperscaler12.01%11.22%13.93%15.64%
Client 3Hyperscaler10.35%10.81%12.22%13.22%
Client 4Enterprise5.68%5.69%5.75%5.11%
Client 5Enterprise2.83%2.86%2.58%1.98%
Client 6Enterprise1.72%2.02%2.42%1.88%
Client 7Enterprise1.71%1.04%1.23%1.51%
Client 8Enterprise1.35%0.98%1.20%1.46%
Client 9Enterprise1.07%0.82%1.14%1.38%
Client 10Enterprise0.86%0.68%1.06%1.07%
Top 1082.26%82.43%79.44%81.43%

Source: Sify Infinit Spaces DRHP, revenue from operations attributable to the top 10 clients, printed page 36. Client names are withheld in the filing itself for confidentiality and lack of consent, and the issuer notes the top 10 may not be the same clients in each period. Clients 1, 2 and 3 are Hyperscalers in every period. Sify Infinit Spaces DRHP, note 33 to the Restated Consolidated financial information, segment reporting, under the heading Major Customer. The note aggregates three customers and gives the amount only. It is the one statement of this concentration inside the accounts the auditor examined. Printed page 36.

Exhibit 2

Built capacity doubled. Return on capital fell.

Indexed, FY2023 = 100. Full fiscal years only.

Built capacityReturn on capitalIndexed, FY2023 = 100
050100150200FY2023FY2024FY202520380Built capacityReturn on capital

Built capacity more than doubled over three fiscal years. Return on capital ended the period 20 per cent below where it started.

Show the numbers
Built capacity and return on capital by fiscal year, with both indexed to FY2023
Fiscal yearBuilt MWIndexROCEIndex
FY202392.631009.88%100
FY2024136.201476.75%68
FY2025188.042037.92%80
Built capacity from the issuer's key performance indicators, return on capital employed as stated by the issuer, both from the draft red herring prospectus, printed pages 142 and 287. The three months ended June 30, 2025 are excluded: return on capital for that stub is filed unannualised and is not comparable to a full year.

Source: Sify Infinit Spaces DRHP, key performance indicators and return on capital employed. Printed page 142.

Exhibit 3

Management put commissioned capacity at 120 MW after 3.5 years of answering the question, and 2 dated promises came due unmet

Megawatts commissioned, taken from management's own answers on earnings calls rather than from the prospectus. Stepped rather than smoothed, because capacity arrives in lumps and a straight line between two quarters would draw megawatts that were never live. The dates promises were made are marked on the axis; their targets are not drawn as levels, because the verbatim claims do not say whether the figure is incremental or absolute.

3570105140+100 MW promised+124 MW promised2021-07-30: 72 MW commissioned2021-10-29: 74 MW commissioned2022-10-21: 100 MW commissioned2023-04-24: 100 MW commissioned2024-01-18: 100 MW commissioned2024-10-22: 120 MW commissioned2025-01-17: 120 MW commissioned721001001202021-072022-102024-012025-01MW
Table view
Call dateCommissioned MWManagement wording
2021-07-3072We presently have 10 data centers spread across 6 cities with capacity, which is in operation of 72 megawatts of IT power.
2021-10-2974you mentioned 74 megawatts of capacity at the end of the September quarter
2022-10-21100it was, I think, 11 data centers with 100 megawatts of capacity, and you're looking to add another 200 megawatts over the next few years
2023-04-24100we crossed more than 100 megawatts IT power already in production, and most of that's already in usage
2024-01-18100We have data center operational capacity across 6 cities and 11 facilities of about 100 megawatt.
2024-10-22120We currently have data center capacity, which is live and operational for about 120 megawatts, of which 105-megawatt is already being consumed by the customers
2025-01-17120we currently have capacity which is installed and commissioned for about 120-megawatt of which 110-megawatt is already contracted with the customers
Commissioned capacity as Sify described it on its own earnings calls. Ordered by call date, not by the fiscal labels, which are inconsistent in the source. Promise markers show when a forward capacity claim was made, not a target level: the wording does not make clear whether the figure was incremental or absolute, and the chart will not invent one.

Across 7 calls between 2021-07-30 and 2025-01-17, commissioned capacity moved from 72 MW to 120 MW. The flat stretches are the finding, so nothing here softens them.

This is the same estate the rest of the page reads out of the prospectus, described in different words. On the call the figure is what has been commissioned. In the filed document the widest number is built capacity, and it is 188.04 MW. The promises marked here carry the date they were made rather than a verdict, because that is what the record supports.

Source: Earnings call pressure points, verbatim management answers to analyst questions

Exhibit 4

Six cities, and most of what earns sits in two states

Bubble area is built MW. The inner disc is the share sold. Equirectangular projection, no border drawn.

70E78E86E94E10N18N26N34NNavi MumbaiNoidaHyderabadBengaluruChennaiKolkata
SoldBuilt, not soldBubble area is built MW
  • Navi MumbaiMaharashtra · 6 sites85.23 of 101.37 MW · 84%
  • NoidaUttar Pradesh · 2 sites13.11 of 36.88 MW · 36%
  • ChennaiTamil Nadu · 2 sites4.17 of 29.50 MW · 14%
  • HyderabadTelangana · 1 site8.55 of 14.40 MW · 59%
  • BengaluruKarnataka · 1 site2.60 of 4.82 MW · 54%
  • KolkataWest Bengal · 1 site0.03 of 1.08 MW · 3%

Six cities, 13 data centres, 188.05 MW built against 113.69 MW sold. Maharashtra and Tamil Nadu alone hold 79 per cent of the capacity that earns, which is why the power tariff work starts with those two regulators.

Source: Sify Infinit Spaces DRHP, capacity and capacity utilization by data center as at and for the three months ended June 30, 2025, certified by the Independent Chartered Engineer. The same table is printed twice, at printed page 49 under Risk Factor 21 and again at printed page 301 in Our Business, with identical figures. Printed page 301.

Exhibit 5

Sixty megawatts in every hundred earn anything

Built capacity converted to sold, FY2025. Each square is one per cent of 188.04 MW.

59sold to customers41engineered, not earning

The industry counts national supply in the same word. India's forecast of 4.7 to 5.7 GW by Fiscal 2030 is stated as built capacity, and on the one estate where the conversion can be measured from a filing it runs at 59 per cent.

Source: Sify Infinit Spaces DRHP, capacity by data centre. Printed page 301.

Exhibit 6

Two towers hold a quarter of the estate and sell almost none of it

Megawatts by data centre, as at 2025-06-30. Bars nest: sold inside commissioned inside engineered.

SoldCommissioned, unsoldEngineered only
  • Rabale Tower 543.20
  • Noida 02 (Tower B)25.92
  • Chennai 02 (Tower B)25.92
  • Rabale Tower 324.00
  • Rabale Towers 1 & 221.64
  • Hyderabad14.40
  • Noida 0110.96
  • Rabale Tower 48.10
  • Bangalore4.82
  • Airoli4.05
  • Chennai 013.58
  • Kolkata1.08
  • Vashi0.38

The 3 outlined rows carry 52.92 MW of built capacity, 28 per cent of the estate, and sell 4.59 MW, or 4 per cent of what earns.

Show the numbers
Capacity by data centre and rung
Data centreBuiltInstalledOperational
Rabale Tower 543.2030.2428.39
Noida 02 (Tower B)25.924.322.26
Chennai 02 (Tower B)25.924.322.30
Rabale Tower 324.0024.0024.00
Rabale Towers 1 & 221.6421.6421.41
Hyderabad14.4014.408.55
Noida 0110.9610.9610.85
Rabale Tower 48.108.107.95
Bangalore4.824.822.60
Airoli4.054.053.10
Chennai 013.583.581.87
Kolkata1.081.080.03
Vashi0.380.380.38

Source: Sify Infinit Spaces DRHP, capacity and capacity utilization by data center as at and for the three months ended June 30, 2025, certified by the Independent Chartered Engineer. The same table is printed twice, at printed page 49 under Risk Factor 21 and again at printed page 301 in Our Business, with identical figures. Printed page 301.

Exhibit 7

The same megawatts earn far more elsewhere, and lose money doing it

Revenue per MW, Rs millions, across the issuer's own chosen peer set.

Per MW builtPer MW sold
  • Sify Infinit SpacesMarch 2025128 per MW sold
  • NEXTDCJune 2025212 per MW sold
  • Digital RealtyDecember 2024capacity not disclosed
  • EquinixDecember 2024capacity not disclosed

NEXTDC sells almost exactly the same megawatts, 110.9 against 111.37, and earns 65 per cent more revenue on them. It also lost 3,331.05 million rupees doing it, against a profit of 1,263.6. Two of the four columns the issuer chose carry no capacity figure at all.

Source: Sify Infinit Spaces DRHP, comparison of the key performance indicators of our Company with listed industry peers, printed page 144. Figures are as the issuer presents them, in Indian Rupees millions. Cells the issuer marked not applicable are carried as nulls rather than filled, because the gap is itself the finding. Printed page 144.

Exhibit 8

Every risk in the worst cell is one the filing already puts a number on

Severity against likelihood, an analyst grading rather than the issuer's. A chip is filled where the magnitude beside the row is derived from the filed numbers and outlined where the row is judgement.

Magnitude derived from the recorded numbersGraded, no figure behind itSevere and likely together
Risks by severity and likelihood. Each cell lists the numbered risks that fall in it, and each number links to its entry in the list below.
SeverityLowMediumHigh
High05020304
Medium0809010607
Low

Likelihood, across

  1. 01

    Several proceedings disclosed in the legal section reached the issuer through public databases rather than through service, and the largest class of them cannot be quantified at all.

    Medium severity, high likelihood · printed page 470

    22 proceedings the document describes as unserved. Litigation the issuer says it found on a public database rather than by service.

    The magnitude is the count of proceedings the document itself describes as unserved. This is an observation about how information reaches the issuer rather than a view on the merits of any matter, and the twenty tax appeals carry no amount, so the largest number in the section is not necessarily the largest exposure in it.

    Mitigant. The issuer discloses both the fact and the method in its own words and names the database in each case, which is more than the policy on materiality obliges it to say.

  2. 02

    Power is the cost base rather than a line inside it, so a tariff move lands on the margin almost undiluted.

    High severity, high likelihood · printed page 398

    39.17 per cent of revenue. Power cost against revenue, FY2025.

    Drawn against revenue rather than against total cost, because revenue is the denominator the contractual escalator applies to.

    Mitigant. Some contracts pass power through to the customer. The filing does not state what share of revenue is covered that way, so the protection cannot be sized from what has been read.

  3. 03

    Two fifths of built capacity earns nothing while still carrying depreciation, interest and the ground it stands on.

    High severity, high likelihood · printed page 301

    40.77 per cent of built capacity. Built capacity less what is sold to customers, FY2025.

    The same table is printed twice, at printed 49 under a risk factor and again at printed 301 in the business section, with identical figures.

    Mitigant. Most of the gap sits in two recently commissioned towers, so part of it is a fill rate that has not had time rather than one that has failed.

  4. 04

    The estate was built with money the business did not generate, in every filed period but one.

    High severity, high likelihood · printed page 355

    1.87 times the cash operations produced. Capital expenditure against operating cash, every filed period together.

    Capital expenditure leads commissioning by years, so the one covered period is a gap in the spending trail rather than a change in how the build is funded. The quarter after it is back to spending more than it earns.

    Mitigant. The gap is disclosed in the issuer's own statement of cash flow rather than reconstructed from other figures, and the offer exists to fund the next stage of it.

  5. 05

    Three counterparties are two thirds of the revenue, and the largest of them alone is close to half.

    High severity, medium likelihood · printed page 36

    67.04 per cent of revenue. Clients ranked one to three, Q1 FY2026.

    Clients are unnamed in the filing, and the issuer states the top ten may not be the same clients in each period. This is therefore concentration by rank rather than by counterparty.

    Mitigant. The same three sit on contracts of at least seven years with roughly five years of average life remaining, so the revenue is contracted rather than held at will.

  6. 06

    Contracts escalate 2 to 4 per cent a year with limited rights to reprice mid term, against a cost base that is mostly power.

    Medium severity, high likelihood · printed page 46

    67.04 per cent of revenue. Revenue on contracts of at least seven years, Q1 FY2026.

    The share on long contracts is the same figure, to the second decimal, as the top three clients in every period. The document reports the two in different sections and never joins them.

    Mitigant. Tenure cuts both ways. The terms that cap the upside also secure the base through a build phase, which is when an estate is least able to replace a customer.

  7. 07

    Borrowing cost is capitalised into assets under construction rather than expensed, and that stops the moment a tower commissions.

    Medium severity, high likelihood · printed page 398

    515.33 million rupees capitalised, not expensed. Borrowing cost taken to assets under construction, FY2025.

    Commissioning moves the same money twice: interest returns to the income statement, and depreciation begins on the asset it was capitalised into.

    Mitigant. Both the amount and the rate are disclosed in the note, so a reader can size the unwind in advance rather than meet it in a later income statement.

  8. 08

    Net debt runs close to four times EBITDA while the estate is still filling.

    Medium severity, medium likelihood · printed page 142

    3.87 times EBITDA. Net debt to EBITDA, Q1 FY2026, unannualised.

    Read from the stub quarter, the most recent period the filing reports. The ratio there rests on an unannualised EBITDA and is not comparable to a full year.

    Mitigant. The ratio is the issuer's own and is disclosed for every period in the key performance indicators, so the trend is visible rather than inferred.

  9. 09

    The headline capacity figure is defined two ways inside one document, so the same number reads as engineered or as sellable depending on the page.

    Medium severity, medium likelihood · printed page 49

    No magnitude. This row is graded, and nothing on the page pretends otherwise.

    Not measured, and marked as such. The risk is a definition rather than a magnitude, so this row is judgement and the exhibit draws it outlined.

    Mitigant. Both definitions are printed and both are carried here. The site draws the rungs separately rather than carrying a single capacity number.

Pillar coverage

  • Revenue quality

    2 risks

  • Cash conversion

    1 risk

  • Balance sheet

    3 risks

  • Governance

    1 risk

  • Business model

    2 risks

  • Valuation

    no row, nothing read

One of the six pillars still carries no row. Valuation needs a price band and the draft document carries none, which is a property of a draft red herring prospectus rather than a gap that reading harder would close. Governance was empty until the outstanding litigation at printed 463 was read, and the row it carries now is what that section says about itself rather than about any single matter. The auditor's report and the related party notes inside the restated financial information are still not cited, so the governance pillar is opened rather than finished.

3 of 9 risks sit in the worst cell, and 8 of 9 carry a figure derived from the recorded numbers rather than a grade, and 9 rest on a printed page. Severity and likelihood are analyst gradings. The magnitude beside each row is not: where a row is marked measured, the figure is derived at render from the filed numbers recorded for this name and moves if they move. The prospectus publishes no risk grading of its own, so nothing here is the issuer's ranking of its own risk factors.

No row is graded low on either axis, so the bottom row and the left column of the matrix stand empty. That is a property of the register rather than of the company: these are the risks worth writing down, not a survey of every risk the filing lists.

Source: Sify Infinit Spaces DRHP, risk factors and the restated financial information, printed pages 36, 46, 49, 142, 301, 355, 398, 470.

Exhibit 9

Only FY2025 paid for its own construction, and it is the last full year before the offer

Rupees crore, restated consolidated, as filed. Capital expenditure is the purchase of property, plant and equipment. Land and lease payments are reported separately in the same statement and are excluded here rather than folded in, which would enlarge the gap. The stub quarter is not annualised and is compared against its own quarter of cash.

Operating cash flowCapital expenditure
Rs cr02505007501,000FY2023: operating cash 373 Rs cr, capex 854 Rs cr2.3x2023FY2024: operating cash 211 Rs cr, capex 923 Rs cr4.4x2024FY2025: operating cash 547 Rs cr, capex 418 Rs cr2025Q1 FY2026: operating cash 101 Rs cr, capex 115 Rs cr1.1xQ1 2026

Consolidated figures as filed in the restated statement of cash flow, converted to crore for display only. The multiple above each pair is capex divided by operating cash flow, shown only where capex was the larger of the two.

Across the four filed periods the estate absorbed 2,310 crore against 1,233 crore of cash from operations, so the building ran at 1.87 times what the business produced and the difference, 1,077 crore, came from somewhere else.

The single covered period is not a change of habit. Capital expenditure fell 55 per cent in FY2025 while operating cash rose 159 per cent, and the quarter that follows it is back to spending more than it earns. Capex leads commissioning by years, so a year of low spending is not a year of low building. It is a gap in the trail, and the offer is what fills it.

Source: Sify Infinit Spaces DRHP, Restated Consolidated Statement of Cash Flow. Capital expenditure is the purchase of property, plant and equipment line. Amounts paid to acquire right of use assets are reported separately in the same statement and are held separately here. Tax paid and capital expenditure are outflows in the filing and are recorded as positive magnitudes. Printed page 355.

Exhibit 10

Every filed period turns profit into at least 2.3 times as much operating cash, and the accrual ratio still peaks at 23 per cent

Two measures of one idea, one row per filed period. Rupees millions behind them, restated and as filed. The thresholds are the ones published on the methodology page, applied here from the same file that publishes them. The stub quarter is compared against its own quarter of cash rather than annualised.

PeriodOperating cash to profit after taxtimesSloan accrual ratioper cent of total assets
FY2023, standalone3.86xwithin22.8%within
FY2024, standalone2.26xwithin21.2%within
FY2025, consolidated4.33xwithin3.1%within
Q1 FY2026, consolidated, unannualised7.39xwithin1.5%within
Operating cash to profit after tax
Below 0.8 is a flag and below 0.5 is serious.
Sloan accrual ratio
Outside plus or minus 25 per cent is the danger line.

On the first measure this issuer is the opposite of a cash conversion problem. Profit after tax turns into between 2.26 and 7.39 times as much operating cash across the filed periods, which is what a business with heavy depreciation and customers on contract looks like.

The second measure is the one to read carefully, and it is why both are shown. Its numerator adds investing cash back in, so on an operator part way through building an estate it moves with the size of the build rather than with the quality of the earnings. It sits at 22.8 per cent in FY2023, standalone, near the threshold, and falls away in the year capital spending fell. Nothing about the earnings changed between those readings. The spending did.

The basis beside each period is the document's own. All four columns sit under a heading that reads restated consolidated, and the column header printed above them says consolidated for the two most recent and standalone for the two older ones. The series still holds, because the associate contributed 0 in the standalone years, so a consolidated statement for those years would have been the same statement. Where it does register is the stub, whose share of the associate's loss is 8.4 per cent of the profit reported for that quarter.

Source: Sify Infinit Spaces DRHP, Restated Consolidated Statement of Cash Flow. Capital expenditure is the purchase of property, plant and equipment line. Amounts paid to acquire right of use assets are reported separately in the same statement and are held separately here. Tax paid and capital expenditure are outflows in the filing and are recorded as positive magnitudes. Total assets from the restated statement of assets and liabilities at printed page 353. Printed page 355.

Exhibit 11

A dispute has to reach 53 million rupees before it must be disclosed, and the smallest of three tests sets that

Rupees millions. The policy takes the lower of three tests over figures from FY2025, and the document publishes the formula rather than the figure, so each row is computed from the issuer's own restated statements. The profit test averages the three years FY2023, FY2024, FY2025.

  • 2 per cent of net worth348.17
  • 2 per cent of turnover285.67
  • 5 per cent of average absolute profit after tax, last three years52.72binds

The policy takes the lowest of the three, so the bar is 52.72 million rupees, 0.37 per cent of a year's revenue, and the next test up sits 5.4 times higher. Taking the lowest is the inclusive choice and it is worth saying so: a net worth test alone would have set the bar at 348. It also means the bar moves with earnings rather than with the size of the company, so a more profitable year raises it.

Against that bar, the largest matter carrying a number is 1,175.83 million, 22 times the threshold. The more interesting entries carry no number at all.

20found via independent third party checks by the Company

Appeals by the Income Tax Department in the Madras High Court against a favourable order to Sify Technologies Limited

“No notice has been served on STL and no details of the grounds or quantum are available, accordingly, the amounts cannot be quantified.”

Printed page 470

2found via the E-courts services website

Summary criminal cases against the Company and the Individual Promoters before the Judicial Magistrate First Class, Thane

“neither our Company nor the Individual Promoters have received notices, summons or any other document in relation to this matter and the disclosure included herein is based on the information available on the E-courts services website.”

Printed page 464

22 proceedings reached this issuer through a public database rather than through service, in its own words on both counts. Twenty of them carry no amount, because the grounds and the quantum are not available to a party nobody has served. So the largest number in the legal section is the largest number that could be written down, which is a different thing from the largest exposure in it.

What the remuneration line covers

In FY2025 the related party table shows 2.62 of key management remuneration. The footnote under it says that covers 1 of the 3 officers the same note names: “Represents salaries and other benefits of Key Management Personnel comprising of Mr. Devendiriya Jayaraman Poornasandar (Company Secretary) only. Other KMP's remuneration are included in Expense transfer.” A second footnote prices what moved: “The Expenses Transfer from Sify Technologies Limited for the FY 2024-25 includes 6.50 of KMP remuneration cross-charged to the Company.”

So the disclosed figure is 29 per cent of what the note itself says key management cost, and the rest sits inside an expense transfer of 526.88 from the parent. That is a floor rather than a total: the note says the transfer includes that much remuneration, not that it is all of it. Printed page 410.

Source: Sify Infinit Spaces DRHP, Section VI, outstanding litigation and material developments, the policy on materiality adopted by the Board, adopted by board resolution dated 2025-10-14, two days before the document itself is dated. Printed page 463.

Exhibit 12

Two filings measure the same business and differ by the same 88 million every year

Rupees millions. The subsidiary's own revenue from its prospectus against the data centre segment its parent reports in its 20-F, for the 3 years both cover. The 20-F prints absolute rupees and the prospectus prints millions, a change of scale inside one currency, and no rate is applied anywhere because there is none to apply.

YearSubsidiary, own accountsParent, data centre segmentGap
FY2023standalone10,213.410,125.6187.79
FY2024standalone11,141.711,05487.70
FY2025consolidated14,283.6514,19687.65

Across these years the subsidiary's revenue grows 40 per cent and the gap moves by 0.14 million. A difference that holds its size while the business it sits inside grows by two fifths is a fixed item on one side of a boundary, not a measurement drifting from another.

It also survives the change of reporting basis. Two of these years are the subsidiary standalone and one is consolidated, and the gap does not notice, which is the second thing suggesting it belongs to the definition of the segment rather than to the perimeter of the company.

Neither document cites the other and neither reconciles the two, so what the item is cannot be named from either of them. What can be said is that the parent's segment and the subsidiary's accounts are not the same measurement, and anyone treating one as a stand in for the other is out by a fixed amount in every year they overlap.

Source: Sify Infinit Spaces DRHP, restated statement of profit and loss at printed page 142, against the data centre segment reported by Sify Technologies in its annual report on Form 20-F, held in the harvested filings.

Exhibit 13

3 of the 4 published returns on capital rebuild exactly, and the one that cannot be checked is the highest

Points of return on capital, measured from the figure the issuer published. The formula is the document's own. Zero means the rebuild landed on the published figure.

Lease liabilities counted as borrowingsLease liabilities excluded, the formula as printed
  • FY20239.88 per centCannot be rebuilt. An average needs the capital employed of the year before, and the balance sheet stops here.
  • FY20246.75 per cent0.00+0.62
  • FY20257.92 per cent0.00+0.66
  • Q1 FY20261.62 per cent0.00+0.19

Points of return on capital, measured from the figure the issuer published. Zero is exact agreement.

The formula sits on printed page 261, inside the industry report the issuer commissioned. The figures sit in the business section, as the issuer's own achievement. The document never joins them, and joined they hold: every period that can be rebuilt lands on the published number to the second decimal.

It only holds on one reading. Capital employed is defined as net worth plus total borrowings less cash, and the definition does not say whether lease liabilities are borrowings. Counted, the rebuild is exact. Left out, as the words alone would have it, every period comes out 0.49 points too high. The stricter reading is the one the issuer used, which flatters it less, and the document does not say so anywhere.

FY2023 cannot be rebuilt at all. An average needs the capital employed of the year before it, and the balance sheet carries four columns. That period is also the highest of the four at 9.88 per cent, and it is half of what the claim to beating global peers rests on.

Source: The formula is printed inside the commissioned 1Lattice and Cushman and Wakefield industry report rather than beside the figures the issuer claims for itself: return on capital employed is EBIT over average capital employed, EBIT is EBITDA less depreciation and amortisation, and capital employed is net worth plus total borrowings less cash and cash equivalents. The inputs are the key performance indicators, the statement of cash flow and the balance sheet, at printed pages 142, 355 and 353. Printed page 261.

Exhibit 14

The associate is 19 per cent of net worth on the balance sheet and 27 per cent with the guarantee, and it returned a loss of 11.41

Amounts owed by and committed to SKVR Software Solution Private Limited, the 49 per cent associate, against the issuer's own net worth at the same date. Rupees millions. A loan, a preference share subscription and a security deposit are on the balance sheet. The corporate guarantee is not, and is drawn separately.

FY2025as at 2025-03-31

Net worth 17,408

On the balance sheet
3,060, 17.6% of net worth
Guarantee, off it
1,465
The associate’s share of profit
-0.45
Printed page 410

Q1 FY2026as at 2025-06-30

Net worth 17,543

On the balance sheet
3,286, 18.7% of net worth
Guarantee, off it
1,388
The associate’s share of profit
-11.41
Printed page 408

The guarantee row is printed under a heading reading Guarantees and collaterals on behalf of the Company, and carries this footnote: The Corporate Guarantee given by Sify Infinit Spaces Limited in favour of SKVR Software Solution Private Limited shall be a continuing one and shall remain in full force and effect till such time SKVR Software Solution Private Limited repays the loan in full. The heading has the associate standing behind the issuer. The footnote has the issuer standing behind the associate. Both are on printed page 408, the filing does not reconcile them, and the guarantee is drawn apart from the rest for that reason rather than added to it.

This company already appears twice in this analysis, once as the reason four columns of accounts can be read as one series. The statements are titled consolidated throughout and two of the four periods are standalone, and what keeps them comparable is that the associate contributed exactly nothing to profit in those two years. That is true and it is asserted as a build guard. Read alone it invites the conclusion that the associate does not matter.

The related party note says what else it is. At 2025-06-30 the issuer was owed 1,700 on loan, held 1,490 of its preference shares and had 96 out as a security deposit, and had guaranteed 1,387.5 more off the balance sheet. What that capital returned in the same period was -11.41, a loss. Immaterial to the income statement and 18.7 per cent of net worth are not in conflict. They are two different questions, and the document answers them in two sections that never refer to each other.

Source: Sify Infinit Spaces DRHP, note 34 to the Restated Consolidated financial information, related parties and transactions. The guarantee row sits under a heading reading on behalf of the Company and carries a footnote saying the guarantee runs the other way. Printed page 408.

Cost base and what is still open

Power is the cost base

Power runs 39.2 per cent of revenue against labour at 3.8. Contracts escalate 2 to 4 per cent a year, with limited rights to reprice mid-term.

Read and cited

20 printed pages of the prospectus: the KPI block, the peer comparison, the client table, the capacity table printed twice, the expense notes, the statement of cash flow, the contract and leased land risk factors, and management's own discussion.

Still to build

Balance sheet and cash flow, the revenue build and three year forecast, bull base and bear cases, two way sensitivity, and an implied valuation against peers. The risk register is built and sits above, with the pillars it cannot evidence marked.