Sify Technologies Ltd 6-K, filed Nov 2, 2021

Sify Technologies Ltd (SIFY)

6-K 2021-11-02 For: 2021-11-01

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Added on April 10, 2026

About this 6-K

Sify Technologies Ltd filed this 6-K on November 2, 2021.

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Exhibit No.		Description

10.1*		Debenture Subscription Agreement dated November 1, 2021 By and Among Sify Infinit Spaces Limited and Sify Technologies Limited and Kotak Special Situations Fund
10.2*		Put Option Agreement Among Sify Technologies, Ltd. and Kotak Special Situations Fund and Sify Infinit Spaces Limited dated November 1, 2021
99.1		Press Release dated November 1, 2021

	SIFY TECHNOLOGIES LIMITED

	By:	/s/ MP Vijay Kumar
		Name: MP Vijay Kumar
		Title: Chief Financial Officer

1.	DEFINITIONS AND INTERPRETATION	3

2.	EFFECTIVE DATE	17

3.	SUBSCRIPTION AND CONSIDERATION	17

4.	CONDITIONS PRECEDENT	19

5.	Fulfillment of CONDITIONS PRECEDENT	19

6.	NON-SATISFACTION	19

7.	ACTIONS PENDING COMPLETION	20

8.	CLOSING	20

9.	CONDITIONS SUBSEQUENT TO CLOSING	21

10.	REPRESENTATIONS AND WARRANTIES	21

11.	SHAREHOLDING	23

12.	COVENANTS	23

13.	PRE-EMPTIVE RIGHTS FOR NEW ISSUE OF SECURITIES	30

14.	EVENTS OF DEFAULT	31

15.	CONSEQUENCES OF EVENTS OF DEFAULT	34

16.	STRATEGIC EXIT	36

17.	EXIT RIGHTS	36

18.	TERMINATION	39

19.	CONFIDENTIALITY	40

20.	INDEMNITY	41

21.	GOVERNING LAW	42

22.	DISPUTE RESOLUTION	42

23.	FURTHER ASSURANCES	43

24.	NOTICES	43

25.	COSTS AND EXPENSES	44

26.	ASSIGNMENT	44

27.	WAIVER	44

28.	AMENDMENTS	44

29.	NO PARTNERSHIP	44

30.	RESERVATION OF RIGHTS	45

31.	INDEPENDENT RIGHTS	45

32.	ENTIRE AGREEMENT	45

33.	PARTIAL INVALIDITY	45

34.	COUNTERPARTS	45

35.	LAST PARTY EXECUTION	45

36.	SURVIVAL	46

SCHEDULE I	50

SCHEDULE II	51

SCHEDULE III	52

SCHEDULE IV	55

SCHEDULE V	59

SCHEDULE VI	61

SCHEDULE VII	67

SCHEDULE VIII	69

SCHEDULE IX	71

SCHEDULE X	72

(3)	“Anti-Corruption Laws”	shall mean laws relating to anti-bribery or anti-corruption (governmental or commercial), including, without limitation, laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government official, commercial entity, or any other Person to obtain a business advantage; such as, without limitation, the Unlawful Activities (Prevention) Act, 1967; the Prevention of Corruption Act, 1988; Whistle Blowers Protection Act, 2011; the U.S. Foreign Corrupt Practices Act, 1977, as amended from time to time; the UK Bribery Act, 2010 and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions, to the extent such laws are applicable to the Company and/or the HoldCo;
(4)	“Anti- Money Laundering Laws”	shall mean the Prevention of Money Laundering Act, 2002 and any rules issued under it together with any other anti-money laundering laws and guidelines and circulars as issued by a Governmental Authority;
(5)	“Applicable Laws”	shall mean any statute, treaty, law, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law, of any of the foregoing by any Governmental Authority having jurisdiction over the matter or Person in question, whether in effect as of the date of this DSA or thereafter and in each case as amended;
(6)	“Articles of Association”	means the articles of association of the Company, as amended from time to time;
(7)	“Big Four Accounting Firms”	means the following accounting firms or their Affiliates: Deloitte; PricewaterhouseCoopers; Ernst & Young; and KPMG;
(8)	“Board”	means the board of directors of the Company and shall include any committees constituted/ to be constituted by the board of directors of the Company;
(9)	“Business”	means the business of data centre colocation services;
(10)	“Business Day”	means a day (other than a Sunday or a bank holiday) in Mumbai and Chennai and “Business Days” shall be construed accordingly;
(11)	“Business Partner”	means any Person which is a Strategic Investor or Financial Investor or any consultant in the data center business or is a customer or potential customer of the Company or is in the business of data centres, provided however, that if the Business Partner is a Financial Investor, such Financial Investor shall be approved by the Investor;

(12)	“Cash and Cash Equivalent”	shall mean cash-in-hand, demand deposits and other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, available with the Company;
(13)	“CCDs”	shall mean any and all classes of compulsorily and mandatorily convertible debentures of the Company, issued from time to time;
(14)	“CCD Holder(s)”	means, the Person in whose name the CCDs shall be registered in the Company’s register of debenture holders, collectively;
(15)	“Closing” or “First Closing”	means, in relation to the subscription and allotment of the Investor Series 1 CCD and Investor Series 2 CCD, the consummation of the subscription and allotment of Investor Series 1 CCD and Investor Series 2 CCD in accordance with the provisions of this DSA;
(16)	“Closing Date” or “First Closing Date”	shall have the meaning assigned to it in Clause 8.1;
(17)	“Conditions Precedent”	means the conditions precedent as set out in Schedule III to this DSA;
(18)	“Confidential Information”	means, collectively, (i) information relating to the business, affairs, performance and finances of any Party or information of such Party treated as confidential by it and trade secrets (including, without limitation, technical data and know-how) relating to the business or of any of its respective clients or customers; (ii) any information whatsoever concerning or relating to: (a) the terms and conditions of this DSA; (b) any dispute or claim arising out of or in connection with this DSA; and (c) the resolution of such claim or dispute; (iii) any information or materials prepared by or for a Party or its representatives that contain or otherwise reflect, or are generated from, Confidential Information; and (iv) the negotiation and execution of any term sheet, the transactions contemplated under any term sheet and this DSA, and any information given to any Party by any other person in relation to this DSA (which is not, on the date it is so given, already in the public domain) for the purpose of the negotiation or execution of any term sheet or this DSA;
(19)	“Control”	shall mean (i) in relation to a Person which is a body corporate, ownership or control (whether directly or otherwise) of more than 50% (fifty per cent) of the equity share capital, voting capital, or the like of the controlled entity or ownership of equity share capital, voting capital, or the like by contract or otherwise, control of, power to control the composition of, or power to appoint, majority of the members of the board of directors or other equivalent or analogous body of the controlled entity or the power to direct or cause the direction of the management of such Person; and (ii) in relation to a Person which is not a body corporate or an individual, the right or power to direct, whether directly or indirectly, acting alone or together with another Person, the policy decisions or management of that Person, and the terms “Controlled by”, “Controlling” and “under common Control with” shall be construed accordingly;

(20)	“CP Confirmation Notice”	has the meaning ascribed to it in Clause 5.1;
(21)	“CP Satisfaction Letter”	means the letter issued to the Investor stating that the Conditions Precedent have been satisfied;
(22)	“Debenture Trustee”	shall mean Vistra ITCL (India) Limited;
(23)	“Debenture Trustee Agreement”	shall mean the debenture trustee agreement in the agreed format acceptable by the Investor to be entered into by and between the Company and the Debenture Trustee within 180 days from the First Closing Date or such other time period as may be accepted by the Investor in writing;
(24)	“Debt Service Coverage Ratio”	shall, on a Testing Date, mean the ratio of: (i) consolidated EBITDA of the Company less the Tax payable by the Company during the trailing 12 (twelve) months prior to the Testing Date; and (ii) an amount equal to the sum of interest, principal repayment, and other financing costs payable by the Company in respect of any Financial Indebtedness for the next 12 (twelve) months from the Testing Date (whether or not such Financial Indebtedness is paid or repaid, as applicable, when due);
(25)	“Deed of Adherence for Investor Affiliate Transferee”	means agreed format of Investor Affiliate transferee deed of adherence as set out in Schedule IX;
(26)	“Deed of Adherence for Investor Transferee”	means agreed format of Investor transferee deed of adherence as set out in Schedule VII;
(27)	“Default Interest”	shall mean 1% (one per cent) per month on any amount which is due and payable as per the terms hereof and which has not been paid, for the period of default, i.e., from the date on which such amount was originally due and ending on the date on which such payment along with Default Interest is paid in full. The payment of this Default Interest shall be taken into consideration while determining the IRR payable to the Investor as per Clauses 15.4.5, 16.3 and paragraph 5.4 of Schedule IV;

(28)	“Disclosure Letter”	means the letter issued by the Company to the Investor, in the form and manner acceptable to the Investor, which sets out true, fair, correct and specific disclosures against the Warranties along with specific references and disclosures to particularly identified disclosed documents, where necessary, as acceptable to the Investor and delivered to and accepted by the Investor and shall include any updated Disclosure Letter, if any as accepted by the Investor;
(29)	“EBITDA”	shall mean, consolidated earnings before interest, tax, depreciation and amortization, calculated in accordance with Applicable Law, GAAP and other applicable accounting standards (IND AS) but excluding any gains/losses from extraordinary (including revaluation gains / losses and any gains / losses arising from one time activity (as an example sale of assets or indemnity obligations or claims arising under this DSA or any related or connected agreements) / non-operating items (dividends and interest income on interest bearing instruments);
(30)	“Effective Date”	means the Execution Date of this DSA as defined above;
(31)	“Encumbrance”	shall mean any right, title and/or interest or equity of any nature whatsoever (including any right to acquire, option or right of pre-emption) or any mortgage, pledge, deed of trust, hypothecation, right of others (including right of set-off or counterclaim), claim, security interest, burden, title defect, title retention agreement, lease, sublease, license, voting trust agreement, interest, option, proxy, lien, charge, covenant, condition, purchase agreement, actionable claim or any security agreement, security arrangement, other restriction/s, limitations or encumbrance of any nature whatsoever;
(32)	“Equity Valuation”	shall have the meaning ascribed in Schedule IV;
(33)	“Events of Default”	shall mean any event or circumstance as described in Clause 14 of this DSA;

(34)	“Exit Event”	means any of the following, conducted in accordance with Clause 17: (i) Qualified IPO; and (ii) Alternate Listing;
(35)	“Financial Indebtedness”	shall mean any indebtedness for or in respect of: (i) moneys borrowed against the payment of interest; (ii) any amount raised by acceptance under any acceptance credit facility or its dematerialised equivalent;

		(iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, which is treated as debt in the books as per Applicable Laws; (iv) the amount of any liability in respect of any lease or hire purchase contract which is deemed as a finance or capital lease under GAAP; (v) receivables sold or discounted other than any receivables to the extent they are sold on a non-recourse basis; (vi) any amount raised under any other transaction, including any forward sale or purchase agreement having the commercial effect of a borrowing, whether called by that name or otherwise; (vii) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and, for calculating the value of any derivative transaction, only the mark-to-market value of such transaction shall be taken into account; (viii) any counter-indemnity obligation in respect of the guarantee, indemnity, bond, documentary letter of credit or any other instrument issued by a bank or financial institution; and (ix) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above;
(36)	“Financial Investor”	shall mean a Person whose primary business is to make investments in securities of other entities;
(37)	“Financial Year”	shall mean the accounting period commencing from April 1 of the previous year till March 31 of the year under reference;
(38)	“Fully Diluted Basis”	means, in reference to any calculation, that the calculation should be made in relation to the equity share capital, assuming that all, (i) outstanding convertible preference shares or debentures, options, warrants, notes and other securities convertible into or exercisable or exchangeable for Securities of the Company (whether or not by their terms then currently convertible, exercisable or exchangeable), including employee stock options, have been so converted, exercised or exchanged to the maximum number of securities possible under the terms thereof; and (ii) partly paid Securities (if any) have been fully paid up;

(39)	“GAAP”	shall mean the generally accepted accounting principles or the Indian accounting standards, as applicable as on the date of this DSA, as prescribed by the Institute of Chartered Accountants of India/ notified by the Ministry of Corporate Affairs, Government of India and consistently applied by the relevant Person;
(40)	“Government” or “Governmental Authority”	means any national, supranational, regional or local government, or governmental, statutory, regulatory, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person whether or not government owned and howsoever constituted or called, that exercises the functions of the central bank) having jurisdiction over the matter or Person in question, whether in effect as of the date of this DSA or thereafter;
(41)	“Indemnified Parties”	has the meaning ascribed to it in Clause 20.1;
(42)	“Indemnifying Parties”	has the meaning ascribed to it in Clause 20.1;
(43)	“INR” or “Rs.”	means the lawful currency of India;
(44)	“IRR”	means the internal rate of return calculated using the XIRR function in the computer software, ‘Microsoft Excel’, which is actually realized by the Investor on the CCDs. For the purposes of calculation of IRR, the amounts realized towards agreed 6% (six per cent) Coupon, payment of the principal amount of the CCDs and Default Interest shall be included, however, other payments including payments towards any indemnity claims, reimbursement of costs and expenses, shall not be taken in consideration for determining IRR;
(45)	“Insolvency Event”	with respect to a Person, means occurrence of any of the following event: (i) the Person files for or commences bankruptcy, voluntary winding up or liquidation or any similar proceedings or consenting to the entry of an order for relief in an insolvency proceeding under any such Applicable Law, or consenting to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for the whole or a substantial part of its property or takes any action towards its re-organisation, liquidation or dissolution; or (ii) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, (which proceeding is admitted) winding-up, bankruptcy, insolvency, dissolution (which proceeding is admitted), administration, judicial management, provisional supervision or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of that Person other than its solvent reorganization; or

		(iii) a composition or arrangement with a body of creditors of that Person, or an assignment for the benefit of its creditors generally or a class of such creditors; or (iv) the appointment of an interim resolution professional, liquidator, receiver, trustee, judicial manager, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of that Person or any of its assets; or (v) enforcement of any mortgage, charge, pledge, lien or other security interest (or any other agreement or arrangement having a similar effect) over all or substantially all of the assets of that Person, or any analogous procedure or step is taken in any jurisdiction; or (vi) the Person being deemed under any statutory provision of any relevant jurisdiction to be insolvent; or any other event occurs which would, under any Applicable Law, have a substantially similar effect to any of the events listed above;
(46)	“Investment Banker”	means any domestic or international merchant banker as may be mutually agreed between the Parties and appointed by the IPO Committee. However, in the event the Parties cannot mutually agree, then the Company shall appoint out of the top 7 (seven) ranked domestic merchant bankers or top 7 (seven) ranked international investment bankers (as ranked in PRIME Database);
(47)	“Listing Application”	shall mean making an application for admission of Company’s Securities for trading on a Recognised Stock Exchange;
(48)	“Liquidation Event”	shall be deemed to include the following: (i) any Insolvency Event or bankruptcy with respect to the Company and/or HoldCo and/ or its subsidiaries; or (ii) a sale, lease, license, transfer, consolidation, merger, demerger, reorganization or any other transaction (whether in one or a series of transactions) which results in:

		(a) any third party/ third parties becoming entitled (either by direct ownership or ownership of securities) to majority of assets of the Company and/or the subsidiaries; or (b) the collective shareholding of the shareholders of the Company falling below 50% (fifty per cent) of the share capital other than through a solvent re-organisation or internal re-structuring of the group, subject to Investor approval; or (c) change in Control of the Company other than in accordance with the Transaction Documents; or (d) the shareholders owning less than majority of the share capital of any surviving entity indirectly the same economic effect as those referred to under sub-clauses (a) to 0 above.
(49)	“Long Stop Date”	has the meaning ascribed to it in Clause 3.5;
(50)	“Losses”	means any and all direct and actual losses, liabilities, actions and claims, including charges, reasonable costs, damages, fines, penalties, interest, expenses, fees, surcharges and cesses (if applicable) may result in or incurred or suffered from any claim(s), actions or proceedings under this DSA, all reasonable legal and other professional fees and expenses in relation to such claims that Investor may incur or have been incurred and including loss in the value of the Investor CCDs;
(51)	“Material Adverse Effect”	means any event, change, development (including any change in Applicable Law), circumstance, effect or other matter that has, or could reasonably be expected to have, either individually or in the aggregate with all other events, changes, developments, circumstances, effects or other matters, with or without notice, lapse of time or both, a material adverse effect on: (i) the Business, the assets or liabilities of the Company, condition (financial or otherwise), operating results or operations or prospects of the Business taken as a whole; or (ii) the ability of the HoldCo and / or the Company to perform their respective obligations under this DSA or to consummate the transactions contemplated by this DSA in a timely manner;
(52)	“Memorandum of Association”	means the memorandum of association of the Company, as amended from time to time;
(53)	“Net Debt”	as on any Testing Date, shall mean the difference between (i) and (ii), where: (i) Total Debt and (ii) the amount of Cash and Cash Equivalents on consolidated basis;

(54)	“Investor Aggregate Accreted Amount”	aggregate of Investor Series 1 CCD Subscription Amount, Investor Series 2 CCD Subscription Amount and Additional Investment Amount;
(55)	“Investor Series 1 CCD” or “Series 1 CCD”	means 2,00,00,000 (two crore) compulsorily convertible secured debentures of the Company of a face value of INR 100 (Rupees one hundred only) each and having the terms detailed in Schedule IV, being subscribed to by the Investor pursuant to and in accordance with this DSA;
(56)	“Investor Series 2 CCD” or “Series 2 CCD”	means 2,00,00,000 (two crore) partly paid compulsorily convertible secured debentures of the Company of a face value of Rs.100 each and having the terms detailed in Schedule IV, being subscribed to by the Investor pursuant to and in accordance with this DSA;
(57)	“Investor Series 1 CCD Subscription Amount”	means an aggregate subscription amount of INR 200,00,00,000 (Rupees two hundred crores only) being invested by the Investor pursuant to and in accordance with this DSA for subscribing to Investor Series 1 CCD in tranches;
(58)	“Investor Series 2 CCD Subscription Amount”	means an aggregate subscription amount of INR 200,00,00,000 (Rupees two hundred crore only) being invested by the Investor towards subscription of Investor Series 2 CCDs;
(59)	“Investor CCDs”	means Investor Series 1 CCD and Investor Series 2 CCD and Additional CCDs (if subscribed to by the Investor in accordance with the terms of the DSA);
(60)	“Persons”	means a natural person, company, corporation, association, unincorporated association, society, Hindu undivided family, partnership (general or limited), joint venture, estate, trust, limited liability company, limited liability partnership, proprietorship, single business unit, division or undertaking of any of the above or, any other legal entity, individual, Government or Governmental Authority;
(61)	“Promoter HoldCo”	means Ramanand Core Investment Company Pvt. Ltd.
(62)	“Promoter Group”	means HoldCo and other subsidiaries of HoldCo;
(63)	“Qualified IPO”	means the Exit Event as stipulated in Clause 17.5;
(64)	“Recognised Stock Exchange”	means the Bombay Stock Exchange Limited and/or the National Stock Exchange of India Limited and/ or National Association of Securities Dealers Automated Quotations (Nasdaq) or any other stock exchange outside India as approved by the IPO Committee;
(65)	“Relatives”	shall have the meaning set forth in the Act;
(66)	“Restated Charter Documents”	means the amended and restated memorandum of association and articles of association of the Company to include the provisions of this DSA in Agreed Form;

(67)	"ROC"	means the Registrar of Companies;
(68)	“Securities”	means any equity shares, any preference shares, scrips, stocks, bonds, convertible debentures (including the Investor Series 1 CCD, Investor Series 2 CCD and Additional CCDs, if allotted and subscribed to by the Investor) or other securities of a like nature, or any rights, options, warrants, instruments or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for or entitling the holder to receive equity shares or to purchase securities or rights to subscribe for securities which by their terms are convertible into or exchangeable for equity shares, whether issued and existing as of the Long Stop Date or issued and allotted by the Company at any time after the Long Stop Date;
(69)	“Shareholders”	means from time to time, a Person in whose name equity shares or preference shares are registered in the Company’s register of members and/ or register of preference shares, collectively, and “Shareholder” means any 1 (one) of such parties individually;
(70)	“Secured Obligations”	shall mean all obligations at any time due, owing or incurred by the Company and/or the HoldCo to the Investor under this Agreement and/ or Transaction Documents in respect of the Investor Series 1 CCDs, Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor, the Coupon on Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor), and Default Interest, any outstanding remuneration and/or expenses of the Debenture Trustee and all fees, costs, charges and expenses payable to the Debenture Trustee/Investor and other monies payable by the Company in respect of the Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor under the Transaction Documents; any and all sums advanced by the Debenture Trustee in order to preserve the Security created by Company in relation to the Investor CCDs in the event of any proceedings for the collection and/or enforcement of the obligations of the Company in respect of the Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor, the expenses (on the basis of actuals) of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing the Secured Interest made available for the Investor Series 1 CCDs and Investor Series 2 CCDs and Additional CCDs, if allotted and subscribed to by the Investor or any part thereof, or of any exercise of the Investor of its right under the relevant Transaction Documents, together with legal fees and court costs;

(71)	“Security” or “Secured Interest”	Second charge over the identified movable assets of the Company as acceptable to the Investor in any of the following data centre locations: (i) “Cyber Park”, 1^st & 3rd Floor. in Plot No.76, 77, Daddathagur Village, Begur, Hobbli, Bengaluru – 560 100; or (ii) “Tidel Park”, 2^nd Floor, No.4, Rajiv Gandhi Salai, Taramani, Chennai - 600 113; or (iii) 4^th or 5^th or 6^th Floor, at No. 10, Kalwa Industrial Estate, Airoli, Mumbai – 400 708; or (iv) T-251 & T-261, Vashi Complex, Vashi Railway Station, Mumbai - 400 703; or (v) Plot No.7, Block – B, Sector – 132, Noida, Gautham Budh Nagar, U.P – 201 304.
(72)	“Security Documents”	shall mean and include without limitation any documents entered into or executed by the Company including mortgage deed, the necessary powers of attorney, and all such other documents as may be required for creating and perfecting the Security in favour of the Investor/ Debenture Trustee, in accordance with the DSA, for the benefit of the Investor (and their successors and assigns from time to time), which shall be in Agreed Form;

(73)	“Strategic Investor”	shall mean any Person which controls (either directly or through any group entities or Affiliates) any entities engaged in the business same as the Business of the Company who is not a Financial Investor;
(74)	“Tax”	means any taxes including any stamp duty, interest tax, excise duties, customs duties, value added tax, sales tax, local taxes, charges, cess, GST, entry tax, octroi and any impost or surcharge of like nature (whether central, state or local) relating to the business of the Company and/or the transactions as contemplated under the Transaction Documents, charged, levied or imposed by any Governmental Authority, as per the requirements of Applicable Laws;
(75)	“Testing Period”	shall mean and refer to each financial year, for which the relevant financial covenant or other covenants as set out in this DSA are required to be tested;
(76)	“Testing Date”	shall in relation to each Testing Period, mean the date on which the financial statements of the Company are provided to the Investor in accordance with the provisions of this DSA;

(77)	“Transfer”	means to transfer, sell, convey, assign, pledge, hypothecate, create a security interest in or Encumbrance on, place in trust (voting or otherwise), transfer by operation of law or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, and “Transferring” and “Transferred” have corresponding meanings;
(78)	“Total Debt”	as on any Testing Date, shall mean the aggregate of all-outstanding long term and short-term loans or debentures, lease liabilities, utilized amounts of fund-based loans and any other short-term loans (excluding non-fund based working capital) but does not include any other outstanding compulsory convertible instruments;
(79)	“Transaction Documents”	shall mean the documents executed in relation to the issue of the Investor Series 1 CCD, Investor Series 2 CCD and Additional CCD (if allotted to and subscribed by the Investor in accordance with the terms of the DSA) and the creation of the Security in relation to the Investor CCDs including but not limited to the Disclosure Letter, Debenture Trustee Agreement, this DSA, the Security Documents, put option agreement entered into by and between HoldCo and the Investor, undertaking issued by the Controlling shareholder in favour of the Investor of the even date, letter of even date depicting Illustration pertaining to Conversion Ratio of the Investor CCDs, letter of even date detailing Business Plan of the Company as shared by the Company with the Investor and any other documents/ writings designated as such by the Parties and any other documents executed between the Investor and the Company; and
(80)	“Warranties”	shall have the meaning assigned to it in Clause 10.1 of this DSA.

Name		Address		PAN Card		Demat Account Details
Kotak Special Situations Fund		27 BKC, 7th Floor, Plot No. C-27, G Block, Bandra Kurla Complex, Bandra East. Mumbai – 400051		AADTK7249L		Client ID: 20219682(NSDL) DP ID: IN303173

Name of Instrument Holder	Instrument Type	No. of Units		Face Value of Instrument (INR)		Paid up Value per Instrument (INR)		Paid up Capital (INR)
Sify Technologies Limited	Equity Shares		505,000,000		10		10		5,050,000,000
Kotak Special Situations Fund – Series 1 CCDs	Compulsorily convertible secured debentures		20,000,000		100		100		2,000,000,000
Kotak Special Situations Fund – Series 2 CCDs	Compulsorily convertible secured debentures		20,000,000		100		1		20,000,000

Particulars	30-Sep-21
	INR in Crore
Working Capital Borrowings - Fund Based		43.64
Term Borrowings		390.25
Lease liabilities		170.93
Gross Debt		604.82

Less: Cash & Cash equivalents		(79.01	)
Net Debt		525.81

	No. of Shares		% of Shareholding		Paid-up Capital (in INR)
Foreign Holding
ADRs held by Citibank, New York, Depositary (Listed)		2,84,50,591		15.59		28,45,05,910
Infinity Capital Ventures, LP, USA (Unlisted)		1,39,02,860		7.62		13,90,28,600
Vegesna Family Trust, USA (Listed)		6,20,466		0.34		62,04,660
Total		4,29,73,917		23.55		42,97,39,170

Resident Holding
Infinity Satcom Universal Private Limited		1,45,30,000		7.96		14,53,00,000
Ramanand Core Investment Company Private Limited		12,50,00,000		68.49		1,25,00,00,000
Others		652		0.00		6,520
Total		13,95,30,652		76.45		1,39,53,06,520

Grand Total		18,25,04,569		100.00		1,82,50,45,690