20-F 1 sify-20220331.htm FORM 20-F SIFY TECHNOLOGIES LTD
falseFYSIFY TECHNOLOGIES LTD0001094324P3YP3YNASDAQ2022-10-312023-03-31Trade receivables as of March 31, 2022 and March 31, 2021 are stated net of allowance for doubtful receivables. The Group maintains an allowance for doubtful receivables based on expected credit loss model. The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables, excluding construction work in progress is disclosed in note 34.Other receivables comprise of the following items:Advances and other deposits primarily comprise of receivables in the form of deposits, sales tax/VAT, GST, service tax and other advances given in the ordinary course of business.Includes withholding taxes recoverable from the Department of Income-tax for which the Company has filed tax returns for refund. The Company expects to realize such refund of withholding taxes within the next 12 months.Of total term bank loans, ₹ 4,054 million including current maturities (previous year ₹ 1,375 millions) is primarily secured by charge on movable fixed assets funded by term bank loans and also secured by project receivables. An amount of ₹ 721 million (previous year ₹ 966 million) including current maturities is secured against the specific project receivables and an amount of ₹ 331 million (previous year :₹ 352 million) including current maturities is secured by moveable fixed assets funded out of term bank loans.Term bank loans of amount ₹ 260 million (previous year: ₹ 361 million) is primarily secured by moveable fixed assets at Rabale Tower II Data center (1st & 2nd floor) funded by Term bank Loans and project receivables and collaterally secured by property at Vashi (fifth floor) in Mumbai . An amount of ₹ Nil since closed (previous year: ₹ 244 million) primarily secured by Hyderabad property and collaterally by the properties at Tidel, vileparle and Vashi 6th FloorDuring the year 2020-21 under review, the Company has entered into External Commercial Borrowing (ECB) facility agreement for an amount of $5 million and drawn down $2 million out of the sanctioned loan. The Company has also entered into agreement for currency swap (from USD to INR) to fully hedge foreign currency exposure towards principal repayment and interest rate swap from floating to fixed.The term bank loans bear interest rate of 2.50% plus 3 months LIBOR in the case of Foreign currency term bank loans, a rage of and a range of from 0.79% to 1.73% (previous year 0.89% to 3.35%) in case of buyers credit from banks, a range of Nil since closed (previous year 9.00% to 9.6%) for Term bank loans (INR) lieu of Buyers Credit and 7.2% to 8.92% (previous year 6.80% to 9.6%) for other term bank loans and the term bank loans are repayable in quarterly instalments within a tenor of 3 to 5 years after moratorium periods ranging from 6 months to one year in certain cases.Working Capital facilities (including over draft facilities) amounting to ₹ 2,902 million (previous year ₹ 3,212 million), non fund limits (including bank guarantees) availed by the Company are primarily secured by way of pari-passu charge on the entire current assets of the Company to all working capital bankers under consortium.In addition to the above, out of these loans repayable on demand from banks (including overdraft facilities), (i) exposure amounting to ₹ 2,222 million (previous year : ₹ 2,346 million) is secured collaterally by way of pari-passu charge on the unencumbered movable fixed assets of the Company, both present and future. (ii) exposure amounting to ₹ 1,072 million (previous year : ₹ 1,501 million) is secured collaterally by way of equitable mortgage over the properties at Tidel Park, Chennai, Vashi 6th floor and Vile Parle at Mumbai. (iii) the exposure amounting to ₹ 950 million (Previous Year : ₹ 648 million) is collaterally secured by equitable mortgage over the Vashi 5th floor property at Mumbai. (iv) exposure amounting to ₹ 680 million (Previous Year : ₹ 866 million) is collaterally secured by equitable mortgage over the land and building at Noida and also covered by WDV of specific movable fixed assets funded out of their Term loan (since closed) at Noida DC, Uttar Pradesh.Working Capital facilities amounting to ₹ 250 million (previous year ₹ Nil) are primarily secured by way of pari-passu charge on current assets of the Company, both present and future. Working Capital facilities amounting to ₹ 400 million (previous year ₹ Nil) are primarily secured by way of pari-passu charge on current assets and unencumbered movable fixed assets of the Company, both present and future. Working Capital facilities amounting to ₹ 420 million (previous year : ₹ Nil), are primarily secured by way of pari-passu charge on the current assets of the Company. These working capital facilities bear interest ranging from 5.4% p.a. to 8.80% p.a. [Previous year: 5.4% p.a. to 9.45% p.a.] and these facilities are subject to renewal annually.The loan from Non – Banking financials Company (NBFC) bear interest rate ranging from 8.3% to 9.9% (previous year 8.6% to 9.9%) and repayable over a period of 12 to 60 months on equated monthly / quarterly instalments.The above borrowings also includes ₹ 500 million towards Cumulative non-convertible Redeemable preference shares issued from Print house (India) Private limited to Ramanand Developers private limited with the tenure of 20 years from the date of allotment which will carry a preferential dividend of 9% per annum, payable till redemption.During the year under review, Sify Infinit Spaces Limited (SISL) issued, Kotak Special Situations Fund (KSSF) 2,00,00,000 (two crore) Series 1 Compulsorily Convertible Debentures (CCDs) with face value of INR 100 each amounting to ₹ 20,000 and 1% of 2,00,00,000 (two crore) Series 2 Compulsorily Convertible Debentures (CCDs) with face value of INR 100 each amounting to ₹ 200. The balance 99% of Series 2 CCDs shall be fully paid up between October 2022 and March 2023. Further, SISL is having, option and right to require KSSF to acquire additional compulsory convertible debentures of the Company (“Additional CCDs”) in one or more tranches during FY 2022, FY 2023, FY 2024, FY 2025 or by October 1, 2026 for up to an aggregate subscription amount of ₹ 60,000. The CCDs are secured by secondary charge over identified movable assets of Data Center facility. The CCD's carry a coupon rate of 6% payable half-yearly. The CCDs shall be fully, mandatorily and compulsorily converted into equity shares by October 1, 2031 and the conversion ratio for Series 1 shall be decided based on the equity valuation as at March 31, 2023 and the conversion ratio for Series 2 based on equity valuation as at March 31, 2024.Includes net foreign exchange loss/(gain) of ₹ (9,551), ₹ 15,256 and ₹ 2,975 for the years ended March 31, 2022, 2021 and 2020 respectivelyRepresents salaries and other benefits of Key Management Personnel comprising of Mr. Kamal Nath - Chief Executive Officer (Sify Technologies Limited), Mr. M P Vijay Kumar - Chief Financial Officer and Mr. C R Rao - Chief Operating Officer. During the year 2011-12, the Group had entered into a lease agreement with M/s Raju Vegesna Infotech and Industries Private Limited, the holding Group, to lease the premises owned by it for a period of three years effective February 1, 2012 on a rent of ₹ 750.075 million (Rupees Seventy Five Thousand) per month. Subsequently, the Group entered into an amendment agreement with effect from April 1, 2013, providing for automatic renewal for a further period of two blocks of 3 years with an escalation of 15% on the last paid rent after the end of every three years. Subsequently on account of expiry of the said agreement, the Group entered into a fresh agreement for a period of three years effective February 101, 2021 on a rent of ₹ 0.114 (Rupees One Lakh Fourteen Thousand Only) per month. ₹ 500million towards CumulativeNon-convertible Redeemable preference shares issued by Print house (India) Private limited to Ramanand Developers private limited with the tenure of 20 years from the date of allotment which will carry a preferential dividend of 9% per annum, payable till redemption. 0001094324 2021-04-01 2022-03-31 0001094324 2022-03-31 0001094324 2021-03-31 0001094324 2020-04-01 2021-03-31 0001094324 2019-04-01 2020-03-31 0001094324 2020-03-31 0001094324 2014-04-01 2015-03-31 0001094324 2015-03-31 0001094324 2019-03-31 0001094324 ifrs-full:NotLaterThanOneYearMember 2021-03-31 0001094324 ifrs-full:LaterThanOneYearMember 2021-03-31 0001094324 sify:NoncurrentFinancialAssetsMember 2021-03-31 0001094324 ifrs-full:TaxContingentLiabilityMember 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2022-03-31 0001094324 ifrs-full:OtherEquityInterestMember 2022-03-31 0001094324 ifrs-full:RetainedEarningsMember 2022-03-31 0001094324 ifrs-full:EquityAttributableToOwnersOfParentMember 2022-03-31 0001094324 ifrs-full:NoncontrollingInterestsMember 2022-03-31 0001094324 sify:BorrowingsFromOthersMember 2022-03-31 0001094324 ifrs-full:LeaseLiabilitiesMember 2022-03-31 0001094324 ifrs-full:BuildingsMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 sify:FreeholdMember 2022-03-31 0001094324 sify:FreeholdMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 ifrs-full:MachineryMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 ifrs-full:BuildingsMember sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:BuildingsMember 2022-03-31 0001094324 ifrs-full:ComputerEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 ifrs-full:MachineryMember sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:MachineryMember 2022-03-31 0001094324 ifrs-full:OfficeEquipmentMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 ifrs-full:ComputerEquipmentMember sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:ComputerEquipmentMember 2022-03-31 0001094324 ifrs-full:FixturesAndFittingsMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 ifrs-full:OfficeEquipmentMember sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:OfficeEquipmentMember 2022-03-31 0001094324 sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:VehiclesMember sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:VehiclesMember 2022-03-31 0001094324 ifrs-full:VehiclesMember ifrs-full:GrossCarryingAmountMember 2022-03-31 0001094324 ifrs-full:FixturesAndFittingsMember sify:AccumulatedDepreciationAndAmortisationsMember 2022-03-31 0001094324 ifrs-full:FixturesAndFittingsMember 2022-03-31 0001094324 ifrs-full:GrossCarryingAmountMember sify:PropertyPlantAndEquipmentOtherThanConstructionWorkInProgressMember 2022-03-31 0001094324 sify:AccumulatedDepreciationAndAmortisationsMember sify:PropertyPlantAndEquipmentOtherThanConstructionWorkInProgressMember 2022-03-31 0001094324 sify:PropertyPlantAndEquipmentOtherThanConstructionWorkInProgressMember 2022-03-31 0001094324 ifrs-full:ConstructionInProgressMember 2022-03-31 0001094324 ifrs-full:LandMember 2022-03-31 0001094324 ifrs-full:BuildingsMember 2022-03-31 0001094324 ifrs-full:MachineryMember 2022-03-31 0001094324 sify:IruMember 2022-03-31 iso4217:INR xbrli:shares xbrli:pure iso4217:USD iso4217:AUD iso4217:CHF iso4217:EUR iso4217:GBP iso4217:AED iso4217:HKD iso4217:SGD utr:Year iso4217:INR xbrli:shares iso4217:USD xbrli:shares utr:Y
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 20-F
 
(Mark One)
 
 
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
   
Or
 
 
 
 
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
   
 
For the fiscal year ended March 31, 2022.
   

Or
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
   
For the transition period from
___________
to 
___________
 
¨
SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
   
Date of event requiring this shell Company report_________
 
Commission file number 000-27663
 
Sify Technologies Limited
(Exact name of Registrant as specified in its charter)
 
Not Applicable
(Translation at Registrant’s name into English)
 
Chennai, Tamil Nadu, India
(Jurisdiction of incorporation or organization)
 
TIDEL Park, 2nd Floor
4, Rajiv Gandhi Salai
Taramani, Chennai 600 113 India
(91) 44-2254-0770, Fax (91) 44 -2254 0771
(Address of principal executive office)
 
M.P.Vijay Kumar, Chief Financial Officer, (91) 44-2254-0770; vijaykumar.mp@sifycorp.com
TIDEL Park, 2nd Floor, 4, Rajiv Gandhi Salai, Taramani, Chennai 600113 India
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act
 
Title of each class
 
Trading Symbol
 
Name of each Exchange on which registered
         
American Depository Shares, each represented by One Equity Share, par value
10 per share
  SIFY   NASDAQ Capital Market (NASDAQ-CM)
 
Securities registered or to be registered pursuant to Section 12(g) of the Act
 
Title of each class
Name of each Exchange on which registered
   
None Not Applicable
 
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
 
Not Applicable
 
(Title of class)
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 
182,742,369 Equity Shares.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes
¨
No
þ
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Yes
¨
No
þ
 
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
þ
No
¨
 
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes
þ
No
¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or an emerging growth
c
ompany. See definition of “large accelerated filer,” and “accelerated filer,” and “emerging growth
c
ompany” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  
¨
Accelerated filer
þ
Non-accelerated filer  
¨
Emerging growth
c
ompany  
¨
   
 

If an emerging growth
c
ompany that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
¨
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
þ
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
US GAAP  
¨

 
 
 
International Financial Reporting Standards as

issued by the International Accounting Standards Board  
þ
  
 
 
 
Other  
¨
 
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    
¨
 Item 17    
¨
 Item 18
 
If this is an annual report, indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes
¨
No
þ
 
 
 


Table of
Contents
 
Item
 
Page
     
Currency of Presentation and Certain Defined Terms 3
Forward-Looking Statements 4
     
PART I
5
     
Item 1. Identity of Directors, Senior Management and Advisers 5
Item 2. Offer Statistics and Expected Timetable 5
Item 3. Key Information 5
Item 4. Information on the Company 29
Item 4A. Unresolved Staff Comments 41
Item 5. Operating and Financial Review and Prospects 41
Item 6. Directors, Senior Management and Employees 58
Item 7. Major Shareholders and Related Party Transactions 67
Item 8. Financial Information 74
Item 9. The Offer and Listing 76
Item 10. Additional Information 76
Item 11. Quantitative and Qualitative Disclosures About Market Risk 96
Item 12. Description of Securities Other Than Equity Securities 97
     
PART II
98
     
Item 13. Defaults, Dividend Arrearages and Delinquencies 98
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 98
Item 15. Controls and Procedures 98
Item 16A. Audit Committee Financial Expert 101
Item 16B. Code of Ethics 101
Item 16C. Principal Accountant Fees and Services 102
Item 16D. Exemptions from the Listing Standards for Audit Committees 102
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 102
Item 16F. Change in Registrant’s Certifying Accountant 102
Item 16G. Corporate Governance 102
Item 16H. Mine Safety Disclosure 103
     
PART III
103
     
Item 17. Financial Statements 103
Item 18. Financial Statements 103
Item 19. Exhibits 164
 

2
Currency of Presentation and Certain Defined Terms
 
Unless the context otherwise requires, references in this annual report to “we,” “us,” the “Company,” “Sify” or “Satyam Infoway” are to Sify Technologies Limited, a limited liability Company organized under the laws of the Republic of India. References to “U.S.” or the “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. In January 2003, we changed the name of our Company from Satyam Infoway Limited to Sify Limited. In October 2007, we again changed our name from Sify Limited to Sify Technologies Limited.
Sify”, “SifyMax.in,”, “Sify e-port
s
” and “Sify online” are trademarks used by us for which we have already obtained registration certificates in India. All other trademarks or trade names used in this Annual Report on Form 20-F for the year ended March 31, 2021 (the “Annual Report”) are the property of their respective owners. In this Annual Report, references to “$,” “Dollars” or “U.S. dollars” are to the legal currency of the United States, and references to “₹”, “Rs.,” “rupees” or “Indian rupees” are to the legal currency of India. References to a particular “fiscal” year are to our fiscal year ended March 31 of such year. References to the “Group” mean Sify Technologies Limited and its subsidiaries. References to “equity shares” refer to our Indian Equity Shares, which are not traded on an exchange in India or the United States. References to “ADSs” refer to our American Depositary Shares, which are traded on the NASDAQ Capital Market under the symbol “SIFY.”
 
For your convenience, this Annual Report contains translations of some Indian rupee amounts into U.S. dollars which should not be construed as a representation that those Indian rupee or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Indian rupees, as the case may be, at any particular rate, the rate stated below, or at all. Except as otherwise stated in this Annual Report, all translations from Indian rupees to U.S. dollars contained in this Annual Report have been based on the reference rate in the City of Mumbai on March 31, 2022 for cable transfers in Indian rupees as published by the Reserve Bank of India (RBI), which was ₹75.8071 per US $1.00.
 
Our financial statements are presented in Indian rupees and prepared in accordance with English version of International Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRS. In this Annual Report, any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.
 
Information contained in our websites, including our corporate website,
www.sifytechnologies.com
, is not part of this Annual Report.
 


3

Forward-Looking Statements
 
This Annual Report contains “forward-looking statements”, as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our current expectations, assumptions, estimates and projections about our Company, our industry, economic conditions in the markets in which we operate, and certain other matters. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘may’, ‘intend’, ‘will’, ‘project’, ‘seek’, ‘should’ and similar expressions. Those statements include, among other things, risks and uncertainties regarding the COVID-19 pandemic and the Russian invasion of Ukraine (including the related adverse impact on the global supply chain and prices of various commodities, and the effect of measures taken by government and others \in response to such events), the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results or outcomes to differ materially from those implied by the forward-looking statements. Important factors
that may
cause actual results or outcomes to
differ from
those implied by the forward-looking statements include, but are not limited to, those discussed in
the “Risk Factors” section of this Annual Report.
In light of these and other uncertainties, you should not conclude that the results or outcomes referred to in any of the forward-looking statements will be achieved.
 
We operate in rapidly changing businesses, and new risk factors emerge from time to time. We cannot predict every risk factor, nor can we assess the impact, if any, of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. All forward-looking statements included in this Annual Report on Form 20F are based on information and estimates available to us on the date hereof, and we do not undertake any obligation to update these forward-looking statements unless required to do so by law. In addition, readers should carefully review the other information in this Annual Report and in our reports and other documents filed with the United States Securities and Exchange Commission (“SEC”) from time to time.

 

4
 
PART I
 
Item 1. Identity of Directors, Senior Management and Advisers.
 
Not applicable.
 
Item 2. Offer Statistics and Expected Timetable
 
Not applicable.
 
Item 3. Key Information
 
Selected Financial Data
 
Summary of Consolidated Financial Data
 
You should read the summary of consolidated financial data below in conjunction with the Company's consolidated financial statements and the related notes, as well as the section entitled “Operating and Financial Review and Prospects,” all of which are included elsewhere in this Annual Report. The summary of consolidated statements of income data for the five years ended March 31, 2022, 2021, 2020, 2019 and 2018 and the summary of consolidated Statement of Financial Position as of March 31, 2022, 2021, 2020, 2019 and 2018 have been derived from our audited consolidated financial statements and related notes to the consolidated financial statements which were prepared and presented in accordance with International Financial Reporting Standards (IFRS) as issued by International Accounting Standards Board (IASB). Historical results are not necessarily indicative of future results.
 


5

 
Sify Technologies Limited
Consolidated Statement of Income
(In thousands of Rupees, except share and per share data and as otherwise stated)
 
   
Year ended March 31,
 
   
2022
 
 
2021
 
 
2020
 
 
2019
 
 
2018
 
 
2022 Convenience
translation into US$ in
thousands, except
share and per share data
 
                                 
(See Note 1)
 
Revenue     27,025,675       24,319,542       22,952,067       21,546,885       20,685,613       356,506  
Cost of goods sold and services rendered     (16,042,056 )     (14,702,534 )     (14,364,827 )     (13,602,224 )     (13,434,950 )     (211,617 )
Other income     130,728       155,993       97,155       217,216       189,738       1,724  
Selling, general and administrative expenses     (4,943,575 )     (4,546,756 )     (4,513,646 )     (4,874,620 )     (4,394,814 )     (65,213 )
Depreciation and amortization     (3,298,047 )     (2,835,632 )     (2,290,777 )     (1,533,912 )     (1,754,537 )     (43,506 )
Profit / (loss) from operating activities
   
2,872,725
     
2,390,613
     
1,879,972
     
1,753,345
     
1,291,050
     
37,894
 
                                                 
Finance income     73,577       172,319       193,877       46,314       129,325       971  
Finance expenses     (1,098,096 )     (962,656 )     (1,054,133 )     (728,344 )     (496,780 )     (14,485 )
Net finance income / (expense)
   
(1,024,519
)
   
(790,337
)
   
(860,256
)
   
(682,030
)
   
(367,455
)
   
(13,514
)
Profit / (loss) before tax
   
1,848,206
     
1,600,276
     
1,019,716
     
1,071,315
     
923,595
     
24,380
 
Income tax (expense) / benefit     (590,261 )     (68,414 )     (314,339 )     (2,612 )     (194 )     (7,786 )
Profit / (loss) for the year attributable to equity holders
   
1,257,945
     
1,531,862
     
705,377
     
1,068,703
     
923,401
     
16,594
 
                                                 
Earnings per share
                                               
Basic earnings per share     6.89       8.53       3.94       6.92       6.14       0.10  
Diluted earnings per share     6.73       8.45       3.90       6.86       6.11       0.09  
                                                 
Dividend paid per share *
                                               
Fully paid up (₹ 10 per share)     -       -       -       1.20       1.20       -  
Partly paid up (₹ 7.75 per share)     -       -       -       1.04       0.93       -  
 
* Excluding dividend distribution tax
 


6
 
Particulars
(Rupees in thousands, except share and per share data)
Balance Sheet data
 
 
 
March 31,
 
 
Convenience translation into US$ in thousands, except share and per share data
(see note 1 )
 
 
 
2022
 
 
2021
 
 
2020
 
 
2019
 
 
2018
 
 
2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    $  
Cash and cash equivalents including restricted cash     4,574,013       5,502,055       2,651,085       2,247,975       2,288,121       60,337  
                                                 
Net  current assets     902,004       286,606       142,564       2,671,491       1,851,124       11,897  
                                                 
Total assets     47,067,377       36,664,591       34,255,392       29,936,178       24,462,104       620,882  
                                                 
Total equity attributable to equity shareholders of the Company     14,476,203       13,165,475       11,351,308       10,778,828       9,004,953       190,961  
                                                 
Capital Stock     21,516,405       21,463,328       21,163,069       21,156,342       20,212,444       283,831  
No of equity shares     182,742,369       182,238,069       179,223,247       179,144,347       178,684,647          
                                                 
Cash Flow Data
                                               
Net cash provided by / (used in):
                                               
Operating activities     2,244,668       6,966,708       5,042,818       1,441,380       2,120,604       29,609  
Investing activities     (7,593,341 )     (3,618,613 )     (4,326,319 )     (3,973,682 )     (1,794,304 )     (100,166 )
Financing activities     4,169,940       618,372       3,921       3,054,389       (1,048,056 )     55,008  
 
Notes
 
1. Reference to shares and per share amounts refers to our equity shares. Our outstanding equity shares include equity shares held by a depository underlying our ADSs. Effective September 24, 2002, one ADS represented one equity share.
 


7
 
 
Exchange Rates
 
Our functional currency is the Indian rupee. The exchange rate between the rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in the future. Our exchange rate risk primarily arises from our foreign currency revenues, receivables and payables.
 
Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will also affect the U.S. dollar equivalent of the Indian rupee price of our equity shares on the Indian stock exchanges and, as a result, will likely affect the market price of our American Depositary Shares (ADSs). Such fluctuations also impact the U.S. dollar conversion by the depositary of any cash dividends paid in Indian rupees on our equity shares represented by the ADSs
 
On March 31, 2022, the reference rate in the City of Mumbai for cable transfers in Indian rupees as published by RBI was ₹ 75.8071.
 
On June 10, 2022, the reference rate in the City of Mumbai for cable transfers in Indian rupees as published by RBI was ₹ 77.8400.
 
Capitalization and indebtedness
 
Not applicable.
 
Reasons for the offer and use of proceeds
 
Not applicable.
 
Risk Factors
 
Investing in our American Depositary Shares, or ADSs, involves a high degree of risk. This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those described in the following risk factors and elsewhere in this Annual Report. If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our ADS could decline, and you could lose part or all of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
 
Summary of Risk Factors
 
The following is the summary of risks we face, organized under relevant headings. The list below is not exhaustive,
and you should read the “Risk Factors” section in full.
 
Risks related to our
Company and Industry:

·
We may incur losses in the future and we may not achieve or maintain profitability due to pricing pressure and less than optimum capacity and asset utilisation rates, intense competition, ability to manage costs, ability to meet licence conditions and export obligations.
·
Our ability to innovate our service offerings, delivery models, procurement and financing models, our ability to manage fixed and semi-variable costs when there is uncertainty of future revenue may impact our profitability and ability to sustain our business
·
Our ability to qualify for high value government contracts, increasing exposure to government contracts may affect working capital and expose to additional risks of compliance and litigations.
·
Our ICT play of offering end-to-end managed services may not materialize, which could adversely affecting our business strategy and growth
·
Customer retentions, cancellations and renewals may fail to meet our projections, negatively affect revenue and adversely  impact our profitability and operations
·
Our network centric services are subject to following specific risks:
o
Disruptions to our network infrastructure may increase our expenses and cause us to lose customers due to bad service levels
o
Our ability to cover the entire geography across which we propose to operate may face technical and structural obstacles that could impact our growth of our network business and retention of existing customers
 

8

o
Additional licensing fee and changes in spectrum allocation may adversely impact our wireless service delivery of our network business
o
Due to declining revenue contribution relative to increases in related sales volume, our network business may experience declining growth rates in the future.
o
Significant changes in licencing or delicencing or the levy of additional fees for existing or new spectrum may adversely affect our business
o
Limitation of overall capacity of the infrastructure and our reliance on other service providers may limit expansion
·
Our data center services are subject to following specific risks:
o
Due to huge demands of power, our data centers may not be competitive in terms of environmentally protective features, and our ability to manage power costs may adversely affect operations and profitability
o
Disruption in availability of power and alternative fuel may affect our profitability
o
Longer implementation cycle may result in working capital shortfall, anticipated capital requirements may not be met with short term funds generated from operations,
·
Our digital services are subject to following specific risks:
o
Our ability to meet the changing demands with redefined service offerings may affect our profitability and operations
o
Security breaches may have material adverse effect on our customers and thereby operations and profitability
o
Failure to meet the specified SLAs and quality on sub-contracting of sensitive segments of customer contracts may affect the profitability and ability to continue the business
o
Lack of improvement in skills, evolving tools and applications, emergence of enterprise software suites, artificial intelligence, robotics, machine learning and ability to hire and retain highly skilled employees may affect the growth and profitability.
 
Risks related to regulations and compliance
 
·
Any failure on our part to comply with regulations related to our business such as Information Technology Act 2000, Telecom Regulatory Authority of India (TRAI), could expose us to fines and penalties that would negatively impact our profitability
·
New and changing regulatory compliance, corporate governance and public disclosure requirements add uncertainty to our compliance policies and increase our cost of compliance
·
In the event that the government of India or the government of another country changes its tax policies in a manner that is adverse to us, our tax expense may materially increase, reducing our profitability.
·
Indian laws limit our ability to raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business or entering into a transaction that is in the best interests of our shareholders.
 
Risks related to the ADS and our Trading Market
 

·
Our ability to meet continued listing conditions, particularly the requirement of ADS price to be above $1 because of limited liquidity may affect the ADS holders
·
Volatility of market prices, interests of our significant shareholder, ability to exercise voting rights, sales of shares by our existing shareholders, tax laws on dividends and dividend policy of the company may affect the ADS holders
·
Regulations on Foreign Exchange to convert dividends declared in Indian Rupee to USD may affect the ADS holders

Risks related to Investments in Indian companies
 
·
Changes in the policies of the government of India or political instability may adversely affect economic conditions in India generally, which could impact our business and prospects.
·
Regional conflicts in the South Asian region could adversely affect Indian economy, disrupt our operations and cause our businesses to suffer
·
Terrorist attacks could adversely affect our business, results of operations and financial condition
·
Frequent natural disasters due to climate changes globally could affect our operations
 
Risks Related to our Company and Industry
 
We may incur losses in the future and we may not achieve or maintain profitability.
 
We have in the past incurred losses. We may, in the future incur net losses and suffer negative operating cash flows. We expect to increase our expenditures as we continue to expand our services, promote our brand, and invest in the expansion of our infrastructure. In the future, we may incur expenses in connection with investments in Network, Data Centers and related infrastructure, our digital delivery platforms and manpower to build future businesses in the light of covid-19 Accordingly, we will need to significantly increase our revenues to improve our profitability. We cannot assure you that we will improve our profitability or that we will not incur operating losses in the future. If we are unable to become consistently profitable and incur losses, we may be unable to build a sustainable business and our results of operations may be adversely affected. In this event, the price of our ADSs and the value of your investment may decline.
 
The economic environment, increased pricing pressure and decreased utilization rates could negatively impact our revenues and operating results.
 
IT spending of customers is often driven by the growth in revenue of customers. Global economic slowdown in the past has reduced the IT spending budgets of our customers and have in the past adversely affected and may in the future adversely affect our revenue, profitability and results of operation.. Currency fluctuations will also lead to variations in revenue. The Infrastructure Managed Services, National Long Distance (‘NLD’) / International Long Distance (‘ILD’) business and eLearning may be affected in terms of prices and growth.
 
With regard to the Indian economy, we continue to experience pricing pressure due to competition in the markets in which we operate. Lead times for orders or contracts have become much longer, as we have longer credit periods. These factors have affected and will affect the growth in demand for our corporate business.
 


9

 
We have invested in building our network and Data Center infrastructure and will continue to invest in the future. Our utilization rates of the existing and prospective infrastructure will determine our profitability. We may not utilize our infrastructure at the optimum level which would impact our revenue.
 
Reduction in IT spending, inability to maintain or increase prices, extended credit terms, and inability to maintain or improve utilization rates of our infrastructure may adversely impact our revenues, gross profits, operating margins and results of operations.
 
Intense competition in our businesses could prevent us from improving our profitability and we may be required to further modify the rates we charge for our services in response to new pricing models introduced by new and existing competition which would significantly affect our revenues.
 
We operate in extremely competitive markets where the investment capability and the size of the competitors are much larger than us. For instance, Our corporate network services compete with well-established companies, including Reliance jio, Bharti Airtel, Tata Communications Limited, the Government-owned telecom companies, Bharat Sanchar Nigam Limited and Mahanagar Telephone Nigam Limited
 
The large players, may enjoy significant competitive advantages over us, including greater financial resources, which could allow them to charge prices that are lower than ours in order to attract customers. These factors could result in actual average selling prices of our services. The retail internet market has seen significant reduction in prices by all operators due to pricing strategy of certain players. This has significantly affected the customer base and the average revenue per user of the existing operators. We may see similar trends in enterprise market as well, which may have an adverse effect on our revenues and operating margins. We expect the market for Internet access and other connectivity services to remain extremely price competitive. Increased competition may result in operating losses, loss of market share and diminished value in our services, as well as different pricing, service or marketing decisions. In addition, competition may generally cause us to incur unanticipated costs associated with research and product development. Additionally, we believe that our ability to compete also depends in part on factors outside our control, such as the availability of skilled employees in India, the price at which our competitors offer comparable services, and the extent of our competitors’ responsiveness to their clients’ needs. We cannot assure you that we will be able to successfully compete against current and future competitors, or that we will not lose key employees or customers to such competitors, which may adversely affect our business and results of operations.
 
Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology
 
The technology market is characterized by rapid technological change, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and develop new product and service offerings to meet client needs. We may fail to anticipate or respond to these advances on a timely basis, or, if we do respond, the services or technologies that we develop may not be successful in the marketplace. We have introduced and propose to introduce several solutions involving complex delivery models combined with innovative outcome-based pricing models. The complexity of these solutions, our inexperience in developing or implementing them and significant competition in the markets for these solutions may affect our ability to market these solutions successfully. In addition, better or more competitively priced products, services or technologies that are developed by our competitors may render our service non-competitive.
 
We may lose relevance and revenues if we do not position our business models in line with current and future technology trends.
 
Technology trends, such as cloud computing, IoT, SD-WAN and software-as-a-service, allow new business models that could replace current lines of business. The markets for our services are characterized by rapidly changing technology, evolving industry standards, emerging competition and frequent introduction of new services. We may not successfully identify new opportunities, develop and bring new services to market in a timely manner. Unless we are able to adopt and deploy these advancements, we may lose our competitive position in the marketplace, which would adversely affect our revenues and may lead to increased customer attrition, as our customers switch to other providers.
 
Pressure on margins may affect the results of our operations.
 
Our margins have been relatively stagnant due to competitive pricing pressure. While we seek to manage costs efficiently, there may not be improvements in margins due to the sustained pricing pressure. Unavailability of tax loss carryforwards might impact our margins in the current year and the future. Our continuing investment in infrastructure may result in lower margins in the initial years of investment and may or may not improve further, which will adversely impact our margins.
 


10
 
 
Despite our best efforts to optimize costs, our future operating results could fluctuate in part because our expenses are relatively fixed in the short term while future revenues are uncertain, and any adverse fluctuations could negatively impact the price of our ADSs.
 
Our revenues, expenses and operating results have varied in the past and may fluctuate significantly in the future due to a number of factors, many of which are outside our control. A significant portion of our investment and cost base is relatively fixed in the short term. Our revenues in the foreseeable future will depend on many factors, including the following:
 
 
the range of services provided by us and the usage thereof by our customers;
     
 
the quantum and nature of any agreements we enter into with strategic partners for our services;
     
  the services, products or pricing policies introduced by our competitors;
     
 
capital expenditure and other costs relating to our operations;
     
 
the timing and quality of our marketing efforts;
     
 
our ability to successfully integrate operations and technologies from any acquisitions, joint ventures or other business combinations or investments;
     
 
the introduction of alternative technologies; and
     
 
technical difficulties or system failures affecting the telecommunication infrastructure in India, the Internet generally or the operation of our websites.
     
 
We plan to continue to expand and invest in our network infrastructure. Many of our expenses are relatively fixed in the short-term. We cannot assure you that our revenues will increase in proportion to the increase in our expenses. We may be unable to adjust spending quickly enough to offset any unexpected revenues shortfall. This could lead to a shortfall in revenues in relation to our expenses and adversely affect our revenue and operating results.
 
You should not rely on yearly comparisons of our results of operations as indicators of future performance and operating results may be below the expectations of public market analysts and investors. In this event, the price of our ADSs may decline.

Capital and credit market conditions may adversely affect our access to capital, the cost of capital, and ability to execute our business plan.
 
Access to capital markets is critical to our ability to operate. We may require additional financing in the future for the development of our business. Declines and uncertainties in the global capital markets over the years have severely restricted raising new capital and have affected companies’ ability to continue to expand or fund new projects. If these economic conditions continue or become worse, our future cost of equity or debt capital and access to the capital markets could be adversely affected.  Our ability to obtain future financing will depend on, among other things, our financial condition and results of operations as well as the condition of the capital markets or other credit markets at the time we seek financing. In addition, an inability to access the capital markets on favorable terms due to our low stock price, or upon our delisting from the NASDAQ Capital Market if we fail to satisfy a listing requirement, could affect our ability to execute our business plan as scheduled.
 
We can give no assurance as to the availability of such additional capital or, if available, whether it would be on terms acceptable to us. In addition, we may continue to seek capital through the public or private sale of securities, if market conditions are favorable for doing so. If we are successful in raising additional funds through the issuance of equity securities, stockholders will likely experience substantial dilution. If we are unable to enter into the necessary financing arrangements or sufficient funds are not available on acceptable terms when required, either due to market fluctuations or regulations imposed by the Indian Governmental authorities, we may not have sufficient liquidity and our business may be adversely affected. 
 
Our business may not be compatible with delivery methods of Bandwidth / Connectivity developed in the future.
 
We face the risk that fundamental changes may occur in the delivery of connectivity services in India. The internet market has seen significant changes in the recent past from connecting fixed offices/locations to connecting mobile devices to connecting disparate automated devices and to continue to be relevant in this dynamic and disruptive environment, we will have to develop new technology or modify our existing technology to accommodate these developments. Our pursuit of these technological advances, whether directly through internal development or by third-party license, may require substantial time and money. We may be unable to adapt our connectivity service business to alternate delivery means and new technologies may not be available to us at all. We provide wireless connectivity on the 5.7 GHz spectrum allotted to us by the Wireless Planning Commission. This spectrum has been de-licensed
in the past
.
 This burdens the spectrum band utilized by us, limiting our ability to offer our services.
Hence, we do not own any licensed spectrum to offer our services. We are exploring suitable spectrum that is technically feasible to offer our services. We may not get the licensed spectrum. The spectrum allocation may be inconsistent with industry standards. The current capacity may be insufficient to offer a breadth of services. The Government may issue instructions to release the spectrum that we hold. High cost of spectrum acquisition may be inconsistent with our revenue and cost models. We may not keep up with the pace of change that takes place in wireless technologies.
 
Disruption to our Networks and Data Center infrastructure may cause us to lose customers and/or incur additional expenses.
 
Some of the risks to our infrastructure include physical damage, security breaches, capacity limitations, power surges or outages, software incompatibility and/or other disruptions beyond our control, such as natural disasters and acts of terrorism. From time to time in the course of our operations, we experience disruptions in our service due to factors such as cable damage, theft of our equipment, inclement weather and service failures of our third-party service providers. Disruptions may cause interruptions in service or reduced capacity for customers, either of which could cause us to lose customers, or increase our operating expense, both of which could adversely affect our business, revenues and cash flows.
 

11
 
 
The success of our business depends on wider reach of network in India, which may be slowed or halted by technical obstacles in India.
 
Wider reach of network and availability of increased bandwidth in India, which is the measure of Network penetration, has been relatively low and slow compared to many developing and developed countries in the world. Though in recent years, the coverage of tier III/tier IV cities has increased, there may be many technical obstacles to accessing certain regions which may increase the cost of building the network and thereby cause a slowdown or halt the consumption of network services, which will adversely affect our operations.
 
We may be compelled to surrender or pay additional for the spectrum that was allotted to us earlier.
 
The Government of India has asked us to surrender certain range of spectrum allotted to us and the same was auctioned as BWA spectrum. The Government also has asked the Company to make payment for certain spectrum from the date of allotment or to surrender the same. The other range of spectrum that we have been operating, 5.7 GHz, is also close to capacity utilization and will need to be augmented in the near future. Enterprise connectivity will need licensed bands of spectrum for assured quality and security, so the non-availability of spectrum would materially adversely affect our business and results of operations. In the event of the surrender of the spectrum certain frequencies, it may hamper our future plans for expansion of services, and there are no assurances that we will be able to obtain additional replacement spectrum.
 
We might not be able to grow Network Connectivity services due to a declining contribution.
 
In the Network Connectivity business, realization could be lower year on year based on the market conditions. Every year when annual contracts come up for renewal, customers sign up for more bandwidth or more links at a lower unit price. This is offset somewhat by lower bandwidth costs, which we renegotiate with our service providers. This impacts us in two ways: first, despite an increase in sales volume, we may not see a commensurate rise in revenues; and secondly, margins in our business are continually shrinking.  Therefore, our revenue from our connectivity business may stagnate with declining bandwidth prices.
 
Our inter-city network is leased from other service providers and is dependent on their quality and availability.
 
We have provided inter-city connectivity for our Enterprise customers through lease arrangements rather than through capital investment in assets, our ability to offer high quality telecommunication services depends, to a large extent, on the quality of the networks maintained by other operators, and their continued availability, neither of which is under our control. However, the abundance of inter-city connectivity provides us with the ability of switching to Telco’s offering better services. Although we always use more than one service provider where required, there can be no assurance that this dependence on external parties would not affect our network availability. Any prolonged loss of network availability could adversely affect our business and results of operations.
 
Our current infrastructure may not accommodate increased use while maintaining acceptable overall performance.
 
Currently, only a relatively limited number of customers use our corporate network. We must continue to add to our network infrastructure to accommodate additional users, increasing transaction volumes and changing customer requirements. We may not be able to project accurately the rate or timing of increases, if any, in the use of our websites or upgrade our systems and infrastructure to accommodate such increases. Our systems may not accommodate increased use while maintaining acceptable overall performance. Service lapses could cause our users to use the online services of our competitors, and numerous customer defections may adversely affect our results of operations. 

The Government of India may change its regulation of our business or the terms of our license to provide Internet access services, Voice over Internet Protocol (VoIP) and VPN services without our consent, and any such change could decrease our revenues and/or increase our costs, which would adversely affect our operating results. 
 
Our business is highly regulated as per extant telecom policy of the Government of India (the “GOI”). Our ISP license issued in the year 1998 was valid for a term of 15 years. We have been issued new licenses under the Unified License dated June 2, 2014 with a validity of 20 years. If we are unable to renew the licenses for any reason, we will not be able to carry on the said business beyond license term, which may adversely affect our business or results of operations
 
The GOI has right to revoke, terminate or suspend or take over entire operations for reasons such as national security or similar reasons without compensation to us.  In view of increasing cyber threats and attacks, the GOI may require telecom licensees (including ISPs) at their costs to provide monitoring facility across its network, and facilities for capture and retention of data in terms of traffic flow, usage details, etc. This would result in significant increase in costs and possible lesser usage due to perceived invasion of privacy by customers.
 
Certain government departments have been making queries whether use of Session Initiation Protocol, or SIP, terminal to make calls to phones abroad is permissible within ISP license. We believe that such overseas phone calls are permitted, since, SIP terminal is a “computer” as defined in Information Technology Act, 2000. We may have to make a significant investment as capital outlay in SIP terminals to make it a PC-equivalent, if the government authorities issue regulations governing SIP usage contrary to our beliefs, which would have a material effect on our results of operations.
 
Our profits may be impacted due to the increase in license fee on the NLD/ILD license and inclusion of pure Internet service and non-licensed activities under such license fee by the Department of Telecommunications, Government of India.
 
Effective July 2012, the Government of India amended the NLD/ILD/ISP license agreements with respect to Annual License Fee. 
 
Under such amendment, all services under the NLD/ILD license have been subjected to an increased license fee from the existing 6% to 7% from July 2012 to March 2013 and 8% from April 2013 onwards.  In addition, the Government has also amended the ISP license and brought the same under such license fee of 7% from July 2012 till March 2013 and 8% from April 2013 onwards. Our present license for Unified License ISP issued on June 2, 2014 provides for payment of License fee on pure
Internet services also. The Company had approached Honourable High Court of Madras (Court) by filing a writ petition prohibiting Department of Telecommunications (DOT) from levying license fee on non-licensed activities.
 
Such amendments to the license agreements will significantly impact the profitability of the Company by way of additional expense due to increased license fees.
 
Increase in license fees paid for the licensed spectrum to Department of Telecommunications (‘DoT’) may adversely affect our cost and in turn our cash flow and profitability
 
DoT may increase significantly the license fees to be paid for using the licensed spectrum. This will adversely affect our profitability. We cannot assure you that there would not be any increases of license fees in the future.
 
We may not be able to retain and acquire customers for our Data Centers.
 
In the field of Data Center services, competition from Data Center operators may attract customers away from us or make it more difficult for us to attract new customers. If competitors are more successful than us in the market, it could be difficult for us to retain and/or acquire customers. Furthermore, once customers cease using our services and choose another service provider, it may require substantial efforts in terms of cost and time to re-acquire such customers, and despite spending on such customer acquisition or retention, we may be unsuccessful in retaining such customers.
 


12

In order to improve our competitiveness, we continue to expand our Data Center infrastructure. If we are unable to attract adequate customers, we will not be able to achieve the revenues initially anticipated, which could have an adverse effect on our future results of operations and financial condition.
 
Our Data Centers may not be competitive enough in terms of green features.
 
We may fail to convert our existing Data Centers and/or build new Data Centers under the LEED (Leadership in Energy and Environmental Design) Commercial Interior (CI) program of United States Green Building Council (USGBC). LEED certification is an internationally recognized program and is considered one of the highest standards for energy efficient constructions. The Data Center uses several green features such as site ecology, water conservation, smart energy meters and equipment, reduction of CO2 emissions, high recycle content, effective waste management and eco-friendly interiors. Increased demand for green Data Center may hamper the marketing of our existing Data Centers that are not LEED certified.
 
Reduction in power supply and non-availability of fuel may affect our Data Centers.
 
There has been acute power shortage in the past in India and hence, there could be a reduction in the availability of electricity. Where there is non-availability of power supply in Data Centers, we resort to alternate sources of power (fuel) and the running of the Data Centers mainly depend on the availability of fuel, which will increase the cost of operations. Additionally, non-availability of power/fuel will disrupt our operations and it would be difficult for our customers to access data during such times.
 
We face risks associated with having a long selling and implementation cycle for our services that requires us to make significant capital expenditures and resource commitments prior to recognizing revenue for those services.
 
Data Center service typically requires significant investment of capital and resources by both our customers and us. A customer’s decision to utilize our colocation services, our managed services or our other services typically involves time-consuming contract negotiations regarding the service level commitments and other terms, and substantial due diligence on the part of the customer regarding the adequacy of our infrastructure and attractiveness of our resources and services. Our efforts in pursuing a particular sale or customer may not be successful. If our efforts in pursuing sales and customers are unsuccessful, our financial condition could be negatively affected. Costs to successfully deliver the customer requirements may result in higher costs than anticipated due to the longer implementation cycle affecting our financial results.
 
The Data Center business is capital-intensive, and our expectation for our capacity to generate capital in the short term may be insufficient to meet our anticipated capital requirements.
 
The costs of constructing, developing and operating Data Centers are substantial. Further, we may encounter development delays, excess development costs, or delays in developing space for our customers to utilize. We also may not be able to identify suitable land or facilities for new Data Centers or at a cost on terms acceptable to us. We are required to fund the costs of constructing, developing and operating our Data Centers with cash retained from operations, as well as from financings from bank and other borrowings. Moreover, the costs of constructing, developing and operating Data Centers have increased in recent years, and may further increase in the future, which may make it more difficult for us to expand our business and to operate our Data Centers profitably. If we cannot generate sufficient capital to meet our anticipated capital requirements, our financial condition, business expansion and future prospects could be materially affected.
 
Our customer base may decline if our customers or potential customers develop Data Centers or expand their own existing Data Centers.
 
Some of our customers may develop their own Data Center facilities. Other customers with their own existing Data Centers may choose to expand their Data Center operations in the future. In the event that any of our key customers were to develop or expand their Data Centers, we may lose business or face pressure as to the pricing of our services. In addition, if we fail to offer services that are cost-competitive and operationally advantageous as compared with services provided in-house by our customers, we may lose customers or fail to attract new customers. If we lose a customer, there is no assurance that we would be able to replace that customer at the same or a higher rate, or at all, and our business and results of operations would suffer.
 
Our Data Center infrastructure may become obsolete or unmarketable and we may not be able to upgrade our power, cooling, security or connectivity systems cost-effectively or at all.
 


13
 
The markets for the Data Centers we own and operate are characterized by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels and changing customer demands. As a result, the infrastructure at our Data Centers may become obsolete or unmarketable due to demand for new processes and/or technologies, including, without limitation: (i) new processes to deliver power to, or eliminate heat from, computer systems; (ii) customer demand for additional redundancy capacity; (iii) new technology that permits higher levels of critical load and heat removal than our Data Centers are currently designed to provide; and (iv) an inability of the power supply to support new, updated or upgraded technology. In addition, the systems that connect our Data Centers to the Internet and other external networks may become outdated, including with respect to latency, reliability and diversity of connectivity. When customers demand new processes or technologies, we may not be able to upgrade our Data Centers on a cost-effective basis, or at all, due to, among other things, increased expenses to us that cannot be passed on to customers or insufficient revenue to fund the necessary capital expenditures. The obsolescence of our power and cooling systems and/or our inability to upgrade our Data Centers, including associated connectivity, could reduce revenue at our Data Centers and could have a material adverse effect on us.
 
Procuring power at lower costs for Data Centers by the competitors may put us at a disadvantage in terms of pricing for our Data Center operations.
 
The single largest operating cost in Data Centers is power. Currently all Data Centers are located in proximity to, or at the edge of major urban centers such as Mumbai, Chennai, Bengaluru and Noida. Inexpensive land and labor allow companies to locate new Data Centers in remote locations. We may neither be in a position to develop Data Centers at remote locations where power is cheap nor procure power at cheaper rates for our Data Centers. If our competitors procure power at lower cost, they may have an advantage over us with respect to pricing. Our inability to offer competitive pricing may result in loss of customers and will impact our business and result of operations. The alternate sources of power are also exposed to inflation, regulation and hence, any undue price increase would affect our energy cost significantly.
 
If we are not successful in expanding our service offerings, we may not achieve our financial goals and our results of operations may be adversely affected.
 
We have plans to expand the nature and scope of our service offerings, particularly into the area of cloud and managed services, including direct private connection to major cloud platforms and the provision of cloud infrastructure. The success of our expanded service offerings depends, in part, upon demand for such services by new and existing customers and our ability to meet their demand in a cost-effective manner. We may face a number of challenges expanding our service offerings, including:
 
o
acquiring or developing the necessary expertise in IT;
o
maintaining high-quality control and process execution standards;
o
maintaining productivity levels and implementing necessary process improvements;
o
controlling costs; and
o
successfully attracting existing and new customers for new services we develop.
 
A failure by us to effectively manage the growth of our service portfolio could damage our reputation, cause us to lose business and adversely affect our results of operations. In addition, cloud and managed services may require significant upfront investment and continued expansion into these services may impact our profit margins. In the event that we are unable to successfully grow our service portfolio, we could lose our competitive edge in providing our existing cloud and managed services.
 
We may be vulnerable to security breaches which could disrupt our operations and have a material adverse effect on our financial condition and results of operations.
 
As we provide assurances to our customers that we provide the highest level of security, any breach on such security could be harmful to our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security. In addition, as we continue expanding our service offerings in managed cloud services, including direct private connection to major cloud platforms and the provision of cloud infrastructure, we will face greater risks from potential attacks because the provision of cloud-related services will increase the flow of Internet user data through the Data Center facilities we operate and create broader public access to our system. As techniques used to breach security change frequently and are often not recognized until launched against a target, we may not be able to implement new security measures in a timely manner or, if and when implemented, we may not be certain whether these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial condition and results of operations.
 


14
 
In addition, any assertions of alleged security breaches or systems failure made against us, whether true or not, could harm our reputation, cause us to incur substantial legal fees and have a material adverse effect on our business, reputation, financial condition and results of operations.
 
We may encounter litigation and penalties due to breach of system and security controls by associates or sub-contractors in the online assessment services
 
We provide online assessment services to the Government, Public & Private sector undertakings. We provide these services through our online assessment tool. This tool engages employees and sub-contractors for student registration, exam center allocation, hall ticket issuance, question paper content creation, logistics planning, exam-day management, and results management.  We cannot assure you that there may not be any breach of the system and security controls including any malpractices by candidates or sub-contractors or any person engaged with the conduct of the examination, which may expose us to criminal or civil enforcement actions in addition to penalties and suspension or disqualifications.

 
We cannot assure you that instances of breaches will not occur in future and any such instances may impact our reputation and cause adverse effect on our business or results of operations.

We engage third-party contractors to carry out various services.
 
We endeavor to engage third-party contractors with proven track records, reliability and adequate financial resources. However, any such third-party contractor may still fail to provide satisfactory services at the level of quality required by us. Such failure could harm our reputation and have a material adverse effect on our business, reputation, financial condition and results of operations.
 
We may fail to augment our skills and capability to best manage our services over Internet Protocol and data networks.
 
We have been able to build a reputation and maintain our lead because of our expertise and capability with the delivery and management of services over Internet Protocol and data networks. With the build-up of the capability and experience of our competitors, we are at the risk of losing market share, if we do not augment our skills and capabilities to keep our qualitative lead over them. Infrastructure such as networks is considered by customers as a commodity, and the only differential that we offer is our ability to manage and monitor services in a superior manner.
 
It may not be possible for us to retain our brand equity if we do not resort to huge investments for brand development.
 
Our competitors offering similar services are all large telecom companies who make substantial investments in building their brand image across their services. Conversely, we are focused on IT infrastructure services over data networks and we believe that we enjoy the reputation of a specialist in these services. However, if we do not build up awareness as well as our brand and reputation over time, the sheer weight of investments in brand development by the larger telecommunication providers will dilute our brand recognitions and competitive advantages.
 


15
 
 
Any loss of business from our top clients could reduce our revenue and significantly impact our business.
 
During the year,
revenue from one of the customers of
 
Group's Data center services segment is $ 40 Million which is more than 10% of the Group's total revenue. The services we offer for specific clients are likely to vary from year to year. Thus, a major client in one year may not provide the same level of revenues in a subsequent year. A number of factors other than our performance could cause the loss of or reduction in business or revenue from a client, and these factors are not predictable. For example, a client may demand price reductions, change its outsourcing strategy or move work in-house. If we lose one of our major clients or if one of our major clients significantly reduces its volume of business with us, our revenues and profitability could be reduced.
 
If we are unable to meet our service level commitments, our reputation and results of operation could suffer.
 
Most of our customer contracts provide that we maintain certain service level commitments to our customers. If we fail to meet our service level commitments, we may be contractually obligated to pay the affected customer a financial penalty, which varies by contract, and the customer may in some cases be able to terminate its contract. In addition, if such a failure were to occur, there can be no assurance that our customers will not seek other legal remedies that may be available to them, including:
 
·
requiring us to provide free services;
·
seeking damages for losses incurred; and
·
cancelling or electing not to renew their contracts.
 
Any of these events could materially increase our expenses or reduce our net revenue, which would have a material adverse effect on our reputation and results of operations. Our failure to meet our commitments could also result in substantial customer dissatisfaction or loss. As a result of such customer loss and other potential liabilities, our net revenue and results of operations could be materially and adversely affected.
 
We may not meet the selection criteria set for high value contracts by the Government.
 
As we participate in bidding for large Government of India contracts, as well as business from large corporations, we increasingly come under scrutiny for financial indicators. Unless we leverage our capacity and become consistently profitable, we could be excluded from major government projects because we fail to meet their selection criteria, which would adversely affect our business and results of operations.
 
The success of our business depends on our capability to develop compatible applications and tools.
 
As we offer our Applications Integration services to an increasing base of large corporations, we run the risk of not being able to meet their needs for scaling and sophistication in the future if we do not build the capacity to develop and integrate applications software to meet with future needs. We may not have adequate resources to develop our capability as a result of emerging sophistication required for such services. The failure to develop such resources may adversely affect our business and results of operations.
 
We may fail to offer end-to-end managed services to sustain our position.
 
The telecommunications market is evolving towards service providers who offer end-to-end managed services that include managing everything down to desktops. If we are to continue to lead the market, we need to extend our bouquet of services to ensure that our portfolio grows to include managed services where we can maintain leadership. It may be difficult for us to offer end-to-end managed services to sustain our leadership in managed services without significant capital expenditures which would adversely affect our cash position and results of operations.
 
We may be unable to replace lost revenue due to customer cancellations, renewals at lower rates or other less favorable terms
 
It is key to our profitability that we offset committed recurring revenue due to customer cancellations, terminations, price reductions or other less favorable terms by adding new customers, selling more high-margin services, features and functionalities to existing customers and increasing traffic usage by all customers. Some customers may elect not to renew and others may renew at lower prices, lower committed traffic levels, or contract only for shorter time frame. Historically, a significant percentage of our renewals, particularly with larger customers, have led to declines in unit price as competition has increased and the market for certain parts of our business has saturated. Our renewal rates may decline as a result of a number of factors, including competitive pressures, customer dissatisfaction with our services, customers' inability to continue their operations and spending levels, the impact of multi-vendor policies, customers implementing or increasing their use of in-house technology solutions and general economic conditions.
 


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In addition, as we expand the network to small cities and towns (semi – urban and rural locations), there is an operational cost involved in both the establishment and operation of these nodes. While the expansion is facilitated by a corporate order, we have to subsequently get additional business for capacity utilization in these nodes to make them profitable. If we are not able to do this rapidly by scaling up the business through these towns, we run the risk of overcapacity on the network in new areas, which results in a higher cost structure and lower margins.
 
Absence of policy support will hamper Internet and Data Services.
 
We have and continue to be subject to Indian regulations regarding the VPN license requirements, including the percentage of foreign holdings to offer VPN services as well the need for NLD/ILD licenses to offer VPN services and carrier voice services. The growth and development of the data and Internet sector is dependent on the policy support of Department of Telecommunications. Regulatory changes, as well as the continuing lack of policy initiatives to revitalize the data and Internet sector continue to be a risk.
 
We cannot influence policies that facilitate the growth and development of data and Internet connectivity in India. The absence of policy support for Internet and data services may hamper the growth of such services in the future, which would adversely affect our business and results of operations.
 
Constant improvement of technology standards/ skills and evolving tools and applications are essential to sustain our position in remote management of IT infrastructure.
 
We are relatively unknown outside India in comparison to other established IT players who have a large base of customers. If we are not able to constantly upgrade our technology standards and skills, and if we are unable to scale for critical mass in the near term, our competitive position would be adversely affected.
 
Management of IT infrastructure is dependent on sophisticated tools and applications to remotely monitor the IT infrastructure and assets of customers. If we are unable to retain our competitive advantages in terms of the evolving tools & applications, or the maturity of our processes, we may lose customers and be at a competitive disadvantage compared with our larger competitors
 
Emergence of Enterprise Software Suites, Artificial Intelligence, Robotics and Machine Learning may hamper the growth of our e-Learning stream.
 
The emergence of competitors such as Oracle, IBM, SAP, SumTotal and SABA offering Enterprise Software Suites for eLearning for large organizations to develop their own learning platforms could be a threat to our business in the future. We may lose our business to our competitors, and if we are unable to acquire new customers or retain our existing customers, our revenues and results of operations may suffer. Additionally, the emergence of Machine Learning and Artificial Intelligence could adversely impact our revenues.

 


17
 
Cyber security threats could damage our reputation or result in liability to us.
 
Our businesses depend on the reliability and security of our information technology systems and infrastructure. They must remain secure and be perceived by our corporate and consumer customers to be secure, as we retain confidential customer information in our database. Despite the implementation of security measures, our infrastructure may be vulnerable to physical break-ins, computer hacking, computer viruses, other malware, ransomware or cyber-attacks beyond our control. If our security measures are circumvented, it would jeopardize the security of confidential information stored on our systems, proprietary information could be misappropriated or cause interruptions to our operations. We may be required to make significant additional investments and efforts to protect against or remedy security breaches. Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems, systems failure or otherwise, could damage our reputation and adversely affect our business and results of operations
 
Though we have not had any attempted cybersecurity breaches reported, the security services that we offer in connection with our business customers’ networks cannot assure complete protection from computer viruses, break-ins and other disruptive problems and the occurrence of these problems could result in claims against us or liability on our part. These claims, regardless of their ultimate outcome, could result in costly litigation and could damage our reputation and hinder our ability to attract and retain customers for our service offerings.
 
We face a competitive labor market for skilled personnel and therefore are highly dependent on our existing key personnel and on our ability to hire additional skilled employees.
 
Our success depends upon the continued service of our key personnel including our senior management team, including our CEO, Chairman and Managing Director, Mr. Raju Vegesna. Each of our employees may voluntarily terminate his or her employment with us. Our success also depends on our ability to attract and retain such highly qualified technical, marketing and sales personnel. The labor market for skilled employees in India is extremely competitive, and the process of hiring employees with the necessary skills is time consuming and requires significant resources. We may not be able to retain or integrate existing personnel or identify and hire additional personnel in the future. The loss of the services of key personnel or the inability to attract additional qualified personnel could disrupt the implementation of our business strategy, upon which the success of our business depends.
 
The failure to keep our technical knowledge confidential could erode our competitive advantage.
 
Our technical know-how is not protected by intellectual property rights such as patents and is principally protected by maintaining its confidentiality. We rely on trade secrets, confidentiality agreements and other contractual arrangements. As a result, we cannot be certain that our know-how will remain confidential in the long run. Employment contracts with certain of our employees who have special technical knowledge about our products or our business contain a general obligation to keep all such knowledge confidential. In addition to the confidentiality provisions, these employment agreements typically contain non-competition clauses.
 
If either the confidentiality provisions or the non-competition clauses are unenforceable, we may not be able to maintain the confidentiality of our know-how. In the event that confidential technical information or know-how about our products or business becomes available to third parties or to the public, our competitive advantage over other companies in the wireless based IP/VPN industry could be harmed which could have an adverse material effect on our current business, future prospects, financial condition and results of operations.
 
Our increasing work with Governmental agencies may expose us to additional risks.
 
We are increasingly bidding to work with Governments and Governmental agencies. Projects involving Governments or Governmental agencies carry various risks inherent in the Government contracting process, including the following:
 
 
·
Such projects may be subject to a higher risk of reduction in scope or termination than other contracts due to political and economic factors such as changes in Government, pending elections or the reduction in, or absence of, adequate funding;
     
 
·
Terms and conditions of Government contracts tend to be more onerous than other contracts and may include, among other things, extensive rights of audit, more punitive service level penalties and other restrictive covenants. Also, the terms of such contracts are often subject to change due to political and economic factors;
     
 
·
All Government bids are subject to
Performance
Bank Guarantee depending upon the size of the tender. Any shortfall in service, inability to deliver committed SLA during the project may force the Government to invoke the
performance
bank guarantee leading to huge cash losses;
 


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·
Government contracts are often subject to more extensive scrutiny and publicity than other contracts. Any negative publicity related to such contracts, regardless of the accuracy of such publicity, may adversely affect our business or reputation;
     
 
·
Participation in Government contracts could subject us to stricter regulatory requirements, which may increase our cost of compliance; and
     
 
·
Such projects may involve multiple parties in the delivery of services and require greater project management efforts on our part. Any failure in this regard may adversely impact our performance.
     
 
·
In addition, we operate within jurisdictions in which local business practices may be inconsistent with international regulatory requirements, including anti-corruption and anti-bribery regulations prescribed under the U.S. Foreign Corrupt Practices Act (“FCPA”), which, among other things, prohibits giving or offering to give anything of value with the intent to influence the awarding of Government contracts. Also, Prevention of Corruption (Amendment) Act 2013, (“PCA”) prohibits giving bribe to a public servant. Although we believe that we have adequate policies and enforcement mechanisms to ensure legal and regulatory compliance with the FCPA, PCA and other similar regulations, it is possible that some of our employees, subcontractors, agents or partners may violate any such legal and regulatory requirements, which may expose us to criminal or civil enforcement actions, including penalties. If we fail to comply with legal and regulatory requirements, our business and reputation may be harmed.
 
Any of the above factors could have a material and adverse effect on our business or our results of operations
.
 
 
The global COVID-19 pandemic may directly or indirectly-- through macro-economic trends triggered by it, such as inflation and supply chain problems— adversely affect, our business, results of operations and financial condition, due primarily to impacts on the industries in which we and our customers operate.
 
The COVID-19 global pandemic has had numerous adverse effects on the global economy. Governmental shutdowns and mandated by governmental authorities or otherwise elected by companies as a preventative measure, adversely affected workforces, customers, consumer sentiment, economies and certain financial markets, and, along with decreased consumer spending, led to an economic downturn in many of the markets into which we sell our products and services.
 
Despite the overall recovery from the COVID-19 pandemic in many regions, certain global macro-economic conditions that were triggered, in large part, by the pandemic now threaten a downturn in economic conditions that could ruin the improved economic outlook achieved by the recovery from the pandemic. Supply chain delays and rising shipping costs, along with inflationary pressures due to the infusion of money into circulation as part of a “loose” monetary policy and low interest rates designed to ease economic conditions during the pandemic, now threaten economic prosperity globally, including in our target markets. We cannot predict what impact these new economic trends may have on our target markets and our expected results of operations.
 
We furthermore face uncertainty as to the degree and duration of the impact of these trends going forward, and as to the degree of successful macro-economic resistance to them. We do not know the impact of governmental measures (such as higher interest rates) targeted at maintaining economic prosperity in the aftermath of the trends triggered by the COVID-19 pandemic, or the degree of overall potentially permanent changes in consumer behavior that may have been caused by the pandemic. The inflationary trend, and higher interest rates in response to inflation, may contribute towards global economic weakness that is more than temporary.
 
Prolonged economic uncertainties or downturns in certain regions or industries could adversely affect our business materially. Our business depends on our current and prospective customers’ ability and willingness to invest money in our solutions and core systems, which in turn is dependent upon their overall economic health. Negative economic conditions in the global economy or certain regions such as India, the U.S. or Europe, including conditions resulting from financial and credit market fluctuations, could cause a decrease in corporate spending on products and services that we sell.
 
In addition, a significant portion of our revenue is generated from customers in the financial services industry, including banking and insurance. Negative economic conditions may cause customers in general, and in that industry in particular, to reduce their IT spending. Customers may delay or cancel projects, choose to focus on in-house development efforts or seek to lower their costs by renegotiating maintenance and support agreements. Additionally, customers may be more likely to make late payments in worsening economic conditions, which could require us to increase our collection efforts and incur additional associated costs to collect expected revenues. To the extent that the purchase of licenses for our software is perceived by customers and potential customers to be discretionary, our revenues may be disproportionately affected by delays or reductions in general IT spending. If economic conditions generally, or in the industries in which we operate specifically, worsen from present levels, the results of our operations could be adversely affected. 


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To the extent the COVID-19 pandemic hits hard once again, in any wave or via any variant of the virus, in India where a significant percentage of our worldwide employees are located, that may also adversely impact our operating results, as the resulting closures, restrictions and health problems for our workers may compromise our ability to service our customers in various regions of the world. 

Russia’s invasion of Ukraine and related supply chain issues may directly or indirectly through macro-economic trends, countries’ and governments’ position on the invasion, sanctions or restrictions on trade, supply chain between countries pursuant to invasion may adversely affect our business and results of our operations
 
                Russia’s invasion of Ukraine has had numerous adverse effects on the global economy. Businesses have pulled out of Russia. Russia has stopped trade with many countries. The workforce in Ukraine is badly affected along with major exports from and to Ukraine casting huge impact on the global supply chain of various commodities. The effect of the invasion could not be estimated with certainty, but this may impact the businesses across the globe both in the short term and the long term with rising commodity prices and its demand, rising interest costs to counter inflationary conditions, loss in value of currencies. Any such adverse impact on the businesses could potentially affect our business, the mitigation for the same could not be planned with certainty due to the uncertainty of the impact the invasion could have. There could be cybersecurity threats, sanctions between countries due to the position taken by our government, any or all of which could affect our business and operating results significantly.

Risks Related to Regulation and Compliance
 
We may encounter legal confrontations as the Information Technology Act 2000 lacks specificity as to issues on online processes and/or Internet.
 
We believe that the Information Technology Act of 2000, as amended in 2011 (the “ITA”), an Indian regulation, does not address all areas of online processes or the Internet. In exercise of the powers conferred by the ITA, the Government of India issued rules in April 2011 called Information Technology rules with stringent privacy norms for Internet Service Providers and the intermediary who is handling sensitive personal information. The ITA has mandated the service providers to maintain transactions, receipts and vouchers in specific formats. The records must be produced for inspection and audit by a government nominated agency or person. The Government of India is authorized to audit security and privacy protection measures. We are exposed to risks relating to unauthorized access and non-compliance of regulations by our business partners. Such events may negatively affect our reputation, and violations of the Information Act may result in fines and litigation or cause us to incur legal costs, which may adversely affect our business and results of operations.
 
We may encounter legal confrontations under the Information Technology Act 2000 on our digital certification business.
 
We have been granted license as Certifying Authority (CAs) to issue digital signature certificate for electronic authentication of users. The CAs are governed by Controller of Certifying Authority (CCA) under the ITA which prescribes duties to be followed, standards to be maintained and a list of documents to be maintained by Certifying Authorities. The guidelines also require the Company to bill the end customer to whom the Digital Signature Certificate (DSC) is sold effective from 1st of August 2017. System development changes have been made by the Company to support the billing to the end customers. Any actual or perceived failure to comply with such obligations could harm our business. Non-Compliance with such laws, rules and regulations may result in fines and litigation or cause us to incur legal costs, which may adversely affect our business and results of operations.
 
We may encounter litigation and penalties due to non-compliance with relevant laws applicable to the products sold and services rendered by us.
 
The products and services that we deal with are subject to various laws such as the ITA. We are exposed to risks relating to non-compliance with such laws which may affect our reputation and also result in litigations and penalties which may adversely affect our business and results of operations.
 
We may not be able to comply with direct & indirect tax laws resulting in litigations and penalties.
 
Tightening of regulatory framework, new legislative changes and heightened enforcement activity by the tax departments across the world has brought the importance of tax risk on the radar of the corporates in India. From a business standpoint, income tax remains the most important tax for companies because of its impact on corporate bottom-line. Unpredictable rulings & interpretations of tax authorities are the key reasons leading to tax risks. In India, changes in taxation laws are announced on an annual basis in February, when the Union Budget is presented. These changes in law may affect the accuracy of our estimated tax obligations, or the obligations of holders of our equity shares and ADSs. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities and those authorities may not agree with positions taken by us on our tax returns. Although we believe that our estimates are reasonable, there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals. We are also exposed to risks of non-compliance with the requirement of law which may affect our reputation and also result in litigations and penalties which may adversely affect our business and results of operations.
 


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Any of the above could have a material adverse effect on our business and future results. Additionally, due to the complexity of the fiscal environment, the ultimate resolution of any tax matters may result in payments greater or lesser than amounts accrued.
 
The General Anti Avoidance Rules (“GAAR”) provisions to deal with the Organization for Economic Co-operation and Development’s (“OECD”)’s Base Erosion and Profit Shifting Project of which India is an active participant was applicable from fiscal 2018. Pursuant to GAAR, an arrangement in which the main purpose, or one of the main purposes, is to obtain a tax benefit and may be declared as an “impermissible avoidance arrangement” if it also satisfies at least one of the following four tests:
 
·
The arrangement creates rights and obligations, which are not normally created between parties dealing at arm’s length.
·
It results in misuse or abuse of provisions of tax laws.
·
It lacks commercial substance or is deemed to lack commercial substance.
·
It is carried out in a manner, which is normally not employed for a bona fide purpose.
 
If any of our transactions are found to be impermissible avoidance arrangements under GAAR, our business, financial condition and results of operations may be adversely affected.
 
The Finance Act, 2015 had lowered the tax withholding rate on payment made to non-residents towards “royalty” and/or “fees for technical services” to 10% from 25%, subject to furnishing of Indian Permanent Account Number (PAN) by such non-residents. The Finance Act 2016 has amended Section 206AA to prescribe alternative documents to PAN as duly notified. However, a lower rate may apply if a Double Taxation Avoidance Agreement read along with MLI exists between two countries. Further, based on a recent Supreme Court ruling, payment to non-residents for purchase of software was held to be not taxable as royalty subject to such payments not being characterized as royalty under the Double Taxation Avoidance Agreement. Such payments will not be liable for withholding of tax subject to furnishing of relevant tax documents by such non-residents. As we procure various software licenses and technical services from non-residents in the course of delivering our products and services to our clients, the cost of withholding tax on such purchase of software and services may be additional cost to us as the Company may have to gross up for such withholding taxes.
 
Government of India rolled out Goods and Service Tax (GST) effective from 1st July 2017. GST has subsumed several central, state and local tax laws such as excise duty, service tax, value added tax, central sales tax, entry tax, etc. The GST law prescribes compliance and procedures which are more comprehensive than prior tax laws. The GST Council has proposed a new process which allows credit to the Company based on the invoices uploaded by the vendors in their tax returns. Hence, tax credits will be available to the Company based on proper compliance by all the vendors and filing of returns on time. Any failure to comply with the requirement of law by the vendor may impact availment of input tax credit by the Company. This affects our working capital to a large extent resulting in excess amounts of cash available as balance with statutory authorities on which we do not earn any interest. We are also exposed to risks of non-compliance with the requirement of law which may affect our reputation and also result in litigations and penalties which may adversely affect our business and results of operations.
 
Changes in the policies of the government of India or political instability may adversely affect economic conditions in India generally, which could impact our business and prospects.
 
The government of India could change specific laws and policies affecting technology companies, foreign investment, currency exchange and other matters affecting investment in our securities which could adversely affect business and economic conditions in India generally, and our business in particular. We are dependent on RBI to pay all our forex expenses and also dividend. Any exchange controls regime impacting ability to remit monies will severely impact ability to deliver services and stock prices (dividend). The government of India has asserted there would be a Data Center Policy for the country to adopt which could provide certain incentives to data center providers. We may not be eligible for such benefits as an existing data center provider due to the conditions that could be specified in this regard. Even if we are eligible, the sustainability of such benefits depends on the policies of government of India which would adversely affect our business.
 
The legal system in India does not protect intellectual property rights to the same extent as the legal system of the United States, and we may be unsuccessful in protecting our intellectual property rights.
 
Our intellectual property rights are important to our business. We rely on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property.
 
Our efforts to protect our intellectual property may not be adequate. We hold no patents, and our competitors may independently develop similar technology or duplicate our services. Unauthorized parties may infringe upon or misappropriate our services or proprietary information. In addition, the laws of India do not protect proprietary rights to the same extent as laws in the United States, and the global nature of the Internet makes it difficult to control the ultimate destination of our services. For example, the legal processes to protect service marks in India are not as effective as those in place in the United States. The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenues and increase our expenses. In the future, litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time-consuming and costly.
 


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We could be subject to intellectual property infringement claims as the number of our competitors grows and the content and functionality of our websites or other service offerings overlap with competitive offerings. Our defenses against these claims, even if not meritorious, could be expensive and divert management’s attention from operating our Company. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award as damage and forced to develop non-infringing technology, obtain a license or cease selling the applications that contain the infringing technology. We may be unable to develop non-infringing technology or even obtain a license on commercially reasonable terms.
 
Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.
 
We are subject to a variety of laws, regulations and industry standards in India and in the US. These laws, regulations, and standards govern numerous areas that are important to our business, including, but not limited to, privacy, information security, labor and employment, immigration, data protection, import and export practices, marketing and communication practices. Such laws, regulations and standards are subject to changes and evolving interpretations and applications, and it can be difficult to predict how they may be applied to our business and the way we conduct our operations, especially as we introduce new solutions and services and expand into new jurisdictions. Any perceived or actual breach of laws, regulations and standards could result in investigations, regulatory inquiries, litigation, fines, injunctions, negative customer sentiment, impairment of our existing or planned solutions and services, or otherwise negatively impact our business.
 
Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure create uncertainty for our compliance efforts and may result in added compliance costs. India has witnessed sweeping changes to its corporate law regime over the past few years. The changes introduced by Companies Act 2013 over the period of time have added complexity to our corporate compliance regime.
 
In connection with this Annual Report on Form 20-F, our management assessed our internal controls over financial reporting, and determined that our internal controls were effective as of March 31, 2022. However, we will undertake management assessments of our internal control over financial reporting in connection with each annual report, and any deficiencies uncovered by these assessments or any inability of our auditors to issue an unqualified opinion regarding our internal control over financial reporting could harm our reputation and the price of our equity shares and ADSs.
 
We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and an increasing amount of time and attention of management in ensuring compliance related activities.
 
We have our ESG (Environmental Social and Governance) goals built in our business and operations strategy
 voluntarily without any
regulatory compliance requirement
. We regularly update and monitor our progress in this regard. We intend to achieve NET-ZERO impact on our ESG indicators. However, mandatory guidelines on ESG Reporting may have an impact on growth of the company as there may be investments or expenses that are not part of our strategy on ESG.
 
In addition, it may become more expensive or more difficult for us to obtain director and officer liability insurance. Further, our Board members and executive officers could face an increased risk of personal liability in connection with their performance of duties and our regulatory reporting obligations. As a result, we may face difficulties attracting and retaining qualified Board members and executive officers, which could harm our business. If we fail to comply with new or changed laws or regulations, our business and reputation may be harmed.
 
We may inadvertently fail to comply with local laws of other countries in connection with the negotiation and execution of operational agreements.
 
As part of our international business, we may negotiate with and enter into contracts with strategic partners, clients, suppliers, employees and other third parties in various countries. We may inadvertently fail to comply with their laws, which may result in lawsuits or penalties and could adversely affect our business or results of operations.
 

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We are subject to quality of service (QOS) guidelines issued by the Telecom Regulatory Authority of India (“TRAI”). Failure to comply with one or more applicable guidelines may expose us to fines/penalties.
 
TRAI has issued the following guidelines to the ISPs for improving the quality of service:
 
 
·
All Internet service providers shall provide adequate information to subscribers regarding Internet/broadband services being offered and marketed by them.
 
 
·
All Internet service providers shall provide information regarding contention ratios or the number of users competing for the same bandwidth, adopted by them to provide Internet/broadband service in their tariff plans submitted to TRAI, manual of practice, call centers and on their websites
 
 
·
All Internet service providers shall publish quarterly contention ratio for different Internet/broadband services on their website to facilitate subscribers to take informed decision.