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SIFY TECHNOLOGIES LIMITED

Tidel Park, Second Floor

No. 4, Rajiv Gandhi Salai, Taramani

Chennai 600 113

India

December 10, 2024

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Attention: Claire DeLabar

    Re:
    Sify Technologies Ltd.

Form 20-F for the Fiscal Year Ended March 31, 2024

Response dated October 17, 2024

File No. 000-27663

Dear Ms. DeLabar and Mr. Littlepage,

This letter is submitted on behalf of Sify Technologies
Limited (the “Company”, “Sify” or “we”) in response to the comments of the staff members of the Securities
and Exchange Commission (the “Staff”), as set forth in your letter (the “Comment Letter”) to M P Vijay Kumar dated
October 29, 2024 with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2024 (the “Annual
Report”).

Response:

In its Annual Report for the fiscal year ended
March 31, 2024, the Company presented the compulsory convertible debentures (“CCDs”) in the consolidated financial statements
by applying the contingent settlement provisions as per Para. 25, AG28 and BC 18 of IAS 32, and presented Rs.8,800 million as equity and
Rs.1,200 million as a financial liability. We also note that the accounting practice of treating such instrument is evolving globally
and International Accounting Standards Board is undertaking projects to address the challenges faced by Companies on financial reporting
on these types of Financial Instruments, in the project on Financial Instruments with Characteristics of Equity.

We respectfully note the comments made by the
Staff and, further to the discussion had with the Staff in calls on November 19, 2024, and December 4, 2024, acknowledge the Staff’s
disagreement with the Company’s accounting treatment of the CCDs. Accordingly, we intend to revise the Annual Report by filing an
amendment on Form 20-F/A. In such amendment, the Company proposes to restate its audited consolidated financial statements as proposed
below and to make corresponding amendments to “Item 3. Key Information” and “Item 5. Operating and Financial Review
and Prospects.” Additionally, we will make amendments to the notes on the financial statements, as previously discussed in our prior
response letters dated October 17, 2024, October 1, 2024, and September 18, 2024.

Proposed Accounting Treatment for the Series
1 and Series 2 CCDs Issued to Kotak Special Situations Fund (“KSSF”):

The CCDs issued by the Group to KSSF have been
evaluated based on Para. 28 of IAS 32 as the instrument has both a liability and equity component. In accordance with Para. 15 of IAS
32, the present value of the future coupon payments is presented as a separate component, and the remaining value of the instrument is
treated as a separate component.

The present value of the interest payments amounts
to Rs.1,686 million, and the instrument’s remaining value of Rs.2,314 million is assigned to the other component. The present value
of the future coupon payments is treated as a financial liability as there is an unconditional obligation on the Company to make these
payments. The residual component is evaluated based on Para. 16A and 16B of IAS 32, as these are puttable instruments since these CCDs
subject to the Put Option Agreement executed by the Group. These instruments do not qualify for the exception to the definition of a financial
liability because:

 · These CCDs are not the least subordinate instruments. These rank senior to all other class of CCDs and
preference shares;

 · The holder of these CCDs is not entitled to a pro-rata share of the entity’s net assets in the event
of liquidation;

 · All the financial instruments in the class of instruments that is subordinate to all other classes of
instruments do not have identical features, as these CCDs have default interest provision and also carry a put option; and

 · The total expected cash flows attributable to these CCDs over their life are not based substantially on
the profit or loss, the change in recognised net assets or the change in the fair value of the recognised and unrecognised net assets
of the entity over the life of the entity.

Hence, this component of the instrument is also
presented as a financial liability, which has been the basis of the earlier presentation.

Accordingly, the Company would change the presentation
from equity, and present as a financial liability in the Consolidated Statement of Financial Position for the period ended March 31, 2023
and 2024, the amounts of Rs.3,894 million and Rs.3,747 million, respectively.

The coupon on the financial liability portion
would be charged to the Consolidated Statement of Income  and the total coupon payment paid would be deducted from the financial
liability. As the Company has recognised as expense the entire coupon paid in the Consolidated Statement of Income, this adjustment would
decrease the Finance expenses and increase the Profit for the year by Rs.147 million, Rs.95 million, and Rs.11 million, respectively,
for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022.

Proposed Accounting Treatment for the Series
4 and Series 5 CCDs issued to Kotak Data Center Fund (“KDCF”):

The CCDs issued by the Group to KDCF have been
evaluated based on Para 28 of IAS 32 as the instruments have both a liability and equity component. In accordance with Para 15 of IAS
32, the present value of the future coupon payments is presented as a separate component and the residual value of the instrument is treated
as a separate component.

Evaluation of Series 4 CCDs:

The present value of the interest payments amounts
to Rs.2,076 million, which is presented as a financial liability. The remaining value of Rs.2,724 million is presented as equity.

The present value of the future coupon payments
is treated as a financial liability because there is an unconditional obligation on the Company to make these payments. The residual component
is evaluated based on Para 16 of IAS 32. These are classified as equity because:

 · The instrument has no contractual obligation to deliver cash or any other financial asset; and

 · The instrument will be settled by exchanging for a fixed number of the Company’s own equity instruments.

Accordingly, out of the Series 4 CCDs amounting
to Rs.4,800 million, an amount of Rs.2,076 million would be presented as a financial liability, which represents the present value of
the future coupons. The remaining amount of Rs.2,724 million would be presented as equity upon inception. As of March 31, 2024, the carrying
value of the financial liability and equity stands at Rs.1,980 million and Rs.2,724 million, respectively.

The coupon on the financial liability portion
would be expensed in the Consolidated Statement of Income and the total coupon payment paid is reduced from the financial liability. As
the Company has recognised as expense in the Consolidated Statement of Income the entire coupon paid, this adjustment would, for the financial
year ended March 31, 2024, decrease the Finance expenses and increase the Profit for the year by Rs.96 million.

Evaluation of Series 5 CCDs:

The present value of the interest payments amounts
to Rs.518 million, which is presented as a liability component. The remaining value of Rs.682 million is assigned to the other component.

The present value of the future coupon payments
is treated as a financial liability because there is an unconditional obligation on the Company to make these payments. The remaining
component is evaluated based on Para 16 of IAS 32. These are classified as equity if:

 · The instrument has no contractual obligation to deliver cash or any other financial asset; and

 · The instrument will be settled by exchanging for a fixed number of the Company’s own equity instruments.

As the fixed number of the Company’s own
equity instrument to be issued is not yet determined, this component would be treated as a financial liability. This presentation will
be evaluated for possible reclassification after the fixed number of shares to be issued is determined.

Accordingly, out of the Series 5 CCDs amounting
to Rs.1,200 million, an amount of Rs.518 million would be presented as a financial liability, which represents the present value of the
future coupons. The remaining amount of Rs.682 million would be presented as a financial liability upon inception, and until the finalization
of the fixed number of shares to be issued. As of March 31, 2024, this would be presented as a financial liability.

The coupon on the financial liability portion
would be recognised as an expense in the Consolidated Statement of Income while the total coupon paid is reduced from the financial liability.
As the Company has recognised as an expense the entire coupon paid in the Income Statement, this adjustment would, for the year ended
March 31, 2024, decrease the Finance expenses and increase the Profit by Rs.24 million.

Abridged Consolidated Statement of Financial
Position and Consolidated Statement of Income:

Based on the above adjustment to the Consolidated
Statement of Financial Position and the Consolidated Statement of Income, the impact on the Financial Statements for the years ended March
31, 2024, March 31, 2023 and March 31, 2022, would be as below:

    Consolidated Statement of Financial Position
    Rs.mln

    2021-22

    2022-23

    2023-24

    Particulars

    Published

    Revised

    Published

    Revised

    Published

    Revised

    Equity

    Share capital

    1,840

    1,840

    1,841

    1,841

    1,846

    1,846

    Other Equity

    2,000

    -

    8,800

    2,724

    Share premium

    19,676

    19,676

    19,685

    19,685

    19,733

    19,733

    Share based payment reserve

    349

    349

    361

    361

    352

    352

    Other components of equity

    77

    77

    53

    53

    45

    45

    Accumulated deficit

    -7,466

    -7,455

    -6,795

    -6,689

    -6,746

    -6,373

    Total equity attributable to equity holders of the Company

    14,476

    14,487

    17,145

    15,251

    24,030

    18,327

    Liabilities

    Borrowings

    7,769

    7,688

    13,818

    15,564

    17,608

    22,940

    Lease liabilities

    1,715

    1,715

    1,866

    1,866

    2,663

    2,663

    Employee benefits

    145

    145

    130

    130

    160

    160

    Contract liabilities

    1,798

    1,798

    2,324

    2,324

    3,053

    3,053

    Other liabilities

    61

    61

    56

    56

    54

    54

    Total non-current liabilities

    11,488

    11,407

    18,194

    19,940

    23,538

    28,870

    Borrowings

    7,111

    7,181

    5,710

    5,858

    6,451

    6,821

    Lease Liabilities

    492

    492

    585

    585

    380

    380

    Bank overdraft

    372

    372

    952

    952

    487

    487

    Trade and other payable

    11,337

    11,337

    12,846

    12,846

    14,012

    14,013

    Contract liabilities

    1,792

    1,792

    1,972

    1,972

    2,084

    2,084

    Total current liabilities

    21,104

    21,174

    22,065

    22,213

    23,414

    23,785

    Total liabilities

    32,592

    32,581

    40,259

    42,153

    46,952

    52,655

    Total equity and liabilities

    47,068

    47,068

    57,404

    57,404

    70,982

    70,982

    Assets

    47,068

    47,068

    57,404

    57,404

    70,982

    70,982

    Consolidated Statement of Income
    Rs.mln

    2021-22
    2022-23
    2023-24

    Particulars
    Published
    Revised
    Published
    Revised
    Published
    Revised

    Profit from operating activities
      2,873
      2,873
      2,451
      2,451
      2,167
      2,167

    Finance income
      73
      73
      223
      223
      338
      338

    Finance expenses
      -1,098
      -1,087
      -1,653
      -1,558
      -2,273
      -2,006

    Net finance income / (expense)
      -1,025
      -1,014
      -1,430
      -1,335
      -1,935
      -1,668

    Profit before tax
      1,848
      1,859
      1,021
      1,116
      232
      499

    Income tax (expense) / benefit
      -590
      -590
      -346
      -346
      -183
      -183

    Profit for the year
      1,258
      1,269
      675
      770
      49
      316

    Attributable to:

    Equity holders of the Company
      1,258
      1,269
      675
      770
      49
      316

    Non-controlling interest
      -
      -
      -
      -
      -
      -

      1,258
      1,269
      675
      770
      49
      316

    Earnings per share

    Basic earnings per share
      6.89
      6.96
      3.69
      4.21
      0.27
      1.73

    Diluted earnings per share
      6.73
      6.79
      3.63
      4.15
      0.26
      1.71

If you have any questions regarding the above
clarifications, please feel free to contact the undersigned at +91 44 2254 0770, ext.2111.

    /s/ M P Vijay Kumar

    Name: M P Vijay Kumar

    Title: Executive Director and Chief Financial Officer

    Sify Technologies Limited

    Chennai

    India