Exhibit 99.1

SUBSCRIPTION AGREEMENT

          This SUBSCRIPTION AGREEMENT, dated November 10, 2005 (this “ Agreement ”), is by and between:

          1. SIFY LIMITED, a company incorporated under the laws of India and having its principal office at Tidel Park, 2 ^nd Floor, No.4 Canal Bank Road, Taramani, Chennai — 600113 (the “ Company ”); and

          2. INFINITY CAPITAL VENTURES, LP, a limited partnership organised and existing under the laws of the State of Delaware.and having its office at 11601 Wilshire Boulevard, Suite 1900, Los Angeles, CA 90025 (“ Infinity Capital ”).

WHEREAS,

(A) The Company has an authorized share capital of Indian Rupees three hundred and eighty one million comprising of thirty eight million and one hundred thousand shares of face value Rs. 10 each, and an issued, allotted, subscribed and outstanding share capital of Indian Rupees three hundred and fifty three million eight hundred and eighteen thousand and four hundred and ten, comprising of thirty five million three hundred and eighty one thousand and eight hundred and forty one equity shares outstanding. The ADSs of the Company are listed and are traded on The Nasdaq National Market and each ADS currently represents one Equity Share. The underlying Equity Shares representing such ADSs are held by the Depositary pursuant to the Deposit Agreement. Further details of the particulars of the Company are set forth in Part A of Schedule 1 of this Agreement.

(B) Infinity Capital has agreed to acquire from Satyam Computer Services Limited, an aggregate of 11,182,600 ADSs which represent approximately 32% of the outstanding equity shares of the Company.

(C) Upon the terms and conditions of this Agreement, the Company and Infinity Capital have agreed that Infinity Capital or its Nominee shall invest in, subscribe for and purchase from the Company further ADSs, or if applicable pursuant to the terms hereof, Equity Shares, and subject to the requisite approvals and permissions the Company shall allot and issue to Infinity Capital an aggregate of 6,720,260 Equity Shares or ADSs, as the case may be, for per share price (the “Subscription Price”) equal to $5.60 US, or if applicable pursuant to the terms hereof, that number of Indian rupees equivalent to $5.60 US at the exchange rate effective at the close of business on the business day immediately prior to the Closing, within 2 days of satisfaction or waiver of all of the conditions to closing set forth herein.

(D) In connection with the transactions contemplated by this Agreement, the Company, Infinity Capital and Mr. Raju Vegesna, an individual resident in the United States (“ Vegesna ”), are entering into a Standstill Agreement dated as of the date hereof (the “ Standstill Agreement ”).

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

          1.1 Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

     “ ADSs ” mean the American Depositary Shares, issued under the Deposit Agreement, dated October 18, 1999, as amended, by and among the Company, the Depository, as depositary, and the holders and beneficial owners of ADSs.

     “ Agreement ” means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof.

     “ Board of Directors ” means the Board of Directors of the Company.

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Chennai, India are authorized or required by law or executive order to close.

     “ Closing ” has the meaning set forth in Section 2.5 of this Agreement.

     “ Closing Date ” means the date of the Closing.

     “ Depositary ” means Citibank, N.A.

     “ Directors ” means the directors of the Company whose names appear on the register of directors of the Company.

     “Eligible Investor” means an investor who satisfies all Requirements of Law for purchasing Equity Shares or ADSs pursuant to the terms of this Agreement.

     “ Encumbrance ” means any mortgage, deed of trust, lien, pledge, security interest, title retention device, option, collateral assignment, claim, charge, restriction or other encumbrance, whether voluntarily incurred or arising by operation of law.

     “ Equity Shares ” means the ordinary equity shares, par value Rs.10 per share, of the Company as subdivided, consolidated or converted from time to time.

     “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

     “ Existing Charter Documents ” means the Memorandum and Articles of Association of the Company as at the date hereof as set out in Schedule 2 to this Agreement.

     “ Governmental Authority ” means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “Nominee” means any Person nominated as such by the Investor who is the Eligible Investor in terms of this Agreement.

     “ Person ” means any individual, corporation, company, partnership, limited liability company, joint venture, association or trust of any other entity or organization.

     “ Requirements of Law ” means, as to any Person, any law, statute, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange (including, without limitation, Nasdaq), in each case applicable or binding upon such Person or any of its property or to which

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such Person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein.

     “ Rs. ” means Indian Rupees, the lawful currency of India.

     “ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

     “ Shareholders ” means the shareholders of the Company whose names appear on the register of members of the Company.

     “ Subsidiaries ” means the subsidiaries of the Company as set forth in Part B of Schedule 1 of this Agreement.

     “ Subscription Price ” means the subscription price described in Recital C above.

     “ Taxes ” means any federal, state, provincial, county, local, foreign and other taxes (including income, profits, windfall profits, alternative, minimum, accumulated earnings, personal holding company, capital stock, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll and property taxes, import duties, octroi, and stamp duty and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, and including expenses associated with contesting any proposed adjustments related to any of the foregoing.

     “ Transaction Documents ” means this Agreement and the Standstill Agreement.

     “ US$ ” or “ US Dollars ” means United States Dollars, the lawful currency of the United States of America.

ARTICLE II
SUBSCRIPTION FOR ADSs

          2.1 Subscription for Subscribed Shares . Upon the terms and subject to the conditions herein set forth, the Company agrees to, on the Closing Date, allot and issue to Infinity Capital, free and clear of all Encumbrances (other than Encumbrances resulting from actions of Infinity Capital), 6,720,260 ADSs (the “ Subscribed Shares ”) and Infinity Capital has agreed to subscribe for the Subscribed Shares from the Company in consideration for the Subscription Price set out in this Agreement; provided, however , that if by operation of a Requirement of Law relating to the Company’s application for a VPN/NLD/ILD license in India, the Company is required to reduce the level of equity ownership by foreign persons in connection with such VPN/NLD/ILD license, the Company may (a) substitute on a share-for-share basis Equity Shares for ADSs; (b) if necessary to comply with such Requirement of Law, request that a Nominee, reasonably acceptable under such Requirements of Law and to Infinity Capital, acquire such Equity Shares; and, (c) if necessary to comply with such Requirement of Law, request that the purchase price for the Subscribed Shares be paid in Rupees at the exchange rate equivalent of $5.60 US as of the close of business on the date immediately prior to the date of the Closing. Substituted Equity Shares shall be deemed to be Subscribed Shares hereunder.

          2.2 Subscription Price . The consideration payable by Infinity Capital or its Nominee for the Subscribed Shares shall be the Subscription Price, which shall be payable in cash in immediately available funds in the manner mentioned herein and against the receipt of the Subscription Price the Company shall allot and cause the issuance of the Subscribed Shares at the Closing.

          2.3 Conditions for Closing : The Closing shall take place within two Business Days after satisfaction of the following conditions (collectively, the “Conditions”), provided, that Infinity Capital shall have the right at any time to waive the conditions set forth in Section 2.3 (c), (d) and (e). Each of the parties shall use its respective commercially

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reasonable efforts to satisfy the conditions to its obligations hereunder and to cause its representations and warranties to remain true and correct in all material respects as of the Closing.

          (a) the Company at its Shareholders General Meeting has passed a resolution under Section 81 (1A) of the Companies Act, 1956 approving the issue and allotment of the Subscribed Shares to Infinity Capital on the terms contained in this Agreement (the “ Shareholder Resolution ”);

          (b) the Company has obtained the requisite approval from the Central Government (Foreign Investment Promotion Board) for issue and allotment of Subscribed Shares to Infinity Capital;

          (c) the Company shall have delivered and Infinity Capital shall have received an opinion of counsel addressed to Infinity Capital and dated as of the Closing, substantially in the form of Exhibit C;

          (d) all the covenants and agreements set forth in this Agreement to be performed by the Company on or before the Closing shall have been performed in all material respects;

          (e) (i) the representations and warranties made by the Company in this Agreement shall have been true and correct in all material respects when made and as of the Closing and (ii) the Company shall deliver an executed officer’s certificate to that effect; provided, however, that the Condition set forth in clause (i) shall be deemed to be satisfied notwithstanding the failure of any representation to be true and correct in all material respects as of the Closing in the event that such failure results from any action, event or occurrence beyond the control of the Company.

          (f) no court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order which is in effect and makes illegal or prohibits the consummation of the transactions contemplated by this Agreement; provided that the Company shall have used reasonable efforts to obtain the removal of any order if such order is against the Company.

          2.4 Closing . The closing of the subscription for the Subscribed Shares (the “ Closing ”) shall take place at the offices of the Company on the Closing Date.

          2.5 Pre-Closing Date Activities; Closing Date Activities .

          (a) On the date of this Agreement,

(i) the Company shall appoint Vegesna as the Chairman of the Board of Directors; and

(ii) the parties and Vegesna shall enter into the Standstill Agreement.

          (b) On the Closing Date,

(i) Infinity Capital or its Nominee shall deliver, by wire transfer of immediately available funds to an account designated by the Company, the Subscription Price to the Company against the receipt of the certificate for the Subscribed Shares; and

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(ii) the Company shall deliver, or cause the Depositary to deliver, to Infinity Capital (x) a certificate in respect of the Subscribed Shares (which certficate shall bear all legends required by the Securities Act or any other applicable Requirement of Law) and (y) a certified true copy of each of the Shareholder Resolution and the Board Resolution; provided that all of the events set forth in this Section 2.6(b) shall be deemed to have occurred simultaneously.

          2.6 Post Closing Activities . Simultaneously with or immediately after the Closing the Company shall make all such post-Closing filings with Governmental Authorities required under Requirements of Law in relation to the matters referred to in this Agreement and upon request shall provide evidence thereof to Infinity Capital. Within 45 days after the Closing Date, Vegesna shall identify an individual to be appointed to the Board of Directors, and the Company hereby covenants that Board of Directors shall promptly appoint such individual as a Director. The Company covenants that it shall at all times use its commercially reasonable efforts to maintain, for a period of three years from the Closing Date, directors and officers insurance coverage at least as protective as the Company’s current coverage. For so long as Infinity Capital continues to own at least 10% of the Company’s outstanding Equity Shares, the Company shall not enter into any agreement pursuant to which it would provide a third party with registration rights for Company securities, without the consent of Infinity Capital (which may be withheld at the sole discretion of Infinity Capital), unless the Company provides Infinity Capital with registration rights on a parri passu basis with such third party. To the extent the securities issued to Infinity Capital or its Nominee pursuant to this Agreement are Equity Shares, as opposed to ADSs, the Company covenants that it shall (at its own expense to the extent permissible under Requirements of Law), as soon as reasonably practicable in light of applicable Requirements of Law, cause such Equity Shares to be converted into ADSs. The Company further covenants that it shall notify Infinity Capital promptly once Requirements of Law provide that any Equity Shares issued pursuant to this Agreement may be converted into ADSs. With a view to making available the benefits of certain rules and regulations of the Securities Exchange Commission which may at any time permit the sale of the restricted securities to the public without registration, so long as Infinity Capital continues to own at least 10% of the Company’s outstanding Equity Shares, the Company agrees to use its commercially reasonable efforts to:

               (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act of 1933, as amended;

               (b) File with the Securities and Exchange Commission (the “Commission”) in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

               (c) Furnish to Infinity Capital forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144, a copy of the most recent annual or other periodic report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as such Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such Investor to sell any such securities without registration.

          2.7 Premium on shares. The Subscription Price paid by Infinity Capital in excess of Rs 10/- per share which represent the par value of the Subscribed Shares shall be treated as share premium paid by Infinity Capital to the Company.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to Infinity Capital and acknowledges that Infinity Capital in entering into this Agreement and acquiring the Subscribed Shares on the following representations and warranties:

3.1 Corporate Existence and Power . The Company and each Subsidiary (a) have been duly incorporated and is duly organized and validly existing under the laws of its relevant jurisdiction of incorporation; (b) have all requisite power and authority to own and operate their property, to lease the property they operate as lessee and to conduct the business in which they are engaged; (c) are duly qualified as corporations under the laws of each jurisdiction in which their ownership, lease or operation of property or the conduct of their business requires such qualification and (d) have the corporate power and authority to execute, deliver and perform their obligations under this Agreement and each of the other Transaction Documents to which they are a party.

3.2 Authorization; No Contravention . Subject to satisfaction of the Conditions, the execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents and the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary corporate action of the Company; (b) do not contravene the terms of the Existing Charter Documents; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Encumbrance under, any material contract of the Company or any Requirement of Law applicable to the Company; and (d) do not violate any court orders against, or binding upon the Company.

3.3 Binding Effect . This Agreement and each of the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

3.4 Charter Documents . The copies of the Existing Charter Documents and the charter documents of the Subsidiaries (the “Subsidiaries Charter Documents”) have been delivered to Infinity Capital are true and complete and comply with all applicable Requirements of Law. All legal and procedural requirements and other formalities concerning the approval, amendment and filing of the Existing Charter Documents, and the Subsidiaries Charter Documents have been duly and properly complied with. The Company has complied with all the provisions of the Existing Charter Documents and each Subsidiary has complied with all provisions of the relevant Subsidiaries Charter Documents and in each case has not entered into any transaction in breach of such charter documents or agreed with any Person to amend such charter documents.

3.5 Corporate Records . The statutory books, minute books, register of members and all books of account of the Company and each Subsidiary have been properly and accurately maintained in all material respects, are written up-to-date, contain full and accurate records of all resolutions passed by the directors and the shareholders of entity and all issuances and transfers of shares or other securities of such entity (other than the transfers of ADSs) and neither the Company nor, to the best knowledge of the

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Company, any Subsidiary has received any notice of any application or intended application for rectification of its register of members.

3.6 Compliance with Laws . (a) The Company and each Subsidiary are in material compliance with all material Requirements of Law and all court orders applicable to them. There is no existing or, to the Company’s knowledge, proposed Requirement of Law which could reasonably be expected to prohibit or restrict the Company or any Subsidiary, from, or otherwise have a material adverse effect on the condition of the Company in conducting its business in any jurisdiction in which they conduct their business. (b) (i) The Company and each Subsidiary have all material licenses, permits and approvals of any Governmental Authority (collectively, “ Permits ”) that are necessary for the conduct of the business of the Company and each Subsidiary; (ii) such Permits are in full force and effect; and (iii) there are no material violations are or have been recorded in respect of any material Permit. (c) No material expenditure is presently required by the Company or any Subsidiary to comply with any existing Requirement of Law or court order, except for the transactions contemplated by this Agreement.

3.7 U.S. Foreign Corrupt Practices Act 1977 (the “FCPA”) . Neither the Company nor any Subsidiary has made, directly or indirectly, any payment or promise to pay, or gift or promise to give, or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to: (a) any foreign official (as such term is defined in the FCPA) for the purpose of influencing any such official or inducing him or her to use his or her influence to affect any act or decision of foreign government, or any agency or subdivision thereof; or (b) any political party or official thereof or candidate for political office for the purpose of influencing any official act of decision of such party, official or candidate or inducing such party, official or candidate to use his, her or its influence to affect any act or decision of a government or agency or subdivision thereof, in the case of both (a) and (b) above in order to assist the Company to obtain or retain business for, or direct business to, the Company in violation of the FCPA.

3.8 Compliance with Indian Requirements of Law . The Company and each Subsidiary have materially complied with all of their respective registration requirements and Indian Requirements of Law, and except as set described in Section 2.3(b), there are no approvals required from any authorities in India for the issue and allotment of the Subscribed Shares to a limited partnership formed under U.S. law .

3.9 No Default or Breach; Material Contracts . Neither the Company nor any Subsidiary is in default under any material contract, nor, to the Company’s knowledge, does any condition exist that with notice or lapse of time or both would constitute a default thereunder. To the Company’s knowledge, (a) no other party to any such material contract is in default thereunder and (b) there exists no condition that with notice or lapse of time or both would constitute a default by such other party thereunder.

3.10 Title to Properties . The Company and each Subsidiary has good title, or holds interests as lessee under leases in full force and effect in, all real property owned or leased by it and material to its business.

3.11 NASDAQ Compliance; Manipulation . The ADSs are duly compliant with all applicable Requirements of Law and are listed on Nasdaq and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the ADSs under the Exchange Act or delisting of the ADSs from the Nasdaq. The Company has complied in all material respects with all Requirements of Law with respect to the issuance of the Subscribed Shares and the listing thereof on the

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Nasdaq. Neither the Company nor any Subsidiary, nor to the best of knowledge of the Company, any Affiliate of the Company, has taken and will, in violation of applicable Requirement of Law, take, any action designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the ADSs or the Equity Shares.

3.12 SEC Reports and Financial Statements . (a) As of the respective dates of their filing with the Securities and Exchange Commission of the United States (the “ Commission ”), all reports, registration statements and other filings, together with any amendments thereto, filed by the Company with the Commission (the “ SEC Reports ”), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, except as disclosed in the SEC Reports. Except as disclosed in the SEC Reports, the SEC Reports did not at the time they were filed with the Commission, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company set forth in its most recent report on Form 20-F filed with the SEC (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States. The Financial Statements present fairly, in all material respects, the financial condition and operating results of the Company as of the date, and during the periods, indicated therein.

3.13 Taxes . (a) The Company and each Subsidiary have paid all Taxes which have come due and are required to be paid by it through the date hereof, and all deficiencies or other additions to Taxes, interest and penalties owed by it in connection with any such Taxes, other than Taxes being disputed by the Company or any Subsidiary in good faith for which adequate reserves have been made in accordance with U.S. GAAP and Indian GAAP (as applicable); (b) the Company and each Subsidiary have timely filed or caused to be filed all returns for Taxes that it is required to file on and through the date hereof (including all applicable extensions), and all such Tax returns are accurate and complete in all material respects; (c) with respect to all Tax returns of the Company, (i) to the best knowledge of the Company, there is no unassessed Tax deficiency proposed or threatened against the Company or any Subsidiary and (ii) no audit is in progress with respect to any return for Taxes, no extension of time is in force with respect to any date on which any return for Taxes was or is to be filed and no waiver or agreement is in force for the extension of time for the assessment or payment of any Tax; (d) all provisions for Tax liabilities of the Company with respect to the Company’s financial statements have been made in accordance with U.S. GAAP and Indian GAAP consistently applied, and all liabilities for Taxes of the Company attributable to periods prior to or ending on the Closing Date have been adequately provided for on the Company’s financial statements; (e) there are no Encumbrances for Taxes on the assets of any Subsidiary; and (f) there is no imposition of, re-assessment, loss of concession, clawback or increase in Taxes proposed in respect of any Subsidiary or which will result from the transactions contemplated by this Agreement.

3.14 Registration Rights . The Company is not under any obligation to register any of its presently outstanding securities or any of its securities which may hereafter be issued under the Securities Act of 1933, as amended (the “ Securities Act ”).

3.15 Shareholder Agreements . The Company is not party to any agreements or arrangements with any of the Company’s shareholders, nor, to the knowledge of the Company, are there any agreements amongst the Company’s shareholders, that grant special rights with respect to any shares of the Company’s capital stock or any voting trusts involving any shares of the Company’s capital stock or any shareholder of the Company.

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3.16 Limiting Agreements . The Company is not a party to any agreement which materially limits its ability to expand its businesses or enter into any new businesses.

3.17 Capitalization . The Subscription Shares, together with the 11,182,600 ADS’s currently held by Satyam shall, as of the date hereof, constitute at least 40% of the total outstanding Equity Shares of the Company (after giving effect to the exercise, conversion or exchange of all outstanding options, warrants and other securities exercisable for, convertible into or exchangeable for Equity Shares).

3.18 Litigation, etc . Except as disclosed in the Company’s filings with the Securities and Exchange Commission, as of the date of this Agreement, there are no material actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, currently threatened against the Company or its properties before any court or governmental agency or any arbitrator, nor, to the knowledge of the Company, is the Company subject to any material writ, injunction or order of any court or government agency or any material order of any arbitrator.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF Infinity Capital

               Infinity Capital hereby represents and warrants to the Company and acknowledges that the Company in entering into this Agreement is relying on the following representations and warranties.

               4.1 Existence and Power . Infinity Capital (a) is a limited partnership duly organized and validly existing under the laws of the jurisdiction of its formation and (b) has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.

               4.2 Authorization; No Contravention . Subject to satisfaction of the Conditions, the execution, delivery and performance by Infinity Capital of this Agreement and each of the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, (a) have been duly authorized by all necessary action, (b) do not contravene the terms of Infinity Capital’s organizational documents, or any amendment thereof, and (c) do not violate, conflict with or result in any breach or contravention of, or the creation of any Encumbrance under, any material contract of Infinity Capital or any United States Requirement of Law applicable to Infinity Capital, and (d) do not violate any court order of any Governmental Authority against, or binding upon, Infinity Capital.

               4.3 Binding Effect . This Agreement and each of the other Transaction Documents to which it is a party have been duly executed and delivered by Infinity Capital and constitutes the legal, valid and binding obligations of Infinity Capital, as the case may be, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

               4.5 Investment Representations . Infinity Capital understands that Subscribed Shares have not been registered under the Securities Act. Infinity Capital also understands that the Subscribed Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Infinity Capital’s representations contained in this Agreement. Infinity Capital hereby represents and warrants as follows:

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               (a)  Infinity Capital Bears Economic Risk . Infinity Capital or its management has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Infinity Capital must bear the economic risk of this investment indefinitely unless the Subscribed Shares may be sold pursuant to an exemption from registration under the Securities Act. Infinity Capital understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Infinity Capital to transfer all or any portion of the Subscribed Shares under the circumstances, in the amounts or at the times Infinity Capital might propose.

               (b)  Acquisition for Own Account . Infinity Capital is acquiring the Subscribed Shares for Infinity Capital’s own account for investment only, and not with a view toward their distribution.

               (d)  Accredited Investor . Infinity Capital represents that it is, and each of its partners is, an “accredited investor” within the meaning of Regulation D under the Securities Act.

               (e)  Company Information . Infinity Capital has received and read the materials provided by the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company. Infinity Capital has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of this investment.

               (f)  Rule 144 . Infinity Capital acknowledges and agrees that the Subscribed Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Infinity Capital has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

               (g)  Ownership . The sole general partner of Infinity Capital is Infinity Capital Venture Management, LLC. The sole limited partner of Infinity Capital is a trust formed for estate planning purposes by Vegesna. The sole member of Infinity Capital Venture Management, LLC is Vegesna or a trust formed for estate planning purposes by Vegesna.

          4.6 Manipulation . Neither Infinity Capital nor, to the best of knowledge of Infinity Capital, any Affiliate of Infinity Capital (including, without limitation, Vegesna), has taken and will, in violation of applicable Requirement of Law, take, any action designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the ADSs or the Equity Shares.

ARTICLE V
INDEMNIFICATION

          5.1 Indemnification . Except as otherwise provided in this Agreement the Company, on one hand, and Infinity Capital, on the other hand, (each, an “ Indemnifying Party ”) agrees to indemnify, defend and hold harmless Infinity Capital, on one hand, and the Company, on the other hand, and in each case its respective Affiliates and its respective officers, directors,

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agents, employees, subsidiaries, partners, members and controlling persons (each, an “ Indemnified Party ”) to the fullest extent permitted by law from and against any and all losses, claims, or written threats thereof (including, without limitation, any claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) or other liabilities (collectively, “ Losses ”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Indemnifying Party in this Agreement.

          5.2 Notification . Each Indemnified Party under this Article V shall, as soon as practicable after the receipt of notice of the commencement of any claim against such Indemnified Party in respect of which indemnity may be sought from the Indemnifying Party under this Article V, notify the Indemnifying Party in writing of the commencement thereof. The failure of any Indemnified Party to so notify the Indemnifying party of any such action shall not affect the rights to indemnification hereunder, except and only to the extent that the Indemnifying Party demonstrates actual material damage caused by such failure. In case any such Claim shall be brought against any Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided , however , that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided , however , that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party (not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such Claim. The Indemnifying Party shall not be liable for any settlement of any Claim effected against an Indemnified Party without its written consent, which consent shall not be unreasonably withheld. The rights accorded to an Indemnified Party hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise; provided , however , that notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing in this Article V shall restrict or limit any rights that any Indemnified Party may have to seek equitable relief.

ARTICLE VI
AFFIRMATIVE AND NEGATIVE COVENANTS

          The Company hereby covenants and agrees with Infinity Capital as follows:

          6.1 Subscribed Shares . The Company acknowledges and agrees that at Closing the Subscribed Shares issued by the Company shall confer on Infinity Capital absolute

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legal and beneficial title to the Subscribed Shares free of Encumbrances (other than Encumbrances resulting from actions of Infinity Capital).

          6.2 Between Signing and Closing . From the date hereof until the date of Closing, the Company:

               (a) shall use its reasonable commercial efforts to conduct its business in a manner so as to ensure that the Company’s warranties shall continue to be true and correct from the date of this Agreement and at all times until and on the Closing Date as if made on and as of the Closing Date other than any warranty expressly limited to an earlier date; and

               (b) shall use its reasonable commercial efforts to conduct its business in a manner so as to assure that no material adverse effect occurs in respect of the condition of the Company.

          6.3 Notice . The Company shall give Infinity Capital prompt and complete notice of any event, condition or circumstance occurring from the date hereof until the Closing Date that would constitute a violation or breach of any Company warranty if such Company warranty (other than any warranty expressly limited to an earlier date) was made as of any date from the date hereof until the Closing Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement. Infinity Capital shall give the Company prompt and complete notice of any event, condition or circumstance occurring from the date hereof until the Closing Date that would constitute a violation or breach of any Infinity Capital warranty if such Infinity Capital warranty (other than any warranty expressly limited to an earlier date) was made as of any date from the date hereof until the Closing Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement. No disclosures made after signing of this Agreement will be deemed to modify the representations and warranties set forth in this Agreement for purposes of the closing conditions set forth in Section 2.3.

ARTICLE VII
EXCLUSIVITY

          Between the date hereof and the Closing, the Company shall not, directly or indirectly, through any associate, adviser, representative or agent take any action to solicit, initiate, seek, entertain, encourage or support any inquiry, proposal or offer from, furnish any information to or participate in any negotiations or discussions with, any third party, or enter into any agreement or arrangement regarding any subscription for issue, allotment, sale of or other disposition of any interest in any Equity Shares or ADSs or otherwise attempt to issue, sell or transfer any Equity Shares or ADSs other than to Infinity Capital, other than the grant of stock options and the issuance of Equity Shares and/or ADSs upon the exercise of outstanding stock options and/or warrants in the ordinary course of business.

ARTICLE VIII
MISCELLANEOUS

          8.1 Notices . All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

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(a)   if to the Company:

Sify Limited
Tidel Park, 2 ^nd Floor
No. 4 Canal Bank Road, Taramani
Chennai — 600113
Telecopy: 91 44 2254 0851
Attention: R Ramaraj

(b)   if to Infinity Capital:

Infinity Capital Ventures, LP
11601 Wilshire Boulevard
Suite 1900
Los Angeles, CA 90025
Attention: Amir Ohebsion

          All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; and when receipt is mechanically acknowledged, if telecopied. Any party may by notice given in accordance with this Section 8.1 designate another address or Person for receipt of notices hereunder.

          8.2 Successors and Assigns; Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to compliance with applicable securities laws to the reasonable satisfaction of the Company and the terms and conditions thereof, Infinity Capital may assign any of its rights under this Agreement or the other Transaction Documents to any of its respective Affiliates upon the giving of five days prior written notice to the Company. The Company may not assign any of its rights under this Agreement without the written consent of Infinity Capital.

          8.3 Amendment and Waiver .

               (a) No failure or delay on the part of the Company or Infinity Capital in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or Infinity Capital at law, in equity or otherwise.

               (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or Infinity Capital from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company and Infinity Capital and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

          8.4 Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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          8.5 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          8.6 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF INDIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS TO LAW OF ANY JURISDICTION.

          8.7 Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

          8.8 Rules of Construction . Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

          8.9 Entire Agreement . This Agreement, together with the exhibits and schedules hereto, and the other Transaction Documents are intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits and schedules hereto, and the other Transaction Documents supersede all prior agreements and understandings between the parties hereto with respect to such subject matter.

          8.10 Public Announcements. Following the date hereof, the Company shall be permitted to issue a press release relating to the transactions contemplated thereby to the extent necessary to comply with its obligations under Requirements of Law. Infinity Capital shall have the opportunity to review and comment on such press release prior to its issuance, which review and comment shall be provided as expeditiously as possible to Infinity Capital, and such press release shall be in form and substance reasonably satisfactory to Infinity Capital. Except as set forth in the previous sentence, neither the Company nor Infinity Capital will issue any press release or make any public statements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto, except to the extent such party reasonably believes such press release or public statement is required by applicable Requirement of Llaw.

          8.11 Further Assurances . Each of the parties hereto shall execute such documents (including, without limitation, purchaser’s receipts required by the Depositary) and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. Without limiting the generality of the foregoing, Infinity Capital shall (a) be present, in person or by proxy, at the Shareholders General Meeting (and any adjournment or postponement thereof) held for the purpose of seeking Shareholder approval of the Shareholder Resolution and (b) vote all Equity Shares and/or ADSs now owned or hereafter acquired by it for approval of the Shareholder Resolution.

          8.12 Termination . This Agreement may be terminated at any time prior to the Closing by the mutual writen consent of the Company and Infinity Capital. Any party may terminate this Agreement by giving written notice to the other parties if (a) the Shareholders fail to approve the Shareholder Resolution at a duly convened meeting of Shareholders or (b)

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the Closing shall not have occurred by January 31, 2006; provided , however , that the right to terminate this Agreement pursuant to this sentence shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the faiure of any Condition. The provisions of this Article VIII shall survive any termination of this Agreement.

(Signature page follows)

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          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Subscription Agreement on the date first written above.

		SIFY LIMITED
		By:		/s/ R. Ramaraj
				Name: R. Ramaraj
				Title: CEO and Managing Director
		INFINITY CAPITAL VENTURES, LP
		By: Infinity Capital Management, LLC,
		Its General Partner
		By:		/s/ Raju Vegesna
				Name: Raju Vegesna
				Title: Member

Exhibit 99.2

STANDSTILL AGREEMENT

          This STANDSTILL AGREEMENT, dated November 10, 2005 (this “ Agreement ”), is by and among:

          1. SIFY LIMITED, a company incorporated under the laws of India and having its principal office at Tidel Park, 2 ^nd Floor, No. 4 Canal Bank Road, Taramani, Chennai — 600 113 (the “ Company ”);

          2. Infinity Capital Ventures, L.P., a limited partnership organized and existing under the laws of the State of Delaware and having its office at 11601 Wilshire Boulevard, Suite 1900, Los Angeles, California 90025 (“ Infinity Capital ”); and

          3. Raju Vegesna, an individual resident in the United States (“ Vegesna ”).

Recitals :

     (A) The Company and Infinity Capital are parties to a Subscription Agreement, dated as of the date hereof (the “ Subscription Agreement ”), pursuant to which the Company will issue and sell to Infinity Capital, and Infinity Capital will acquire from the Company, 6,720,260 Equity Shares or ADSs upon the terms and subject to the conditions set forth therein (the “ New Issue Equity Shares/ADSs ”).

     (B) Concurrently with the execution of this Agreement and the Subscription Agreement, Satyam Computer Services Limited, a company incorporated under the laws of India and having its principal office at Satyam Technology Center, Bahadurpally Village, Qutbullapur Mandal, R.R. District — 500 855, Hyderabad, Andhra Pradesh, India (“ Satyam ”), is selling to Infinity Capital, and Infinity Capital is acquiring from Satyam, an aggregate of 11,182,600 ADSs (the “ Satyam ADSs ” and, together with the New Issue ADSs, the “ Infinity Capital ADSs ”).

     (C) Upon the terms and subject to the conditions set forth in this Agreement, Infinity Capital and Vegesna have agreed that neither Infinity Capital nor its Affiliates (including, without limitation, Vegesna) shall acquire, directly or indirectly, any additional Equity Shares, ADSs or other equity securities of the Company, whether or not the transactions contemplated by the Subscription Agreement are completed.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

          1.1 As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

     “ ADSs ” means mean the American Depositary Shares, issued under the Deposit Agreement, dated October 18, 1999, as amended, by and among the Company, Citibank, N.A., as depositary, and the holders and beneficial owners of ADSs.

     “ Affiliate ” shall mean, with respect to a specified Person, any person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified; provided, however, that for purposes of the beneficial ownership calculations herein (but not the test for affiliated directors), a natural person shall not be deemed an Affiliate of Vagesna solely due to his or her employment with ServerEngines, LLC.

     “ Commission ” means the United States Securities and Exchange Commission.

     “ Equity Shares ” means the ordinary equity shares, par value Rs.10 per share, of the Company as subdivided, consolidated or converted from time to time.

     “ Exchange Act ” means the United States Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “ Person ” means any individual, corporation, company, partnership, limited liability company, joint venture, association or trust of any other entity or organization.

ARTICLE II
FEDERAL SECURITIES LAWS

     2.1 For so long as Vegesna is a director or officer of the Company, he agrees to comply with all policies of the Company applicable to all other directors and/or officers (as the case may be) involving the trading of securities of the Company, including standard trading window policies.

ARTICLE III
STANDSTILL

     3.1 Each of Infinity Capital and Vegesna agree that none of Infinity Capital, Vegesna or any of their respective Affiliates or representatives, acting alone or as part of any group, will, directly or indirectly:

     (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of Equity Shares, ADSs or any other equity securities or any assets of the Company, or any rights or options to acquire any such ownership (“ Company Securities ”);

     (b) form, join, or in any way participate in a “group” (within the meaning of Section 13d(3) of the Exchange Act) with respect to any Company Securities if the aggregate beneficial ownership of the members of the group exceeds 45% of the Company’s outstanding Equity Shares (determined under Rule 13d-3 under the Exchange Act but assuming the exercise, conversion or exchange of all outstanding options, warrants and other securities exercisable for, convertible into or exchangeable for Equity Shares);

     (c) arrange, or in any way participate in, any financing for the purchase of any Company Securities or assets or securities convertible or exchangeable into or exercisable for any Company Securities if the aggregate beneficial ownership of Infinity Capital, Vegesna and their respective Affiliates, together with the Company Securities directly or indirectly purchased through any such financing arranged by any of them, or in which any of them participate, exceeds 45% of the Company’s outstanding Equity Shares (determined under Rule 13d-3 under the Exchange Act but assuming the exercise, conversion or exchange of all outstanding options, warrants and other securities exercisable for, convertible into or exchangeable for Equity Shares);

     (d) fail promptly to refer to the full Board of Directors any Person who expresses serious interest in engaging in any merger, acquisition, exchange offer or liquidation of the

Company or any other acquisition of the Company or any other similar transaction (it being understood, however, that if discussions between Vegesna and a third party involve other topics but become a discussion involving a possible merger, acquisition, exchange offer or liquidation of the Company or any other acquisition of the Company or any other similar transaction, it shall not be a violation of this Agreement provided that Vegesna with reasonable promptness refers that inquiry to the full Board of Directors);

     (e) announce an intention to, make any public filing or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing;

     (f) disclose any intention, plan or arrangement inconsistent with the foregoing; or

     (g) advise, assist or encourage any other Person in connection with any of the foregoing.

3.2 Notwithstanding the restrictions contained in Section 3.1 above:

     (a) Infinity Capital may purchase the Satyam ADSs and may purchase from the Company the New Issue Equity Shares/ADSs in accordance with the provisions of the Subscription Agreement; and

     (b) From and after the closing of the transactions contemplated by the Subscription Agreement or the termination of such agreement with its terms, Infinity Capital, Vegesna and their respective Affiliates may, collectively, acquire Company Securities (in addition to the Infinity Capital Equity Shares/ADSs described in the immediately preceding clause (a)), in the aggregate amount for all such Persons such that, at the time of acquisition, the aggregate beneficial ownership of all such Persons equals not more than 45% of the Company’s outstanding Equity Shares (determined under Rule 13d-3 under the Exchange Act but assuming the exercise, conversion or exchange of all outstanding options, warrants and other securities exercisable for, convertible into or exchangeable for Equity Shares).

       3.3 A waiver of the restrictions contained in this Article III shall only be granted in accordance with the following procedures:

     (a) Should Vegesna or any Affiliate desire to (i) take an action prohibited by Section 3.1 (taking into account the exceptions set forth in Section 3.2) or (ii) purchase Company Securities in excess of that permitted by Section 3.2, a written submission shall be made to the Board of Directors of the Company stating the precise nature of the waiver under this Agreement that is sought, including the identity of the Persons involved. Such request shall be made in private and neither Vegesna nor any Affiliate shall directly or indirectly announce an intention to, make any public filing or enter into any discussion, negotiations, arrangements or understandings with respect to any such waiver. The determination whether or not to grant a waiver shall be made by the Board of Directors of the Company (with Vegesna and any Affiliate of Vegesna then a director abstaining from all such action and the related deliberations) in its sole discretion within 30-days of the receipt of the request for the waiver.

     (b) In the event a waiver is sought under Section 3.3(a)(ii) but not granted, Vegesna may, at any time within 60 days after the related waiver was denied by the Company and upon 15 days advance written notice to the Company (which notice shall be confidential in the same manner as provided for in Section 3.3(a)), commence an open offer under Indian, United States and all other applicable securities, corporate and other laws to purchase all Equity Shares and ADS of the Company not then beneficially owned by Vegesna and his Affiliates which offer shall be (i) solely for cash, (ii) conducted in accordance with the tender offer provisions of the United States securities laws (including, without limitation, Section 14(d) of the Exchange Act) with respect to holders of ADSs; provided, however, that if an unrelated third party is then conducting a tender offer for all Equity Shares and related ADSs and such third party is not required to comply with such United States securities laws, then Vegesna and his Affiliates shall not be required to comply with such laws solely by operation of this Section 3.3(b)(ii), and (iii) conditioned upon the tender and purchase of not less than a majority of all Equity Shares of the Company (whether as such or represented by ADSs) held by all shareholders not affiliated with Vegesna as of the date the offer is commenced. All determinations regarding such offer (including, without limitation, whether to recommend that shareholders accept or reject such offer) shall be made by the Board of Directors of the Company (with Vegesna and any Affiliate of Vegesna then a director abstaining from all such action and the related deliberations) in its sole discretion.

     3.4 Each of Infinity Capital and Vegesna agree that none of Infinity Capital, Vegesna or any of their respective Affiliates or representatives, acting alone or as part of any group, will, directly or indirectly, vote or fail to vote any Company Securities in their control in a manner that causes the Company to violate Sections 4350(c) or 4350(d) of the NASD Marketplace Rules (without regard to any “controlled company” exemption).

     3.5 Upon request, the Company shall within two business days confirm to Vegesna the number of Equity Shares issued and outstanding for purposes of the calculating the amount of beneficial ownership under this Agreement.

ARTICLE IV
MISCELLANEOUS

     4.1 Notices . All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

(a)  if to the Company:

Sify Limited
Tidel Park, 2nd Floor
No. 4 Canal Bank Road, Taramani
Chennai — 600113
India
Telecopy: 91 44 2254 0851
Attention: R Ramaraj

(b)  if to Infinity Capital or Vegesna:

c/o Infinity Capital
11601 Wilshire Boulevard
Suite 1900
Los Angeles, California 90025
USA

             Attention: Amir Ohebsion, Esq.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; and when receipt is mechanically acknowledged, if telecopied. Any party may by notice given in accordance with this Section 4.1 designate another address or Person for receipt of notices hereunder.

     4.2 Successors and Assigns . Neither Infinity Capital nor Vegesna may assign any of its respective rights or obligations under this Agreement without the prior written consent of the Company. Except as provided for in Section 2.2, nothing herein shall restrict Infinity Capital or Vegesna, or any of their respective Affiliates, from entering into a transaction involving any sale by Infinity Capital or Vegesna of Company Securities. The restrictions set forth herein shall terminate with respect to any securities sold by Vegesna, Infinity Capital or any of their respective Affiliates to any third party that is not an Affiliate of Infinity Capital or Vegesna in a bona fide sale transaction in which no party restricted hereunder retains any direct or indirect beneficial interest in such securities.

     4.3 Amendment and Waiver .

     (a) No failure or delay on the part of the Company, Infinity Capital or Vegesna in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company, Infinity Capital or Vegesna at law, in equity or otherwise.

     (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company, Infinity Capital or Vegesna from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Company (and approved by the Board of Directors of the Company, with Vegesna and any Affiliate of Vegesna then a director abstaining from all such action and the related deliberations), Infinity Capital and Vegesna in accordance with the procedures provided for in this Agreement and (ii) only in the specific instance and for the specific purpose for which made or given.

     4.4 Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     4.5 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     4.6 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF INDIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS TO LAW OF ANY JURISDICTION.

     4.7 Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

     4.8 Rules of Construction . Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

     4.9 Entire Agreement . This Agreement is intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to such subject matter.

     4.10. Enforcement; Remedies . The Company may, without limiting its remedies at law or in equity, enforce the restrictions contained in this Agreement through legends on Equity Shares/ADS certificates (solely to identify such as restricted securities), entries in its books and records, stop transfer instructions and similar remedies for the purposes of preventing the acquisition of Company Securities in contravention of this Agreement. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party hereunder will be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of any one remedy will not preclude the exercise of any other. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction.

     4.11 Further Assurances . Each of the parties hereto shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

     4.12 Termination . The Agreement shall terminate at such time as Vegesna, Infinity Capital and their respective Affiliates no longer beneficially own 10% or more of the Company’s outstanding Equity Securities (determined under Rule 13d-3 under the Exchange Act).

(Signature page follows)

     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Standstill Agreement on the date first written above.

SIFY LIMITED
By:	/s/ R. Ramaraj
	Name: R. Ramaraj
	Title: CEO and Managing Director
INFINITY CAPITAL VENTURES, L.P.
By: Infinity Capital Management, LLC,
Its General Partner
By:	/s/ Raju Vegesna
	Name: Raju Vegesna
	Title: Member
VEGESNA
/s/ Raju Vegesna
Raju Vegesna

Exhibit 99.3

Press Release

Silicon Valley Entrepreneur Raju Vegesna’s Investment Partnership to infuse Rs 1721 million into Sify in addition to acquiring Satyam’s 31.61% share

Investment a vote of confidence in company’s performance and future

      Chennai, Thursday, November 10 ^th , 2005. Sify Limited (Nasdaq National Market: SIFY), India’s premier Internet, network and eCommerce services company, and Satyam Computer Services Limited (NYSE:SAY), announced today the acquisition of Satyam’s 31.61% of Sify’s shares for US $5.60 per share in cash by Infinity Capital Ventures, LP, a company controlled by Silicon Valley entrepreneur Raju Vegesna. The total purchase price for the Satyam shares is US $62.6 million.

     In a separate transaction, Infinity Capital also agreed to purchase directly from Sify approximately 6.7 million newly-issued shares at a purchase price of Rs 256.09 (about US $5.60) per share in cash. The closing of the direct purchase from Sify, representing an additional investment of Rs 1721 million (about US $ 37 million at an exchange rate of Rs 45.73), is expected to occur in late 2005 upon receipt of stockholder and regulatory approvals. The sale of the Satyam shares has been completed and is not contingent on the Sify issuance. The total position will represent approximately a 40% ownership interest in Sify.

      Commenting on the acquisition of Satyam’s shares in Sify, Mr. Raju Vegesna said , “Sify has done very well to innovate and grow its businesses in Internet and network services in India. The company represents the right fit in terms of market opportunity, innovation and leadership in this fast growing market, and I am excited at the prospect of helping Sify realize its great potential by building upon its market-leading iWay cyber café and Enterprise Solutions business segments while further exploiting Sify’s expertise in Internet and network technologies.”

     Mr. Vegesna further noted that, “Sify’s existing core businesses provide a strong platform for future growth both organically and through possible acquisitions — growth that I hope to help enable with, among other things, the infusion of Rs 1721 Million in new capital, strategic inputs and assistance in developing alliances with other innovators in this space. Among other things, these contributions should help Sify leverage its expertise and experience into new business opportunities by supporting the company’s efforts to expand its international operations.”

      Commenting on the transaction Mr. B. Ramalinga Raju, Chairman of Satyam Computer Services Ltd., said , “The move would enable Satyam to further focus on its core business and unlock the value of its investment. Leveraging Satyam’s brand and committed support, Sify has emerged as a strong player in the data and network space in India. I am sure that Sify’s management team will continue to scale up Sify’s growth with the active support of the new investor.”

     Satyam’s divestiture is in line with its stated objective to emerge as pure play IT services and Solutions Company. As against its original investment of US $ 5 million in Sify, Satyam has received a total consideration of about US $117 million till date, making it a highly successful and value creating investment for Satyam’s shareholders.

      Mr R Ramaraj, MD & CEO of Sify Limited said, “We have always enjoyed a strong supportive relationship with Satyam. We are particularly happy that Satyam is divesting to a strategic investor with a long-term interest in Sify’s growth and future. We look forward to working closely with Mr Raju Vegesna to build on Sify’s track record of growth, quality standards and innovative services, and to continue to lead the market in India and internationally.”

     Sify has zero debt and will have cash on hand of about Rs 2863 million (about US $62 million at an exchange rate of Rs45.73) post infusion. With this additional investment of Rs 1721 million, Sify’s

equity base will expand by 6.7 million shares for a total of 44.8 million shares on a fully diluted basis including stock options outstanding. In connection with the transaction, Sify agreed to appoint Mr. Vegesna as Chairman, and an additional person to be designated by him to its board of directors.

     The company, already a leader in its key lines of business, now has additional resources and capital to build on its leadership position for growth and profitability. Sify will continue to focus on three broad areas: consumer services including portals and Internet access, corporate services and international IT infrastructure management services. The company will look at investing to enhance its capability in the portals space, in network expansion and quality of service delivery, innovative service products and acquisitions for growth.

About Raju Vegesna:

     Raju Vegesna is a highly respected Silicon Valley entrepreneur who has founded several leading edge technology companies, including ServerWorks Corporation, which was acquired by Broadcom in 2001 for a total consideration of approximately $1.8 billion. After that acquisition, post a brief stint with Broadcom, Mr. Vegesna founded and currently serves as CEO and Chairman of ServerEngines, LLC, a rapidly growing Silicon Valley-based company engaged in the development of innovative enterprise computing products. Mr. Vegesna’s proven track record gives ample evidence of his widely acknowledged determination, management acumen, technical expertise, and creativity.

     Mr. Vegesna, who is also an active investor in emerging and key technology companies, believes that India has tremendous growth potential and will emerge as a strong competitor to developed nations – indeed, as a major global economic force — within the next 15 to 20 years. He anticipates that this economic growth will be accompanied by rapid penetration of technology into people’s everyday lives, as is already evident in the large and growing mobile phone subscriber base in India, and that growth in Internet penetration as the preferred channel for voice and data communication will soon follow, given the Indian government’s focus on ensuring Internet penetration to enhance economic competitiveness and growth. Mr. Vegesna is excited at the prospect of partnering with Sify in this evolving and rapidly growing market opportunity, as well as in leveraging Sify’s capabilities internationally.

About Satyam Computer Services:

     Satyam Computer Services Ltd. (NYSE: SAY) is a global IT consulting and services provider, offering a range of expertise aimed at helping customers re-engineer and re-invent their businesses to compete successfully in an ever-changing marketplace. Over 22,000* highly-skilled professionals in Satyam work onsite, offsite, offshore and near shore, to provide customized IT solutions for companies in several industry sectors. Satyam’s ideas and products have resulted in technology-intensive transformations that have met the most stringent international quality standards. Satyam Development Centers in India, the USA, the UK, the UAE, Canada, Hungary, Malaysia, Singapore, China, Japan and Australia serve 429* global companies, of which 149* are Fortune Global 500 and Fortune US 500 corporations. Satyam’s presence spans 53 countries, across six continents. For more information visit us at: www.satyam.com

About Sify Limited:

     Sify is among the largest Internet, network and e-Commerce services companies in India, offering end-to-end solutions with a comprehensive range of products delivered over a common Internet backbone infrastructure. This Internet backbone reaches 146 cities and towns in India. A significant part of the company’s revenue is derived from Corporate Services, which include corporate connectivity, network and communications solutions, security, network management services and hosting. A host of blue chip customers use Sify’s corporate service offerings. Consumer services include broadband home access, dial up connectivity and the iWay cyber café chain across 132 cities and towns. The company’s network services, data center operations and customer relationship management are accredited ISO 9001:2000.

     For more information about Sify, visit www.sifycorp.com

Forward Looking Statements :

     This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein are subject to risks and uncertainties that could cause

actual results to differ materially from those reflected in the forward-looking statements. Sify undertakes no duty to update any forward-looking statements.

     For a discussion of the risks associated with Sify’s business, please see the discussion under the caption “Risks Related to Our Business” in the company’s report on Form 6-K for the quarter ended June 30, 2005 which has been filed with the United States Securities and Exchange Commission and is available by accessing the database maintained by the SEC at www.sec.gov.

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