UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 2, 2024
Cartica Acquisition Corp
(Exact name of registrant as specified in its
charter)
Cayman Islands |
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001-41198 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1345 Avenue of the Americas, 11th Floor
New York, NY
(Address of principal executive offices)
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10105
(Zip Code) |
+1
(202) 741-3677
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any
of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant |
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CITEU |
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The Nasdaq Stock Market LLC |
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Class A Ordinary Shares, par value $0.0001 per share |
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CITE |
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The Nasdaq Stock Market LLC |
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Redeemable Warrants |
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CITEW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
As
previously disclosed, on June 24, 2024, Cartica Acquisition Corp, a Cayman Islands exempted company (“Cartica”), entered
into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among Cartica, Nidar Infrastructure Limited, a Cayman Islands exempted company (“Nidar”),
and Yotta Data and Cloud Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Nidar (“Merger Sub”).
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Cartica (such merger, the “First Merger”),
with Cartica surviving the First Merger as a wholly owned subsidiary of Nidar (Cartica, as the surviving entity of the First Merger, the
“Surviving Entity”). Immediately following the consummation of the First Merger, the Surviving Entity will merge with
and into Nidar (such merger, the “Second Merger”), with Nidar surviving the Second Merger (such
company, as the surviving entity of the Second Merger, the “Surviving Company”
and, such transactions, collectively, the “Business Combination”).
Attached
hereto as Exhibit 99.1 and incorporated by reference herein is an investor presentation, which provides an overview of Nidar and certain
information regarding the Business Combination and supersedes the investor presentation included as Exhibit 99.2 to the Current Report
on Form 8-K filed by Cartica with the Securities and Exchange Commission (“SEC”) on June 24, 2024.
In accordance
with General Instructions B.2 and B.6 of Form 8-K, Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall they be deemed incorporated by reference into any filing made by Cartica or Nidar under the Exchange Act or the
Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference
in such a filing.
Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the Business
Combination and certain agreements entered into in connection therewith. The forward-looking statements contained in this Current Report
on Form 8-K reflect Cartica’s current views about future events and are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking
statement. Cartica does not guarantee that the transactions and events described will happen as described (or that they will happen at
all). In particular, there can be no assurance that the Business Combination will close in a timely manner or at all. These forward-looking
statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business,
market, financial, political, and legal conditions; the occurrence of any event, change or other circumstances that could give rise to
the termination of the Business Combination; the outcome of any legal proceedings that may be instituted against Cartica, Nidar, the Surviving
Company or others following the announcement of the Business Combination; the inability of Nidar to obtain commitments from third parties
to make private investments in public equity in the form of Nidar’s
ordinary shares in the amount contemplated by the Business Combination Agreement; the amount of redemptions by Cartica’s
public shareholders in connection with the Business Combination; the inability to complete the Business Combination due to the failure
to obtain approval of the shareholders of Cartica or to satisfy other conditions to closing; changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; the ability to meet the applicable stock exchange listing standards following the consummation
of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Nidar as a result of the
announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition and the ability of the Surviving Company to grow and manage growth profitably,
maintain relationships with customers and retain its management and key employees; costs related to the Business Combination; changes
in applicable laws or regulations; Nidar’s estimates of expenses and profitability and underlying assumptions with respect to shareholder
redemptions and purchase price and other adjustments; any downturn or volatility in economic conditions; changes in the competitive environment
affecting Nidar or its customers, including Nidar’s inability to introduce new services or technologies; the impact of pricing pressure
and erosion; supply chain risks; risks to Nidar’s ability to protect its intellectual property and avoid infringement by others,
or claims of infringement against Nidar; the possibility that Cartica or Nidar may be adversely affected by other economic, business and/or
competitive factors; Nidar’s estimates of its financial performance; and other risks and uncertainties set forth in the sections
entitled “Risk Factors” and “Forward Looking Statements” in the Registration Statement (as defined below) and
in reports Cartica files with the SEC. If any of these risks materialize or Cartica’s assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Cartica’s
good faith beliefs, they are not guarantees of future performance. Cartica disclaims any obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after
the date of this Current Report on Form 8-K, except as required by applicable law. You should not place undue reliance on any forward-looking
statements, which are based only on information currently available to Cartica.
Additional Information and Where to Find It
In connection with the Business Combination, Cartica
and Nidar prepared, and Nidar has filed, a Registration Statement on Form F-4 (the “Registration Statement”) containing
a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to Cartica’s
shareholders in connection with Cartica’s solicitation of proxies for the vote by Cartica’s shareholders with respect to the
Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer
and sale of the securities to be issued in connection with the Business Combination. Once the Registration Statement is declared effective,
Cartica will mail the definitive proxy statement/prospectus and other relevant documents to its shareholders as of a record date to be
established for voting on the Business Combination. This Current Report on Form 8-K is not a substitute for the Registration Statement,
the definitive proxy statement/prospectus or any other document that Cartica will send to its shareholders in connection with the Business
Combination. Investors and security holders are urged to read the preliminary proxy statement/prospectus in connection with Cartica’s
solicitation of proxies for its Extraordinary General Meeting to be held to approve the Business Combination (and related matters) and,
when available, general amendments thereto and the definitive proxy statement/prospectus because the proxy statement/prospectus contains
important information about the Business Combination and the parties to the Business Combination.
Copies
of the preliminary proxy statement/prospectus and, once available, the definitive proxy statement/prospectus and other documents filed
by Cartica or Nidar with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Investors
and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Cartica or Nidar through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Cartica and its directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Cartica’s shareholders in connection with the Business Combination. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of Cartica’s shareholders in connection with the Business Combination is in
the Registration Statement, including the preliminary proxy statement/prospectus. Investors and security holders may obtain more detailed
information regarding the names and interests in the Business Combination of Cartica’s directors and officers in Cartica’s
filings with the SEC and such information is also in the Registration Statement, which includes the preliminary proxy statement/prospectus
of Cartica for the Business Combination. These documents can be obtained free of charge at the SEC’s website at www.sec.gov.
Nidar and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Cartica in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination is included in the Registration Statement, which includes the preliminary proxy statement/prospectus for the
Business Combination.
No Offer or Solicitation
This Current
Report on Form 8-K relates to the Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall
there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom, and otherwise
in accordance with applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. |
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Description |
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99.1 |
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Investor
Presentation |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARTICA ACQUISITION CORP |
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Date: December 2, 2024 |
By: |
/s/ Suresh Guduru |
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Name: |
Suresh Guduru |
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Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
| INDIA’S LEADING DATA CENTER PROVIDER
FOR AI AND HIGH PERFORMANCE COMPUTE |
| CONFIDENTIAL | 2
DISCLAIMERS
This “Presentation” is for informational purposes only. Refer to the Glossary on Slide 58 of this Presentation for certain defined terms used herein. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any
securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with
respect to a potential business combination between Cartica Acquisition Corp (“Cartica”) and Nidar Infrastructure Limited (together with its subsidiaries, “Nidar”) and the related transactions (the “Proposed Business Combination”) and for
no other purpose. These materials are exclusively for the use of the party or the parties to whom they have been provided by representatives of Cartica and Nidar. This Presentation supersedes and replaces all previous oral or written
communications relating to the subject matter hereof. Information disclosed in this Presentation is current as of September 30, 2024, except as otherwise provided herein, and neither Nidar nor Cartica undertakes or agrees to update this
Presentation after the date hereof. By your acceptance of this Presentation, you acknowledge that applicable securities laws restrict a person from purchasing or selling securities of a person with tradeable securities and from communicating
such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Certain information included herein describes or assumes the expected terms that will
be included in the agreements to be entered into by the parties to the Proposed Business Combination. Such agreements are under negotiation and subject to change. The consummation of the Proposed Business Combination is also subject to
other various risks and contingencies, including customary closing conditions. There can be no assurance that the Proposed Business Combination will be consummated with the terms described herein or otherwise. As such, the subject matter
of these materials is evolving and is subject to further change by Cartica and Nidar in their joint and absolute discretion. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the Proposed Business Combination presented herein or determined that this Presentation is truthful or complete. No representations or warranties, express or implied, are given in, or in
respect of, this Presentation, and no person may rely on any of the information or projections contained herein. To the fullest extent permitted by law, in no circumstances will Cartica, Nidar, any placement agent, any financial advisor or any
of their respective subsidiaries, shareholders, affiliates, representatives, directors, officers, employees, advisers or agents be responsible or liable, including for a direct, indirect or consequential loss or loss of profit arising from the use of this
Presentation, its contents, its omissions, reliance on the information contained within it, or any opinions communicated in relation thereto or otherwise arising in connection therewith.
Forward-Looking Statements
This Presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “estimate,” plan,” project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future
events or trends that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding
expectations of Nidar or Cartica concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic
performance and developments in the capital and credit markets, as well as any information concerning possible, assumed, estimated or expected future operations and future financial performance of Nidar and Yotta Data Services. Forward-looking statements also include statements regarding the expected benefits of the Proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current
expectations of management of Cartica, Nidar and Cartica Acquisitions Partners, LLC (the “Sponsor”) and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of Cartica, Nidar and the Sponsor. You should carefully consider the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in Cartica’s final prospectus relating to its initial public offering dated January 4, 2022, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition, there are risks and
uncertainties described in the Registration Statement on Form F-4 filed with the SEC on November 13, 2024, by Nidar in connection with the Proposed Business Combination (as amended from time to time, the “Registration Statement”) and
in the other documents filed by Nidar from time to time with the SEC. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the
inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
materially and adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of shareholders is not obtained; failure to realize the anticipated benefits of the Proposed Business
Combination; risks relating to the uncertainty of the projected financial information with respect to Nidar; any downturn or volatility in economic conditions, including inflation; risks related to the rollout of Nidar’s business and the timing of
expected business milestones, and to relationships with customers; the effects of competition on Nidar’s future business; risks related to Nidar’s ability to protect its intellectual property and avoid infringement by others, or claims of
infringement against it; disruption of Nidar’s relationships with its customers, business partners and others resulting from the announcement of the Proposed Business Combination; the amount of redemption requests made by Cartica’s public
shareholders; the ability of Cartica or the combined company to issue equity or equity-linked securities in connection with the Proposed Business Combination or in the future. If any of these risks materialize or Nidar’s assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Cartica nor Nidar presently know or that they currently believe are immaterial that could
also cause actual results to differ, potentially materially, from those contained in or implied by the forward-looking statements. In addition, forward-looking statements reflect Cartica’s and Nidar’s expectations, plans or forecasts of future
events and views as of the date of this Presentation. There may be additional risks that Cartica and Nidar do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements. While Cartica or Nidar may elect to update these forward-looking statements at some point in the future, Cartica and Nidar specifically disclaim any obligation to do so. These forward-looking statements should
not be relied upon as representing Cartica’s or Nidar’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. |
| CONFIDENTIAL | 3
DISCLAIMERS (CONT’D.)
Financial Information; Non-IFRS Financial Measures
The financial information contained in this Presentation has been taken from, or prepared based on, the historical financial statements of Nidar for the periods presented. Nidar’s historical financial information is prepared in accordance with
international financial reporting standards (“IFRS”). Such information has been audited in accordance with Public Company Oversight Board (“PCAOB”) standards. Certain monetary amounts, percentages and other figures included in this
Presentation have been subject to rounding adjustments. Certain other amounts that appear in this Presentation may not sum due to rounding.
This Presentation includes certain financial measures not presented in accordance with IFRS, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA margin, Core Revenue, Core EBITDA, Non-Core
Revenue and Non-Core EBITDA. These non-IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing Nidar’s financial results.
Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that Nidar’s
presentation of these measures may not be comparable to similarly titled measures used by other companies. Nidar believes these non-IFRS measures of financial results provide useful information to management and investors regarding
certain financial and business trends relating to Nidar’s financial condition and results of operations. A reconciliation of non-IFRS financial measures used in this Presentation to the most directly comparable IFRS financial measures is
included in the Appendix beginning on Slide 57 with respect to historical financial information but is not included with respect to forecasted financial information.
This Presentation contains financial forecasts for Nidar (including Yotta Data Services) with respect to certain financial results for Nidar’s fiscal years through 2026. Neither Cartica’s nor Nidar’s independent auditors have audited, studied,
reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect
thereto for the purpose of this Presentation. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. See “Forward-Looking Statements” on Slide 2 of this Presentation.
In this Presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are
inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Nidar or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the
prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
This Presentation also includes certain projections of non-IFRS financial measures, including EBITDA, EBITDA margin, Core Revenue, Core EBITDA, Non-Core Revenue and Non-Core EBITDA. Due to the high variability and difficulty
in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Nidar is unable to quantify certain
amounts that would be required to be included in the most directly comparable IFRS financial measures without unreasonable effort. Consequently, no disclosure of the projected most directly comparable IFRS measures is included, and no
reconciliation of forward-looking EBITDA and EBITDA margin to the most directly comparable IFRS measures is included.
Industry and Market Data; Trademarks
This Presentation has been prepared by Nidar and Cartica and includes market data and other statistical information from sources believed by Nidar and Cartica to be reliable, including independent industry publications, governmental
publications or other published independent sources. Some data is also based on the good faith estimates of Nidar and Cartica, which are derived from their review of internal sources as well as the independent sources described above. While
Nidar is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors. No representations or warranties expressed or implied are
given in, or in respect of, this Presentation. Although Nidar and Cartica believe these sources are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness. As such, this information is
subject to change. Recipients of this Presentation should not consider its contents, or any prior or subsequent communications from or with Nidar, Cartica or the Sponsor or their respective representatives as investment, legal or tax advice.
Nidar and Cartica own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade
names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to and does not imply a relationship with
Nidar and Cartica, or an endorsement or sponsorship by or of Nidar and Cartica. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such
references are not intended to indicate, in any way, that Nidar and Cartica will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Additional Information and Where to Find It
This Presentation relates to the Proposed Business Combination. This Presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Nidar has filed the Registration Statement, which includes a proxy statement and
prospectus. The proxy statement/prospectus will be sent to all Cartica shareholders. Nidar and Cartica also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security
holders of Cartica are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become
available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus, and all other relevant documents filed or that will be
filed with the SEC by Nidar and/or Cartica through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Cartica may be obtained free of charge from Cartica’s website at https://carticaspac.com/investor-resources/ or by written request to Cartica at Cartica Acquisition Corp, c/o Morrison & Foerster LLP, 2100 L Street, NW, Suite 900, Washington, DC 20037.
Participants in Solicitation
Cartica, Nidar and their respective directors, managers and officer may be deemed participants in the solicitation of proxies of shareholders in connection with the Proposed Business Combination. Cartica shareholders and other interested
persons may obtain more detailed information regarding the directors, managers and officers of Cartica in Cartica’s filings with the SEC, which may be obtained, without charge, on the website maintained by the SEC at www.sec.gov.
Additional information will be available in the definitive proxy statement included in the Registration Statement when it becomes available.
No Offer or Solicitation
This Presentation relates to the Proposed Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the
Proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom, and otherwise in accordance with applicable law.
Risk Factors
For a description of the risks relating to Nidar, Yotta Data Services, Cartica and the Proposed Business Combination, please see the “Risk Factors” in the Appendix to this Presentation. |
| TABLE OF CONTENTS
I. INTRODUCTION & OPPORTUNITY OVERVIEW
II. KEY INVESTMENT HIGHLIGHTS
III. BUSINESS OVERVIEW
I. DATA CENTERS
II. AI SERVICES
IV. FINANCIAL OVERVIEW
V. APPENDIX
TABLE OF CONTENTS |
| I. INTRODUCTION & OPPORTUNITY OVERVIEW |
| CONFIDENTIAL | 6
YOTTA OPPORTUNITY OVERVIEW
A leading player from data center colocation to compute, seeking a capital raise to fuel expansion in a critical industry
1. The Company’s FY 2026 ends on March 31, 2026
2. Assumes redemptions of 14% of Cartica's public shares (which is 50% of the maximum redemptions permitted by Cartica's charter in connection with the transaction) and a redemption
price assumed to be $11.72 at closing; 14% represents total Cartica Class A shares
3. Equity value is based an agreed Enterprise Value and derived on the following assumptions: (A) the maximum net debt ($1.325bn) permitted by the agreement and plan of merger
related to the Proposed Business Combination (the “Business Combination Agreement”) being the actual net debt of Nidar at closing and (B) zero Nidar cash at closing; actual equity
value will depend on net debt and cash at closing. See Slide 9 for the calculation of the implied enterprise value
Transaction Highlights
Sources & Uses3
Company Overview
Portfolio Overview
Yotta Data Services (“Yotta,” “Nidar” or “the Company”) is a top-tier
data center developer in India
Yotta is an expert in the design, build and operation of Tier III & IV data
centers
Yotta provides value-add proprietary cloud and managed services
purpose-built for the cloud revolution in India
Yotta has an emerging service business underpinned by access to NVIDIA
chips
Yotta is one of only a few NVIDIA Cloud Providers (NCP) – Elite
Partners in APAC
Relationship with Nidar Utilities allows Yotta to execute power delivery
from their owned substations to each existing data center campus without
reliance on unaffiliated third parties
Yotta has active data centers at three locations with live IT capacity of
~42 MW and potential IT capacity of ~530 MW at these locations
There are four additional planned data center locations, which would see
Yotta feature a portfolio with a potential IT capacity of ~890MW
Yotta’s mix of hyperscaler and colocation contracts, enterprise services and
ongoing delivery of AI infrastructure with NVIDIA H100 GPUs allows
the company to diversify its revenue mix and capture the upside of AI
Currently at 4,096 NVIDIA H100 GPUs, Yotta has orders placed for an
additional batch of 4,096 GPUs, expected to be delivered by December
2024 and seeks to have over 32,000 GPUs to support what would be
India’s largest supercomputing infrastructure
Cartica Acquisition Corp (NASDAQ: CITE, CITEW, CITEU)
(“Cartica”) has agreed to merge with Yotta
Transaction attributes to Yotta an enterprise value of ~$4.2bn
Current Yotta shareholders are expected to retain ~82.6% ownership in
Yotta (assuming redemption of 14% of Cartica’s public shares, which is
50% of the maximum redemptions permitted by Cartica’s charter in
connection with the transaction) and roll 100% of their equity interest
into the pro forma company
PIPE transaction is expected to result in $475mm of cash added to
Yotta’s balance sheet to fund its business plan
Summary Metrics
EV / 2026E1 EBITDA – 15.5x
Sources
($ in mm)
$23
500
2,750
$3,272
Uses
($ in mm)
$475
23
25
2,750
$3,272
Transaction Fees
Nidar Equity Rollover3
Total Uses
Estimated PIPE Fees
Cartica Cash in Trust2
Estimated New PIPE Investment
Nidar Equity Rollover3
Total Sources
Cash to Balance Sheet |
| CONFIDENTIAL | 7
1.44 1.45 1.47 1.48 1.49 1.50
2024 2025 2026 2027 2028 2029
$6.4T
$4,281
1987 1993 1999 2005 2011 2017 2023 2029E
Gross Domestic Product (GDP) in India Per Capita
INDIA AT A GLANCE
India is one of the fastest growing large economies in the world as a result of a growing population and the expansion of IT services sector
16.7%
25.7%
48.4%
1. Figures from Economic Times of India and Government of India-provided statistics
2. Excluding years impacted by the COVID-19 pandemic in 2019-2021
Projected Population Growth1
GDP Distribution across Sectors (2022)1
India’s Economic Overview1
GDP Growth 1987-20291
India’s economy has been subject to considerable growth since the early
1990s, with a GDP growth rate consistently above 5.0% annually2
Key industries include agriculture, mining, retail and IT
India’s IT industry is continuing to surge with over $193bn in export
value generated in 2023
Inward foreign direct investment to India reached ~$71.0bn in 2023
India’s population is estimated to be the largest in the world
(in billions)
(GDP in USD Trillions; Per capita in USD)
Services
Industry
Agriculture
Legend
India’s GDP in 2029 is expected to be $6.4T, with
a CAGR of 7.7% from 1987
GDP is expected to be $4,281 per capita by 2029 |
| CONFIDENTIAL | 8
EXPANSIVE MARKET OPPORTUNITY
Yotta takes advantage of key secular tailwinds in India
Data Centers Are Expected to See Continued Growth
India is a leader in AI development,
with the 10th most private
investments into AI in 2023
Indian IT MW Supply1
India is Home to a Large Number of AI startups
Private Investments into AI – 20233($bn)
• India's AI market is experiencing significant growth, characterized by:
‒ Substantial investments, supported by well-established technology and
research infrastructure
‒ Leading AI skills labor force, boasting the highest rate of AI “Skill
Penetration” 3
‒ Enterprises in India are using AI at world-leading rates; India is ranked
as the second highest in terms of businesses adopting AI technologies,
according to IBM's Enterprise AI Adoption Survey4
• Data center capacity is expected to continue growing at an accelerated rate due
to the following factors:
‒ Growing mobile data usage, increased adoption of cloud computing,
emerging requirements for data localization and growing IoT adoption
‒ Data center availability per capita in India is considerably lower than
Western counterparts; significant data center investment will be needed to
remedy this
Projected 15% CAGR between ’25 – ’27 vs. that of the
U.S., which is expected to grow at 12% CAGR2
1. JLL: Data Centre in India: 2022 year-end update and three-year outlook (April 17, 2023) – JLL provided data for 2019, 2022 and 2025, while this presentation assumes a linear increase in-between and after these years
2. Green Street: Global Data Center Outlook (April 16, 2024); U.S. CAGR from 2024E-2028E
3. Stanford AI Index: Artificial Intelligence Index Report 2024
4. IBM: Global AI Adoption Index (November 2023)
0.7
1.1
1.4
1.4
1.5
1.6
1.7
1.9
1.9
3.8
7.8
67.2
Japan
Singapore
India
South Korea
Israel
Canada
France
Sweden
Germany
United Kingdom
China
United States
Projected 23% CAGR
between ‘19 – ’27
350
474
598
722
948
1,174
1,400
1,626
1,852
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2019 2020 2021 2022 2023 2024 2025 2026 2027 |
| CONFIDENTIAL | 9
Pro Forma Ownership Pro Forma Shares Pro Forma % Amount ($)
($, shares in mm)
Cartica Public Shareholders 1.929 0.7% $22.6
PIPE Investors 42.700 15.0% 500.4
Public Warrants 0.200 0.1% 2.3
Private Warrants 0.300 0.1% 3.5
Sponsor Shares 4.428 1.6% 51.9
Nidar Shareholders 234.600 82.6% 2,749.5
Total 284.157 100.0% $3,330.3
Sources & Uses
TRANSACTION OVERVIEW
Funds to be used for continued growth of the business
Commentary Pro Forma Ownership
• Implied pro forma enterprise value of ~$4.2bn
• Current Yotta shareholders are expected to retain approximately
82.6% ownership in Yotta (assuming redemptions of 14% of
Cartica's public shares, which is 50% of the maximum redemptions
permitted by Cartica's charter in connection with the transaction)
and roll 100% of their equity interests into the pro forma company
• Transaction is expected to result in approximately $475mm of cash
added to Yotta’s balance sheet to go towards funding its business
plan
• Yotta’s net debt at closing is expected to be ~$853mm inclusive of
$288.1mm of unsecured perpetual debt outstanding (estimated as
of Q2 FY2025)
Implied Pro Forma Enterprise Value
1. At the redemption price/share valuation assumed to be $11.72 at closing
2. Assumes redemptions of 14% of Cartica's public shares (which is 50% of the maximum redemptions permitted by Cartica's charter in connection with the transaction); 14%
represents total Cartica Class A shares
3. Includes 1.0mm shares to be allocated to investors who agreed not to redeem their Cartica shares in connection with Cartica’s shareholder vote on June 30, 2023, approving the
extension of Cartica’s deadline to consummate a business combination to April 7, 2024. Includes 4.1mm shares subject to forfeiture based on certain financing events and certain
trading price increases as described further in the Registration Statement
Note: Tables do not include 27.4mm of outstanding warrants (11.5mm public warrants and 15.9mm private
placement warrants), each with an exercise price of $11.50 and which are not currently exercisable
1. As of Q4 FY 2025, when the PIPE transaction is scheduled to occur
2. Unsecured perpetual debt is a loan from the majority Nidar shareholder
3. Includes estimated cash proceeds from the contemplated PIPE investment, cash & cash equivalents,
deposits between 3 and 12 months, and deposits greater than 12 months that Nidar may access at any
time
4. Assumes redemptions of 14% of Cartica's public shares (which is 50% of the maximum redemptions
permitted by Cartica's charter in connection with the transaction) and a redemption price assumed to be
$11.72 at closing; 14% represents total Cartica Class A shares
5. Equity value is based an agreed Enterprise Value and derived on the following assumptions: (A) the
maximum net debt ($1.325bn) permitted by the Business Combination Agreement being the actual net
debt of Nidar at closing and (B) zero Nidar cash at closing; actual equity value will depend on net debt
and cash at closing
1
2
3
Sources
($ in mm)
$23
500
2,750
$3,272
Uses
($ in mm)
$475
23
25
2,750
$3,272
Estimated PIPE Fees
Transaction Fees
Nidar Equity Rollover5
Total Uses
Cartica Cash in Trust4
Estimated New PIPE Investment
Nidar Equity Rollover5
Total Sources
Cash to Balance Sheet
Implied Pro Forma Enterprise Value
($ in mm)
Assumed Share Price at Closing $11.72
Pro Forma Shares Outstanding (in mm) 284.157
Total Common Equity Value $3,330
(+) Pro Forma Debt1 $1,412
(+) Unsecured Perpetual Debt2 288
(−) Pro Forma Cash1,3 (847)
Implied Enterprise Value $4,184 |
| CONFIDENTIAL | 10
• NM1, the first data center at the Navi Mumbai Campus, is the largest Tier IV data center in Asia and the second largest in the world
• D1, the first data center at the Greater Noida Campus, hosts one of the largest global hyperscalers as a key tenant
• Yotta has access to 16,384 NVIDIA H100 GPUs and seeks to obtain an additional 16,3845 – providing capacity for the AI Services business line
Yotta’s mix of Bulk Hyperscaler Colocation contracts, Enterprise Colocation + Cloud + Managed services contracts and ongoing delivery of AI Infrastructure
via NVIDIA H100s & InfiniBand allows Yotta to diversify its revenue mix and capture the upside of AI while serving baseline colocation customers
DATA CENTER PORTFOLIO OVERVIEW
Yotta’s state-of-the-art existing and planned infrastructure offers unparalleled compute capacity to continue expanding its business lines
Data Center Location Status Lease
Term First live Tier2
Live IT
Capacity
(MW)
Potential IT
Capacity
(MW)3,4
Tenants
Navi
Mumbai
Campus (NM1)
Navi
Mumbai,
India
Active 99 years 2020 IV 19 320+
Cloud Operator
Gaming Company
Financial Institutions
AI Operator
Greater
Noida
Campus (D1)
Delhi NCR,
India Active 90 years 2022 III 22 210+
Global Hyperscaler
Financial Institutions
Governments
AI Operators
GIFT City
Gandhinagar
Gujarat,
India Active 30 years 2024 III 1 2 N.A.
Pune Pune, India Under
Planning N.A. 20263 III 0 105+ N.A.
Powai Campus Mumbai,
India
Under
Permitting N.A. 20273 III 0 50+ N.A.
Chennai
Campus
Oragadam,
India
Under
Permitting N.A. 20273 III 0 175+ N.A.
Dhaka1 Dhaka,
Bangladesh
Under
Permitting N.A. 20273 III 0 30 N.A.
Total 42 892+
1. Dhaka data center will be developed pending clarity on the stability of the political regime
2. Tiers as defined by the Uptime Institute. Data center tiers take into account a variety of factors; notably, Tier III data centers have 99.982% minimum uptime and Tier IV datacenters
have 99.995% minimum uptime
3. Represents management’s estimates that may change as the development process proceeds and/or utilization of the data center is determined
4. Potential IT capacity based on available acreage and development opportunities at 36 MW / 3 acres, with 36 MW based on D2's approved capacity and 3 acres based on each DC's
footprint
5. Submitted purchase order for 16,384 GPUs (4,096 of which were delivered between March and May 2024), with an additional 4,096 GPUs expected to be delivered in December 2024
and the remaining 8,192 GPUs expected through CY2025. Based on the current pipeline, Yotta plans to place an additional order for 16,384 GPUs in CY25
Yotta Data Center Advantages
Navi Mumbai
Chennai
Delhi NCR
Gift City
Pune
Powai
Active
Under Permitting
Under Planning
Dhaka |
| CONFIDENTIAL | 11
THE ROAD TO YOTTA
Combining the Hiranandani family’s real estate empire & Sunil Gupta’s data center expertise
1. MW capacities for NM1 and D1 are projected and subject to future development
The Hiranandani Family Sunil Gupta
Yotta
Deep history in real estate development (residential
& commercial), including building multiple data
centers
Expertise in land, permitting, electricity / power and
infrastructure
Have built full scale data center parks with 250MW+
of projected power capacity1
In 2019, the Hiranandani family and Sunil Gupta
joined forces and have already delivered two data
centers, with more to come
Over 30 years in data center space; started building
India’s first “at scale” data centers in early 2000s
Built more than 20 data centers along with cloud
and managed services businesses over career,
accelerating when hyperscalers entered the Indian
market
Cloud software and IT expertise uniquely positions
Sunil Gupta to set up data centers with “full stack” of
features
First mover advantage in software and early to HPC-as-a-Service
Significant investments in AI & required infrastructure by the Indian Government have paved the way for Yotta to become an industry leader in the data
center space
Yotta is poised to capture long-lasting demand from cloud infrastructure and AI
Committed relationship with NVIDIA is expected to enable Yotta to rapidly scale its operations to keep pace with the constant need for AI services and
the data center infrastructure required for it
Yotta is poised to
capture long-lasting
demand from cloud
infrastructure and AI |
| CONFIDENTIAL | 12
Strategic 2,000-acre land
bank across India to support
opportunistic investment1
Rated AA-/Stable by
CRISIL, an S&P Company
SPONSORED BY A LEADING REAL ESTATE DEVELOPER
The Hiranandani group has years of experience across India and plans for continual support of Yotta post-transaction
• 2022: Yotta – Data Centre at Delhi NCR brought live
• 2020: Yotta – Data Centre at Navi Mumbai Campus brought live
• 2019: Industrial Park – Partnership with Blackstone for a > $200mm industrial park platform; completed additional 1.2mm sq. ft. of BTS for Tata Consultancy
Services (“TCS”)
• 2019: Yotta - Entry into Data Centre development and management business
• 2017: Hiranandani Energy (“H-Energy”) & Single Large Office Leasing deal with TCS – Construction of West Coast LNG Terminal & 2mm sq. ft. commercial
office space
• 2016: Strategic sale to Brookfield – Sale of commercial office portfolio at Powai township (c. USD 1bn)
• 2015: Data Centre Construction – First DC completed (since then, Hiranandani Group has built 4 of the largest DCs in India for NTT)
• 2014: Panvel Township - Hiranandani Fortune City – Acquisition of Panvel township (600 acres) planned for integrated commercial, retail, residential and data
centers
• 2013: Chennai Township – Hiranandani Parks – Acquisition of Chennai township (330 acres) planned for integrated residential township and potential data centers
• 2012: Dubai 23 Marina – Construction and development of one of the tallest (c.400 m) premium residential towers in Dubai
• 1980s and 1990s: Hiranandani Gardens, Powai (250 acres) and Hiranandani Estate, Thane (315 acres)
1. The Times of India: Niranjan Hiranandani, brother Surendra divide some large joint realty projects in Mumbai region (March 17, 2022)
More than 40 years of
experience as a
diversified conglomerate and
real estate developer with
investment experience through all
sectors, including data centers
One of the largest real
estate companies in India,
pioneer in township and high-quality infrastructure
development
• The Hiranandani Group has been one of the premium real
estate developers in India with 40+ years of experience
• Founded by Niranjan and Surendra Hiranandani in 1978, the
group has a wide range of experience across sales, land
procurement, financial planning, regulatory approvals,
compliance, business development and operational functions
• The Hiranandani family currently has 89.93% of beneficial
ownership of Nidar and will remain the largest
shareholder post-transaction
• Hiranandani Group has infused ~$288mm of capital into the
Nidar group of companies since founding
Hiranandani Group
Timeline
Darshan Hiranandani
Yotta Chairman |
| CONFIDENTIAL | 13
EXPERIENCED MANAGEMENT TEAM
Experienced management team, led by a significant industry figure, is poised to fuel growth at Yotta
• 16 years of experience
across Business
Development, Capital
Raising and Treasury
Operations
• Has served as Corporate
Finance Specialist since
2020 and previously worked
in a business development
capacity for H-Energy
• Over 25 years of experience
as a seeder, investor,
founder, and CEO building
businesses
• Previously served as the
Chairman and Director of
Royal Treasures, Director of
Green Foods, CEO of
Organic Ingredients and
President of Oakmead
Village
• 30 years of experience
building and growing
businesses across a wide
variety of platforms from
public to private and start-up to middle market
• Served as COO of Cartica
Management, LLC from
2012-2020
• Previously served as CFO of
Broadpoint Securities
Group (NADSAQ: BPSG)
• 24+ years in managing data
center development and
operations
• Experienced in cloud data
centers and managing IT
services industries, having
built and operated 20+ third
party data centers in India
• Executive Director and
President of NTT Netmagic
from 2010-2019, which
operated nine data centers
and serviced ~1,000
customers1
1. Economic Times CIO: Netmagic launches two new data centers with $144 million investment from NTT Com (July 26, 2018)
Saurabh Bharat
V.P. - Treasury
Suresh Guduru
CEO & Board Member
Brian Coad
COO & CFO
Sunil Gupta
Co-Founder & CEO
Darshan Hiranandani
Co-Founder & Chairman
• Serves as CEO of the
Hiranandani Group, one of
India’s largest real estate and
infrastructure companies
• Concurrently serves as CEO
of the family office of the
Hiranandani family, Nidar
Group
• Founded H-Energy, which
began development of
India’s first floating LNG
terminal in 2017 |
| CONFIDENTIAL | 14
NVIDIA Cloud
Provider (NCP) -
Elite Partner
Designed cloud
compute
infrastructure
alongside NVIDIA
Engineers
c
NVIDIA has shown
deep commitment to
India by entering into
multiple partnerships
to expand its
presence in India’s
growing AI market
Indian government
planning GPU
purchases and
encouraging allocations
to local Indian startups
Jensen Huang’s
meeting with
Prime Minister
Narendra Modi
reaffirms NVIDIA’s
commitment
to India
U.S. restrictions on
GPU exports to China
have positioned India a
priority in GPU
allocations
NVIDIA RELATIONSHIP
NVIDIA leaders support Yotta in accelerating India’s AI growth
March 19, 2024:
Yotta Data Services received NVIDIA H100 Tensor Core GPUs at their NM1 data
center. The first delivery, more than 4,000 GPUs, further strengthens Yotta’s positioning
as NVIDIA’s first Network Cloud Partner in India and positions the Company on the
global NCP list as an Elite Partner. Yotta plans to scale its GPU stable to 32,768 by end
of 2025
December 5, 2023
Yotta Data Services announced a collaboration with NVIDIA to deliver cutting-edge
GPU computing infrastructure and platforms for Shakti-Cloud, the AI GPU-based cloud
offering segment of the business. This follows Yotta placing an order for 16,384 Tensor
Core GPUs by June 2024
January 11, 2024:
Yotta announced plans to purchase $500mm more AI chips from NVIDIA, taking its
total order book to $1bn as the firm looks to bolster up AI cloud services. This comes on
top of the order Yotta placed last year with NVIDIA for 16,000 H100 chips |
| II. KEY INVESTMENT HIGHLIGHTS |
| CONFIDENTIAL | 16
India’s Leading Data
Center Developer
Actionable data center buildout strategy
and direct access to prime data center
real estate in India. Currently 42MW in
live IT capacity, with the potential for
~890MW
Experienced
Management Team
Exceptional management team
combining real estate and data
center & cloud expertise
Strategic Alignment
with NVIDIA
Relationship with NVIDIA provides
Yotta with NVIDIA H100 GPU
allocation for AI services
KEY INVESTMENT HIGHLIGHTS
6
1
2
Unique Access to Power Grid
Yotta’s focus on power distribution
licenses at both large and live
campuses (D1 & NM1 data centers)
provides direct access to power to
meet demand
Scalable and Flexible
Business Model
Vertically integrated business
model with multiple avenues
for growth; AI services provide
significant expansion potential
High Quality & Growing
Customer Base
With ~$44mm of Core Revenue in place
for FY24A and a customer pipeline of
over $1,109mm growing by the week,
comprising customers from government
entities to large domestic and multi-national enterprises
5
2
3
4 |
| CONFIDENTIAL | 17
1. INDIA’S LEADING DATA CENTER DEVELOPER
Yotta’s flagship data centers with its AI offering are NM1 and D1, in addition to its strategic G1 data center
1. Expected to increase to ~50MW with GPU deployment
2. 6 KW equivalent
3. Potential IT capacity based on available acreage and development opportunities at 36 MW / 3 acres, with 36 MW based on D2’s approved capacity and 3 acres based on each DC's
footprint
NM1 (Navi Mumbai) D1 (Delhi) G1 (Gujarat)
Design Capacity: 6,000 Racks,
30.4MW1, 1.45 PUE
NM DC Park: 30+ Acres, 320+ MW1
Design Capacity: 4,500+ Rack Capacity2,
28.8 MW, 1.4 PUE
Delhi DC Park: 20 Acres, 180+ MW3
Stats: 300 Racks, 2 MW
India’s only uptime institute Tier IV Gold
Operations Certified data center
Hosts one of the largest global hyperscalers as
a key tenant
Located In IFSC, GIFT City, Gandhinagar - the
heart of Gujarat
• Leading international technology communications company
• Indian pharmaceutical company
• International specialty packaging company
• Leading multinational financial services company
• Online payment gateway service provider
• Video game developer and publisher
• Global cloud computing company
• American retail automotive services company
Yotta’s Existing Customer Base |
| CONFIDENTIAL | 18
31 MW
42 MW
75 MW
108 MW
154 MW
FY24A FY25E FY26E FY27E FY28E
Hyperscaler Colo Enterprise Colo + MS & Cloud AI Services
1. INDIA’S LEADING DATA CENTER DEVELOPER
Yotta’s rollout plan for its data center campuses will provide it geographical diversity across India
1. Except with respect to FY24, represents management’s estimates that may change as the development process proceeds and/or utilization of the Company’s data centers is determined
• Yotta’s data center buildout plan through FY 2028, along with power allocation per business line, is outlined below
• Yotta’s distribution licenses enable direct access to purchase power from its power grid, allowing for aggregate MW capacity to
be greatly expanded
• Because Yotta operates its own data center space, the Company is able to flex power allocation between its business lines to meet demand
(i.e., allocating more racks to AI and away from colocation)
Estimated Average MW Operational1
~4.9x increase in estimated
average operational MW
from FY25 to FY28 |
| CONFIDENTIAL | 19
2. UNIQUE ACCESS TO POWER GRID
Through vertical integration across energy infrastructure, Yotta has direct access to power
Illustrative Example
• Yotta’s vertical integration, facilitated by its relationship with the Hiranandani Group, offers Yotta direct access to the power grid as
power becomes an increasingly constraining factor in data center growth
• Permitting in India is a long, drawn-out process. Yotta, through its relationships with Nidar Utilities Panvel LLP and NIDP Developers Pvt.
Ltd., has obtained approval as a distribution utility – allowing it to execute power delivery from their owned substations to each
data center campus without reliance on unaffiliated third parties. This relationship is expected to continue post-transaction
• Owning the substation infrastructure allows Yotta to scale up power capacity with reduced permitting and distribution times
Owning the ecosystem accelerates power access for expansion
Yotta
Data Center
33 kV
11 kV
433 V
110 kV
Secondary
Distribution
Primary
Distribution
Substation
Transmission
Generator
Step-Up
Station |
| CONFIDENTIAL | 20
3. SCALABLE AND FLEXIBLE BUSINESS MODEL
Flexibility in allocating data center capacity to meet demand for cloud & AI infrastructure
1. Pricing and incremental revenue / MW of Power / Year assumptions are estimates as of Q1 FY2026
2. See projection assumptions on Slides 49 and 50
3. Blended price takes into account combination of On-Demand and Reserved GPU pricing, calculated based on the estimated usage ratio of On-Demand to Reserved GPUs; pricing also
includes the revenue estimates for bare metal, which currently is at an average of $2.19/GPU/hr, and additional services like storage, bandwidth, etc.
~$840K / MW of Power / Year ~$3.7mm / MW of Power / Year ~$21.4mm / MW of Power / Year Cumulative
Price1,2
Service
Detail1,2,3
% EBITDA
Margin
Estimate2
Business
Description
Contract
Length
AI Services
Pricing: ~$3.23 GPU / hr
(+) ~$17.7mm / MW of Power / Year
67.6%
1-5 Years
• Artificial Intelligence High-Performance
Computing (AI HPC) services through its
indigenous AI HPC cloud, which features
advanced GPU computing infrastructure
• With a focus on scalability and cutting-edge technology, aims to meet the growing
demand for AI services while generating
significantly higher profit margins than
our traditional data center offerings
Hyperscaler & Colocation
Pricing: ~$70 / KW / Mo
~$840K / MW Power / Year
• Built-to-Suit solution enables hyper-growth strategies, giving complete
autonomy and control over data centers.
Yotta provides both Green Field and
Brown Field services
• Under colocation, a single entity owns the
facility and offers physical space, power
and cooling services to multiple customers
at a specific location
71.0%
5 Years
Enterprise Colo & Cloud + MS Services
Pricing: ~$238 / KW / Mo
(+) ~$2.9mm / MW Power / Year
• High performance colocation services
with strong reliability and a full suite of
value-added support to meet businesses’
varied needs
• Suite of cloud and managed services
developed as India’s own indigenous
hyper-scale cloud platform along with a
host of managed services
42.2%
1-3 Years |
| CONFIDENTIAL | 21
Yotta Cloud to serve as the backbone of cloud adoption by the Government of India
Yotta has contracted with two of the largest Government
of India enterprises who are responsible for hosting
government data and rolling out cloud for adoption by
various federal and state-owned institutions
Yotta has commenced managing national data centers
These data centers currently offer hosting services to a large
number of government enterprises in the country
The Indian government’s cloud strategy emphasizes the
migration of services to the cloud to enhance efficiency and
reduce costs, facilitating improved service delivery to
citizens
As a result, Yotta is deploying a new cloud setup in vacant
racks to offer various cloud services under the broad
categories of Infrastructure as a Service (IaaS), Platform as a
Service (PaaS), and Software as a Service (SaaS) to
government departments
3. GOVERNMENT SERVICES BUSINESS |
| CONFIDENTIAL | 22
4. STRATEGIC ALIGNMENT WITH NVIDIA
NVIDIA H100 supply constraints are easing, priming Yotta for strong data center growth
NVIDIA’s Easing Supply Constraints… …See Yotta Well-Positioned for Growth
1. Article from Business Insider
2. Article from Fortune
3. Article from The Economic Times of India
• Despite a high demand for GPUs (and GPU financing), supply constraints have been easing as of late
• Yotta plans to draw on its strong relationship with NVIDIA, having access to 16,384 H100 GPUs for delivery (Yotta has submitted purchase
orders for 16,384 – 4,096 of which were delivered between March and May 2024 – with NVIDIA indicating support for an additional 16,384
through 2025)
• Yotta expects to receive an additional batch of 4,096 GPUs to be delivered by December 2024
NVIDIA CEO Jensen Huang Speaks Easing Supply Chain2
Huang stated that he expects Q3 ’24 to have more supply than Q2, and for Q4
to have even more supply. He cited that change needed to be made to improve the
yield of chips ahead of the rollout and ramp-up of Blackwell, the next series of AI
chips. In comments to Bloomberg, Huang stated that the supply condition going
into 2025 would be a large improvement from 2024
September 12, 2024
Supply Constraints are Easing “Overall”1
CEO Jensen Huang said supply chain issues are easing as it struggles to keep up
with demand for chips amid the AI book. However, he hedged these comments by
saying that ramping up supply chain is not something that can be achieved
overnight
February 22, 2024
Yotta GPU deployments and usage3
Yotta previously placed an order for 16,384 H100 GPUs. The first phase of
4,096 chips have been deployed. By April 2024, Yotta had received all the chips
in its large-scale order. These chips were commissioned around June 2024.
Demand in India is being driven from the AI ecosystem in the West. Broadly,
75% of the GPU consumption is from foreign operators
August 19, 2024 |
| CONFIDENTIAL | 23
5. HIGH QUALITY & GROWING CUSTOMER BASE
Yotta’s highly diversified customer base generates significant annual recurring revenue for the firm across different lease structures
1. Figures include totality of NMDC Park, of which the NM1 Center represents >90%
2. Assumes $USD/INR of ₹83.00; For leases with a range of months, the lowest figure was used
3. Reflects blended GPU pricing on the first year of the contracts signed for H100 and under active discussion for each available H200 and GB200 GPU
1
• The D1 data center has 101 orders, providing ~$21mm of annual recurring revenue
• The NMDC Park has 2,095 orders, providing ~$40mm of annual recurring revenue1
• 60-month leases make up ~42.5% of Yotta’s ARR among the D1 and NMDC data center locations
$1.6 $1.1
$18.4
12 Months 36 Months 60 Months
D1 Data Center ARR Overview2 NM Data Center ARR Overview1,2
($ millions) ($ millions)
Y1 Contract Price 3
H100: $2.19
H200: $2.64
GB200: $4.35
Number of
Orders 56 23 22
560 3,056
9,456
14,008 14,008 14,008 14,008
Q2 '25 Q3 '25 Q4' 25 Q1 '26 Q2 '26 Q3 '26 Q4 '26
H100 H200 GB200
Number of
Orders
43 1,646 15 225 166
$0.1
$10.7
$0.7
$19.2
$9.0
6 Months 12 Months 24 Months 36 Months 60 Months
Estimated GPUs in Active Use |
| CONFIDENTIAL | 24
5. HIGH QUALITY & GROWING CUSTOMER BASE
Yotta’s robust customer pipeline includes ~$1,109mm ARR and numerous name brands1,2
1. ARR is not probability adjusted; pipeline may also include follow-on orders from existing customers, as noted above
2. As of November 1, 2024
3. Colocation sales cycle is ~6-12mo, MS + Cloud is ~3-6mo, and AI Services is ~1-3mo
Finalizing
(75%+ Prob.)
~5mm ARR
Bidding
(25%-75% Prob.)
~$363mm ARR
Preliminary Discussions
(Up To 25% Prob.)
~$742mm ARR
~$1,109mm ARR Pipeline3
Colocation MS + Cloud AI Services
25+ customers
Category: Global hyperscaler,
large auto company, BFSI
~$48mm ARR
(Of which, ~$47mm from
existing customers)
200+ customers
Category: BFSI, government,
manufacturing
~$78mm ARR
(Of which, ~$25mm from
existing customers)
50+ customers
Category: Research
institutions, government,
pharmaceuticals, BFSI
~$615mm ARR
(New customers)
100+ customers
Category: BFSI, auto,
IT/ITES, government, global
hyperscaler
~$11mm ARR
(Mainly new customers)
500+ customers
Category: BFSI, government,
manufacturing
~$84mm ARR
(Of which, ~$36mm from
existing customers)
5+ customers
Category: Research
institutions, government,
pharmaceuticals, BFSI
~$268mm ARR
(New customers)
10+ customers
Category: IT/ITES
~$4mm ARR
40+ customers
Category: BFSI, gaming,
government
~$1mm ARR
N/A |
| CONFIDENTIAL | 25
6. EXPERIENCED MANAGEMENT TEAM
Yotta’s strong leadership team across all business lines and functions
1. Economic Times CIO: Netmagic launches two new data centers with $144mm investment from NTT Com (July 26, 2018)
Sunil Gupta
Co-Founder & CEO
Expertise across the data center, cloud and managed IT services industries, having built and operated
20+ third party data centers in India
Executive Director and President of NTT Netmagic from 2010-2019, which operated 9 data centers and
had ~1,000 customers as of July 20181
Strong reputation among hyperscalers for meeting stringent quality demands
Anil Pawar
Chief AI Officer
Sashi Shekhar Panda
Chief Cloud Officer
Rajesh Garg
Chief Digital Officer
Nitin Jadhav
Head – Solution Engineering
Milind Kulkarni
Chief Technology Officer
Sunando Bhattacharya
Head – Sales & Business Dev.
Rohan Sheth
Head - Data Center & Colo BU
Srinivas Pranesh
Head - DC Design & Engineering
Gunisha Sanyal
Architecture & Design Advisor
Sanjay Kuntal
Head – DC Projects
Prashant Nandulamattam
Procurement Advisor
Rajesh Kadu
Head – DC Operations
Bhavesh Adhia
Chief Strategy Officer
Viren Wadhwa
Chief Marketing Officer
Pratap Patjoshi
Chief Evangelist Market Dev.
Viral Shah
Vice President – Finance
Sridhar Bapat
Head – Procurement & Asset Mgmt
Madhuri Mhmankar
Head – Human Resources
AI, Cloud & Managed Services Data Center & Colocation Services Business & Enabling Support Functions |
| III. BUSINESS OVERVIEW |
| CONFIDENTIAL | 27
2,523
1,062 950 892 874 773 718 613 573
0
500
1000
1500
2000
2500
3000
Northern Virginia London India Tokyo Frankfurt Sydney Singapore Hong Kong Dallas
… While India Has Ample Room to Grow Data Center Inventory2
TAILWINDS FOR DATA CENTER GROWTH
India’s data center supply is expected to see healthy growth, while the domestic market has room to expand
IT MW Capacity Expected to See Continued Growth...1,2
Projected 23% CAGR Between 2019 - 2027
3
1. JLL: Data Centre in India: 2022 year-end update and three-year outlook (April 17, 2023) – JLL provided data for 2019, 2022 and 2025, while this presentation assumes a linear increase in-between and after these years
2. CBRE: Global Data Center Trends 2024 (Q1 2024)
3. Investment Information and Credit Rating Agency of India (“ICRA”), as of October 2024
Total Data Center Inventory (MW), as of Q1 2024
350
474
598
722
948
1,174
1,400
1,626
1,852
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2019A 2020A 2021A 2022A 2023A 2024A 2025E 2026E 2027E |
| CONFIDENTIAL | 28
INTEGRATED DIGITAL TRANSFORMATION SERVICES
Serving advanced IT infrastructure and solutions on an “as-a-Service” (aaS) model to customers
worldwide, including enterprises, governments, start-ups & SMEs and hyperscalers
Powered by Yotta’s large scale data center parks and cloud regions, engineered, built and
fully managed and operated by Yotta
Managed Services +
Cloud
Managed application services
Managed database services
Endpoint & data security
AI Services
AI training & data analytics
AI inference
HPC / AI
Rendering & Virtual desktops
Colocation
Multi-tenant colocation
Single-tenant custom-built data centers
Contracts on recurring charges model
Colocation support services |
| CONFIDENTIAL | 29
KEY VALUE PROPOSITIONS NTT SIFY CTRLS STT PRINCETON
DIGITAL
ADANI
CONNEX
ANNOUNCEMENT OF ENTRY INTO INDIA 2019 1998 1998 2006 1995 2020 2019
GPU ACCESS AND AI SERVICES EXPERTISE ✓ Х Х Х Х Х Х
EXISTING PAN-INDIAN LAND BANK ✓ Х Х Х Х Х ✓
EXPERIENCE IN NEW LAND ACQUISITION ✓ Х Х Х Х Х ✓
POWER AND FIBER EXPERTISE ✓ Х Х Х Х Х ✓
CORE & SHELL CONSTRUCTION EXPERTISE ✓ Х Х Х Х Х Х
EXISTING RELATIONS & EXPERIENCE WITH LOCAL ✓ ✓ ✓ ✓ Х Х Х
CONTRACTORS & VENDORS
DATACENTER MEP DESIGN EXPERTISE IN-HOUSE OUTSOURCED OUTSOURCED OUTSOURCED OUTSOURCED OUTSOURCED OUTSOURCED
MTSAS WITH MAJOR HYPERSCALERS AND IT ✓ ✓ ✓ ✓ ✓ ✓ ✓ COMPANIES
DATACENTER OPERATIONS & SECURITY EXPERTISE ✓ ✓ ✓ ✓ ✓ ✓ ✓
CLOUD & MANAGED SERVICES ✓ ✓ ✓ ✓ Х Х Х
POWER DISTRIBUTION LICENSE ✓ Х Х Х Х Х ✓
COMPETITIVE EDGE IN THE INDIAN MARKET
Yotta is building the premier Tier III and IV data centers with AI compute capacity in India |
| III-I DATA CENTERS |
| CONFIDENTIAL | 31
Dense Network Connectivity
Excellent connectivity options with multiple uplink IP transits, multiple peering to internet
exchanges, direct connects to cloud providers, multiple diverse captive fiber paths and
availability of all applicable telecom licenses (IP1, ISP, NLD, VNO-ILD) to allow facilities
to connect anywhere worldwide
Near-100% Uptime
Concurrently maintainable and fault-tolerant, Tier III (99.982% uptime) & Tier IV
(99.995% uptime) data centers delivering industry-leading uptime for business operations
Security
Multiple layers of physical & cyber security to safeguard infrastructure
Scalability
Offering scalability within the same site to power businesses’ increasingly digital needs
Transparency & Control
Complete visibility & actionable insights on IT equipment hosted via variety of monitoring
and management automation tools available to customers through Yotta’s integrated
customer portal, “One Yotta”
YOTTA AI DATA CENTERS: KEY OFFERINGS
Delivering top-tier physical infrastructure in certified Tier III and Tier IV data centers
Top Global Certifications
ISO 20000
ISO 27001
ISO 27017
ISO 27018
ISO 45001
ISO 22301
ISO 9001
ISO 14001
ISO 27701
MEITY
EMPANELLED
VPC & GCC
RBI
Certification
for Cyber
Security |
| CONFIDENTIAL | 32
COLOCATION: WIDE SERVICE OFFERING
Single-tenant custom built
data centers
Option of fully built data centers or core
& shell + power + O&M
Availability of fully-fitted colocation
floors in multi-tenant data center
buildings and dedicated BTS buildings in
the same data center park
Multi-tenant colocation – rack space,
rack cage, dedicated hall/suite and
dedicated floor
Direct access to power grid, including bulk
green energy, resulting in savings in
power cost
Colocation support services – Office
seating space, custom fit-outs, stay facilities,
parking facilities, cafeteria and more
Access to multiple telcos through
multiple paths
Contracts on recurring charges model
with phased delivery or one time capex
model + recurring O&M |
| CONFIDENTIAL | 33
MS + CLOUD: SERVICES OVERVIEW
India’s own indigenous hyper-scale cloud platform, for India and for the world
End User Portal
IAM SSO Metering Cloud Observability User Dashboard Admin Dashboard
Managed
Application
Services
Managed
Database
Services
Storage
Services
Network
Services
Compute
Services
Multi Cloud Orchestrater Marketplace
Managed
Services
Security
Services
Edge Node 1 – Chennai Region 1 - Mumbai Local Zone – GIFT City Region 2 - Delhi Edge Node 2 – Kolkata Core Cloud
Third Party Clouds
Dev Cloud
Edge Cloud
Dhruva
Services
Managed DR
AstitvaGuard
Resiliency
Assurance Service
Assure
Cloud Managed
Service
Kosh
Container Registry
DivyaDrishti
Advanced Logging & Monitoring
Customer PehchaanGuard
Customer IAM
SutraDB-MySQL
MySQL & PostgreSQL, Oracle & MSSQL
FlexiDB-Mongo
Redis & Mongo
AnantaStore
Block Storage
VastuStor
Object Storage
PatrikaStor
File Storage
SmritiStor
Archival Service
SurakshaStor
Enterprise Backup & Recovery
Yotta Safe
Endpoint Backup & Recovery
Internet
Internet Bandwidth
IP
IP Address
DNS
Public DNS
LBaaS
Load Balancer as a Service
GCK
Global Cloud Konnect
GatiGateway
Cloud Connect Services
Peer
Internet Peering Services
Lbaas VA
Load Balancer Virtual Appliance
Internet
Internet Bandwidth
IP
IP Address
DNS
Public DNS
LBaaS
Load Balancer as a Service
GCK
Global Cloud Konnect
GatiGateway
Cloud Connect Services
Peer
Internet Peering Services
Lbaas VA
Load Balancer Virtual Appliance
MCSM
Multicloud Services Manager
MCCM
Multicloud Cluster Manager
CRS
Cluster Reliability Service
InstaDeploy
Cloud Native App Platform
Harmony
DevOps as a Service
Kavach
Firewall as a Service
VijraShield
Managed DDoS Protection
VAPT
PAM
Privileged Access Mgmt
– User & Asset Lic
WebRakshak
Web Application &
API Protection
AntiVirus
Vyapak View
SOC as a Service |
| CONFIDENTIAL | 34
SaaS Cloud Services, Managed Application and Digital Transformation Services
• ML Workspaces
• API end points for AI/ML models
• ML Ops with Managed Kubeflow
• ML Workflow Scheduler
• Inference aaS
• Training as Service with Slurm Clusters
• App Marketplace
• Relational Database Services
• No-SQL Database Services
• In- Memory Database Services
• Oracle DB aaS
• SAP & Oracle ERP Services
• Hybrid Multi-Cloud Orchestrator with
Multi-Cloud bursting
• OTT Platform aaS
• MAM aaS
• Rendering aaS
• Studio aaS
• IAM - Single Sign-on across clouds
• Enterprise Asset Management aaS
• Bank-in-a-box aaS
• University Management aaS
• Intelligent Video-cam aaS
• IT Services Management aaS
IaaS and PaaS Cloud Services
• GPU Compute aaS
• HPC Clusters aaS
• CPU Compute aaS
• Kubernetes Clusters aaS
• Bare Metal aaS
• VDI WS – CPUs and GPUs
• IBM – pSeries on Cloud
• Serverless GPU for AI
• Serverless Container
• Infra as a Code
• Edge Cloud Services
• Dev Cloud Services
• Private Cloud & Hybrid Cloud
• Object & File Storage
• Block Storage
• Backup and Archival
• Data Replication and DR aaS
• Resiliency Assurance Services
• IT Management Services
• IT Monitoring Services
• Service Catalog
• Free Tiers
• Credits & Discounts
Network Services and Cyber Security Services
• IP Transit / Internet Peering
• NLD Services
• ILD Services
• Data Centre Inter-connect
• Global Cloud Connect
• Multi-CDN
• SD WAN
• Cross Connects
• Application & N/w Load balancer
• DNS / VPN
• VPC and GCC
• SOC / SIEM / SOAR
• App and Server Security
• Perimeter Security
• Multi-Cloud Security Services
• Anti DDoS Services
• User Access Management
• PIM / PAM / DAM
• VA / PT
• End Point Security
Colocation and DC Build Services
• Hyperscale & Retail Colo • Smart Hands & Eye Support • Build to Suit DCs • Storage, Seating, Lodging, Cafeteria
EXPANSIVE CLOUD SERVICES PORTFOLIO |
| CONFIDENTIAL | 35
DATA CENTER LOCATION OVERVIEW
Yotta has access to quality locations for its data center operations via the Pan-Indian Land Bank
Geographic Presence
Lease Overviews
Navi Mumbai Campus: The land for the NM1 and NM2 data centers is on a 99-year lease. When NM3 expands, Yotta intends to purchase the adjacent land
Delhi NCR, Greater Noida Campus: Yotta has a 90-year lease on 20 acres of land and the land is adequate up to D6
Gift City: Project is on a 30-year lease and is a single floor in an existing building
Powai, Mumbai: Yotta has access to the Hiranandani Real Estate Group’s landbank and Yotta plans to purchase the land, shell and core from the group at arms length
pricing. Yotta is also evaluating a third-party land parcel in the vicinity
Pune / Chennai: The existing land of the Group is available to Yotta at “arms length pricing” and Yotta is free to choose to purchase the land or evaluate potential alternate
sites
Via the Pan-Indian Land Bank, Yotta has access
to top-tier locations for its data centers, with
three locations currently under long-term leases
and plans for four additional locations
Navi Mumbai
Chennai
Delhi NCR
Gift City
Pune
Powai
Active
Under Permitting
Under Planning
Dhaka |
| CONFIDENTIAL | 36
D1 DATA CENTER: CASE STUDY
Yotta has proven experience in constructing data centers from the “ground-up” to go along with its strong operational capabilities
1
D1 Data Center Operational Timeline
• Five out of seven floors in the D1 site are fully operational and generating revenue for Yotta within 24 months of breaking ground on the site
• Though the building is mainly occupied by a global hyperscaler firm, D1 is also able to support other business segments, including Enterprise Colocation
+ MS and Cloud operations
• A 220 KVA substation has been setup and operationalized at D1, with plans to have this for all six buildings at the data center park
Highlights
October 2020:
The land parcel was finalized and allotted
to NIDP developers by Greater Noida
Industrial Development Authority
August 2020:
Following these discussions, NIDP
Developers was formed. The group
began scouting land for development
October 2022:
19 months after breaking ground on the
site, the D1 data center was
operationalized
October 2022 - Present:
Over the following 24 months, 4 of 7
floors have been handed over to the
global hyperscaler and are revenue
generating
A fifth floor is dedicated to
Enterprise Colocation + MS and
Cloud and is also revenue generating
A sixth floor is in the process of
becoming fully operational
December 2020:
Yotta and the global hyperscaler signed a
contractual agreement
July 2020:
Yotta Group commenced discussions
with a large global hyperscaler for their
expansion into Delhi NCR region
March 2021:
All approvals were in place and
construction on the site commenced |
| CONFIDENTIAL | 37
DATA CENTERS AT A GLACE
Yotta maintains ownership of key functions in its data center facilities, providing secure services for its customers
KEY OWNERSHIP / RESPONSIBILITIES ENTERPRISE
COLOCATION MS + CLOUD
CORE AND SHELL
POWER AND DISTRIBUTION
EXCHANGES AND CROSS CONNECTS
SERVERS CUSTOMER
STORAGE CUSTOMER
NETWORKING EQUIPMENT CUSTOMER
COOLING EQUIPMENT |
| III-II. AI SERVICES |
| CONFIDENTIAL | 39
Efficient Access to GPUs, CUDA Software Environment, Built with NVIDIA InfiniBand
NVIDIA ELITE PARTNERSHIP FOR GPU INFRASTRUCTURE
$50mm+ invested in proprietary cloud software orchestration layer, blended with NVIDIA NVAIE software stack and NVIDIA Reference
Architecture (RA) as applicable for Elite NVIDIA Cloud Partners for GPU clouds
Cloud marketplace offering
options for compute, managed
services, and
pre-trained AI models
Purpose-built, bare metal
compute optimizing hardware
efficiency
GPUs spin up & down
seamlessly to handle demand
spikes
Architecture enabling
orchestration of containerized
applications
Ability to allocate GPU
compute to different
customers, even within certain
GPU nodes
Yotta’s Proprietary Orchestration Layer
Self Service Layer GPU Virtualization Cluster Management Burst Management Kubernetes
On Top of Purpose-Built Cloud, Designed with NVIDIA Engineers
2K Rail Pod
L40s
GPU Nodes
Tenant Access Network
Compute Fabric – InfiniBand High Perf. Storage Control Nodes Object Storage
Core Pod
2K Rail Pod
H100s
GPU Nodes |
| CONFIDENTIAL | 40
AI SERVICES: EXISTING HIGH-PERFORMANCE COMPUTE
Enhanced High-Performance Compute-as-a-Service (HPCaaS) with Shakti Cloud Integration
NVIDIA Elite Cloud Partner relationship cultivated through
the successful operation of earlier chip models
Ampere Data
Center GPU
Series
Turing
Visualization
Series
Volta Series
Pascal
Visualization
Series
Ampere AI
Accelerator
Series
A100 (40GB): Suitable for AI acceleration and
high-performance computing tasks
A40 (48GB): Designed for data center workloads
that require advanced performance
Quadro RTX 8000 (48GB): Ideal for complex
visualization tasks with large memory requirements
V100 (32GB): Earlier generation GPU
architecture used for a variety of compute and AI
tasks
Tesla T4 (16GB): Often used for visualization
and lighter-scale AI inferencing tasks
~5,250+ GPUs1 Already Deployed Across Broad
Portfolio of NVIDIA Hardware
1. Inclusive of 4,096 H100 NVIDIA GPUs |
| CONFIDENTIAL | 41
H100 GPU 8 x H100 GPUs 1 Node (“Server”) Multiple Nodes Integrated AI
Supercomputer
Yotta’s state-of-the-art compute
facility
GPU OVERVIEW AND YOTTA PRICING
The Company’s priority access to NVIDIA H100 GPUs1 powers its state-of-the-art compute facility functions
H100 Node = 8 H100 GPUs Yotta Projected Customer Pricing
~$3.23 / hour /
GPU2, below
industry
average
1. Based on NVIDIA’s public commitment to the Indian market, Yotta’s conversations with NVIDIA to date, and NVIDIA’s average delivery time for H100 GPUs as compared to the
delivery times for Yotta’s orders, Yotta expects to have priority access to H100 GPUs
2. Blended price takes into account combination of On-Demand and Reserved GPU pricing, calculated based on the estimated usage ratio of On-Demand to Reserved GPUs; pricing also
includes the revenue estimates for bare metal, which currently is at an average of $2.19/GPU/hr, and additional services like storage, bandwidth, etc.
GPU GPU GPU GPU
GPU GPU GPU GPU |
| CONFIDENTIAL | 42
AI SERVICES: SHAKTI CLOUD
An AI-HPC cloud delivering GPU computing infrastructure, platforms and services
1. Submitted purchase order for 16,384 GPUs (4,096 of which were delivered between March and May 2024), with an additional 4,096 GPUs expected to be delivered in December 2024
and the remaining 8,192 GPUs expected through CY2025. Based on the current pipeline, Yotta plans to place an additional order for 16,384 GPUs in CY25
India's largest supercomputing infrastructure capabilities with 16 exaflops of AI compute capacity
and 16,384 H100 GPUs1
Massive GPU clusters implemented on NVIDIA reference
architecture with powerful InfiniBand
Complete data sovereignty – hosted at Yotta NM1, the
world’s second largest Uptime Institute Tier IV
certified data center
India's largest supercomputing infrastructure capabilities with 16 exaflops of AI compute capacity,
with plans to have over 32,000 NVIDIA H100 GPUs1
India's largest supercomputing infrastructure capabilities with 16 exaflops of AI compute capacity
and 16,384 H100 GPUs1
Unleashing the Power of AI and HPC Across All Use Cases
AI Deep
Learning
Training
AI Deep
Learning
Inferencing
Classical
Machine
Learning
Deep Data
Analytics
Scientific
Computing
Genomics High
Performance
Compute |
| CONFIDENTIAL | 43
AI SERVICES: CONTRACTED & DIVERSIFIED CUSTOMERS
AI Services represent the fastest growing business segment of Yotta, with 4,096 GPUs in active use to date
Note: Figures as of 10/31/2024
1. ARR figure is contracted and revenue has commenced with ramp up underway
1
Yotta’s Existing AI Services Customer Base
Highlights
Yotta’s AI Services represent an operational business segment with ~40mm in contracted annual recurring revenue underpinned by
4,096 GPUs – 1,752 of which are in active use with the balance currently booked for future use1
Tenants include companies in the pharmaceutical and artificial intelligence space
AI Services represent the fastest growing segment of Yotta’s business, as demand for GPUs is strong among Western and Eastern
countries alike
Yotta is well positioned to take advantage of the pent-up demand, with a large existing and soon-to-be arriving GPU stable, as well as
significant recurring revenue booked from mid- and large-scale customers alike
1,752
H100 GPUs in active use
~$40mm
Contracted ARR1
9
Customer Contracts |
| IV. FINANCIAL OVERVIEW |
| CONFIDENTIAL | 45
0 MW
31 MW 42 MW
75 MW
FY23A FY24A FY25E FY26E
Hyperscaler Colo Enterprise Colo + MS & Cloud AI Services
Core EBITDA Growth & Margin2
Core Revenue Growth Average MW Operational by Segment 2,3
SUMMARY OF KPIs
Yotta’s historical and projected future financial performance is a product of its well-defined data center rollout strategy1
Cumulative GPUs4
($ millions)
($ millions)
3
3
Note: Figures are projected as of the end of each financial year. Please refer to Slides 49 and 50 of this Presentation for our financial model assumptions. Please see the risk factors on Slides 59 through 62 of this
Presentation and the forward-looking statements disclaimer on Slide 2 of this Presentation
1. The Company’s fiscal year ends March 31. For instance, Yotta's FY 2024 encompasses the 12 months ending on March 31, 2024
2. Core Revenue and Core EBITDA exclude Pass-Through Revenue along with the corresponding offsetting expenses
3. Historical financials and results not segmented by business line
4. Represents GPUs delivered. The AI Services revenue build assumes a ~one quarter lag between delivery and deployment
5. Reflects year-end MW operational
$15 $44
$79
$388
FY23A FY24A FY25E FY26E
Hyperscaler Colo Enterprise Colo + MS & Cloud AI Services Core Revenue
0 848
8,192
16,384
FY23A FY24A FY25E FY26E
5
($12.3)
$12.7 $18.8
$269.5
(82.1%)
28.6% 23.7% 69.5%
FY23A FY24A FY25E FY26E
Core EBITDA Core EBITDA Margin |
| CONFIDENTIAL | 46
YOTTA FINANCIAL SUMMARY
Summary operating and capital expenditure projections
2 2,3
Note: Figures are projected as of the end of each financial year. Please refer to Slides 49 and 50 of this Presentation for our financial model assumptions. Please see the risk factors on
Slides 59 through 62 of this Presentation and the forward-looking statements disclaimer on Slide 2 of this Presentation
OpEx
CapEx
($ millions)
($ millions)
$20 $25
$46
$88 89.8%
46.9%
50.8%
22.5%
FY23A FY24A FY25E FY26E
OpEx OpEx Margin
$124 $104
$870
$625
FY23A FY24A FY25E FY26E
CapEx |
| CONFIDENTIAL | 47
$338 $192
$88
$113
$1,293
($142)
($872)
($626)
$-
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
$2,000
FY25A Beginning
Cash Balance
FY25E CFO FY25E CFF FY25E CFI FY26E CFO FY26E CFF FY26E CFI FY26E Ending Cash
Balance
Beginning Cash CFO CFF CFI
CAPITALIZATION OVERVIEW
The PIPE transaction is expected to address Yotta’s cash needs through FY 2026 and help launch growth in the future
Cash needs are mainly to fund Capex – GPU equipment and construction – for anticipated continued growth
Cash
Trough:
$192mm
in FY2026
Founders / Promoters have
invested ~$288mm into the
Company to date
The current capital raise plan
supports adding 18,432 H100 GPUs
through the end of FY2026
($ millions)
Accelerated demand from AI
customers could require additional
GPU purchases, potentially pulling
forward future capex spend
Pre FY2025A1 ($ millions)
• Closing Cash: $338
• Total Debt: $675
• Net Debt: $337
• Net Debt / LTM Core EBITDA:
27.0x
FY2025E ($ millions)
• Closing Cash: $847
• Total Debt: $1,701
• Net Debt: $854
• Net Debt / LTM Core EBITDA:
45.4x
FY2026E ($ millions)
• Closing Cash: $192
• Total Debt: $1,558
• Net Debt: $1,367
• Net Debt / LTM Core EBITDA: 5.1x
Note: Figures are projected as of the end of each financial year. Please see financial model assumptions on Slides 49 & 50. See the risk factors on Slides 59 through 62 of this
Presentation and the forward-looking statements disclaimer on Slide 2 of this Presentation
1. As of April 1, 2024
1 |
| CONFIDENTIAL | 48
YOTTA FINANCIAL SUMMARY
Summary income statement information and projections1,2
Note: Figures are projected as of the end of each financial year
1. See projection assumptions on Slides 49 and 50 for more detail. See the risk factors on Slides 59 through 62 of this Presentation and the forward-looking statements disclaimer on
Slide 2 of this Presentation
2. Historical financials not segmented by business line
($ millions) 2023A 2024A 2025E 2026E
Revenue Breakdown
Hyperscaler Colo $19.1 $31.7
Enterprise Colo + MS & Cloud 46.3 63.3
AI Services 14.0 292.7
Core Revenue $15.0 $44.2 $79.3 $387.7
Non-Core Revenue 7.0 8.3 11.0 4.7
Total Revenue $22.0 $52.5 $90.4 $392.4
Expense Breakdown
Power Expense $0.0 $0.0 ($7.6) ($24.0)
Third Party Fees (7.5) (7.1) (7.1) (5.9)
Depreciation (10.5) (21.2) (47.5) (134.5)
Non-Core Expenses (7.3) (9.8) (11.9) (4.7)
COGS ($25.4) ($38.2) ($74.0) ($169.1)
Gross Profit / (Loss) ($3.4) $14.3 $16.3 $223.3
Gross Margin (15.3%) 27.3% 18.1% 56.9%
Sales & Marketing $1.2 $1.6 $6.0 $9.2
SG&A 3.4 4.8 9.3 22.0
AMC 1.9 3.1 5.9 9.0
Manpower 7.3 5.9 15.9 30.6
Fuel 1.1 3.4 1.3 0.1
Other Direct Costs 4.9 5.8 7.6 17.3
Operating Expenses (19.8) (24.6) (45.9) (88.3)
EBIT ($23.1) ($10.3) ($29.5) $135.0
(-) Net Interest Expense ($30.0) ($44.3) ($77.2) ($127.5)
(+/-) Taxes (0.1) 1.0 23.9 (1.9)
Profit / (Loss) After Tax ($53.2) ($53.7) ($82.8) $5.6
EBITDA ($12.6) $11.1 $17.9 $269.5
EBITDA Margin (57.3%) 21.2% 19.8% 68.7%
Core EBITDA ($12.3) $12.7 $18.8 $269.5
Core EBITDA Margin (82.1%) 28.6% 23.7% 69.5% |
| CONFIDENTIAL | 49
FINANCIAL MODEL ASSUMPTIONS
Note: All forecasts calculated in INR. Financial model assumes $USD/INR of ₹83.00, with the rupee depreciating 3% against $USD each year. $ presented in USD represent INR converted
to USD. See the risk factors on Slides 59 through 62 of this Presentation and the forward-looking statements disclaimer on Slide 2 of this Presentation
1. FYQ4 2024 reflects CYQ1 2024
2. Pricing and incremental revenue / MW of Power / Year assumptions are estimates
Pricing and
Utilization
Assumptions per
Business Line2
The Company has flexibility to dynamically allocate power between racks and floors within data centers to meet demand for its business lines (Hyperscaler Colocation, Enterprise Colocation +
Managed Services & Cloud, and AI Services) and maximize total MW utilization
Hyperscaler Colocation:
• Pricing is based on market rates and Yotta’s current contracts, modeled at ~$72 / KW / Month estimated as of Q4 FY2024, which deescalates to ~$70 / KW /
Month by Q1 FY2026. Management assumes a 2.5% per year price escalation (in rupees)
• Capacity utilization is assumed to be 90% through the duration of the projected period, driven by the existing customer demand pipeline
Enterprise Colocation + Managed Services & Cloud:
• Yotta models pricing at ~$252 / KW / Month estimated as of Q4 FY20241
, which deescalates to ~238 / KW / Month by Q1 FY2026 for its Enterprise
Colocation + Managed Services & Cloud offering. Management assumes pricing is held flat (in rupees)
• Capacity utilization is assumed to be 85%, driven by the existing customer demand pipeline
AI Services:
• Yotta assumes a blended rate of $3.23 / hour / GPU by Q1 FY2026. This considers (i) the mix of on-demand and reserved contacts, (ii) the pricing for on-demand and reserved contracts and (iii) additional GPU services, such as networking and storage
• The Company’s pricing strategy is informed by (i) its discussion with its pipeline customers and (ii) its goal to be priced more competitively than other HPCaaS
competitors
• Capacity utilization assumed to be 90% beginning in Q3 FY2025 based GPU delivery schedule and existing customer contracts and pipeline, with a 1.5% annual
utilization increase
MW and GPU
Assumptions
MW Assumptions:
• Driven primarily by (i) data center construction plan, (ii) GPU deployment schedule, and (iii) anticipated customer demand from the Company’s existing pipeline
• In the forecast, the allocation of MW to each business line is driven by (i) the existing customer demand and pipeline for each of the Company’s business lines
and (ii) a priority for higher revenue per MW
• The construction timeline in the forecast is based on (i) the Company’s historical experience managing data center construction at NM1 and D1 and earlier builds
for other customers, (ii) existing contracts with contractors and other construction service providers and includes (iii) the Company’s estimate of the receipt of all
government approvals required to build and commission each data center
GPU Deployment:
• Management has modeled delivery of 16,384 GPUs through FY 2026, with an additional 8,192 GPUs to be deployed annually thereafter, based on anticipated
customer demand ramp up and delivery guidance from NVIDIA. The Company assumes one quarter needed to set up GPUs
Non-Core Line
Items
• Core Revenue and Core EBITDA exclude Pass-Through Revenue along with the corresponding offsetting expenses
• Non-Core Revenue historically includes Pass-Through Revenue
• All Non-Core revenue is forecast to be pass through at 0% margin (i.e. related expenses offset revenue) |
| CONFIDENTIAL | 50
FINANCIAL MODEL ASSUMPTIONS (CONT’D.)
Note: All forecasts calculated in INR. Financial model assumes $USD/INR of ₹83.00, with the rupee depreciating 3% against $USD each year. $ presented in USD represent INR converted
to USD. See the risk factors on Slides 59 through 62 of this Presentation and the forward-looking statements disclaimer on Slide 2 of this Presentation
1. Excludes overheads such as networking and storage, which are calculated separately
Capex
Assumptions per
Business Line
Hyperscaler Colocation:
• Management assumes $3.5mm capex / MW design along with a 1.5% yearly capex escalator (in USD), based on historical operations, construction, and existing
contracts
Enterprise Colocation + Managed Services & Cloud
• Management assumes $2.75mm capex / MW design along with a 1.5% yearly capex escalator (in USD), based on historical operations, construction, and existing
contracts
AI Services:
• Price per H100 GPU and related infrastructure assumed to be $40,000 based on purchase orders and guidance from NVIDIA1
Cost
Assumptions
Cost of Goods Sold:
• Cost of goods sold assumptions include power costs and data center efficiency (PUE), third party fees, and depreciation
‒ Power costs are assumed to be ~$108 / MWh based on tariffs obtained from the power grid and substations, while PUE is estimated to be 1.5 and reflects
the efficiency of power consumption in the Company’s existing data centers
‒ Third party fees relate to ongoing software and license costs, and are held constant at 15% through 3Q FY 2025 and decrease gradually thereafter to 10%
‒ Depreciation assumes the following:
• AI Services Asset Life (i.e., GPUs and ancillary equipment) of 8 years
• Enterprise Colocation + Managed Services & Cloud Asset Life (i.e., servers and ancillary equipment) of 8 years
• Hyperscaler Colocation Data Center Asset Life (i.e., data center infrastructure, such as racks, cooling systems, power supply units, etc.) of 20 years
Operational Expenses:
• Driven by overhead for different service lines, based on a percent of sales stemming from historical operations and management assumptions
‒ Operational expenses associated with AI Services and managing GPUs are informed by Yotta’s extensive discussions and guidance from NVIDIA
Financing
Assumptions
• Through the Company’s existing extensive debt facilities and banking relationships, it expects:
‒ Continual access to the debt markets, leveraging a large asset base to raise capital (~80% LTV assumed)
‒ Cost of capital through 2026 consistent with existing contractual interest rates
• Certain of the current debt facilities have been guaranteed by the Hiranandani family. It is contemplated that the Company will indemnify the family for these
guarantees, the details of which and any impact to the Financial Model will be disclosed when known |
| CONFIDENTIAL | 51
Weighted
Average Coupon
8.87% 10.52% 10.64% 9.39% 10.17% 8.99% 8.99% 8.98% 9.02% 9.22% 8.91% 8.91% 8.91% 8.90% 8.91% 8.95%
1.7
18.0
28.7
99.1
199.2
30.9 31.9 34.8
44.5
106.4
42.7 44.4 47.1 50.4
35.1
2.0
FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 FY33 FY34 FY35 FY36 FY37 FY38 FY39 FY40
DEBT FACILITIES
Yotta has significant access to capital and a proven ability to continuously raise debt
1. Amounts originally denominated in Indian Rupees. Presentation assumes USD/INR of INR83.00. $ presented in USD represent INR converted to USD
2. Maturity schedule includes debt outstanding as on Oct 31, 2024, for facilities where no further draw is expected, and total sanctioned facility amount where undrawn limits are expected
to be drawn in future
Debt Payment Schedule of Outstanding Commitments1, 2
Projected Debt Facilities1, 2
1
($ millions) Term Loan Non-Convertible Debenture Factor Loan
Projected Debt Balances
($ millions)
Hyperscaler Colocation $1,016.0 $761.1 10.00%
Enterprise Colocation & MS + Cloud 197.7 244.0 10.00%
AI Services 486.8 553.4 10.00%
Total Existing Debt $1,700.5 $1,558.4 10.00%
FY 2025 FY 2026 Coupon |
| V. APPENDIX |
| CONFIDENTIAL | 53
285.5%
(0.4)
12.9% 10.6%
19.3%
9.8%
24.2%
15.1%
10.3% 9.3%
20.1%
TRANSACTION OVERVIEW
Yotta compares favorably with its peers in the physical infrastructure space
Revenue CAGR Projection1,2,3 EBITDA Growth1,3
197.3%
3.0%
9.8% 8.4%
19.6%
6.3%
22.8%
17.3%
(16.9)
9.1%
12.6%
FY24A-FY26E CY23A-CY25E FY25E-FY26E CY24E-CY25E
FY25E/FY26E CY24E/CY25E
Note: Revenue and EBITDA figures presented for Yotta are its Core Revenue and Core EBITDA; see financial summary on Slide 48 for more detail on Yotta’s figures
1. The financial figures for comparable companies are shown based on FY numbers, whereas Yotta's figures are presented for the FY ending on March 31 of the following year. For
instance, Yotta's FY 2024 encompasses the 12 months ending on March 31, 2024, and is compared against comparable companies’ CY2023 numbers
2. Revenue CAGR Projections are year-over-year rather than across the entire 2-year period
3. S&P Capital IQ Pro consensus estimates as of 9/30/2024
49.5% 55.7% 51.6% 46.9% 44.2%
77.3%
51.5%
69.9%
22.0%
35.9%
27.9%
69.3%
56.2% 51.5% 47.9% 44.5%
76.6%
49.6%
69.8%
38.4% 36.1% 29.9%
Yotta Digital Core Digital Realty Equinix GDS Holdings KeppelDC NextDC SUNeVision Digital Bridge Iron Mountain VNET Group
Pure-Play Data Centers Other Comparables
EBITDA Margin1,3 |
| CONFIDENTIAL | 54
197.3%
21.5%
27.8%
23.7%
28.2%
22.4%
13.3%
26.1% 27.6%
18.1%
30.0%
25.1%
EBITDA Margin1,3
TRANSACTION OVERVIEW
Yotta compares favorably with other high growth companies in the cloud infrastructure space
Revenue CAGR Projection1,2,3 EBITDA Growth1,3
FY24A-FY26E CY23A-CY25E FY25E-FY26E CY24E-CY25E
FY25E/FY26E CY24E/CY25E
285.5%
n.m.
33.8%
368.6%
35.5% 29.3% 18.8%
342.8%
42.5% 48.9%
n.m.
33.8%
49.5%
(2.4%)
18.40%
1.80%
25.80% 23.60%
38.36%
2.00%
8.30% 10.80%
(1.3%)
22.70%
69.3%
4.20%
19.30%
6.70%
27.70% 24.80%
40.41%
6.90% 9.30% 13.30%
7.40%
24.30%
Note: Revenue and EBITDA figures presented for Yotta are its Core Revenue and Core EBITDA; see financial summary on Slide 48 for more detail on Yotta’s figures
1. The financial figures for comparable companies are shown based on FY numbers, whereas Yotta's figures are presented for the FY ending on March 31 of the following year. For
instance, Yotta's FY 2024 encompasses the 12 months ending on March 31, 2024, and is compared against comparable companies’ CY2023 numbers
2. Revenue CAGR Projections are year-over-year rather than across the entire 2-year period
3. S&P Capital IQ Pro consensus estimates as of 9/30/2024 |
| CONFIDENTIAL | 55
15.2x
125.1x
69.9x
98.1x
48.4x 49.5x
11.2x
115.0x
70.7x
76.6x
70.4x
33.9x
GLOBAL DATA CENTER TRADING COMPARABLES
Physical infrastructure and cloud infrastructure trading comps suggest mean Total Enterprise Value (TEV) / EBITDA multiples of ~20.0x
and ~65.3x, respectively1
Comps Mean:
20.0x
Comps Mean:
65.3x
4
3
Note: Revenue and EBITDA figures presented for Yotta are its Core Revenue and Core EBITDA; see financial summary on Slide 48 for more detail on Yotta’s figures
1. As of April 22, 2024; multiples based on consensus EBITDA figures, excluding Yotta
2. Comparable company figures are presented as CY 2025 estimates; Yotta figures are presented as FY 2026 estimates due to its FY ending on March 31 and thus is best suited to compare
with comparable companies’ CY 2025E estimates
3. Valuation based on Implied Enterprise Value per Slide 9 and FY 2026E Core EBITDA
4. S&P Capital IQ Pro consensus estimates as of 9/30/2024
Physical
Infrastructure:
TEV /
2025E EBITDA2,4
Cloud
Infrastructure:
TEV /
2025E EBITDA2,4
15.2x
25.3x
21.9x 20.2x
9.8x
22.1x
46.6x
10.3x
23.2x
19.0x
7.0x
Pure-Play Data Centers Other Comparables
4 |
| CONFIDENTIAL | 56
GLOBAL DATA CENTER TRANSACTION COMPARABLES
Data center transactions suggest a median EV / Adjusted EBITDA multiple of 25.5x
1. Precedent transaction valuation figures per FactSet
Transaction EV / Adjusted EBITDA1
Date Acquirer Target Target Geography Implied EV ($mm) EV / Adjusted EBITDA
Sep-24 Blackstone AirTrunk Asia $16,000 21.0x
Sep-23 KKR SingTel Singapore 1,100 32.0x
Aug-23 Bain Capital ChinData China 3,200 10.9x
Nov-22 Digital Bridge AIMS Group Malaysia 700 37.3x
Mar-22 KKR/GIP CyrusOne United States 15,000 25.5x
Mar-22 Equinix Entel LatAm 705 23.0x
Jan-22 IFM + Digitalbridge Switch United States 11,000 31.3x
Nov-21 American Tower Coresite United States 10,100 29.4x
Jul-21 Starboard Cyxtera United States 3,400 16.0x
Mean 25.2x
Median 25.5x
21.0x
32.0x
10.9x
37.3x
25.5x
23.0x
31.3x
29.4x
16.0x |
| CONFIDENTIAL | 57
FINANCIAL RECASTS
Non
-IFRS Income Statement Reconciliation
1
1. Fiscal year end is March 31
($ millions) 2023A 2024A
Profit / (Loss) after tax ($53.2) ($53.7)
(+) Non-Controlling interest 0.0 0.2
(+) Tax 0.1 (1.0)
(+) Finance Cost 32.7 49.5
(+) Depreciation and Amortization Expenses 10.5 21.2
(−) Finance Income (2.0) (4.4)
(−) Other Income (0.8) (0.9)
EBITDA ($12.6) $11.1
Revenue from contract with customers $22.0 $52.7
(−) Other operating income 0.0 (0.2)
Derived Revenue for Margin (A) 22.0 52.5
Derived EBITDA (B) (12.6) 11.1
EBITDA Margin (B/A) (57.3%) 21.2%
Revenue from contract with customers $22.0 $52.7
(−) Other Operating Income 0.0 (0.2)
(−) Sale of Equipments (2.8) (0.3)
(−) Power distribution, facility management and related services (1.7) (1.8)
(−) Data centre construction (2.5) (6.1)
Core Revenue $15.0 $44.2
Profit / (Loss) after tax ($53.2) ($53.7)
(+) Non-Controlling interest 0.0 0.2
(+) Tax 0.1 (1.0)
(+) Finance Cost 32.7 49.5
(+) Depreciation and Amortization Expenses 10.5 21.2
(+) Cost of DC Construction 2.5 6.0
(+) Cost of Equipments 2.4 0.3
(+) Cost of Power Purchased 2.4 3.5
(−) Finance Income (2.0) (4.4)
(−) Other Income (0.8) (0.9)
(−) Sale of Equipments (2.8) (0.3)
(−) Power distribution, facility management and related services (1.7) (1.8)
(−) Data centre construction (2.5) (6.1)
Core EBITDA ($12.3) $12.7
Revenue from contract with customers $22.0 $52.7
(−) Other Operating Income 0.0 (0.2)
(−) Colocation, Cloud and IT Management Services (9.7) (37.7)
(−) Network and Connectivity (5.3) (6.6)
Non-Core Revenue $7.0 $8.3
Derived EBITDA ($12.6) $11.1
(−) Derived Core EBITDA 12.3 (12.7)
Non-Core EBITDA ($0.3) ($1.6) |
| CONFIDENTIAL | 58
GLOSSARY
• AI: Artificial Intelligence
• API: Application Programming Interface – Set of protocols for building software applications
• ARR: Annual Recurring Revenue – expected revenue to recur annually from the existing signed orders with customers under the assumption that they will be renewed as
and when due. This also includes customer orders where revenue may be yet to commence or there may be a ramp-up phase
• BFSI: Banking, Financial services and Insurance
• CFO: Cash Flow from Operations is the amount of cash a company generates from its core business activities
• CFI: Cash Flow from Investing activities reflects the inflows and outflows resulting from investment activities such as capital expenditures
• CFF: Cash Flow from Financing activities reflects the net flows of cash that are used to fund a company’s operations and capital expenditures
• CPU: Central Processing Unit – Primary component executing instructions from a computer program
• Core EBITDA: EBITDA associated with Core Revenue and associated variable expenses, as well as the Company’s operating expenses
• Core Revenue: The Company’s Hyperscaler Colo, Enterprise Colo + MS & Cloud, and AI Services revenue lines
• CUDA: Compute Unified Device Architecture – NVIDIA parallel computing platform and programming model optimized for NVIDIA GPUs
• D1: First data center at Greater Noida Campus
• D2: Second data center at Greater Noida Campus
• DC: Data center
• Fiscal Year: Yotta’s fiscal year ends March 31
• GPU: Graphics Processing Unit – Specialized hardware optimized for parallel tasks, such as AI model training, graphics rendering, and others
• GPU Node: Graphics Processing Unit Node – Computing server equipped with GPUs (often 8 GPUs per node)
• InfiniBand: NVIDIA high-speed networking technology for data transfer in computing clusters
• IoT: Internet of Things – Describes devices with sensors, processing ability, software and other technologies that connect and exchange data with other devices and
systems over the Internet or other communications networks
• IT: Information Technology
• Kubernetes: Container orchestration architecture for automating application deployment, scaling, and management
• ML: Machine Learning
• MTSAs: Managed Trusted Service Agreements
• MW: Megawatt – Notion of power commonly used for data center power output. 1 megawatt = 1 million watts
• NM1: Data center at Navi Mumbai Campus
• Non-Core EBITDA: The Company’s consolidated EBITDA, including margin associated with both Core and Non-Core revenue, as well as the Company’s operating
expenses
• Non-Core Revenue: Incremental revenue associated with Construction Revenue, Power Pass Through Revenue, and Resale Revenue
• Pass-Through Revenue: Revenue gained through Power Distribution, Facility Management, and Related Services at little to no margin
• PUE: Power Usage Effectiveness – Measure of data center energy efficiency: total power used over IT energy
• Ready Reckoner Rate: The minimum valuation sets by the state government for properties in a particular area, serving as a benchmark for calculating various taxes,
charges and fees related to property transactions, including stamp duty and registration fees |
| CONFIDENTIAL | 59
RISK FACTORS
Certain factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or
that we currently believe are not material, may also become important factors that could have a material adverse effect on our business, financial condition and results of operations. If any of the following risks actually materialize, they could have a
material adverse effect on our business, financial condition and results of operations. In that event, you could lose part or all of your investment. All references in this section to “we,” “our” or “us” refer to both the business of Nidar Infrastructure
Limited and its subsidiaries (collectively, “Nidar”) prior to the consummation of the proposed business combination (the “Proposed Business Combination”) with Cartica Acquisition Corp (“Cartica”) and to the business of the post-business
combination public company and its subsidiaries.
The list below is not exhaustive. It has been prepared solely for purposes of the private placement transaction and solely for potential private placement investors. It has not been prepared for any other purpose. You should carefully consider these
risks and uncertainties, together with any other information provided to you, and you should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this offering
before making an investment decision. Risks relating to the business and securities of Nidar and Cartica as well as the Proposed Business Combination will be disclosed in future documents filed or furnished by Nidar or Cartica with the U.S. Securities
and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the Proposed Business Combination. The risks and uncertainties presented in such filings will be consistent with those that would be required for a
public company in its filings with the SEC, including with respect to the business and securities of Nidar and Cartica as well as the Proposed Business Combination. Accordingly, such risks and uncertainties may differ significantly from, and be more
exhaustive than, those presented below.
The risks described herein are not the only ones Nidar and Cartica face. Additional risks that are not currently known or that are currently believed to be immaterial may also impact our business, financial condition or results of operations. You should
review the investor presentation and perform your own due diligence prior to making an investment in Nidar. |
| CONFIDENTIAL | 60
RISK FACTORS (CONT’D.)
Risks Related to Yotta
• Yotta’s business depends upon the demand for data centers.
• Yotta faces significant competition, which may adversely affect the occupancy and rental rates of its data centers.
• Any failure of Yotta’s physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions.
• Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm Yotta’s business and operating results.
• Yotta’s contracts with its customers could subject it to significant liability.
• Yotta’s data centers may not be suitable for re-leasing without significant expenditures or renovations.
• Yotta’s portfolio depends upon local economic conditions and is geographically concentrated in certain locations.
• Yotta’s business and operations, and its customers, suppliers and business partners may be adversely affected by epidemics, pandemics or other outbreaks.
• Yotta and its customers may experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays. For instance: NVIDIA, the leading provider of AI chips (H100 GPUs), faces backlogs of 52+ weeks
and TSMC, the main foundry supplying leading edge semiconductors for GPUs, expects its supply constraint to last at least until 2025.
• Yotta may not be able to adapt to changing technologies and customer requirements, and Yotta’s data center infrastructure may become obsolete.
• Yotta depends on third parties to provide network connectivity to the customers in its data centers and any delays or disruptions in connectivity may materially adversely affect its operating results and cash flow.
• Many of Yotta’s costs, such as operating and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation.
• Yotta may have difficulty managing its growth.
• Potential losses may not be covered by insurance.
• Yotta could incur significant costs related to environmental matters, including from government regulation, private litigation, and existing conditions at some of its properties.
• Yotta’s business could be adversely impacted if there are deficiencies in its disclosure controls and procedures or internal control over financial reporting.
• Yotta is currently operating in a period of economic uncertainty and capital markets disruption, which could negatively affect its business and financial condition.
• Yotta’s business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as restrictions on access to power.
• Yotta experienced an information technology security breach in the past and may be vulnerable to future security breaches, which could disrupt its operations and have a material adverse effect on its business, results of operation and financial
condition.
• Any failure of Yotta’s physical infrastructure or negative impact on its ability to meet its obligations to its customers, or damage to customer infrastructure within its data centers, could lead to significant costs and disruptions that could reduce
its revenue and harm its business reputation and financial condition.
• If Yotta is unable to recruit or retain key executives and qualified personnel, including Yotta’s Chairman, Darshan Hiranandani, its business could be harmed.
• Yotta depends on a number of third parties to provide internet connectivity to its data centers; if connectivity is interrupted or terminated, its results of operations and cash flow could be materially and adversely affected.
• Because Yotta depends on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm its business and results of operations.
• Yotta may incur goodwill and other intangible asset impairment charges, or impairment charges to its property, plant and equipment, which could result in a significant reduction to its earnings.
• Yotta’s construction of new data centers or data center expansions could involve significant risks to its business.
• Yotta continues to invest in its expansion efforts but may not have sufficient customer demand in the future to realize expected returns on these investments.
• If Yotta is not able to generate sufficient operating cash flows or obtain external financing, its ability to fund incremental expansion plans may be limited.
• Environmental regulations may impose upon Yotta new or unexpected costs.
• Yotta’s business may be adversely affected by physical risks related to climate change and responses to it.
• Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect Yotta’s financial statements and cash taxes.
• Government regulation or failure to comply with laws and regulations may adversely affect Yotta’s business.
• Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions.
• Yotta may not be able to protect its intellectual property rights.
• Yotta’s failure to detect and deter criminal or fraudulent activities or other misconduct by its employees could result in loss of trust from its customers and negative publicity, which would have an adverse effect on its business and results of
operations.
• Yotta is subject to laws and regulations in the United States and other countries in which it operates, including the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control laws, import and customs laws,
trade and economic sanctions laws. Compliance with these laws requires significant resources and non-compliance may result in civil or criminal penalties and other remedial measures. |
| CONFIDENTIAL | 61
RISK FACTORS (CONT’D.)
Risks Related to Yotta (Cont’d)
• It may be difficult for you to enforce any judgment obtained in the United States against Yotta, its directors or executive officers or its affiliates.
• Others could claim that Yotta infringes, violates, or misappropriates their intellectual property rights, which may result in substantial costs, diversion of resources and management attention and harm to its reputation.
• If Yotta fails to adequately protect its intellectual property rights and proprietary information in the United States and abroad, its competitive position could be impaired and it may lose valuable assets, experience reduced revenues and incur
costly litigation to protect its rights.
• Yotta’s failure to maintain long-term relationships with customers, particularly customers from which Yotta derives significant revenue, could have a material adverse effect on Yotta’s business, growth prospects and results of operations.
• Yotta has a history of operating losses and may not achieve or sustain profitability in the future.
• Yotta has a limited operating history, which makes it difficult to forecast its future results of operations.
• Delays in customer payments and receivables may materially and adversely affect Yotta’s profits and affect its cash flows.
• Yotta has entered into various agreements with its technology partners to collaborate on design and innovation of products and solutions. Any breach by Yotta of its obligations under such agreements could result in the imposition of financial
penalties under such agreements, subject Yotta to litigation and adversely affect Yotta’s reputation, any of which could have a material adverse effect on its business, growth prospects, financial condition and results of operations.
• Yotta incurs significant expenditure on components and it relies heavily on a limited number of third-party vendors to supply the components necessary to operate its data centers. Any adverse change in Yotta’s relationships with such third-party vendors or a significant increase in Yotta’s overall component costs could material and adversely affect its business, financial condition and results of operations.
• Yotta’s current order book value is not necessarily indicative of future growth. Further, some of the orders that constitute its current order book could be cancelled, put in abeyance, delayed, or not paid for by its customers, which could
adversely affect Yotta’s financial condition, cash flows and results of operations.
• Conditions and restrictions imposed on Yotta by the agreements governing its existing and any future indebtedness could materially and adversely affect its ability to operate its business.
• Yotta may be unable to enforce its rights under some of the agreements executed by it on account of insufficient stamping, as required by applicable Indian law.
• A substantial portion of Yotta’s assets is hypothecated or mortgaged in favor of lenders as security for some of its borrowings, which exposes Yotta to the risk that lenders may foreclose on the assets securing such borrowings in the event that
Yotta fails to service its debt obligations, which may materially and adversely affect its business, financial condition, and results of operations.
• Exchange rate fluctuations may adversely affect Yotta’s results of operations, as some portions of its revenues and expenditures are denominated in foreign currencies.
• Unfavorable media coverage or negative publicity of companies with which Yotta has partnered could harm its brand, business, financial condition, cash flows and results of operations.
• As Yotta has a limited operating history and has no history of profitable operations, there is a limited historical basis on which investors can make judgments regarding its ability to operate its business or its future results of operations, including
its ability to achieve profitability on a sustained basis.
Risks Related to Doing Business in India
• Increases in the price of developable land or shortages of land available for future expansion of data centers would make it more costly to develop new data centers and could materially and adversely affect Yotta’s growth prospects and results
of operations.
• Yotta may not be able to successfully identify and acquire suitable land to develop new data centers or expand existing data centers, which may materially and adversely affect its business and growth prospects.
• While acquiring land parcels or other properties for development purposes, Yotta’s diligence in connection therewith may not uncover all legal uncertainties and defects, which may have an adverse impact on its ability to develop and market
projects on such lands and could result in unforeseen costs that may be material.
• Some of Yotta’s data centers are on leave and license basis. Failure to comply with the conditions of the use of such property could result in an adverse impact on Yotta’s business and operations. Further, there can be no assurances that these
leave and license agreements will be renewed upon termination or that Yotta will be able to obtain other premises on lease on the same or similar commercial terms.
• Yotta operates primarily in India and is subject to a legal and regulatory environment that may differ in certain respects from that of other countries.
• Any failure to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for Yotta’s operations from time to time may adversely affect its business.
• A slowdown in economic growth in India could adversely affect Yotta’s business.
• Increasing employee compensation in India may erode some of Yotta’s competitive advantage and may reduce its profit margins, which may have a material adverse effect on its business, financial condition, cash flows and results of operations.
• Adverse geopolitical conditions, such as an increased tension between India and its neighboring countries, the Russia-Ukraine conflict and conflicts in the Middle East, could adversely affect Yotta’s business, results of operations and financial
condition. Terrorist activity, or other acts of violence, including violence stemming from the current climate of political and economic uncertainty, could adversely impact Yotta’s business.
• Political, economic or other factors that are beyond Yotta’s control may have an adverse effect on its business and results of operations.
• Governmental actions and changes in policy could adversely affect Yotta’s business.
• Yotta may be affected by competition law in India and any adverse application or interpretation of the Competition Act, which could adversely affect its business.
• A downgrade in the credit ratings of India may affect the value of Yotta’s securities.
• Yotta’s ability to raise foreign capital may be constrained by Indian law.
• Any delays or unexpected costs in the development of Yotta’s existing space and developable land and new properties acquired for development may delay and harm its growth prospects, future operating results and financial condition.
• Declining real estate valuations, impairment charges and illiquidity of real estate investments could adversely affect Yotta’s earnings and financial condition. |
| CONFIDENTIAL | 62
RISK FACTORS (CONT’D.)
Risks Relating to Ownership of Yotta’s Securities
• Yotta’s management team has limited experience managing a public company.
• Yotta may be subject to securities class action and other litigation, which may harm its business and results of operations.
• If securities or industry analysts do not publish research or reports about Yotta’s business, or publish negative reports about its business, its share price and trading volume could decline.
• Yotta may not pay dividends and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of its ordinary shares.
• There has been no prior market for Yotta’s ordinary shares and an active trading market for such securities may never develop or be sustained, which may cause its shares to trade at a discount and make it difficult to sell the shares.
• The market price of Yotta’s ordinary shares may be volatile or may decline regardless of its operating performance, which could cause the value of your investment to decline.
• Yotta is expected to be an “emerging growth company” within the meaning of SEC rules, and it cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make its ordinary shares less
attractive to investors.
• Following the Business Combination, Yotta is expected to be a “controlled company” within the meaning of Nasdaq listing rules and, as a result, will qualify for exemptions from certain corporate governance requirements. Yotta’s shareholders
may not have the same protections afforded to shareholders of companies that are subject to such requirements.
• As a result of becoming a public company, Yotta will incur increased costs and become subject to additional regulations and requirements, which could lower its profits, make it more difficult to run its business or divert management’s attention
from its business.
• Yotta’s internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on its business and the market price of its ordinary shares.
• You may be diluted by the future issuance of additional ordinary shares in connection with Yotta’s incentive plans, acquisitions or otherwise.
• Cartica Acquisition Partners, LLC (“the Sponsor”), Yotta, certain employees and certain founder shareholders may have interests that conflict with other shareholders and the employees may sell additional shares, or the market perception of
such sale may cause the market price of Yotta’s ordinary shares to decline.
• Yotta has substantial debt and face risks associated with the use of debt to fund its business activities, including refinancing and interest rate risks.
• Yotta’s growth depends on external sources of capital which are outside of its control and failure to generate or raise sufficient funds for working capital could materially and adversely affect its business and growth prospects.
Risks Related to the Proposed Business Combination
• Events, changes or other circumstances, many of which are beyond the control of Nidar and Cartica, could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Proposed Business
Combination.
• The Proposed Business Combination may disrupt current plans and operations of Nidar.
• If the Proposed Business Combination’s benefits do not meet expectations of investor or securities analysts, the market price of Cartica’s securities, or following the consummation of the Proposed Business Combination, the combined
company’s securities, may decline.
• The valuation ascribed to the combined company may not be indicative of the price that will prevail in the trading market following the Proposed Business Combination. If an active market for the combined company's securities develops and
continues, the trading price of the combined company's securities following the Proposed Business Combination could be volatile and subject to wide fluctuations in response to various factors, which could contribute to the loss of all or part
of your investment.
• Both Nidar and Cartica will incur significant transaction costs in connection with the Proposed Business Combination.
• Cartica and Nidar may not successfully or timely consummate the Proposed Business Combination, including due to a failure to satisfy the minimum cash condition, any required regulatory approvals not being obtained, being delayed or subject
to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination, or the approval of the shareholders of Nidar or Cartica not being obtained.
• The consummation of the Proposed Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the
Proposed Business Combination may not be consummated.
• Since the Sponsor has interests that are different, or in addition to (and which may conflict with), the interests of the public shareholders of Cartica, a conflict of interest may exist in determining whether the Proposed Business Combination is
an appropriate business combination. Such interests include that the Sponsor will lose its entire investment in Cartica if a business combination is not completed by January 7, 2025 or such later date approved by Cartica’s board of directors and
its shareholders.
• Legal proceedings in connection with the Proposed Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Proposed Business Combination.
• Following the consummation of the Proposed Business Combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business,
financial condition and results of operation.
• Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Nidar’s or the combined company's business, including the ability of the parties to consummate the Proposed Business Combination, and
the financial condition and operational results of Nidar or the combined company. |
Cartica Acquisition (NASDAQ:CITEW)
過去 株価チャート
から 12 2024 まで 1 2025
Cartica Acquisition (NASDAQ:CITEW)
過去 株価チャート
から 1 2024 まで 1 2025