Your Directors are pleased to present the 19^th
(Nineteenth) Board's Report on the business and
operations of Indus Towers Limited (the Company
or Indus Towers or Indus) together with the Audited
Financial Statements for the financial year ended
March 31, 2025 (financial year 2024-25).

Business Overview

Indus Towers is a provider of tower and related
infrastructure sharing services to telecommunication
service providers in India. Indus is one of the
largest telecom tower companies in India basis the
number of towers and co-locations operated by the
Company. The business of Indus Towers is to deploy,
own, operate and manage passive infrastructure
pertaining to telecommunication operations.
The Company provides access to its towers, primarily
to wireless telecommunication service providers,
on a shared basis under long-term contracts.
Indus has a nationwide presence with operations in all
22 telecommunication circles in India and caters to all
wireless telecommunication service providers in India.

As of March 31, 2025, Indus owned and operated
2,62,499 towers with 4,19,313 co-locations (including
lean) in 22 telecommunication circles.

Financial Highlights

The Financial Statements of the Company have been
prepared in accordance with the Indian Accounting
Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 ('the Act') read with Companies
(Accounts) Rules, 2014.

A. Consolidated financial results as per Ind AS

B. Standalone financial results as per Ind AS

Material Developments

Buy back of equity shares

During the period under review, the Board of Directors
of the Company in its meeting held on July 30, 2024,
approved the proposal for buy-back of 56,774,193
fully paid-up equity shares of the Company having
face value of ' 10/- each at a price of ' 465/- per share
through tender offer route.

The Buyback represented 2.11% of the total issued
and paid-up equity share capital of the Company and
involved an aggregate consideration of approximately
' 26,400 Million. The settlement of bids and
payment of buyback consideration was completed
August 28, 2024, and the shares were extinguished on
September 4, 2024.

Change in Promoter shareholding

During the year under review, Al- Amin Investments
Limited, Asian Telecommunication Investments
(Mauritius) Limited, CCII (Mauritius), Inc., Vodafone
Telecommunications (India) Limited, Mobilvest, Prime
Metals Ltd., Trans Crystal Ltd., Euro Pacific Securities
Ltd., Omega Telecom Holdings Private Limited
and Usha Martin Telematics Limited (Collectively
referred as "Vodafone Promoter entities/Vodafone
Shareholders”) completely divested their shareholding
in the Company. Consequently, the nominee directors
representing Vodafone Shareholders resigned from
the Board following the cessation of the Board
Appointment Rights of the Vodafone Shareholders
in the Company.

Upon completion of the buy-back of shares undertaken
by the Company and the change in the composition

of the Board upon resignation of Vodafone Nominee
Directors, the Company became a subsidiary of
Bharti Airtel Limited in accordance with applicable
Indian Accounting Standards. Further, an application
for re-classification of Vodafone Promoter entities
from the "Promoter” category to "Public” is currently
under review by the Stock Exchanges, in compliance
with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Share Capital

During the year under review, there was no change in
the Authorised Share Capital of the Company, and it
stood at ' 35,500,000,000/- divided into 3,550,000,000
equity shares of face value of ' 10/- each as on
March 31, 2025.

Consequent to the buy-back of 56,774,193 equity
shares of the Company, the issued, subscribed and
paid-up equity share capital of the Company reduced
to ' 26,381,627,570/- divided into 2,638,162,757 fully
paid-up equity shares of face value of '10/- each as
on March 31, 2025.

Transfer to Reserves

The Company has not transferred any amount to
the General Reserve for the financial year ended
March 31, 2025.

However, during the year under review, upon
buyback of 56,774,193 fully paid-up equity shares,
the Company has transferred approximately
' 568 Million to Capital Redemption Reserve.

Dividend

The Board of Directors of the Company has not
declared any dividend for the financial year 2024-25.

Credit Rating

As on the date of this report, the Company was rated
by two domestic rating agencies namely CRISIL and
ICRA Ltd, as mentioned hereunder:

1. CRISIL has rated the long-term bank loan facility
as CRISIL AA /Positive (Outlook revised from
'Stable' to 'Positive'; Rating reaffirmed), Short
Term bank loan facility as CRISIL A1 (Reaffirmed),
' 17,500 Million bond as CRISIL AA /Positive
(Outlook revised from 'Stable' to 'Positive';
Rating reaffirmed) and Commercial Paper as
CRISIL A1 (Reaffirmed).

Further, credit rating assigned to ' 7,500 Million
bond (debt instruments) has been withdrawn as
' 7,500 Million Series I Non- Convertible Debentures
were redeemed during the financial year.

2. ICRA Ltd has rated Term Loans as
[ICRA] AA (Stable), Non-Convertible debenture
as [ICRA] AA (Stable), Commercial paper as
[ICRA] A1 , Fund based/ Non-fund based limits as
[ICRA] AA (Stable)/ [ICRA]A1 and Unallocated
limits as [ICRA] AA (Stable)/ [ICRA]A1 .

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
('the Listing Regulations'), the Dividend Distribution
Policy has been adopted by the Board of Directors
of the Company to set out the parameters and
circumstances that will be taken into account
by the Board in determining the distribution of
dividend to its shareholders and/ or retaining profits
earned by the Company. The Dividend Distribution
Policy is available on the Company's website at
https://www.industowers.com/wp-content/
uploads/Dividend-Distribution.pdf.

Transfer of amount to Investor Education
and Protection Fund (‘IEPF’)

Pursuant to the provisions of Section 124 of the Act,
during the financial year 2024-25, the Company has
transferred a dividend amount of ' 444,480/- and
' 129,960/- pertaining to interim and final dividend
respectively on equity shares for the financial year
2016-17, which remained unpaid/ unclaimed for
a period of 7 (seven) consecutive years, to IEPF
established by the Central Government.

Further, 1,589 (One Thousand Five Hundred and
Eighty Nine) equity shares of the Company on
which the dividend remained unpaid/ unclaimed for
a period of 7 (seven) consecutive years were also
transferred to IEPF in accordance with the Act and
rules laid thereunder after giving due notice to the
concerned shareholders.

The investors whose shares and dividend amount
have been transferred to IEPF may claim their shares
and seek a refund in accordance with the provisions
of law. The details regarding the above along with
the process for claiming the unpaid dividend/
shares is available on the website of the Company at
https://www.industowers.com/investor/shares/.

The Company has also uploaded the details of unpaid
and unclaimed dividend amounts lying with the
Company as on the date of closure of financial year
i.e. March 31, 2025 on the website of the Company at
https://www.industowers.com/investor/shares/.

Nodal Officer

In accordance with the provisions of Rule 7(2A) of
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, Ms. Samridhi Rodhe, Company Secretary
& Compliance Officer of the Company, has been
appointed as the Nodal Officer of the Company.
The details are available on the Company's website at
https://www.industowers.com/investor/
investor-support/

Deposits

The Company has not accepted any deposit and as such
no amount of principal or interest was outstanding as on
March 31, 2025.

Directors and Key Managerial Personnel

Induction, Re-appointment and Resignation

During the financial year, the following changes took
place in the Board:

Appointments and Re-appointments

• Mr. Dinesh Kumar Mittal (DIN: 00040000) was
appointed as an Additional Director in the

category of Independent Director for a term of
5 (five) consecutive years i.e. w.e.f. April 01,
2024 till March 31, 2029. His appointment was
approved by the shareholders via postal ballot/
e-Voting on June 22, 2024. He was also appointed
as the Chairman of the Board w.e.f. April 01, 2024.

• Mr. Jagdish Saksena Deepak (DIN: 02194470) was
appointed as an Additional Director in the category
of Non-Executive Non-Independent Director w.e.f.
August 01, 2024. Thereafter, the shareholders
at the 18^th Annual General Meeting held on
August 29, 2024, approved the appointment of
Mr. Jagdish Saksena Deepak as a Non-Executive
Non-Independent Director.

• Mr. Rakesh Bharti Mittal (DIN:00042494)
and Mr. Soumen Ray (DIN:09484511) were
appointed as Directors in the category of
Non-Executive Non-Independent Directors w.e.f.
January 20, 2025 with the approval of the
shareholders via postal ballot/ e-Voting on
January 20, 2025.

^• I n terms of the provisions of Section 152 of the
Act, Mr. Harjeet Singh Kohli (DIN:07575784),
Non-Executive Non-Independent Director and
Mr. Prachur Sah (DIN: 07871676), Managing
Director & CEO will be liable to retire by
rotation at the ensuing Annual General
Meeting of the Company and being eligible,
have offered themselves for re-appointment.
Based on the recommendation of the HR,
Nomination and Remuneration Committee, the
Board has recommended their re-appointment
to the shareholders.

In the opinion of the Board, all the Directors,
including the Directors appointed/ re-appointed
during the year, possess the requisite qualifications,
experience, expertise, proficiency and hold high
standards of integrity.

Brief resume, nature of expertise, disclosure of
relationships between Directors inter-se, details of
directorships and Committee membership held in
other companies of the Directors proposed to be
re-appointed, along with their shareholding in the
Company, as stipulated under Secretarial Standard-2
and Regulation 36 of the Listing Regulations,
is appended as an Annexure to the Notice of
the ensuing AGM.

Cessation

• Mr. Pankaj Tewari resigned as Non-Executive
Non-Independent Director of the Company w.e.f.
closure of business hours of July 31, 2024.

• Ms. Sonu Halan Bhasin resigned as an Independent
Director of the Company w.e.f. closure of business
hours of August 30, 2024 due to due to her short
term commitments. Ms. Sonu Halan Bhasin

also confirmed that there is no other reason for
her resignation.

• Mr. Ravinder Takkar, Mr. Sunil Sood and
Mr. Thomas Reisten resigned as Non-Executive
Non-Independent Directors of the Company w.e.f.
closure of business hours of November 18, 2024
due to cessation of Board Appointment Rights of
Vodafone Shareholders upon divestment of their
entire shareholding in the Company.

^• Mr. Randeep Singh Sekhon resigned as
Non-Executive Non-Independent Director of the
Company w.e.f. January 20, 2025.

The Board placed on record its deepest gratitude and
appreciation towards the valuable contribution made
by the above mentioned Directors.

Save and except the above, there was no change in
the Directors or KMPs of the Company during the
financial year under review.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, the Company
has received declarations from all the Independent
Directors of the Company confirming that they meet
the criteria of independence as prescribed under
Section 149(6) of the Act, as amended, read with
Rules framed thereunder and Regulation 16(1)(b)
of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware
of any circumstance or situation which exists or
may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence and that they are independent of
the Management.

The Independent Directors have also confirmed that
they have complied with the Company's Code of
Conduct and that they are registered on the databank
of Independent Directors maintained by the Indian
Institute of Corporate Affairs. The Directors have
further confirmed that they are not debarred from
holding the office of Director under any SEBI order or
any other such authority.

The Board of Directors of the Company have taken
on record the aforesaid declaration and confirmation
submitted by the Independent Directors.

Pursuant to Section 134 of the Act read with
Rule 8(5) of the Companies (Accounts) Rules, 2014, in
the opinion of the Board, all the Independent Directors,
including the Directors appointed/ re-appointed
during the year, possess the requisite qualifications,
experience, expertise, proficiency and hold high
standards of integrity.

Policy on Nomination, Remuneration and
Board Diversity

The Company believes that building a diverse and
inclusive culture is integral to its success. A diverse
Board will be able to leverage different skills,
qualifications, professional experiences, perspectives
and backgrounds, which is necessary for achieving
sustainable and balanced development. The Board
has adopted a Policy on Nomination, Remuneration
and Board Diversity, on appointment and
remuneration of Directors, Key Managerial Personnel
& Senior Management.

The Policy, inter-alia, includes criteria, terms
and conditions for determining qualifications,
competencies and positive attributes for appointment
of Directors (Executive and Non-Executive including
Independent Directors), Key Managerial Personnel
and persons who may be appointed in Senior
Management positions, their remuneration and
diversity in the Board. During the year under review,
the Company revised the Policy on Nomination,
Remuneration and Board Diversity. The revised
policy is available on the website of the Company at
https://www.industowers.com/wp-content/uploads/policy
on nomination remuneration and board diversity.pdf.

Annual Board Evaluation and
Familiarisation Programme for the Board
Members including Independent Directors

The Company has adopted a structured induction
programme for orientation and training of Directors at
the time of their joining. A note on the familiarisation
programme for the Board Members including
Independent Directors is provided in the Report
on Corporate Governance, which forms part of this
Integrated Report.

The HR, Nomination and Remuneration Committee,
has put in place a robust framework for evaluation of
the Board, Committees of the Board and Individual
Directors including the Independent Directors,
Chairman and MD & CEO. Customised questionnaires
were circulated, responses were analysed, and the
results were subsequently discussed by the Board.
Recommendations arising from the evaluation
process were duly considered by the Board to
further augment its effectiveness. A detailed update
on the Board Evaluation is provided in the Report
on Corporate Governance, which forms part of this
Integrated Report.

Board Meetings

During the financial year 2024-25, the Board
of Directors met 5 times i.e. on April 30, 2024;
July 30, 2024; October 22, 2024; January 23, 2025
and March 28, 2025. The period between any two

consecutive meetings of the Board of Directors of the
Company was not more than 120 days.

The details regarding composition, number of Board
meetings held, and attendance of the Directors during
the financial year 2024-25 are set out in the Report
on Corporate Governance, which forms part of this
Integrated Report.

Board Committees

The Company has several Board Committees which
have been established as part of the best corporate
governance practices and are in compliance with the
requirements of the relevant provisions of applicable
laws and statutes. As on March 31, 2025, the Board
has 5 (five) main Committees, namely:

• Audit & Risk Management Committee

• HR, Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Stakeholders' Relationship Committee

• Environmental, Social and Governance
(ESG) Committee

The details with respect to the composition, powers,
roles, terms of reference, number of meetings held
etc. of the Committees during the financial year
2024-25 and attendance of the members at each
Committee meeting is provided in the Report on
Corporate Governance, which forms part of this
Integrated Report.

Further, the Board has constituted other transaction
based/ event-specific Committees in the areas of
corporate actions, acquisition, etc. These Committees
operate under the supervision of the Board, in
accordance with assigned scope of work and their
terms of reference.

All the recommendations made by the Committees
of the Board including the Audit & Risk Management
Committee were accepted by the Board.

Subsidiary/ Joint Venture/ Associate
Company

As on March 31, 2025, the Company has a
wholly-owned subsidiary named Smartx Services
Limited. In accordance with Section 129(3) of the
Act, the Company has prepared consolidated financial
statements of the Company and its subsidiary, which
forms part of this Integrated Report. A statement in
Form AOC-1, containing the salient features of the
Financial Statements of the subsidiary company is
annexed as Annexure A to this report. The statement
also provides the details of the performance and
financial position of the subsidiary company.

Audited Financial Statements of Smartx Services
Limited for the financial year 2024-25 have
been placed on the website of the Company at
https://www.industowers.com/investor/result/
and the same will also be available electronically
for inspection by the members during the AGM.
The audited financial statements of the subsidiary
company are available for inspection at the Company's
registered office and registered office of the subsidiary
company. Shareholders interested in obtaining a copy
of the audited financial statements of the subsidiary
company may write to the Company Secretary at the
Company's registered office.

The Company does not have any joint venture company
or an associate company as on March 31, 2025.

Human Resources

Indus Towers prioritises a people-centric approach,
reflected in our core values: Excellence, Customer
Focus, Integrity, Teamwork, and Environment
(ExCITE). This philosophy has earned the Company
the Gallup Exceptional Workplace Award for the 12^th
time. Indus is committed to building a future-ready,
resilient, and agile workforce through strategic
talent acquisition, retention of high performers, and
development of future leaders.

The past year marked a significant transformation
for Indus Towers. In response to evolving customer
demands and the pursuit of new business
opportunities, the Company undertook a strategic
restructuring to ensure swift delivery and establish
clear lines of accountability. Additionally, the
Company prioritised digitisation and automation to
streamline work processes, enhance efficiency, and
boost overall productivity.

To cultivate a high-performing and motivated
workforce, Indus Towers prioritises a performance-
driven culture. The Company acknowledges the
critical role of its field workforce in achieving key
operational metrics, and to this end, the Company
launched various incentive plans which align with its
strategic focus on growth. This year, Indus initiated a
shift in its approach to performance management and
launched a revamped Annual Performance Appraisal
(APA) process, placing Employee Development at
the forefront. Driven by the introduction of Talent
Councils at both the Circle and Corporate levels,
the Company fostered deeper conversations about
Performance, Potential, and Career Growth.

Recognising and rewarding exceptional performance
is central to the Company's ongoing growth.
Indus continues to motivate its people through
its Reward & Recognition programme "iAwards”.
Alongside these initiatives, the Company prioritises
continuous learning and development for its

employees. Indus offers a comprehensive blend of
virtual, online, and classroom training programmes,
ensuring that its employees possess the skills and
knowledge for present and future success.

Furthermore, Indus understands the importance of a
skilled frontline. Daksh Learning Academy, launched
last year specifically to strengthen the skillset of its
Technicians, Field Support Engineers ('FSEs'), and Area
Operations Managers ('AOMs'), has been instrumental
in this area. Indus actively encourage employees
to pursue external certifications and participate in
Management Development Programs (MDPs) for
holistic development. Additionally, programmes
such as "Saarthi” (leadership coaching), "Udaan”
(Hi-Potential Development programme for Emerging
Leaders) and "Unnati” (Hi-Potential Development
Program for Young Leaders), saw an overwhelming
response from the participants. This financial year, the
Company also launched women-centric development
programme "Shakti”, to prepare its women employees
for leadership roles.

Indus is dedicated towards creating a positive work
environment where employees feel valued and take
pride in their contributions. Open communication is
paramount, and the leadership team of the Company
actively connects with all 3,791 employees across all
circles. They prioritise employee well-being and offer
guidance during challenging times. To foster a culture
of open dialogue, the Company utilises "Workplace
by Facebook” as an internal communication platform,
enabling two-way communication. Additionally, the
Company conducts "Roobaroo - Connect with CEO”
and "Samvad - An Employee Connect Initiative” to
strengthen in-person connections with employees.

Diversity and Inclusion (D&I) are core values at Indus
Towers. The Company is committed to creating a
safe, equal, and inclusive work environment for all
genders and is actively advancing its efforts in this
direction. Over the past two years, through dedicated
efforts, the number of women employees at Indus
has more than doubled, taking Gender Diversity
from 6.3% (FY23) and 11.8% (FY24) to 16.2% (FY25).
The Company's committed focus on attracting and
hiring women leaders resulted in a significant increase
in leadership roles and a strong pipeline for front-end
field roles through the revamped campus recruitment
programme. The Company launched programmes like
'Sangini' - a women community, 'Prerna' - mentorship
programme for women and "Shakti”, all designed to
support the holistic development of women employees.

To further this commitment, the Company has
implemented mandatory POSH training and
established a neutral Internal Complaints Committee
to address any harassment concerns. By fostering a

diverse and inclusive workplace, the Company aims to
create a more innovative and successful organisation
for the future.

At Indus Towers, we are constantly innovating and
evolving to create a work environment that fosters
high performance, continuous learning, and employee
engagement. By prioritising its people, the Company
aims to continue its leadership position.

Employees Stock Option Plan

To retain, promote and motivate the best talent in the
Company and to develop a sense of ownership among
employees, the Company has instituted an Employee
Stock Option Scheme 2014 ('ESOP Scheme 2014')
with the approval of Shareholders of the Company.
The said scheme is in compliance with the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ('ESOP Regulations'). The HR,
Nomination and Remuneration Committee monitors
the Company's ESOP scheme.

In accordance with the ESOP Regulations, the
Company had set up Indus Towers Employees'
Welfare Trust (ESOP Trust) for the purpose of
implementation of ESOP Scheme. The ESOP Scheme
2014 is administered through ESOP Trust, whereby
shares held by the ESOP Trust are transferred to the
employees, upon exercise of stock options as per the
terms of the Scheme. In terms of ESOP Regulations,
neither the ESOP Trust nor any of its trustees had
exercised voting rights in respect of the shares of the
Company held by the ESOP Trust.

During the financial year 2024-25, ESOP Trust
has purchased 715,000 shares from the open
market and the HR, Nomination and Remuneration
Committee has granted 611,442 stock options
under the ESOP Scheme 2014. A detailed report
with respect to options exercised, vested, lapsed,
exercise price, vesting period etc. under ESOP
Scheme 2014 is disclosed on the website of the
Company at https://www.industowers.com/
investor/shares/.

The certificate from Chandrasekaran Associates,
Secretarial Auditors of the Company, certifying
that the ESOP Scheme, 2014 is implemented in
accordance with the ESOP Regulations and the
resolutions passed by the Members of the Company,
is available for inspection by the Members in electronic
mode and copies of the same will also be available for
inspection at the registered office of the Company and
during the AGM.

During the previous year, there was no material
change in the aforesaid ESOP Scheme of the Company
and the ESOP scheme is in compliance with the
ESOP regulations.

Auditors and Auditors’ Report

Statutory Auditors & their Report

In terms of the provisions of Section 139 of the Act,
M/s Deloitte Haskins & Sells LLP, Chartered
Accountants, (firm registration number 117366W/
W-100018) ('Deloitte') were re-appointed as the
Statutory Auditors of the Company by the shareholders
in the 16^th Annual General Meeting ('AGM') of the
Company held on August 23, 2022, for a period of
five years i.e. from the conclusion of 16^th AGM till the
conclusion of 21^st AGM of the Company, to be held
in the year 2027.

Further, they are qualified to continue as Statutory
Auditors of the Company and satisfy the independence
criteria in terms of the applicable provisions of the Act
and Code of Ethics issued by the Institute of Chartered
Accountants of India.

The Board has duly examined the Statutory Auditor's
Report on the Standalone and Consolidated Financial
Statements of the Company for the financial year
ended March 31, 2025, which is self-explanatory.
The report does not contain any observation,
disclaimer, qualification, or adverse remarks.

Further, no fraud has been reported by the Statutory
Auditors in terms of Section 143(12) of the Act during
the financial year.

Secretarial Auditors & their Report

The Company had appointed M/s. Chandrasekaran
Associates, Company Secretaries, New Delhi, to
conduct its Secretarial Audit for the financial year
ended March 31, 2025. The Secretarial Auditors have
submitted their report, confirming compliance by the
Company with all the provisions of applicable corporate
laws. The Report does not contain any qualification,
observation, disclaimer, or adverse remark.

The Secretarial Audit Report for the financial year
2024-25 is annexed as Annexure B to this report.

Internal Auditor and Co-source Partner

The Company has in place an Internal Audit team
which is headed by the Internal Auditor and ably
supported by reputable independent firms.

Mr. Sarabhjit Singh is the Internal Auditor of the
Company. Further, PricewaterhouseCoopers Private
Limited ('PwC'), ANB Solutions Private Limited
('ANB') and Protiviti India Member Private Limited
were engaged as co-sourced partners for the year.

The audit conducted by the Internal Auditor and
co-sourced partners is based on an internal audit plan,
which is reviewed each year in consultation with the
Audit & Risk Management Committee. As per the
report of the Internal Auditor, the policies, processes,

and internal controls in the Company are generally
adhered to, while conducting the business. Based on
the findings of the audit, necessary actions are taken to
further enhance the effectiveness of internal controls.

Corporate Social Responsibility (CSR)

In line with the company's vision, the CSR initiatives
of the Company are guided to ensure sustainable
development and inclusive growth while taking care of
People, Planet and organisational goals. The Company
strongly believes that the success of the Company's
business is tied to the strength and sustainability of
the society the Company operates in. As a socially
responsible organisation, the Company harmonises
its short term and long-term goals to consistently
strive to serve society in a holistic manner to create
a larger social impact. The CSR Vision of Indus aims
to play an active role in transforming the lives of
communities by improving their socio-economic
conditions. The Company has made conscious efforts
to ensure that CSR interventions are need-based,
community-oriented, sustainable, and thereby
positively impact the quality of lives of not only the
direct beneficiaries but also enhance the quality of
lives of those who are present in the ecosystem driving
a positive change.

The Company's CSR interventions align with India's
sustainable development goals and Schedule VII of the
Act. Indus Towers has formulated a Corporate Social
Responsibility Policy ('CSR Policy') in accordance
with requirements of Section 135 of the Act and
the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, and the subsequent
notifications/ circulars, clarifications and amendments.
The policy is recommended by CSR Committee and
approved by the Board.

The CSR Policy is intended to ensure that the CSR
programmes of the Company reflect its vision and
values and is aligned with the applicable regulatory
requirements. It has a deep focus on governance and
transparency and outlines the Company's CSR Strategy
to bring about a positive impact on the community
and environment through various CSR interventions.

The composition and terms of reference of the CSR
Committee is provided in the Report on Corporate
Governance, which forms part of this Integrated Report.

CSR programmes at Indus Towers are implemented by
credible partners. These partners are selected on the
basis of a robust due diligence process. All the projects
are closely monitored and governed by the Board of
Directors and the CSR committee and managed by
the CSR council members.

The Company has adopted a multi-fold approach for
CSR and mainly promotes activities under Flagship
Programs Saksham and Pragati as detailed below:

Under Saksham, the activities focussed on thematic
areas are Education and Skill Development,
Empowering Girl Child, Digital and Creative Literacy.
Under Pragati, the activities focussed on thematic
areas are Nari Samman-Sanitation Health and Hygiene,
Sustainable Growth, Local community needs and
Disaster Relief and Rehabilitation.

The CSR Policy is available at the website of the
Company at https://www.industowers.com/
wp-content/uploads/CSR-Policy.pdf. The details of
the composition of the CSR Committee, CSR projects,
programmes and the Annual Action Plan are also
available on the website of the Company.

During the financial year, the Company was
required to spend '1646.90 Million (2% of average
net profits for the last 3 years) towards the CSR
activities out of which the Company has spent
' 1229.03 Million till March 31, 2025. The remaining
amount of ' 417.87 Million towards the ongoing
projects has been transferred to the unspent CSR
Account of the Company in compliance with the
requirement of Section 135(6) of the Act.

A detailed update on the CSR initiatives of the Company
is provided in the Social Capital section, which forms
part of this Integrated Report. The Annual Report on
Corporate Social Responsibility under Section 135 of
the Act is annexed as Annexure C to this Report.

Integrated Reporting

In line with its philosophy of being a highly transparent
and responsible company and considering IR as a
journey, the Company has adopted 'Integrated Report'
in accordance with the International Integrated
Reporting Council (IIRC) framework.

The Integrated Report covers the capital approach of
IIRC Framework as well as the value that the Company
creates for its stakeholders.

Business Responsibility and Sustainability
Report

In accordance with the Regulation 34(2)(f) of the
Listing Regulations read with SEBI Circular no.
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122
dated July 12, 2023, the Business Responsibility
& Sustainability Report ('BRSR') for the financial
year 2024-25, describing the initiatives taken by the
Company from Environmental, Social and Governance
perspective forms part of this Integrated Report.

Management Discussion and Analysis
(‘MDA’) Report

The Management Discussion and Analysis Report
for the financial year 2024-25, as stipulated
under Regulation 34 of the Listing Regulations, is
presented in a separate section, forming part of this
Integrated Report.

Corporate Governance

The Company is committed to benchmark itself with
global standards and adopting the best corporate
governance practices. The Board constantly endeavors
to take the business forward in such a way that it
maximises the long-term value for the stakeholders.
The Company has put in place an effective corporate
governance system which ensures that the provisions
of the Listing Regulations are duly complied with.

A detailed report on the Corporate Governance
pursuant to the requirements of the Listing Regulations
forms part of this Integrated Report.

A certificate from the Statutory Auditors of the
Company, M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, confirming compliance of
conditions of corporate governance as stipulated in
the Listing Regulations is annexed as Annexure D
to this report.

Risk Management

Risk management is embedded in Indus Towers'
operating framework. The Company is of strong belief
that risk resilience is key to achieving sustainable
growth. The Company has a robust Risk Management
Framework in place for identification, assessment,
mitigation and monitoring key risks across the
Company. The Risk Management framework is
reviewed periodically by the Board and the Audit & Risk
Management Committee, which includes discussing
the management submissions on risks, prioritising key
risks and approving action plans to mitigate such risks.

The Company has a duly approved Risk Management
Policy for effective corporate governance and
development of sustainable business. The objective of
this policy is to have a well-defined approach to risk
and to define an ongoing and consistent process for
identifying, evaluating, escalating, monitoring, and
reporting the significant risks faced in the short and
near future. The policy suggests framing an appropriate
response for the key risks identified, to make sure that
risks are adequately addressed or mitigated.

The Chief Risk Officer assists the Audit & Risk
Management Committee on an independent basis with
a robust review of the risk assessment and associated
management action plans.

Operationally, risk is being managed at the top level by
the Management Committee, chaired by the Managing
Director & Chief Executive Officer.

Detailed discussion on Risk Management forms part
of 'Risk Management Framework' section of this
Integrated Report. At present, in the opinion of the
Board of Directors, there are no risks which may
threaten the existence of the Company.

Internal Financial Controls Systems and
their Adequacy

The Company has established a robust framework for
internal financial controls. The Company has in place
adequate controls, procedures, and policies ensuring
orderly and efficient conduct of its business, including
adherence to the Company policies, safeguarding its
assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records and
timely preparation of reliable financial information.

During the year under review, such controls were
assessed and no reportable material weaknesses in the
design or operation were observed. Accordingly, the
Board is of the opinion that the Company's internal
financial controls were adequate and effective during
the financial year 2024-25. The Internal control systems
and their adequacy have been further discussed in
detail in the Management Discussion & Analysis Report
that forms part of this Integrated Report.

Code of Conduct/ Vigil Mechanism

The Company has a well-defined Code of Conduct
that serves as a guiding tool to align its organsational
culture with individual conduct.

The Code of Conduct and vigil mechanism of the
Company is available on the website of the Company
at https://www.industowers.com/wp-content/
uploads/Whistle-Blower-Policv.pdf.

A brief note on the highlights of the
Ombudsman Policy/ Whistleblower Policy and
compliance with the Code of Conduct is also provided
in the Report on Corporate Governance which forms
part of this Integrated Report.

Quality Control

Indus Towers remains unwavering in its commitment
to quality control, recognising it as a cornerstone of
operational excellence and customer satisfaction.
This focus ensures optimal uptime and energy
efficiency across the Company's rapidly expanding
infrastructure.

In yet another year of high-volume site deliveries
and scaled operations across India, the Company
proactively partnered with vendors nationwide to

meet growing demand. Throughout this expansion,
Indus Towers consistently upheld its 'First Time
Right' philosophy, ensuring quality remained integral
to its execution.

The Company's quality management framework is
designed to evolve with the dynamic field environment.
Dedicated quality engineers conduct rigorous
stage-wise inspections for new builds and upgrades,
while independent agencies perform regular audits to
provide an additional layer of oversight. Digitisation of
stage audits, JMS, and preventive maintenance audits—
combined with process and design enhancements—
ensures standardised workmanship and consistent
quality across all sites.

Building on previous successes, Indus Towers continued
its comprehensive audit programme, including:

• Electrical Hygiene Audits

• Fire Safety Audits

• Civil Works Audits

• Refurbished Equipment Audits

• Tower Maintenance and Strengthening Audits

Special emphasis was placed on safeguarding ECS
sites, reinforcing the long-term reliability and safety
of the network.

A standout initiative this year was the launch of
collaborative training sessions on products and
processes for both internal quality teams and
external partners. This knowledge-sharing platform
empowers all stakeholders to deliver high-quality
outcomes—on time, within budget, and in full
compliance with the Company's stringent standards.
Pre-dispatch inspections further reinforce this
commitment, ensuring all products meet exacting
specifications before deployment.

By embedding quality control into every facet of its
operations, Indus Towers lays the foundation for
superior service delivery, operational efficiency, and
an exceptional customer experience.

Other Statutory Disclosures

Related Party Transactions

A detailed note on the procedure adopted by the
Company in dealing with contracts and arrangements
with Related Parties is provided in the Report on
Corporate Governance, which forms part of this
Integrated Report.

All arrangements/ transactions entered into by the
Company with its related parties during the year were
in the ordinary course of business and on an arm's
length basis. Particulars of material transactions with

related parties, under the provisions of the Act, are
given in form AOC- 2 as Annexure E to this report.

The names of Related Parties and details of transactions
with them under Ind AS - 24 have been included in
Note no. 43 of the standalone financial statements for
the financial year ended March 31, 2025.

During the year under review, the Company revised the
Policy on the Related Party Transactions. The revised
policy is available on the website of the Company at
https://www.industowers.com/wp-content/uploads/
policy of related party transactions.pdf.

Significant and material orders

There are no significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and the Company's
operations in future.

Material changes and commitments affecting
financial position between the end of financial
year and date of the report

There is no material change or commitment affecting
the financial position of the Company between the
end of financial year and date of the report.

Particulars of loans, guarantees or investments

The details of loans given, investments made or
guarantees given are provided in Note no. 43, 6 and
40 of the Standalone Financial Statements for the
financial year ended March 31, 2025.

Commercial Papers

During the financial year, the Company has raised
' 10,000 Million through issuance of Commercial
Papers in two tranches of ' 5,000 Million each. As on
March 31, 2025, the Company has no outstanding
Commercial Papers.

Particulars of Employees

Disclosures relating to remuneration of Directors
under Section 197(12) of the Act read with Rule 5(1)
of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as
Annexure F to this report.

Particulars of employees' remuneration as
required under Section 197(12) of the Act read
with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this report.
However, in terms of the provisions of the first
proviso to Section 136(1) of the Act, the Integrated
Report is being sent to the Shareholders excluding
the aforementioned information. The information

will be available on the Company's website at
https://www.industowers.com and will also be
available for inspection at the registered office
of the Company on all working days (Monday to
Friday) between 11:00 A.M. and 1:00 P.M. upto the
date of AGM and a copy of the same will also be
available electronically for inspection by the members
during the AGM.

Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo
as required under Section 134(3) of the Act, read
with Rule 8 of Companies (Accounts) Rules, 2014 is
annexed herewith as Annexure G to this report.

Disclosure under Section 197(14) of Companies
Act, 2013

The Managing Director & CEO and the Chairman of
the Company do not receive any remuneration or
commission from the holding or subsidiary company.

Annual Return

In terms of provisions of Section 92, 134(3)(a) of the
Act read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the draft Annual Return
having all the available information of the Company as
on March 31, 2025, is available on the website of the
Company at https://www.industowers.com/investor/
result/#annual-results.

Maintenance of Cost Records

The Company is not required to maintain cost records
as specified under Section 148(1) of the Act.

Proceeding under Insolvency and Bankruptcy
Code, 2016

There were no proceedings, either filed by the
Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016, as amended,
before the National Company Law Tribunal or other
Courts as on March 31, 2025.

Change in the Nature of Business

There was no change in nature of the business of
the Company during the financial year ended on
March 31, 2025.

The details of difference between amount of
the valuation done at the time of one-time
settlement and the valuation done while taking
loan from the banks or financial institutions
along with the reasons thereof

There is no one time settlement done with bank or any
financial institution.

Prevention of Sexual Harassment at Workplace

The Company has an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual
harassment of employees at workplace. Details of the
same including the details of the complaints received
are provided in the Report on Corporate Governance,
which forms part of this Integrated Report.

Secretarial Standards

Pursuant to the provisions of Section 118 of the
Act, the Company has complied with the applicable
provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Directors
to the best of their knowledge and belief confirm that:

I. In the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards had been followed and
there is no material departure from the same;

II. The Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the financial year ended March 31, 2025,
and of the profit of the Company for the year
ended on that date;

III. The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

IV. The Directors had prepared the annual accounts
on a going concern basis;

V. The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively;

VI. The Directors had devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and are operating effectively.

Acknowledgements

The Directors wish to place on record their appreciation
for the assistance and co-operation extended
by customers, strategic investors, shareholders,
bankers, vendors, business partners, various agencies
and departments of Government of India and
State governments where Company's operations
are existing and look forward to their continued
support in the future.

The Directors would also like to place on record their
sincere appreciation for the valuable contribution,
unstinted efforts and the spirit of dedication shown by
the employees of the Company at all levels.

For and on behalf of the Board of Directors of
Indus Towers Limited

Sd/- Sd/-

Dinesh Kumar Mittal Prachur Sah

Date: April 30, 2025 Independent Director Managing Director & CEO

Place: Gurugram DIN: 00040000 DIN: 07871676