shares as on the date of this report, will amount
to approx. '36,934 Million.

The final dividend, if approved, would be paid to
the Members whose names appear in the Register
of Members as on the record date.

I n view of the applicable provisions of Income
Tax Act, 1961, dividend paid or distributed by
the Company shall be taxable in the hands of the
Members. Your Company shall, accordingly make
the payment of the final dividend after deduction
of tax at source, as applicable.

Your Directors are pleased to present the 20^th
(Twentieth) 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, 2026.

A Performance and Capital

I. Business Overview

I ndus Towers is a provider of tower and related
infrastructure 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 on March 31, 2026, Indus owned and operated
264,514 macro towers and 428,014 co-locations
across 22 telecommunication circles. In addition,
Indus owned and operated 14,044 colocations
on lean towers.

II. 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.

Consolidated financial results as per Ind AS

III. 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, 2026.

The issued, subscribed and paid-up equity share
capital of the Company was '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, 2026.

IV. Transfer to Reserves

The Company has not transferred any amount to
the General Reserve for the financial year ended
March 31, 2026.

V. Dividend

As per Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ('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. The Dividend
Distribution Policy is available on the Company's
website athttps://www.industowers.com/Divi
dendDistributionPolicy.pdf.

Based upon the Dividend Distribution Policy, the
Board of Directors have recommended a final
dividend of '14/- (i.e., 140% of the face value) per
equity share of face value of '10/- each for the
financial year 2025-26. The dividend is subject to
approval of the Members at the ensuing Annual
General Meeting ('AGM'). The proposed dividend
payout based on the outstanding number of

VII. Credit Rating

As on the date of this Report, the Company has
been assigned credit ratings by two domestic
credit rating agencies, CRISIL and ICRA Limited,
as detailed below:

• CRISIL has rated the long-term bank loan
facility as CRISIL AAA/Stable (Upgraded
from 'Crisil AA /Positive'), Short Term bank
loan facility as CRISIL A1 (Reaffirmed),
'17,500 Million bond as CRISIL AAA/
Stable (Upgraded from 'Crisil AA /
Positive') and Commercial Paper as CRISIL
A1 (Reaffirmed).

Further, the credit rating assigned to
'3,750 Million Series II Non-Convertible
Debentures has been withdrawn upon
their redemption.

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

Further, the ratings assigned to the
'7,500 Million Series I Non-Convertible
Debentures and '3,750 Million Series II
Non-Convertible Debentures have been
withdrawn consequent to their redemption.

VIII. Deposits

The Company has not accepted any deposit and
as such no amount of principal or interest was
outstanding as on March 31, 2026.

B Business and Group Structure _j

I. Material Developments

Reclassification of Vodafone Promoters

The Vodafone Group divested its entire
shareholding in the Company during the financial
year 2024-25. Consequent to such divestment,
an application for reclassification of the Vodafone
promoter group entities from the 'Promoter'
category to the 'Public' category was made under
Regulation 31A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The said reclassification was approved by the
BSE Limited and the National Stock Exchange
of India Limited vide their respective letters
dated May 15, 2025.

International Expansion

During the year under review, the Company
initiated its international expansion in select
African markets, namely Nigeria, Zambia and
Uganda marking its entry into high potential
geographies. These markets offer opportunities
for revenue diversification, operational scalability
and long term value creation. The Company will
leverage its operational expertise and strong
financial position to establish a competitive
presence in these regions, in line with its broader
growth strategy.

II. Subsidiary, Associate and Joint Venture
Companies
Subsidiary Companies

As on March 31, 2026, the Company has
8 subsidiaries, including step-down subsidiaries.

The following key developments took
place with regard to subsidiaries during the
year under review:

i. A wholly owned subsidiary, Indus Towers
FZE, was incorporated in the United Arab
Emirates (UAE), along with three step-down
wholly owned subsidiaries in the UAE to
support overseas investment, management
and strategic initiatives.

ii. Step-down subsidiaries were also
incorporated in Nigeria, Uganda, and
Zambia each to pursue telecommunications
infrastructure opportunities in these markets.

Subsequent to the close of the financial year
ended March 31, 2026, the Company incorporated
a wholly owned subsidiary in Gujarat International
Finance Tec-City (GIFT City), Gujarat. The entity
is intended, inter alia, to act as an investment
holding company for the overseas subsidiaries
and to undertake treasury operations under the
International Financial Services Centre (IFSC)
framework for the Company and its subsidiaries.

Associate Company

During the year under review, JSW Green Energy
Eight Limited became an Associate Company
upon the Company's acquisition of 26% equity
stake. The entity is engaged in renewable power
generation and supports the Company's green
energy sourcing and Net Zero objectives.

While the Company holds 26% equity of JSW
Green Energy Eight Limited, it does not exercise
significant influence or control. The investment
is limited to sourcing solar power under
a captive model.

Joint Venture

The Company does not have any joint venture as
on March 31, 2026.

Pursuant to Section 129(3) of the Act, read with
Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of financial
statements of subsidiaries and associates
as per applicable accounting standards in
the prescribed Form AOC-1, is annexed as

Annexure Ato this report. The said statement
also provides the details of performance and
financial position of each subsidiary and associate
and their contribution to the overall performance
of the Company.

In terms of the requirement of Section 136 of the
Act, the financial statement of the subsidiaries
are available on the Company's website at
https://www.industowers.com/investor/result/
and the same will also be available electronically
for inspection by the Members during the AGM.
The financial statements of subsidiaries are
also available for inspection at the Company's
registered office. The physical copies of
financial statements of the subsidiaries will
also be made available to the Members of the
Company upon request.

C Board, Leadership and Governance ^

I. Directors and Key Managerial Personnels

Directors

The Company's Board of Directors is an optimum
mix of Executive, Non-Executive, Independent
and Woman Directors and conforms to the
provisions of the Act, the Listing Regulations,
and other applicable statutory provisions.
The appointment/ re-appointment of all the
Directors of the Company is subject to periodic
approval of the Members. The Company does not
have any permanent Board seat.

Details of changes in the Board during
financial year 2025-26 and till the date of this
report, are as under:

a. Appointment

Subsequent to the close of the financial
year, the Board, at its meeting held on
April 30, 2026, based on the

recommendation of the HR, Nomination
and Remuneration Committee, appointed
Mr. Randeep Singh Sekhon (DIN: 08306391)
as an Additional Director with effect
from May 01, 2026, in the category of
Non-Executive Non-Independent Director
to hold office up to the date of the ensuing
General Meeting or for a period of three
months from the date of his appointment,
whichever is earlier. The proposal for his
appointment as a Director liable to retire by
rotation will be placed before the Members
for their approval through Postal Ballot within
the prescribed timelines.

b. Re-appointment

During the year under review,
Mr. Sharad Bhansali (DIN: 08964527)
was re-appointed as a Non-Executive
Independent Director of the Company for a
second term of five (5) consecutive years,
commencing from November 19, 2025 to
November 18, 2030. The approval of the
Members for his re-appointment was obtained
through postal ballot on November 16, 2025.

c. Retirement by Rotation

I n terms of the provisions of Section 152 of
the Act, Mr. Soumen Ray (DIN: 09484511)
and Mr. Rajan Bharti Mittal (DIN: 00028016),
Non-Executive Non-Independent Directors
are liable to retire by rotation at the ensuing
AGM 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 Members.

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 Directors, including
the Directors re-appointed during the year under
review/ proposed to be appointed, 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.

d. Cessation

Subsequent to the close of the financial
year, Mr. Gopal Vittal (DIN: 02291778) and
Mr. Jagdish Saksena Deepak (DIN: 02194470),
Non-Executive Non-Independent Directors
of the Company, tendered their resignations
with effect from April 30, 2026, due to their
professional pre-occupations.

The Board places on record its sincere
appreciation for the valuable contributions

made by Mr. Vittal and Mr. Deepak during their
tenure as Non-Executive Non-Independent
Directors of the Company.

Key Managerial Personnels (KMPs)

During the year under review, there were no
changes in the KMPs of the Company.

As on March 31, 2026, the KMPs of the Company
comprise Mr. Prachur Sah, Managing Director
& Chief Executive Officer ('MD & CEO');
Mr. Vikas Poddar, Chief Financial Officer; and
Ms. Samridhi Rodhe, Company Secretary &
Compliance Officer.

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

II. 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; they are registered in the
databank of Independent Directors maintained
by the Indian Institute of Corporate Affairs
and that they have either cleared the online
proficiency self-assessment test conducted by
the Indian Institute of Corporate Affairs or are
exempt from appearing for it under the applicable
rules. 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.

III. 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,
KMPs & 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),
KMPs and persons who may be appointed in
Senior Management positions, their remuneration
and diversity on the Board. During the year
under review, the Company revised the Policy on
Nomination, Remuneration and Board Diversity.
A detailed update on revision in the Policy is
provided in Annexure F to this report. The Policy
is available on the website of the Company at
https://www.industowers.com/PolicyOnNomi
nationRemunerationAndBoardDiversity.pdf.

IV. 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.

V. Leadership Succession

The HR, Nomination and Remuneration
Committee has put in place a robust framework
for reviewing succession planning for Directors
and other senior executives. The Committee
oversees all human resource related matters
including the succession plan for Key Managerial
Personnels to ensure that the Company maintains
an appropriate balance of skills, expertise and
experience within its leadership structure.
The Company is committed to developing
a strong internal leadership pipeline while
ensuring continuity of governance and business
operations. A detailed note on the succession
planning framework is provided in the Report on
Corporate Governance, which forms part of this
Integrated Report.

VI. Board Meetings

During the year under review, the Board of Directors
met 6 times i.e. on April 30, 2025; July 30, 2025;
September 02, 2025; October 10, 2025;
October 27, 2025 and February 02, 2026.
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 2025-26 is
provided in the Report on Corporate Governance,
which forms part of this Integrated Report.

VII. 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, 2026, 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 2025-26 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.

VIII. Corporate Governance

The Company is committed to benchmark itself
with global standards and adopting the best
corporate governance practices. The Board
constantly endeavours 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 Secretarial Auditors of the
Company, M/s. Makarand M. Joshi & Co., Company
Secretaries, confirming compliance of conditions
of corporate governance as stipulated in the
Listing Regulations is annexed as Annexure B
to this report.

D Assurance, Risk and Control

I. Auditors and Auditors’ Report

Statutory Auditors & their Report

I n terms of the provisions of Section 139 of the
Act, M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants, (FRN: 117366W/W-100018)
('Deloitte') were re-appointed as the Statutory
Auditors of the Company by the Members in the
16^th 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 standalone and
consolidated financial statements of the

Company for the financial year ended
March 31, 2026, 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.

Deloitte, the existing Statutory Auditors of the
Company, shall hold office until the conclusion of
the 21^st AGM of the Company to be held in the
year 2027, in accordance with the provisions of
Section 139 of the Act.

Keeping in view the completion of the tenure
of the existing Statutory Auditors, the Audit
& Risk Management Committee evaluated the
suitability of various audit firms for appointment
as the Statutory Auditors of the Company.
The evaluation considered the firms' professional
standing, relevant experience, audit approach,
compliance with independence requirements
and their capability to effectively undertake the
statutory audit of the Company, having regard to
the sise, scale and complexity of its operations.

Based on the recommendation of the Audit & Risk
Management Committee, the Board of Directors
has approved the proposal for appointment of
M/s. S. R. Batliboi & Associates LLP, Chartered
Accountants (Firm Registration No. 101049W/
E300004), as the Statutory Auditors of the
Company with effect from the conclusion of the
21^st AGM, subject to the approval of the Members
at the 21^st AGM, in accordance with the applicable
provisions of the Act.

M/s. S.R. Batliboi & Associates LLP have
confirmed that they fulfil the eligibility criteria
prescribed under the Act and satisfy the
applicable independence requirements and are
not disqualified from being appointed as the
Statutory Auditors of the Company.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of
the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the Listing
Regulations, M/s. Makarand M. Joshi & Co.,
Company Secretaries ('MMJC'), were appointed
as the Secretarial Auditors of the Company by
the Members in the 19^th AGM of the Company
held on August 29, 2025, for a period of five
years i.e. from the conclusion of 19^th AGM till the
conclusion of 24^th AGM of the Company, to be
held in the year 2030.

MMJC have confirmed that they have subjected
themselves to the peer review process of Institute

of Company Secretaries of India 'ICSI' and hold
valid certificate issued by the Peer Review Board
of the ICSI. MMJC have also confirmed their
eligibility, independence and that they are not
disqualified under applicable laws and Auditing
Standards issued by the ICSI.

The report of the Secretarial Auditor for the
financial year 2025-26, in the prescribed Form
MR-3 is annexed to this report as Annexure C.
The Secretarial Auditors' Report does not contain
any qualification, disclaimer, reservation or
adverse remark.

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 Ernst & Young ('EY') were
engaged as co-sourced partners during the
year under review.

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.

II. Risk Management

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

The Company has a duly approved Risk
Management Policy in place to support effective
corporate governance and sustainable business
development. The objective of this Policy is to
establish a well-defined approach to risk and to
set out an ongoing and consistent process for

identifying, evaluating, escalating, monitoring
and reporting significant risks that may be faced
in the short to near term. The Policy also provides
guidance on framing appropriate responses to
identified key risks to ensure they are adequately
addressed or mitigated.

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

Operationally, risks are managed at the highest
level by the Management Committee, chaired
by the MD & CEO.

A detailed discussion on Risk Management
forms part of the Risk Management Framework
Section of this Integrated Report. At present,
in the opinion of the Board of Directors, there
are no risks that may threaten the existence
of the Company.

III. 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
2025-26. The Internal control systems and their
adequacy have been further discussed in detail
in the Management Discussion & Analysis Report
which forms part of this Integrated Report.

IV. Code of Conduct/ Vigil Mechanism

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

The Code of Conduct and vigil mechanism of
the Company is available on the website of the
Company athttps://www.industowers.com/
Whistle BlowerPolicy.pdf.

A brief note on the highlights of the
Ombudsperson 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.

V. Prevention of Sexual Harassment at
Workplace

In compliance with the provisions of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
('POSH Act'), the Company has adopted a Policy
on Prevention of Sexual Harassment ('POSH
Policy') and constituted an Internal Complaints
Committee ('ICC') to provide a redressal
mechanism for complaints relating to sexual
harassment at the workplace.

Further, details of the complaints received and
disposed-off during the year, are provided in the
Report on Corporate Governance, which form
part of this Integrated Annual Report.

E People, Community and Sustainability

I. Human Resources

At Indus Towers, the people strategy is a
core pillar of sustainable value creation.
During the year under review, it continued to
support strong operational performance, guided
by the Company's core values and evolving
business priorities, with a sustained focus on
leadership strength, workforce capability and
execution excellence.

During the year, significant progress was made in
strengthening leadership depth and succession
readiness. Approximately 85% of key leadership
positions were filled through internal talent,
reflecting the robustness of the Company's
succession planning framework and its ability
to build and retain critical capabilities internally.
Organisational agility was further enhanced
through large-scale talent mobility, with over
1,000 employees transitioning across roles and
circles. This enabled faster deployment of talent
to priority areas, improved cross-functional
capability and reduced reliance on external hiring
for critical roles.

Focussed investments in capability building
continued across levels. Over 150 high-performing
and high-potential Field Engineers were
transitioned into specialist and critical roles,
strengthening frontline effectiveness and
creating a strong pipeline for technical and
operational leadership.

Employee engagement and development
remained key priorities, supported by a
strengthened rewards and recognition framework
and continued investments in learning and
development. A blended learning ecosystem and
targeted leadership programs enabled capability
building at scale, aligned with both current and

future business requirements. In parallel, the
Company strengthened its leadership pipeline
through curated in-campus programs with
leading Tier 1 institutions, including Kshitij-Senior
Leadership Development Program with IIM
Ahmedabad, Unnati-Emerging Leader Program
with IIM Lucknow, and Udaan-Young Leader
Program with IIM Udaipur. These programs focussed
on developing high-potential talent through
structured learning, cross-functional exposure,
and leadership development aligned with future
capability needs. Leadership engagement was
further enhanced through structured forums
and Leadership Connect programs, fostering
deeper engagement and effective two-way
communication across the organisation.

Diversity and inclusion continued to be a startegic
priority with sustained progress in gender
representation. Over the past three years, gender
diversity has increased three-fold, from 6.3% in
financial year 2022-2023 to 18.3% in financial
year 2025-2026. This improvement has been
driven by targeted initiatives-focussed hiring,
structured learning and growth programmes
such as Shakti-a leadership development
program in partnership with IIM Indore; Prerna-a
structured mentorship initiative; and Sangini-a
community-building platform for women
employees aimed at strengthening inclusion,
development and retention.

The Company remains committed to maintaining
a safe, respectful and high-integrity workplace,
supported by robust governance mechanisms
and comprehensive compliance coverage
across the organisation. Going forward, the
Company will continue to focus on strengthening
leadership pipeline depth, enhancing workforce
productivity and leveraging digital and data-led
HR interventions to support sustainable growth
and execution excellence.

A detailed discussion on Human Resource is
mentioned in the Human Capital Section, which
forms part of this Integrated Report.

II. Employees Stock Option Plan

To retain, promote and motivate the best talent
in the Company and to develop a sense of
ownership among the employees, the Company
has instituted an Employee Stock Option Scheme
2014 ('ESOP Scheme') with the approval of
Members 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 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 2025-26, ESOP Trust has
purchased 7,50,000 shares from the open market
and the HR, Nomination and Remuneration
Committee has granted 6,69,562 stock options
under the ESOP Scheme. A detailed report with
respect to options exercised, vested, lapsed, exercise
price, vesting period etc. under ESOP Scheme
is disclosed on the website of the Company at
https://www.industowers.com/investor/shares/.

The certificate from M/s. Makarand M. Joshi & Co.,
Secretarial Auditors of the Company, certifying
that the ESOP Scheme is implemented in
accordance with the ESOP Regulations and
the resolutions passed by the Members of the
Company, are 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 year under review, there was no
material change in the aforesaid ESOP Scheme
of the Company and the ESOP scheme is in
compliance with the ESOP Regulations.

III. Corporate Social Responsibility (CSR)

In line with the Company's vision, its CSR
initiatives are designed to ensure sustainable
development and inclusive growth, while
addressing the needs of People and the Planet.
Indus Towers' CSR vision is to play an active
role in transforming the lives of communities
by improving their socio-economic conditions.
The Company strongly believes that its business
success is intrinsically linked to the strength
and sustainability of the communities in which
it operates. The Company has made conscious
efforts to ensure that its CSR interventions are
need-based, community-oriented and sustainable,
thereby positively impacting the quality of
life of direct beneficiaries as well as enhancing

the broader ecosystem and driving positive
change. CSR programmes at Indus Towers are
implemented through credible partners selected
via a robust due diligence process. All projects
are closely monitored and governed to ensure
effective implementation.

The Company follows a multi-pronged approach
to CSR, primarily promoting activities under its
flagship programmes, Saksham and Pragati, as
detailed below:

Under Saksham, initiatives focus on Education
and Skill Development, Diversity and Inclusion
and Digital and Creative Literacy.

Under Pragati, initiatives address Nari Samman
(sanitation, health, and hygiene), Sustainable
Growth, Local Community Needs and Disaster
Relief and Rehabilitation.

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

The Company has a well-defined CSR Policy.
The Policy ensures that the Company's CSR
programmes reflect its vision and values while
remaining aligned with applicable regulatory
requirements. The CSR Policy is available on the
Company's website athttps://www.industowers.
com/CSRPolicy.pdf.

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

Details of the CSR Committee composition, CSR
projects and programmes, and the Annual Action
Plan are also available on the Company's website.

During the year under review, the Company was
required to spend '1,624.21 Million (being 2% of
the average net profits for the last three financial
years) on CSR activities. Out of this, '868.01 Million
was spent until March 31, 2026. The remaining
amount of '756.20 Million, pertaining to ongoing
projects, has been transferred to the Unspent
CSR Account in compliance with Section
135(6) of the Act.

IV. Sustainability Journey

The Board remains committed to advancing
the Company's ESG agenda and integrating
sustainability considerations into its business
strategy and operations.

The Board provides overall oversight of ESG
matters through the Board ESG Committee,
which reviews key ESG risks and opportunities,
approves ESG priorities and targets and monitors
the Company's ESG performance. Management is
responsible for operationalising the ESG strategy
across the organisation, supported by business
and functional teams that drive implementation
and accountability.

Guided by its ESG framework, the Company
continues to focus on reducing its environmental
footprint, fostering a safe, diverse and inclusive
workplace, improving operational efficiency
and creating meaningful social impact through
its CSR initiatives. Details of the Company's
ESG strategy, initiatives, targets, progress and
performance are set out in this Integrated Report.

V. Integrated Reporting

The Company continues to strengthen its
integrated reporting practices, reflecting
its commitment to transparency, sound
governance and sustainable value creation.
Prepared in accordance with the principles of the
International Integrated Reporting Framework
under the aegis of the IFRS Foundation, the
Company's Integrated Annual Report provides a
holistic overview of its business model, strategy,
governance framework, operational and financial
performance, key opportunities and risks and
sustainability initiatives. Through this Report, the
Board reaffirms its commitment to responsible
stewardship, long-term sustainable growth
and maintaining high standards of corporate
governance and disclosures.

VI. Business Responsibility & Sustainability
Report (‘BRSR’)

Pursuant to Regulation 34 of the Listing
Regulations, the BRSR detailing the Company's
ESG initiatives in the prescribed format, forms part
of this Integrated Annual Report. The assurance
statement on the BRSR Core, issued by
M/s. SGS India Private Limited, an independent
assurance provider, is available on the Company's
website athttps://www.industowers.com/
investor/result/.

VII. Management Discussion and Analysis
(‘MDA’) Report

The Management Discussion and Analysis Report
for the financial year 2025-26, as stipulated
under Regulation 34 of the Listing Regulations is
presented in a separate section, which forms part
of this Integrated Report.

VIII. Quality Control

Indus Towers continues to reinforce its
commitment to quality control as a strategic
enabler of resilience, sustainability and long-term
asset performance. Building on the strong
foundation established in previous years, the
Company has focussed on scale-led execution
and lifecycle optimisation, ensuring that both
new and ageing infrastructure deliver consistent
performance in an increasingly demanding
operating environment.

During the year under review, a key strategic
shift was the significant enhancement of lifecycle
maintenance practices across the portfolio.
With a nearly threefold increase in maintenance
interventions, the Company proactively
addressed challenges associated with ageing
infrastructure. This was complemented by a
substantial scale-up in tower strengthening
initiatives, targeting structural degradation
and ensuring long-term stability, safety and
compliance with evolving engineering standards.

The Company also recorded continued growth
in new tower deployments, particularly in rural
and hard-to-access geographies. Despite the
operational complexities of such terrains, Indus
Towers upheld its stringent quality benchmarks
through rigorous stage-wise inspections and
sustained audit programmes. This ensured that
expansion into new areas did not dilute the
Company's “First Time Right” philosophy but
instead reinforced execution excellence across
diverse environments.

Digitisation and automation emerged as key
pillars of operational transformation during the
year. Building on prior initiatives, the Company
significantly expanded the integration of digital
tools within maintenance workflows. A notable
advancement was the deployment of IoT-enabled
monitoring systems in diesel generators, enabling
real-time performance tracking, predictive
maintenance and improved fuel efficiency.
This initiative aligns with the Company's broader
commitment to reducing its carbon footprint
while enhancing operational reliability.

In parallel, Indus Towers undertook large-scale
capability-building programmes for its MSME
partners to ensure alignment with its digital
and automation roadmap. These structured
training interventions facilitated ecosystem-wide
adoption of new technologies and processes,
thereby enhancing execution quality,
transparency and turnaround efficiency across
the value chain.

Safety continued to be deeply embedded
in all operational activities. The Company
strengthened its safety culture through multiple
rounds of field training, enhanced feedback
mechanism and proactive risk identification
practices. This approach ensured that safety
considerations remained integral to both routine
operations and large-scale project execution.

Through these sustained efforts, Indus
Towers has evolved its quality management
approach-from a focus on execution excellence
to a broader emphasis on asset longevity,
technological advancement and sustainable
operations. By embedding quality, safety and
innovation across every layer of its operations,
the Company continues to deliver superior
service reliability, operational efficiency and
enhanced stakeholder value.

F Statutory Disclosures & Affirmations ~)

I. Related Party Transactions

The Company has in place a Board approved
Policy on Related Party Transactions, which sets
out the framework for identification, approval and
monitoring of transactions with related parties in
accordance with the applicable provisions of the
Act and the Listing Regulations.

The Policy is available on the Company's website
athttps://www.industowers.com/RPTPolicy.pdf.

All related party transactions entered into
by the Company during the financial year
2025-26 were in ordinary course of business
and at arm's length. These transactions were
approved by the Audit and Risk Management
Committee in accordance with Section 177
of the Act and Regulation 23 of the Listing
Regulations. Material Related Party transactions,
were also approved by Members in accordance
with the provisions of the Listing Regulations.
Particulars of Material Related Party transactions

are given in Form AOC-2 as Annexure E
to this Report.

The names of related parties and details of
transactions with them, as required under
Ind AS-24 (Related Party Disclosures), have
been included in Note no. 45 of the Standalone
Financial Statements for the financial year ended
March 31, 2026.

A detailed note on the procedure adopted by
the Company for dealing with related party
transactions is provided in the Report on
Corporate Governance, which forms part of this
Integrated Report.

II. 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 Fto 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, this Integrated
Report is being sent to the Members excluding
the aforementioned information. The information
will be available on the Company's website at
https://www.industowers.comand 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.

Further, the MD & CEO and the Chairman of
the Company do not receive any remuneration
or commission from the holding or
subsidiary Companies.

III. Annual Return

In terms of the 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, 2026,
is available on the website of the Company at
https://www.industowers.com/investor/
result/#annual-results.

IV. 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.

V. Particulars of loans, guarantees or
investments

The details of loans given, investments made
or guarantees given are provided in Note
no. 7, 8, 15, 16, 42 and 45 of the Standalone
Financial Statements for the financial year ended
March 31, 2026.

VI. 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.

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

Pursuant to the provisions of Section 124 of
the Act, during the financial year 2025-26, the
Company has transferred a dividend amount
of '5,42,528/- (Rupees Five Lakh Forty-Two
Thousand Five Hundred and Twenty-Eight Only)
and '2,35,455/- (Rupees Two Lakh Thirty-Five
Thousand Four Hundred and Fifty-Five Only)
pertaining to final dividend on equity shares for
the financial year 2017-18 and interim dividend
on equity shares for the financial year 2018-19
respectively, which remained unpaid/ unclaimed
for a period of 7 (seven) consecutive years, to
IEPF established by the Central Government.

Further, 1,015 (One Thousand and Fifteen) 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
made thereunder after giving due notice to the
concerned Members.

The Members 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 athttps://www.industowers.com/
investor/shares/.

The Company has also uploaded the details of
unpaid and unclaimed dividend amounts lying
with the Company, in accordance with applicable
provisions, on the website of the Company at W.

VIII. 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 of the Nodal Officer are available on the
Company's website athttps://www.industowers.
com/investor/investor-support/.

IX. 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.

X. 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, 2026.

XI. Other Disclosures/ Affirmations

Pursuant to the provisions of Companies
(Accounts) Rules, 2014, the Company affirms
that for the year ended on March 31, 2026:

a) There were no proceedings, either filed by the
Company or against the Company, pending
under the Insolvency and Bankruptcy Code,
2016, before the National Company Law
Tribunal or any other court.

b) There was no instance of one-time settlement
with any bank or financial institution.

c) There were 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.

d) I t has complied with the provisions of the
Maternity Benefit Act, 1961 read with the
relevant provisions of the Code on Social
Security, 2020, to the extent notified.

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

XII. Directors’ Responsibility Statement

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

• In the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards had been followed and
there is no material departure from the same;

• 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, 2026, and of the profit of the
Company for the year ended on that date;

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

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

• 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;

• 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, Members, 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, 2026 Independent Director Managing Director & CEO

Place: Gurugram DIN: 00040000 DIN: 07871676