and a reliable estimate can be made of the amount of the obligation.
When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time (i.e. unwinding of discount) is recognised as a finance cost.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.
(ii) Contingent assets / liabilities
Contingent assets are not recognised. However, when realisation of income is virtually certain, then the related asset is no longer a contingent asset, and is recognised as an asset.
Contingent liabilities are disclosed in notes to accounts when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
(iii) Asset retirement obligations
Asset retirement obligations (ARO) are provided for those operating lease arrangements where the Company has a binding obligation at the end of the lease
s) Provisions
(i) General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
period to restore the leased premises in a condition similar to inception of lease.
ARO are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of the particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the site restoration obligation. The unwinding of the discount is expensed as incurred and recognized in the statement of profit and loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
t) Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the period attributable to the ordinary equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity shareholders of the Company by the weighted average number of Equity shares outstanding during the period adjusted for the effect of the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
u) Fair value measurement
The Company measures financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability
• I n the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
• Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
• Level 3- Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value measurement. Other fair value related disclosures are given in the relevant notes.
v) Share capital Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
w) Exceptional items
Exceptional items include items of income or expense that are considered to be part of Company's ordinary activities which are non-recurring. However, these items are of such significance and nature that separate disclosure enables the user of financial statements to understand the impact in a more meaningful manner, facilitate comparison with comparative periods and assess underlying trends in the financial performance of the Company.
x) Non-GAAP measure of financial performance
Profit before depreciation and amortization, finance cost, finance income, charity and donation, and tax is an important measure of financial performance relevant to the users of financial statements and stakeholders of the Company. Hence, the Company presents the same as an additional line item on the face of the statement of profit and loss considering such a presentation is relevant for understanding of the Company's financial position and performance.
y) New standards, interpretations and amendments adopted by the Company
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
I n May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Company has reviewed the amendment and based on its evaluation has determined
that it does not have any significant impact in its financial statements.
In August 2025, MCA notified the following amendments to:
Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1, 2025 - The amendment relates to classification of liabilities as current or non -current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.
Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. April 1, 2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.
I nd AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately - The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and require companies to disclose that they have applied the relief. This relief is immediate and applies retrospectively. The amendments also require companies to provide new disclosures to compensate for potential loss of information resulting from the relief. Such disclosures are to be provided for annual reporting periods beginning on or after April 1, 2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.
Standards notified but not yet effective:
There are no standards that are notified and not yet effective as on the date.
4.2 Significant accounting judgements, estimates and assumptions
The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Key sources of estimation uncertainties, assumptions, and critical judgements
The management is applying judgements in the process of finalizing the Company's accounting policies and critical estimates. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company has based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
a) Leases
Company as lessor
The Company has assessed that its master service agreement (“MSA”) with operators contains lease of its tower sites and plant and equipment and has determined, based on evaluation of the terms and conditions of the arrangements such as various lessees sharing the same tower sites with specific area, the fair value of the asset and all the significant risks and rewards of ownership of these properties retained by the Company, that such contracts are in the nature of operating lease and has accounted for as such.
Lease rentals under operating leases are recognised as income on straight line basis over the lease term.
Company as lessee
The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116, Leases. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The discount rate is generally based on the incremental borrowing rate calculated as the weighted average rate specific to the portfolio of leases with similar characteristics.
b) Impairment of non-financial assets
Refer note 4.1(c) for accounting policy on impairment of non- financial assets.
The carrying amounts of the Company non-financial assets, other than deferred tax assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the Company estimates the recoverable amount.
There is no indicator which triggers impairment of cash-generating unit ('CGU') of the Company on the reporting date. However, the Company has assessed impairment at asset level wherever necessary and if applicable it has recognised impairment charge in the statement of profit and loss.
c) Property, plant and equipment
Refer note 4.1(a) for the estimated useful life of Property, plant and equipment.
Property, plant and equipment also represent a significant proportion of the asset base of the Company. Therefore, the estimates and assumptions made to determine their carrying value and related depreciation are critical to the Company's financial position and performance.
The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. Increasing an asset's expected life or its residual value would result in a reduced depreciation charge in the Statement of Profit and Loss.
The useful lives and residual values of Company assets are determined by management at the time the asset is acquired and reviewed periodically. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life, such as changes in technology.
d) Allowances for doubtful receivables
The expected credit loss is mainly based on the ageing of the receivable balances and historical experience. Based on the industry practices and the business environment in which the entity operates, management considers that the trade receivables are provided if the receipt is more than 180 days past due from related parties, 90 days past due from other customers and nil days in case of uncertainty of collection from a customer. The receivables are assessed on an individual basis or grouped into homogeneous groups and assessed for impairment collectively, depending on their significance. Moreover, trade receivables are written off on a case-to-case basis if deemed not to be collectible on the assessment of the underlying facts and circumstances.
e) Asset retirement obligation
The Company uses various leased premises to install its tower assets. A provision is recognised for the cost to be incurred for the restoration of these premises at the end of
the lease period, which is estimated based on actual quotes, which are reasonable and appropriate under these circumstances. It is expected that these provisions will be utilised at the end of the lease period of the respective sites as per respective lease agreements.
f) Revenue recognition
Refer note 4.1(i) for judgements and estimates on revenue recognition.
g) Income taxes
The Company's tax jurisdiction is India. Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Significant management judgement is also required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits from the Income Tax Act, 1961.
h) Provisions and contingent liabilities
The Company has ongoing litigations with various regulatory authorities and third parties that arise in the ordinary course of
business, the outcome of which is inherently uncertain. The Company records a liability when it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions at least quarterly and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.
i) Employee benefits
The cost of the defined benefit plan is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed on a half yearly basis.
(i) During the year ended March 31, 2026, the Company subscribed to 2,801,921 equity shares of Amplus Phoenix Energy Private Limited (Amplus), representing a 4.26% stake, for a total consideration of ' 28 Million. Amplus has set up a solar power plant in the state of Karnataka, of which the Company will be one of the consumers.
(ii) The Company entered into a Share Subscription and Shareholders' Agreement to subscribe 38,040,000 equity shares of JSW Green Energy Eight Limited (JSW), representing a 26.01% stake, for a total consideration of ' 380 Million. During the year ended March 31, 2026, the Company subscribed to 7,608,000 equity shares (Tranche 1) of JSW, maintaining a 26.01% holding, for a total consideration of ' 76 Million. JSW has set up a solar power plant in the state of Karnataka, of which the Company will be the only consumer. The Company holds more than 20% in JSW. However, the Company does not exercise significant influence or control on decisions of the investees. Hence, they are not being construed as associate companies.
(iii) These investments are made solely to purchase solar energy under captive power generating plant model. The carrying cost represents the fair value of the investments.
e. Aggregate number and class of shares bought back during the period of five years immediately preceding the reporting date:
The Board of Directors, at its meeting held on July 30, 2024, approved a buyback of up to 56,774,193 equity shares at a price of ' 465 per share, payable in cash for an aggregate amount upto ' 26,400 Million.
Pursuant to the buyback, equity share capital was reduced by ' 568 Million. The buyback premium of ' 25,832 Million and transaction costs and taxes of ' 1,087 Million were adjusted against securities premium. Further, a capital redemption reserve of ' 568 Million was created, equal to nominal value of shares bought back, as an appropriation from securities premium.
f. Shares reserved for issue under options:
For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company, refer note 39.
g. Information regarding issue of shares in the last five years:
(a) The Company has not issued any shares without payment being received in cash except under ESOPs scheme (for details, refer note 39).
(b) The Company has not issued any bonus shares.
(iv) Capital reserve
Capital reserve was created out of slump purchase of assets (refer note 47(c)).
(v) Merger capital reserve
Merger capital reserve was created on account of merger of the Company with erstwhile Indus Towers Limited (refer note 3).
(vi) General Reserve
General reserve was created out of Composite Scheme of arrangement with Bharti Airtel Limited. Pursuant to the merger of Joint Venture Company (i.e. erstwhile Indus Towers Limited) with the Company, the investment in Joint Venture Company has been cancelled by debiting the General Reserve to the extent available under the said Scheme (refer note 3 and 47(a)).
Further, pursuant to the merger of erstwhile Indus Towers Limited with the Company, General reserve of erstwhile Indus Towers Limited was transferred to the Company which was created out on account of Scheme of Arrangement (Indus Scheme) in erstwhile Indus Towers Limited. The General Reserve account shall be treated as free reserve for all intents and purposes (refer note 3 and 47(b)).
(vii) Retained earnings
Retained earnings are the profits that the Company has earned till date, less transfer to other reserves (if any), dividends and other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss.
(viii) Common control reserve
Common control reserve is created on account of acquisition of passive infrastructure business undertaking by way of slump sale from the Parent company (refer note 50).
(i) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Share based payment reserve
This relates to share options granted by the Company to its employees under its employee share options plan.
(iii) Capital redemption reserve
Capital redemption reserve was created on buy back of shares. A company may issue fully paid up bonus shares to its members out of Capital redemption reserve account.
39 Employee stock option plans
Pursuant to the board resolution dated December 17, 2014 and the resolution of the shareholders by postal ballot dated January 29, 2015, the Company instituted the Employee Stock Option Scheme 2014 (“ESOP Scheme 2014”). The Company had announced Long term incentive plan (LTIP) 2015 under the approved “ ESOP Scheme 2014” during the financial year 2015-16. Since then, multiple grants have been issued under the LTIP to employees over the years.
The loan has been given to ESOP trust time to time for purchase the Equity Shares of the Company from open market as permitted by SEBI (Share Based Employee Benefits) Regulations, 2014.
During the year ended March 31, 2026, the Trust has acquired 22,465 and 727,535 shares at an average price of ' 345.01 per share and ' 350.77 per share respectively and 696,954 equity shares of exercise price of ' 10 each have been transferred to employees upon exercise of stock options. As of March 31, 2026, the Trust holds 972,953 shares of face value of ' 10 each of the Company.
During the year ended March 31, 2025, the Trust has acquired 265,424 and 449,576 shares at an average price of ' 355.99 per share and ' 363.75 per share respectively and 762,776 equity shares of exercise price of ' 10 each have been transferred to employees upon exercise of stock options. As of March 31, 2025, the Trust holds 919,907 shares of face Value of ' 10 each of the Company.
41 Leases
The Company has given sites on operating lease to telecom operators. As per the agreements with the operators the escalation rates are 2.5% per annum. The service charges recognised as income during the year for non cancellable arrangements relating to provision for passive infrastructure sites as per the agreements is ' 209,280 Million and ' 191,974 Million for the year ended March 31, 2026 and March 31, 2025 respectively.
Direct and indirect tax matters:
The management of the Company assesses all material claims in the nature of demands and the show cause notices (“SCNs”), including intimation prior to SCNs, relating to direct and indirect taxes against the Company and based on legal advice in certain cases, evaluates whether it is probable, possible or remote (“PPR”). The Company discloses matters as contingent liability that are assessed as possible.
Further, the management of the Company makes an assessment for uncertain tax positions for direct tax matters and records a provision if it is probable and discloses it as part of contingent liabilities when it is assessed as possible in nature.
Contingent liability amount disclosed above includes interest and penalty only to the extent such amounts are assessed by various tax authorities through demand order and such demands are assessed by the management as possible.
Legal and other matters:
The management of the Company assesses all material claims in the nature of demands relating to legal and other matters against the Company and based on legal advice in certain cases, evaluates whether it is probable, possible or remote (“PPR”). The Company discloses all the matters as contingent liability that are assessed as possible.
Contingent liability amount disclosed above includes interest and penalty only to the extent such amounts are assessed by various government authorities through demand order.
i) Stamp duty
The Company had received demand in certain states for stamp duty on execution of leave and license agreement of cell sites.
ii) Sales tax/VAT/GST
Sales tax/VAT claims primarily relate to the levy of VAT on the right to use goods in the State of Gujarat. This issue has been consistently decided in favour of the Company by multiple High Courts.
iii) Municipal taxes
The Company based on its assessment of the applicability and tenability of certain municipal levies, which is an industry-wide phenomenon, does not consider the impact of such levies to be material. Further, in the event these levies are confirmed by the respective government authorities, the Company would recover these amounts from its customers in accordance with the terms of Master Service Agreement.
iv) Service tax
In another issue department has raised demand alleging difference in turnover in 26AS vs ST 3 against which Company had filed appeal before CESTAT, pending for hearing.
v) Other claims mainly include site and vendors related legal disputes
Amount assessed as contingent liability includes interest and penalty as demanded by various authorities and vendors and doesn't include interest liability that could be claimed by authorities in case of unfavorable orders.
vi) One of the Distribution Company (“DISCOM”) revised the electricity tariff from Industrial to Commercial (I2C) tariff for the mobile towers vide its tariff order dated November 03, 2016 and same was challenged before Appellate Tribunal for Electricity (APTEL) by the Industry including the Company. The Appellate tribunal decided in favor of Appellants including the Company in February 2020.
The following methods/assumptions were used to estimate the fair values:
i) The carrying value of cash and cash equivalents, trade receivables, short-term borrowings and trade payables approximate their fair value mainly due to the short-term maturities of these instruments/being subject to floating rates.
ii) The fair values of financial assets classified as fair value through profit or loss like investment in mutual funds is based on net asset values/quoted market price at the reporting date.
The said order has been challenged by the DISCOM before the Hon'ble Supreme Court and in October 2020, the Hon'ble Supreme Court passed an order directing parties that there shall be stay of the recovery in meantime. Further, effective April 1, 2020, the DISCOM came out with Multi Year Tariff (MYT) by which industrial tariff has been made applicable to mobile towers. The Company believes that the outcome of the case will be favorable and the likelihood of outflow of resources is remote. Further, in case of an unfavorable decision, which is not likely, the Company has obtained necessary undertakings from the customers for payment/reimbursement of differential cost.
Further, there is no significant update during the year ended March 31, 2026 and March 31, 2025.
iii) The fair value of security deposits included in other financial assets & other financial liabilities and fixed rate long term borrowings is estimated by discounting future cash flows using rates applicable to instruments with similar terms, currency, credit risk and remaining maturities. The fair values of other financial assets and other financial liabilities (other than security deposits) are assessed by the management to be same as their carrying value and is not expected to be significantly different if estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The Company enters into derivative financial instruments with financial institutions/banks. Further, foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs.
iv) The fair values of the non-listed equity investments have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these non-listed equity investments.The carrying value of investment in equity instrument approximate their fair value.
44 Fair value hierarchy
All financial instruments for which value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole;
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the financial instruments measured at fair value, by level within the fair value measurement hierarchy:
Amount received from KMPs for ESOP exercised during the year ended March 31, 2026 is ' 2 Million (March 31, 2025 : ' 1 Million).
During the year ended March 31, 2026, the Company granted an employee advance of ' 21 Million to Key Management Personnel as per policy, with ' 3 Million outstanding as at the year end.
Terms and conditions of transactions with related parties:
The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the end of the year are unsecured and settlement occurs in cash and no guarantees have been provided or received for any related party receivables or payables.
46 Segment Reporting
The Company was set-up with the object of, inter alia, establishing, operating and maintaining wireless communication towers. This is the only activity performed and is thus also the main source of risks and returns. The Company's segments as reviewed by the Chief Operating Decision Maker (CODM) does not result into identification of different ways/sources into which they see the performance of the Company. Accordingly, the Company has a single reportable segment. Hence, the relevant disclosures as per Ind AS 108, “Operating Segments” are not applicable to the Company.
Revenue from three customers each exceeding 10 per cent of total revenue amounted to ' 308,883 Million (March 31, 2025: ' 286,556 Million).
47 As per transitional provisions specified in Ind AS 101, “First time Adoption of Indian Accounting Standards”. The Company has continued to apply the accounting prescribed under the scheme with respect to mergers listed below.
a) Scheme accounting - Bharti Airtel Scheme
During the year ended March 31, 2008, pursuant to the Scheme of Arrangement with Bharti Airtel Limited ('BAL Scheme') under sections 391 to 394 of the Companies Act, 1956, the telecom infrastructure undertaking of Bharti Airtel Limited was transferred to the Company. As per provisions of the Scheme, the Company has created a General reserve equivalent to the amount of fair value of such telecom infrastructure which shall be constituted as free reserve available for all purposes at the discretion of the Company. Pursuant to the Scheme, the depreciation charged by the Company on the excess of the fair values over the original book values of the assets transferred by Bharti Airtel Limited is being off-set against General Reserve. Accordingly, depreciation charges on the excess of fair value over the original book values are charged to General Reserve.
b) Scheme accounting - Indus Scheme
Pursuant to the Scheme of Arrangement ('Indus Scheme') under sections 391 to 394 of the Companies Act, 1956, Vodafone Infrastructure Limited (formerly known as Vodafone Essar Infrastructure Limited), Bharti Infratel Ventures Limited and Idea Cellular Tower Infrastructure Limited (collectively referred to as 'The Transferor Companies') and erstwhile Indus Towers Limited (referred to as 'erstwhile Indus' or 'The Transferee Company'), jointly filed an application for sanctioning a scheme of arrangement ('the Scheme') under Section 391 to 394 of the Companies Act, 1956. The Scheme was sanctioned by the Hon'ble High Court of Delhi vide its order dated April 18, 2013. The Scheme had become operative from June 11, 2013 upon filing of certified copy of the order of the Hon'ble High Court with the Registrar of Companies, Delhi with an appointed date of April 1, 2009.
General Reserve arising out of the Scheme
Pursuant to the terms of the Scheme, with effect from the appointed date, the Transferee Company recorded all assets of the Transferor Companies at fair value, all the liabilities and reserves at their book value and issued its equity shares to the shareholders. The excess of net value of assets, liabilities and reserves taken over and the consideration payable, has been transferred to a General Reserve account arising out of the Scheme. Accordingly, the General Reserve of ' 73,792 Million was recognised on account of fair value adjustments as on April 1, 2009. Further, the General reserve amounting to ' 71,050 Million was transferred from Bharti Infratel Ventures Limited and Idea Cellular Towers Infrastructure Limited to erstwhile Indus Towers Limited under the Scheme. The resultant total General Reserve recorded in erstwhile Indus Towers Limited amounted to ' 144,842 Million as on April 1, 2009.
The General Reserve account of the Transferee Company created pursuant to the Scheme shall be treated as free reserve for all intents and purposes, including, without limitation, as may be decided by the Board of Directors, including for amortisation of any merger related expenses or losses, issuance of bonus shares, off-setting any additional or accelerated depreciation related to the fixed assets transferred to the transferee company pursuant to the Scheme, lease equalization reserve, asset retirement obligations, deferred tax assets or liabilities, as the case may be, any other expenses, impairment, losses or write-offs and any other permitted purposes and shall form part of the net worth of the Transferee company.
Further, pursuant to merger of erstwhile Indus with the Company (refer note 3), such General Reserve amounting to ' 73,257 Million has been recognised in the Company at the carrying value on the effective date of merger i.e., November 19, 2020. As prescribed under the scheme, such general reserve had been utilised for additional or accelerated depreciation related to the fixed assets transferred pursuant to the Scheme. Had the scheme approved by the Hon'ble High Court of Delhi did not prescribe the accounting treatment mentioned above, these amounts would have been recognized in the statement of profit and loss.
c) Capital reserve arising out of slump purchase of assets
The wholly owned subsidiary of the Company erstwhile Bharti Infratel Ventures Limited ('BIVL') had acquired certain assets and liabilities from the Company as a going concern on slump sale basis for no consideration as on December 31, 2011. Pursuant to this, BIVL had recognised total assets amounting to ' 4,695 Million, total liabilities of ' 159 Million and the resultant difference of ' 4,536 Million has been recognised as a Capital Reserve. Further, pursuant to Indus Scheme (refer note 47(b)), and thereafter merger of erstwhile Indus Towers Limited ('erstwhile Indus') with the Company (refer note 3) and upon transfer of all the assets, liabilities and reserves of BIVL to erstwhile Indus and from erstwhile Indus to the Company such capital reserve has been recognised at the carrying value in the books of the Company.
(v) Reason for shortfall: The amount has been incurred/spent on the ongoing projects through the eligible partners.
(vi) The CSR amount has been spent on: Thematic areas of education and skill development, diversity & inclusion, digital and creative literacy, sanitation, health and hygiene (nari samman), sustainable growth focusing on environment sustainability including research & development, local community needs which also includes disaster relief initiatives, monitoring, impact assessment and administration etc.
*The budgeted spent for the year ended March 31, 2026 is ' 1,624 Million increased by ' 418 Million and ' 32 Million on account of unspent obligation for the year ended March 31, 2025 and March 31, 2024 respectively. The budgeted spent for the year ended March 31, 2025 was ' 1,647 Million increased by ' 151 Million on account of unspent obligation for the year ended March 31, 2024.
The remaining unspent money of ' 756 Million pertaining to the year ended March 31, 2026 (March 31, 2025: ' 418 Million) has been (was) transferred to a separate bank account as per section 135 (6) of the Companies Act, 2013.
(ii) I n addition to above, during the year ended March 31, 2025, Charity and donation included ' 300 Million paid to Prudent Electoral Trust.
49 Financial risk management objectives and policies
The Company's principal financial liabilities comprise loans and borrowings, lease liabilities, trade payables, security deposits received, etc. The main purpose of these financial liabilities is to manage finances for the Company's operations. The Company's principal financial assets include investment in mutual funds and Government Securities, trade receivables, unbilled revenue, cash and cash equivalents, security deposits paid, etc.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance frame work for the Company are accountable to the Board of Directors and Audit & Risk Management Committee. This process provides assurance to the Company's senior management that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company's policies and Company's risk appetite. It is the Company's policy that no trading in derivatives for speculative purposes shall be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: interest rate risk, foreign currency risk and price risk. Financial instruments affected by market risk include interest bearing investment in mutual funds, Government Securities, fixed deposits and loans and borrowings etc.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2026 and March 31, 2025.
The Company's exposure to financial risks is to a variety of financial risks, including the effect of changes in foreign currency exchange rates, if any. The Company uses derivative financial instruments such as foreign exchange contracts to manage its exposures and foreign exchange fluctuations, if any.
Interest rate risk
I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company had invested in Government securities which will fetch a fixed rate of interest, hence, the income and operating cash flows are substantially independent of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates, which are included in interest bearing loans and borrowings in these financial statements. Further, the short-term borrowings of the Company do not have a significant fair value or cash flow interest rate risk due to their short tenure.
Cash flow sensitivity analysis for variable rate instruments
The following table demonstrates the sensitivity to a reasonably possible change in interest rates of long-term debt obligations with floating interest rates. A change of 100 basis points in interest rates for variable rate instruments at the reporting date would have increased/(decreased) profit or loss for the below years by the amounts shown below. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Indian Rupee is the Company's functional currency. As a consequence, the Company's results are presented in Indian Rupee and exposures are managed against Indian Rupee accordingly. The Company has foreign currency exposure mainly due to incurrence of some expenses and loan given to it's foreign subsidairies. The Company may use foreign exchange option contracts or forward contracts towards operational exposures resulting from changes in foreign currency exchange rates exposure. These foreign exchange contracts, carried at fair value, may have varying maturities depending upon the primary host contract requirement.
The Company manages its foreign currency risk if any, by hedging appropriate percentage of its foreign currency exposure, as per approved established risk management policy.
Foreign currency exposure
The Company exposure to foreign currency exchange risk as at reporting date, expressed in ' , is as follow:
Trade receivables
Customer credit risk is managed in accordance with Company's established policy, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing and due after 15/21/45 days from the date of invoice. The Company is entitled to demand interest, wherever applicable in case the customer does not pay within the due date. Outstanding customer receivables are regularly monitored. The ageing analysis of trade receivables as of the reporting date is as follows:
The sensitivity disclosed in the above table is mainly attributable to foreign exchange gains/(losses) on translation of USD denominated financial assets and financial liabilities as at the reporting date.
The above sensitivity analysis is based on a reasonably possible change in the underlying foreign currency against the respective functional currency while assuming all other variables to be constant.
Based on the movements in the foreign exchange rates historically and the prevailing market conditions as at the reporting date, the Company's management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks.
Price risk
The Company invests its surplus funds in various Government securities, taxable and tax free quoted debt bonds, liquid & Money Market schemes of mutual funds (liquid investments) and higher duration short term debt funds.
These are susceptible to market price risk, mainly arising from changes in the interest rates or market yields which may impact the return and value of such investments. The Company manages the price risk through diversification from time to time.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily for trade and other receivables) and from its financing activities, including deposits with banks and financial institutions, and other financial instruments. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.
Bank balances and cash deposits
Credit risk from balances with banks and financial institutions is managed by Company's treasury in accordance with the approved policy. Investment of surplus funds are made only with approved counterparties who meet the minimum threshold requirements under the counterparty risk assessment process. Based on its on-going assessment of counterparty risk, the Company adjusts its exposure to various counterparties. The Company's maximum exposure to credit risk for the components of the Balance Sheet at March 31, 2026 and March 31, 2025 is the carrying amounts as given in note 43.
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company principal sources of liquidity are cash and cash equivalents and the cash flow generated from operations. The Company closely monitors its liquidity position and deploys a robust cash management system.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
I n order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the year ended March 31, 2026.
50 The Company entered into a “Business Transfer Agreement (BTA)” on February 07, 2025 for acquisition of the passive infrastructure business undertaking by way of a slump sale from Bharti Airtel Limited, the parent company. The transfer of business undertaking was completed on March 24, 2025 with discharge of purchase consideration as per the terms of the BTA.
The Company had accounted for the above-mentioned acquisition in accordance with the Appendix C of Ind AS 103 “Business Combinations” as a common control transaction. Accordingly, the respective assets and liabilities of the passive in frastructure business undertaking were recorded in line with requirements of Ind AS 103 “Business Combinations”, at their carrying amounts as appearing in the financial statements of Bharti Airtel Limited as on November 19, 2024, the date on which control relationship was established between the Company and Bharti Airtel Limited, even though the actual transfer was completed on March 24, 2025.
The standalone statement of profit and loss for the year ended March 31, 2025 included net loss (operating expenses including depreciation) of ' 1,746 Million from November 19, 2024 to March 31, 2025 (net profit of ' 81 Million from March 24, 2025 to March 31, 2025) related to financial results of the above-mentioned passive infrastructure business undertaking.
Further, the Company considered a purchase consideration of ' 19,820 Million and recognised ' 18,050 Million as 'Common Control Reserve' on a provisional basis, which was subject to adjustment for the site count and category of sites as per the BTA.
On March 24, 2025, the Company paid an amount of ' 18,288 Million to Bharti Airtel Limited and deposited ' 2,032 Million (subject to deduction of ' 500 Million relating to adjustments to be made for site count and category of sites identified till March 31, 2025) into the Escrow Account as per the terms of the BTA.
During the year ended March 31, 2026, as required under the terms of the BTA, the reconciliation of site count and category of sites was completed, and such reconciliation has resulted in a reduction to the estimated purchase consideration with a corresponding impact (along with an adjustment to the carrying value of net assets acquired) on the 'Common Control Reserve' by ' 910 Million. As the impact of the adjustment is not material, it has not been adjusted retrospectively as required under Ind AS 103 “Business Combinations”.
Further, as per the BTA, the balance consideration has been released from the Escrow Account to Bharti Airtel Limited after considering above adjustments.
The company has evaluated the tax implications and has not recognised deferred tax assets (net) related to the acquisition of the business undertaking in statutory books of accounts on a prudent basis.
53 The Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated through the year for all relevant transactions recorded in the software. Further, the Company did not come across any instance of the audit trail feature being tampered with for the period in which the said feature was enabled and operating.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention for the period for which it was enabled and operated.
54 A large customer of the Company accounts for a significant part of revenue from operations for the quarter and year ended March 31, 2026, and constitutes a significant part of outstanding trade receivables and unbilled revenue as at March 31, 2026.
The said customer in its latest published unaudited financial results for the quarter and nine months ended December 31, 2025, reported the updates on financial performance, financial position and funding status. Based on the recent developments with respect to AGR matter, it is confident of generating sufficient cash flow from operations to meet its obligations payable over the next 12 months as and when they fall due. Accordingly, the said customer prepared its financial results on a going concern basis.
The customer is paying an amount equivalent to monthly billing to the Company. The Company continues to recognise revenue from operations relating to the customer for the services rendered, however, the Company does not recognise revenue equalisation asset on account of straight lining of lease rentals considering the customer's financial condition.
The Company will continue to monitor the financial condition of the said customer. The management believes that the carrying amount of receivables (including unbilled revenue) and property, plant and equipment as at March 31, 2026, related to the said customer will be recovered in normal course of business.
55 During the previous year, the Company received a favourable order from the Income Tax Appellate Tribunal (“ITAT”) for the assessment year 2010-11, allowing the appeal on issues primarily related to the disallowance of (a) depreciation on Passive Infrastructure Assets transferred under a scheme of arrangement, (b) provision for expenditure and (c) amortisation of asset retirement obligation, etc.
Based on the aforesaid order, the Company reassessed the income tax provisions recognised in its books of account up to that date and accordingly recognised a reversal of ' 1,366 Million in the current tax expense relating to earlier periods. This also resulted in a reduction of contingent liabilities amounting to ' 37,572 Million.
56 During the previous year, the Company received a favourable order from the Hon'ble Supreme Court, dated November 20, 2024, in relation to the ongoing litigation pertaining to the disallowance of CENVAT credit in the pre-GST regime, wherein the Court upheld that the towers were movable in nature.
Further, the Company had received a show cause notice (“SCN”) from the Directorate General of GST Intelligence, Ghaziabad (“DGGI”), under Section 74 of the Central Goods and Services Tax Act, 2017 (“CGST Act”), on a pan-India basis (except for six states where proceedings had been initiated earlier) for the financial years from 2017-18 to 2023-24, proposing disallowance of Input Tax Credit (“ITC”) on passive
infrastructure assets (“PIA”) such as DG sets, battery banks, air conditioners, etc., amounting to ' 54,546 Million, alleging that the PIA were an integral part of towers.
The aforesaid SCN was quashed by the Hon'ble Delhi High Court, following the principles arising out of the Hon'ble Supreme Court judgment, wherein the Court held that the exclusion of towers under Section 17(5) of the CGST Act from plant and machinery was not applicable and, accordingly, the ITC stood allowed on towers (including PIA).
Accordingly, the Company decapitalised ' 6,598 Million relating to GST that had been capitalised as part of property, plant and equipment for the period from April 1, 2020 to December 31, 2024, and recognised a corresponding ITC asset of the same amount. This resulted in a reversal of depreciation amounting to ' 650 Million on such assets for the aforesaid period.
Further, the Company availed ITC on civil foundation amounting to ' 2,936 Million for the period from April 1, 2023 to March 31, 2025, to protect the GST claim, and kept the same unutilised to mitigate interest exposure. Additionally, the Company created a provision against such ITC on civil foundation, which was accounted for under property, plant and equipment. There was no impact on the statement of profit and loss on account of this matter.
The Company also made corresponding changes in the income tax returns and computations for the related periods.
57 During the year ended March 31, 2026, the Company has extended loans and advances to its direct wholly owned subsidiary, Indus Towers FZE. Indus Towers FZE has in turn extended loans and advances to its direct wholly owned subsidiaries, as detailed below:
These loans and advances have been extended solely to meet the operational and infrastructure funding requirements of the respective overseas subsidiaries in the ordinary course of business and with an understanding, whether recorded in writing or otherwise, that such funds would not be further lent, invested, or provided by way of guarantee or security to any other person or entity identified by or on behalf of the Company or any funding party (ultimate beneficiary).
Other than as disclosed in the Standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiary).
The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Group shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiary) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
58 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
59 Effective November 21, 2025, the Government of India (“GOI”) has consolidated multiple existing labour legislations into a unified framework comprising four Labour Codes collectively referred to as the 'New Labour Codes'. Under Ind AS 19 “Employee Benefits”, changes to employee benefit plans arising from legislative amendments constitute a plan amendment, requiring recognition of past service cost immediately in the statement of profit and loss.
The New Labour Codes have resulted in an estimated one-time increase in the provisions for employee benefits amounting to ' 74 Million during the year ended March 31, 2026, pursuant to refinement of estimates. The total impact has been recognised as employee benefit expense during the year.
The GOI is in the process of notifying related rules to the New Labour Codes and the impact of these will be evaluated and accounted for in the period in which they are notified.
60 On September 02, 2025, the Board of Directors approved the Company's expansion into the African markets, beginning with Nigeria, Uganda, and Zambia. The Company has incorporated one direct wholly owned subsidiary (UAE Intermediate Parent) and three indirect wholly owned subsidiaries in the United Arab Emirates (UAE entities). During the year ended March 31, 2026, the Company has infused equity of AED 300,000 (' 7.55 Million) and provided a shareholder loan of USD 2.1 Million (' 190.32 Million) to the direct wholly owned subsidiary.
Further, the Company has incorporated three wholly owned subsidiaries of UAE Intermediate Parent in UAE and three wholly owned subsidiaries in Africa under the respective UAE entities.
On April 28, 2026, the Company has incorporated Indus Towers Global Ventures IFSC Limited, a wholly owned subsidiary of Indus Towers Limited in GIFT City, Gujarat, India, to serve as an investment holding company for the Company's overseas subsidiaries.
61 During the year ended March 31, 2023, the Company issued 15,000 rated, listed, unsecured, redeemable non-convertible debentures (“NCDs”) aggregating ' 15,000 Million, comprising 15,000 NCDs of face value ' 1,000,000 each, in three series (Series I: ' 7,500 Million (7,500 NCDs), Series II: ' 3,750 Million (3,750 NCDs) and Series III: ' 3,750 Million (3,750 NCDs). The NCDs carried a fixed coupon rate of 8.20% per annum payable annually and payable on maturity along with principal. Series I, II and III were scheduled to mature on December 7, 2024, June 7, 2025 and December 7, 2025, respectively.
The Company repaid Series I on its maturity dates. During the year March 31, 2026, the Company has repaid the remaining Series II and series III NCDs amounting to ' 3,750 Million respectively. Consequently, there are no NCDs outstanding as on March 31, 2026.
62 On April 30, 2026, the Board of Directors of the Company has recommended a final dividend of ' 14 per equity share of face value ' 10 each (aggregating to ' 36,934 Million) for the year ended March 31, 2026, subject to the approval of shareholders at the ensuing Annual General Meeting.
63 Additional regulatory information:
(i) No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) The Company has not been declared as willful defaulter by any bank or financial Institution or other lender.
(iii) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(iv) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
(v) The Company has not traded or invested in crypto-currency or virtual currency during the financial year.
(vi) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction in number of Layers) Rules, 2017.
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