Director Report

Dear Members,

Your Directors are pleased to present the Seventeenth Board's Report on the business and operations of Indus Towers Limited (‘the Company') together with the audited Financial Statements for the Financial Year ended March 31, 2023.

Business Overview

Indus Towers is a provider of tower and related infrastructure sharing services. We are 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. Your Company has a nationwide presence with operations in all 22 telecommunication circles in India and caters to all wireless telecommunication service providers in India.

As of March 31, 2023, Indus Towers owned and operated 192,874 towers with 342,831 co-locations in 22 telecommunication circles.

Financial Highlights

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

A. Consolidated financial results as per Ind AS

B. Standalone financial results as per Ind AS

Millions

*excluding other income

Share Capital

During the Financial Year 2022-23, there is no change in the Authorized Share Capital of the Company, and it stood at H 35,500,000,000/- divided into 3,550,000,000 equity shares of H 10/- (H Ten) each.

During the Financial Year 2022-23, there is no change in the Company's issued, subscribed, and paid-up equity share capital. As on March 31, 2023, the issued, subscribed and paid-up equity share capital of the Company stood at H 26,949,369,500/- divided into 2,694,936,950 Equity Shares of H 10/- (H Ten) each fully paid-up.

Issuance of rated, listed, unsecured, redeemable Non-Convertible Debentures (‘NCDs') by way of Private Placement

During the Financial Year 2022-23, the Company has raised, by way of Private Placement, total 15,000 NCDs of face value of H 10 Lakh each amounting to H 1,500 Crore in three series which were allotted on December 07, 2022 as details below:

Series I Debentures: 7,500 NCDs amounting to H 750 Crore, maturing on December 07, 2024

Series II Debentures: 3,750 NCDs amounting to H 375 Crore, maturing on June 07, 2025

Series III Debentures: 3,750 NCDs amounting to H 375 Crore, maturing on December 07, 2025 These NCDs are listed on National Stock Exchange of India Limited (NSE).

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the Financial Year ended March 31, 2023.

Dividend

The Board of Directors of the Company has not declared any dividend for the Financial Year 2022-23.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations'), the top 1000 listed companies based on the market capitalization shall formulate a dividend distribution policy. Accordingly, the Dividend Distribution Policy was adopted by the Board of Directors of the Company to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The dividend distribution policy is available on the Company's website at https://www.industowers.com/wp-content/themes/ indus/pdf/policy/Dividend-Policy.pdf.

Credit Rating

As on the date of this report, CRISIL Limited rated their Long-Term Rating to CRISIL AA+/ Stable, Short-term rating to CRISIL A1+ (Reaffirmed) and Bond rating to CRISIL AA+/ Stable. It also reaffirmed the Commercial Papers Rating to CRISIL A1+ assigned to the Company. Further, ICRA Limited rated the Non-Convertible Debentures rating to [ICRA] AA+ (Stable), Term Loans rating to [ICRA] AA+ (Stable), Fund based/ Non-fund based rating to [ICRA] AA+ (Stable) and rating of unallocated limits to [ICRA] AA+ (Stable)/ A1+. It also reaffirmed the Commercial Papers Rating to [ICRA] A1+ and issuer rating to [ICRA] AA+ (Stable) assigned to the Company.

Transfer of amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of Companies Act, 2013 read with Rules made thereunder during the Financial Year 2022-23, the Company has transferred an amount of H 136,721/- (Rupees One Lakh Thirty Six Thousand Seven Hundred and Twenty One Only) pertaining to final dividend on equity shares for Financial Year 2014-15, which remained unpaid/ unclaimed for a period of seven years, to Investor Education and Protection Fund (IEPF) established by the Central Government. Further, 185 equity shares of the Company on which the dividend remained unpaid/ unclaimed for a period of seven consecutive years were also transferred to IEPF in accordance with the Act and Rules thereunder after giving due notice to the concerned shareholders.

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

The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on the date of closure of previous Financial Year i.e. March 31, 2022 on the website of the Company at https://www.industowers. com/%20investor/shares/?var=1657517893.

Nodal Officer

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

Deposits

The Company has not accepted any deposit and as such no amount of principal or interest was outstanding as on the date of the Financial Statements.

Induction, Re-appointment and Resignation

During the Financial Year, the following changes took place in the Board:

Appointments and Re-appointments

- Mr. Sunil Sood (DIN: 03132202), was appointed as an Additional Director in the category of a Non-Executive Non-Independent Director w.e.f June 30, 2022. The shareholders in their meeting held on August 23, 2022, approved the appointment of Mr. Sood as a Director, liable to retire by rotation.

- Ms. Anita Kapur (DIN: 07902012) was re-appointed as an Independent Director for a second term of five years w.e.f. January 17, 2023, till January 16, 2028, with the approval of shareholders in their meeting held on August 23, 2022.

- Mr. Pankaj Tewari (DIN: 08006533) was appointed as an Additional Director in the category of Non-Executive Non- Independent Director of the Company w.e.f. October 8, 2022. Thereafter the shareholders through postal ballot/ e-voting on December 30, 2022, have approved the appointment of Mr. Tewari as a Director, liable to retire by rotation.

- Mr. Prachur Sah (DIN: 07871676) was appointed as an Additional Director designated as Managing Director & Chief Executive Officer (MD & CEO) of the Company w.e.f. January 3, 2023, for a period of five years. Thereafter, the shareholders through postal ballot/e-voting on April 01, 2023, have approved the appointment of Mr. Sah as MD & CEO for a period of 5 years.

- Mr. Ramesh Abhishek (DIN: 07452293) was appointed as an Additional Director in the category of Independent Director for a term of five consecutive years w.e.f. January 3, 2023 till January 2, 2028. Thereafter, the shareholders, through postal ballot/e-voting on April 01, 2023, have approved the appointment of Mr. Abhishek as an Independent Director for a period of five years.

- Mr. Harjeet Singh Kohli (DIN: 07575784), Mr. Randeep Singh Sekhon (DIN: 08306391) and Mr. Ravinder Takkar (DIN: 01719511), will retire by rotation at the ensuing AGM and, being eligible, have offered themselves for reappointment. The Board, on the recommendation of the HR, Nomination and Remuneration Committee, recommends their re-appointment as Directors liable to retire by rotation at the ensuing AGM.

In the opinion of the Board, all the directors, including the directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity. Brief resume, nature of expertise, disclosure of relationships between directors inter-se, details of directorships and Committee membership held in other companies of the Directors proposed to be appointed/ 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.

Resignations

- Mr. Balesh Sharma (DIN: 07783637), Non-Executive Non-Independent Director of the Company resigned from the Board w.e.f. June 30, 2022.

- Mr. Bimal Dayal (DIN: 08927887), resigned from the Board and from the position of Managing Director & CEO of the Company w.e.f. September 17, 2022.

The Board placed on record its deepest gratitude and appreciation towards valuable contribution made by the outgoing Directors. Save and except the above, there was no change in the Directors or KMPs of the Company during the year under review.

Declaration by Independent Directors

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

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

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

Policy on Nomination, Remuneration and Board Diversity

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

The Policy, inter-alia, includes criteria, terms and conditions for determining qualifications, competencies and positive attributes for appointment of Directors (executive and non-executive including independent directors), Key Managerial Personnel and persons who may be appointed in Senior Management positions, their remuneration and diversity in the Board etc. The detailed policy is available on the website of the Company at https://www.industowers.com/wp-content/themes/indus/pdf/ SE/2020/Nomination-Policy.pdf.

Annual Board Evaluation and Familiarisation Programme for the Board Members

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 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, Board Committees and Individual Directors including the Independent Directors, Chairman and MD & CEO. Customized questionnaires were circulated, responses were analysed, and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board Evaluation is provided in the report on Corporate Governance which forms part of this Integrated Report.

Board Meetings

During the Financial Year 2022-23, the Board of Directors met 9 times i.e. on May 05, 2022; July 27, 2022; August 02, 2022; September 26, 2022; October 08, 2022; October 27, 2022; December 22, 2022; January 24, 2023 and March 24, 2023. 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 2022-23 are set out in the Report on Corporate Governance which forms part of this Integrated Report.

Board Committees

The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2023, the Board has 5 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. Additionally, the Board has formed Special Committee of Directors and Committee of Directors for Fund Raising. The details with respect to the composition, powers, roles, terms of reference, number of meetings held etc. of the Committees during the Financial Year 2022-23 and attendance of the members at each Committee meeting is provided in the Report on Corporate Governance which forms part of this Integrated Report. All the recommendations made by the Committees of the Board including the Audit & Risk Management Committee were accepted by the Board.

Subsidiary/ Joint Venture/ Associate Company

As on March 31, 2023, the Company has a wholly owned subsidiary named Smartx Services Limited. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which forms part of this Integrated Report. A statement in Form AOC- 1, containing the salient features of the Financial Statements of the subsidiary company is annexed as Annexure A to this report. The statement also provides the details of the performance and financial position of the subsidiary company. Audited Financial Statements of Smartx Services Limited for the Financial Year 2022-23 have been placed on the website of the Company at www.industowers.com and the same will also be available electronically for inspection by the members during the AGM.

The audited Financial Statements of the subsidiary company are available for inspection at the Company's registered office and registered office of the subsidiary company. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary company may write to the Company Secretary at the Company's registered office. The Company does not have any joint venture company or an associate company as on March 31, 2023.

Human Resources

At Indus Towers, we believe that our people are key to the success of our business. Indus Towers has set an example for several organizations in India by leading the way and demonstrating how putting people front and center in organizational initiatives can lead to achieving higher levels of business performance.

We have our employees at the core of business who deliver and sustain the service delivery by living the core values of the organization- Excellence, Customer, Integrity, Teamwork and Environment (ExCITE).

They relentlessly work towards our vision to Strive for Customer Delight through continuous Innovation. Many employees and organizations spent last year settling into their new ways of working after the initial, prolonged disruption of the pandemic subsided. This adjustment period coincided with an uncertain economy, continued resignations and "quiet quitting" making headlines amid declining employee engagement after a decade of growth. The Gallup Exceptional Workplace Award (2023) awarded to Indus Towers is a testament to the fact that despite these challenges, we as an organization stood strong with our values and built a culture that thrives in the new work environment.

For a young organization like Indus Towers, which operates in the B2B space, defining and percolating an organization wide culture and becoming an employer of choice are two important and interrelated aspects. The fact that we have received this award for the 10th consecutive year establishes the fact that to be among the most engaged workplaces across the world, we must continue to put people first and continue to make employee engagement a cultural priority in our business strategy.

During our journey, we realized that the first step in creating an employer brand is to define and articulate the culture which proves to be a differentiating factor for external and internal employees. Connecting and engaging with 3,249 employees spread across our 22 circles has become possible through our constant communication. Our leadership has a strong connect with all employees and focusing on their well-being is their priority. They regularly connect with the teams to guide them on how to efficiently manage people and productivity during critical times.

Throughout the year, the leadership stood by their people in times of crisis, valuing their relentless efforts and providing all type of support that was needed. The year gone by was transformational yet extremely demanding for our workforce at Indus. While on one side rigor on 5G roll out was one of the biggest ask from our customers, there has been a war of talent in the market for this niche skill.

To address the situation in time, we ensured that we proactively start upskilling our current workforce. We invested in our talent through various training interventions and awareness sessions delivered by the Leaders and Subject Matter Experts to get 5G ready and ensured that we deliver on the expectations of our valued customers.

At Indus, we constantly strive to build and sustain a culture of high performance and recognise that our employees play a crucial role in catalyzing growth and innovation in the organization. We aim to build a future-ready, resilient, and nimble workforce.

Our strategic approach to creating a pool of best-in-class talent is guided by a three-dimensional approach:

Our unique employee value proposition and integrated approach to employee development align organizational values with the personal values of the employees thus helping them achieve breakthrough results.

The communication strategy at Indus has been instrumental in keeping the morale of the employees high while ensuring their engagement at the same time. At Indus Towers, we believe in embracing technology and continue to use it to our advantage to make processes simpler and more efficient. We continue to automate our processes, use of the systems and technological shifts have made it even more important for people to become ‘fit for the future', both as professionals and as individuals. Keeping this in mind, we constantly organize various learning and development initiatives for our employees.

While during the pandemic we capitalized on virtual and online learning, this year we also brought back many classroom training interventions. Keeping the development opportunities relevant and engaging, this was a year of many new launches for Indus Towers when it came to future ready capability building for our employees. We reviewed our existing courses and made improvements as per the changing needs, future skills and Training Needs identified. As part of our commitment towards holistic development, employees are continuously being encouraged to go for external certifications and MDP programs from elite institutions like ISB, IIMs, etc.

At Indus, we focus on building an overall employee experience and engagement & well-being forms the core of it. Our aim is to make our people proud of the work they do at Indus. We not only want them to excel, but we also want them to realize their contribution to the organization and provide them opportunities to learn and grow.

Diversity and Inclusion is at the heart of Indus. Over the years we have been constantly working on strengthening our policies and processes to provide a safe, equal and inclusive work environment for all. We have been successful in onboarding diverse talent not only for office-based roles but also in the field. While being an engineering and hardcore technical organization, where availability of diverse talent is limited, share of women in our total employee population is 6.3% and we are determined to improve this year on year. Continuing our efforts to ensure a conducive and safe environment for women employees, we have a mandatory training on POSH added to our online learning module.

We also have a neutral Internal Complaints Committee which investigates and takes appropriate action on any concerns related to harassment raised by employees. Apart from this, many engagement initiatives are planned and calendarized for D&I. Talks by Women Leaders were held for I-WIN network, which is a Pan Indus women's network focused on networking, learning and growing. Year 2022 marked the launch of Gender Sensitization Workshops. This is an organization wide effort to build an inclusive workplace for our employees and create awareness on the ground to address gender sensitive issues.

Employees Stock Option Plan

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

The Company also had another ESOP Scheme (‘ESOP Scheme 2008') under which no fresh grants are made, and all options granted under the Scheme have been dealt with. 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 Schemes. Both the ESOP schemes are 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 2022-23, ESOP Trust has purchased 525,000 equity shares from the open market and HR, Nomination and Remuneration Committee has granted 782,303 stock options under the ESOP Scheme 2014. A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under ESOP Scheme 2008 and ESOP Scheme 2014 is disclosed on the website of the Company at https://www.industowers.com/investor/shares/.

A certificate from Chandrasekaran Associates, Secretarial Auditors of the Company, certifying that the ESOP schemes are 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 copy of the same will also be available for inspection at the registered office of the Company and during the AGM. During the previous year, there were no material changes in the aforesaid ESOP scheme of the Company and the ESOP scheme are in compliance with ESOP regulations.

Statutory Auditors & their Report

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W/ W-100018) (‘Deloitte') were re-appointed as the Statutory Auditors of the Company by the shareholders in the 16^th Annual General Meeting (‘AGM') of the Company held on August 23, 2022, for a period of five years i.e. from the conclusion of 16^th AGM till the conclusion of 21st AGM of the Company, to be held in the year 2027.

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

The Board has duly examined the Statutory Auditor's Report on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023, 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 Companies Act, 2013 during the Financial Year.

Secretarial Auditors & their Report

The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year ended March 31, 2023. The Secretarial Auditors have submitted their report, confirming compliance by the Company on applicable provisions as stated in their report. The Report does not contain any qualification, observation, disclaimer, or adverse remark except following: The Company had received an adjudication order from the Securities Exchange Board of India ("SEBI") dated June 27, 2022 for violation of erstwhile Regulation 3(12) of SEBI (Share Based Employees Benefits) Regulations, 2014 w.r.t. non-appropriation of the excess 5,32,862 equity shares held by ESOP Trust of the Company and a fine of Rs. 1,00,000/- was imposed by SEBI. The Company denies violation of Regulation 3(12) of the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, however, has paid the prescribed penalty on ground of interpretational differences.

The Secretarial Audit Report for the Financial Year 2022-23 is annexed as Annexure B to this report.

The Board has re-appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, as the Secretarial Auditors of the Company for the Financial Year 2023-24.

Internal Auditor and Co-source Partner

The Company has in place a robust 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 and PricewaterhouseCoopers Private Limited (PwC) and ANB Solutions Private Limited (ANB) were engaged as the co-sourced partners for the year. The audit conducted by the Internal Auditor and co-sourced partners is based on an internal audit plan, which is reviewed each year in consultation with the Audit & Risk Management Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to, while conducting the business.

Corporate Social Responsibility (CSR)

In line with the company's vision of Connecting Lives across nation, the CSR initiatives of the Company are guided to ensure sustainable development and inclusive growth while taking care of People, Planet, and organizational goals. The CSR Vision of Indus endeavors on taking an active role in transforming the lives of communities by designing and implementing projects that works towards socio-economic upliftment of the communities. The Company has made conscious efforts to ensure that CSR interventions are need-based, community-oriented, sustainable, and thereby positively impact the quality of lives and also those present in the ecosystem. At Indus, we believe that our business thrives in a strong and sustainable society and therefore our commitments, focus on integrity, empathy and ethics shape the Indus value system. As a socially responsible organization, we harmonize our short term and long-term goals to consistently strive to serve society in a holistic manner to create a larger social impact. CSR activities through partnership with the government, particularly at the local level, and not-for-profit sector, plays a vital role not only for effective implementation of CSR activities but also for long-term sustainability and to achieve measurable change brought about by social initiatives.

The CSR Policy aligns with the Missions of National Priority and the Sustainable Development Goals (SDGs) of India. The policy is recommended by Corporate Social Responsibility (CSR) Committee and approved by the Board. It has a deep focus on governance and transparency and outlines the Company's CSR Strategy to bring about a positive impact on the community and environment through various CSR interventions. Indus CSR activities are aligned with Schedule VII of the Companies Act and majorly focus on:

CSR programs at Indus are implemented by credible partners and are compliant to execute social development projects. These partners are selected based on a robust due diligence process. All our projects are closely monitored and governed by the Board of Directors and the CSR Committee and managed by the CSR council members. Company-wide, Indus utilizes its strengths and resources to benefit local communities. Individually, our employees through volunteering programs actively engage in community service and contribute their time, efforts, and resources to bring in positive change in community.

In accordance with the requirements of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has constituted the CSR Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Integrated Report. The Company has also formulated a Corporate Social Responsibility Policy, to ensure that the CSR programs of the Company reflect its vision and values and are aligned with the applicable regulatory requirements.

The CSR Policy is available at the website of the Company at https://www.industowers.com/wp-content/uploads/2022/05/ CSR-Policy.pdf. The details of the composition of CSR Committee, CSR projects, programmes and the Annual Action Plan are also available on the website of the Company. During the Financial Year 2022-2023, the Company was required to spend H 984.23 Mn (2% of average net profits for the last 3 years) towards the CSR activities out of which the Company has spent H 914.85 Mn till March 31, 2023. The remaining amount of H 69.38 Mn towards the ongoing projects has been transferred to the unspent CSR Account of the Company in compliance with the requirement of Section 135(6) of the Companies Act, 2013. A detailed update on the CSR initiatives of the Company is provided in the Social Capital section, which forms part of this Integrated Report. The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure C to this Report.

Integrated Reporting

In line with our philosophy of being a highly transparent and responsible company and considering IR as a journey, the Company has adopted ‘Integrated Report' in accordance with the International Integrated Reporting Council (IIRC) framework. The Integrated Report covers the capital approach of IIRC Framework as well as the value that the Company creates for its stakeholders.

Business Responsibility and Sustainability Report

In accordance with the Regulation 34(2)(f) of Listing Regulations read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility & Sustainability Report (‘BRSR') for the Financial Year 2022-23, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Integrated Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, forming part of this Integrated Report.

Corporate Governance

The Company is committed to benchmark itself with global standards and adopting the best corporate governance practices. The Board constantly endeavors to take the business forward in such a way that it maximizes the long-term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Listing Regulations are duly complied with. A detailed report on the Corporate Governance pursuant to the requirements of the Listing Regulations forms part of this Integrated Report. A certificate from the Statutory Auditors of the Company, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated in the Listing Regulations is annexed as Annexure D to this report.

Risk Management

Risk management is embedded in Indus Towers' operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across the Company and prioritize relevant action plans to mitigate these risks. The Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks. The Company has a duly approved Risk Management Policy for effective corporate governance and development of sustainable business.

The objective of this policy is to have a well-defined approach to risk and to define an ongoing and consistent process for identifying, evaluating, escalating, monitoring, and reporting the significant risks faced in the short and near future. The policy suggests framing an appropriate response for the key risks identified, to make sure that risks are adequately addressed or mitigated. The Internal Audit function along with Chief Risk Officer assists the Audit & Risk Management Committee on an independent basis with a review of the risk assessment and associated management action plans.

Operationally, risk is being managed at the top level by the Management Committee, chaired by the Managing Director & Chief Executive Officer. Detailed discussion on Risk Management forms part of Management Discussion & Analysis under the section ‘Risks and Concerns' which forms part of this Integrated Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Internal Financial Controls 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, 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 2022-23. The Internal financial controls of the Company have been further discussed in detail in the Management Discussion & Analysis section.

Code of Conduct/ Vigil Mechanism

We have a well defined Code of Conduct that serves as a guiding tool to align our organsational culture with individual conduct. The Code of Conduct and vigil mechanism of the Company is available on the website of the Company at www.industowers.com. A brief note on the highlights of the Ombudsman Policy/ Whistleblower Policy and compliance with Code of Conduct is also provided in the Report on Corporate Governance which forms part of this Integrated Report.

Quality Control

We at Indus Towers believe that quality control acts as an important differentiator and driving force behind customer delight through the achievement of high uptime and decreasing energy cost across our footprint. We continue to fine tune our quality strategies in line with our expanding footprints with the aim of ensuring First Time Right.

The multi-pronged strategies are continually refined in line with changing field dynamics. The stage inspection of on-site work is undertaken by quality engineers for new build sites and major upgrades. Quality audits by independent agencies are undertaken on a regular basis to ensure additional controls. Preventive maintenance audits, process and design improvement and control ensure standardization and quality of workmanship. We have continued with major project audits such as Electrical Hygiene Audits, Fire Solution Audits, Civil Audits, Refurbished Equipment Audits. Tower maintenance and Foundation strengthening audits to enhance the performance of sites from a long-term performance and safety perspective. As a unique exercise, we have been imparting product and process trainings to vendors / partners along with quality team on the field, thereby contributing to the organization's cause of delivering products at right time and at low price while maintaining the desired quality standards. Quality also assures that products comply with specifications through pre-dispatch inspection of products.

Related Party Transactions

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of this Integrated Report. All arrangements / transactions entered into by the Company with its related parties during the year were in ordinary course of business and on an arm's length basis. Particulars of material transactions with related parties, under the provisions of the Companies Act, 2013, are given in form AOC- 2 as Annexure E to this report.

The names of related parties and details of transactions with them under Ind AS - 24 have been included in Note no. 39 of the Standalone Financial Statements for the Financial Year ended March 31, 2023.

The Policy on the Related Party Transactions is available on the website of the Company at https://www.industowers.com/wp-content/themes/indus/pdf/2022/RPT_Policy.pdf.

Significant and material orders

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

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

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

Particulars of loans, guarantees or investments

The details of loans given, investments made or guarantees given are provided in Note no. 6, 7 and 12 of the Standalone Financial Statements for the Financial Year ended March 31, 2023.

Commercial Papers

During the Financial Year, the Company has raised H 23,250 Mn through issuance of Commercial Papers in various tranches. As on March 31, 2023, the Company has no outstanding Commercial Papers.

Particulars of Employees

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure F to this report. Particulars of employees' remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, in terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated Report is being sent to the Shareholders excluding the aforementioned information. The information will be available on the Company's website at https://www. industowers.com and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company up to the date of the ensuing Annual General Meeting.

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 Companies Act, 2013, read with the Rule 8 of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure G to this report.

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

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

Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 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, 2023, is available on the website of the Company at www.industowers.com.

Maintenance of Cost Records

The Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013.

Proceeding under Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2023.

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, 2023.

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

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

Prevention of Sexual Harassment at Workplace

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

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India and notified by Ministry of Corporate Affairs.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

I. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed and there is no material departure from the same;

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended March 31, 2023, and of the profit of the Company for the year ended on that date;

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

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

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

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

Acknowledgements

The Directors wish to place on record their appreciation for the assistance and co-operation extended by customers, strategic investors, shareholders, bankers, vendors, business partners, various agencies and departments of Government of India and State Governments where Company's operations are existing and look forward to their continued support in the future. The Directors would also like to place on record their sincere appreciation for the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees of the Company at all levels.