Dear Members,
Your Directors are pleased to present the 19th (Nineteenth) Board's
Report on the business and operations of Indus Towers Limited (the Company or Indus Towers
or Indus) together with the Audited Financial Statements for the financial year ended
March 31, 2025 (financial year 2024-25).
Business Overview
Indus Towers is a provider of tower and related infrastructure sharing
services to telecommunication service providers in India. Indus is one of the largest
telecom tower companies in India basis the number of towers and co-locations operated by
the Company. The business of Indus Towers is to deploy, own, operate and manage passive
infrastructure pertaining to telecommunication operations. The Company provides access to
its towers, primarily to wireless telecommunication service providers, on a shared basis
under long-term contracts. Indus has a nationwide presence with operations in all 22
telecommunication circles in India and caters to all wireless telecommunication service
providers in India.
As of March 31, 2025, Indus owned and operated 2,62,499 towers with
4,19,313 co-locations (including lean) in 22 telecommunication circles.
Financial Highlights
The Financial Statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 ('the Act') read with Companies (Accounts) Rules, 2014.
A. Consolidated financial results as per Ind AS
? in Million
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Revenue (excluding other income) |
301,228 |
286,006 |
| EBIDTA (excluding other income) |
208,447 |
146,939 |
| Profit Before Tax |
131,537 |
81,224 |
| Profit After Tax |
99,317 |
60,362 |
B. Standalone financial results as per Ind AS
? in Million
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Revenue (excluding other income) |
301,228 |
286,006 |
| EBIDTA (excluding other income) |
208,355 |
146,944 |
| Profit Before Tax |
131,466 |
81,272 |
| Profit After Tax |
99,223 |
60,410 |
Material Developments Buy back of equity shares
During the period under review, the Board of Directors of the Company
in its meeting held on July 30, 2024, approved the proposal for buy-back of 56,774,193
fully paid-up equity shares of the Company having face value of? 10/- each at a price of
Rs. 465/- per share through tender offer route.
The Buyback represented 2.11% of the total issued and paid-up equity
share capital of the Company and involved an aggregate consideration of approximately Rs.
26,400 Million. The settlement of bids and payment of buyback consideration was completed
August 28, 2024, and the shares were extinguished on September 4, 2024.
Change in Promoter shareholding
During the year under review, Al- Amin Investments Limited, Asian
Telecommunication Investments (Mauritius) Limited, CCII (Mauritius), Inc., Vodafone
Telecommunications (India) Limited, Mobilvest, Prime Metals Ltd., Trans Crystal Ltd., Euro
Pacific Securities Ltd., Omega Telecom Holdings Private Limited and Usha Martin Telematics
Limited (Collectively referred as “Vodafone Promoter entities/Vodafone
Shareholders") completely divested their shareholding in the Company. Consequently,
the nominee directors representing Vodafone Shareholders resigned from the Board following
the cessation of the Board Appointment Rights of the Vodafone Shareholders in the Company.
Upon completion ofthe buy-back of shares undertaken by the Company and
the change in the composition of the Board upon resignation of Vodafone Nominee Directors,
the Company became a subsidiary of Bharti Airtel Limited in accordance with applicable
Indian Accounting Standards. Further, an application for re-classification of Vodafone
Promoter entities from the “Promoter" category to “Public" is
currently under review by the Stock Exchanges, in compliance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Share Capital
During the year under review, there was no change in the Authorised
Share Capital of the Company, and it stood at Rs. 35,500,000,000/- divided into
3,550,000,000 equity shares of face value of Rs. 10/- each as on March 31, 2025.
Consequent to the buy-back of 56,774,193 equity shares of the Company,
the issued, subscribed and paid-up equity share capital of the Company reduced to Rs.
26,381,627,570/- divided into 2,638,162,757 fully paid-up equity shares of face value of
?10/- each as on March 31, 2025.
Credit Rating
As on the date of this report, the Company was rated by two domestic
rating agencies namely CRISIL and ICRA Ltd, as mentioned hereunder:
1. CRISIL has rated the long-term bank loan facility as CRISIL
AA+/Positive (Outlook revised from 'Stable' to 'Positive'; Rating reaffirmed), Short Term
bank loan facility as CRISIL A1+ (Reaffirmed), Rs. 17,500 Million bond as CRISIL
AA+/Positive (Outlook revised from 'Stable' to 'Positive'; Rating reaffirmed) and
Commercial Paper as CRISIL A1+ (Reaffirmed).
Further, credit rating assigned to Rs. 7,500 Million bond (debt
instruments) has been withdrawn as Rs. 7,500 Million Series I Non-Convertible Debentures
were redeemed during the financial year.
2. ICRA Ltd has rated Term Loans as [ICRA] AA+ (Stable),
Non-Convertible debenture as [ICRA] AA+ (Stable), Commercial paper as [ICRA] A1+, Fund
based/ Non-fund based limits as [ICRA] AA+ (Stable)/ [ICRA]A1+ and Unallocated limits as
[ICRA] AA+ (Stable)/ [ICRA]A1+.
Debt Securities
Rated, listed, unsecured, redeemable Non-Convertible Debentures
(‘NCDs')
During the year under review, the Company redeemed 7,500 NCDs amounting
to? 7,500 Million as detailed below:
Series |
Date of allotment |
Amount (? in Million) |
Coupon |
Due date of Payment/ Redemption |
Date of Payment / Redemption* |
| Series 1: 7,500 NCDs |
December 07, 2022 |
? 7,500 |
8.20% |
December 07, 2024 |
December 06, 2024 |
*On account of December 07, 2024 being a Saturday.
Further, during the year under review, the Company has not issued any
new debt securities.
As on March 31, 2025, the Company has a total of 7,500 NCDs amounting
to Rs. 7,500 Million outstanding as detailed below:
Series |
Date of allotment |
Amount (? in Million) |
Coupon |
Redemption Date/ Schedule |
| Series II: 3,750 NCDs |
December 07, 2022 |
Rs. 3,750 |
8.20% |
June 07, 2025 |
| Series III: 3,750 NCDs |
December 07, 2022 |
Rs. 3,750 |
8.20% |
December 07, 2025 |
Axis Trustee Services Limited is the Trustee for aforesaid NCDs. These
NCDs are iisted 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, 2025.
However, during the year under review, upon buyback of 56,774,193 fully
paid-up equity shares, the Company has transferred approximately Rs. 568 Million to
Capital Redemption Reserve.
Dividend
The Board of Directors of the Company has not declared any dividend for
the financial year 2024-25.
Dividend Distribution Policy
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('the Listing Regulations'), the Dividend Distribution
Policy has been adopted by the Board of Directors of the Company to set out the parameters
and circumstances that will be taken into account by the Board in determining the
distribution of dividend to its shareholders and/ or retaining profits earned by the
Company. The Dividend Distribution Policy is available on the Company's website at
https://www.industowers.com/wp-content/ uploads/Dividend-Distribution, pdf.
Transfer of amount to Investor Education and
Protection Fund (‘IEPF')
Pursuant to the provisions of Section 124 of the Act, during the
financial year 2024-25, the Company has transferred a dividend amount of Rs. 444,480/- and
Rs. 129,960/- pertaining to interim and final dividend respectively on equity shares for
the financial year 2016-17, which remained unpaid/ unclaimed for a period of 7 (seven)
consecutive years, to IEPF established by the Central Government.
Further, 1,589 (One Thousand Five Hundred and Eighty Nine) equity
shares of the Company on which the dividend remained unpaid/ unclaimed for a period of 7
(seven) consecutive years were also transferred to IEPF in accordance with the Act and
rules laid thereunder after giving due notice to the concerned shareholders.
The investors whose shares and dividend amount have been transferred to
IEPF may claim their shares and seek a refund in accordance with the provisions of law.
The details regarding the above along with the process for claiming the unpaid dividend/
shares is available on the website of the Company at https://www.
industowers.com/investor/shares/.
The Company has also uploaded the details of unpaid and unclaimed
dividend amounts lying with the Company as on the date of closure of financial year i.e.
March 31, 2025 on the website of the Company at https://www.
industowers.com/investor/shares/.
Nodal Officer
In accordance with the provisions of Rule 7(2A) of Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Ms.
Samridhi Rodhe, Company Secretary & Compliance Officer of the Company, has been
appointed as the Nodal Officer of the Company. The details are available on the Company's
website at https://www.industowers.com/investor/ investor-support/
Deposits
The Company has not accepted any deposit and as such no amount of
principal or interest was outstanding as on March 31, 2025.
Directors and Key Managerial Personnel
Induction, Re-appointment and Resignation
During the financial year, the following changes took place in the
Board:
Appointments and Re-appointments
• Mr. Dinesh Kumar Mittal (DIN: 00040000) was appointed as an
Additional Director in the category of Independent Director for a term of 5 (five)
consecutive years i.e. w.e.f. April 01, 2024 till March 31, 2029. His appointment was
approved by the shareholders via postal ballot/ e-Voting on June 22, 2024. He was also
appointed as the Chairman of the Board w.e.f. April 01, 2024.
• Mr. Jagdish Saksena Deepak (DIN: 02194470) was appointed as an
Additional Director in the category of Non-Executive Non-Independent Director w.e.f.
August 01, 2024. Thereafter, the shareholders at the 18th Annual General Meeting held on
August 29, 2024, approved the appointment of Mr. Jagdish Saksena Deepak as a Non-Executive
Non-Independent Director.
• Mr. Rakesh Bharti Mittal (DIN:00042494) and Mr. Soumen Ray
(DIN:09484511) were appointed as Directors in the category of Non-Executive
Non-Independent Directors w.e.f. January 20, 2025 with the approval of the shareholders
via postal ballot/ e-Voting on January 20, 2025.
• In terms of the provisions of Section 152 of the Act, Mr.
Harjeet Singh Kohli (DIN:07575784), Non-Executive Non-Independent Director and Mr. Prachur
Sah (DIN: 07871676), Managing Director & CEO will be liable to retire by rotation at
the ensuing Annual General Meeting of the Company and being eligible, have offered
themselves for re-appointment. Based on the recommendation of the HR, Nomination and
Remuneration Committee, the Board has recommended their re-appointment to the
shareholders.
In the opinion of the Board, all the Directors, including the Directors
appointed/ re-appointed during the year, possess the requisite qualifications, experience,
expertise, proficiency and hold high standards of integrity.
Brief resume, nature of expertise, disclosure of relationships between
Directors inter-se, details of directorships and Committee membership held in other
companies of the Directors proposed to be re-appointed, along with their shareholding in
the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing
Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
Cessation
• Mr. Pankaj Tewari resigned as Non-Executive Non-Independent
Director of the Company w.e.f. closure of business hours of July 31, 2024.
• Ms. Sonu Halan Bhasin resigned as an Independent Director of the
Company w.e.f. closure of business hours of August 30, 2024 due to due to her short term
commitments. Ms. Sonu Halan Bhasin also confirmed that there is no other reason for her
resignation.
• Mr. Ravinder Takkar, Mr. Sunil Sood and Mr. Thomas Reisten
resigned as Non-Executive Non-Independent Directors of the Company w.e.f. closure of
business hours of November 18, 2024 due to cessation of Board Appointment Rights of
Vodafone Shareholders upon divestment of their entire shareholding in the Company.
• Mr. Randeep Singh Sekhon resigned as
Non-Executive Non-Independent Director of the Company w.e.f. January
20, 2025.
The Board placed on record its deepest gratitude and appreciation
towards the valuable contribution made by the above mentioned Directors.
Save and except the above, there was no change in the Directors or KMPs
of the Company during the financial year under review.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received
declarations from all the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Act, as amended,
read with Rules framed thereunder and Regulation 16(l)(b) of the Listing Regulations. In
terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence and that they
are independent of the Management.
The Independent Directors have also confirmed that they have complied
with the Company's Code of Conduct and that they are registered on the databank of
Independent Directors maintained by the Indian Institute of Corporate Affairs. The
Directors have further confirmed that they are not debarred from holding the office of
Director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the
aforesaid declaration and confirmation submitted by the Independent Directors.
Pursuant to Section 134 of the Act read with Rule 8(5) of the Companies
(Accounts) Rules, 2014, in the opinion of the Board, all the Independent Directors,
including the Directors appointed/ re-appointed during the year, possess the requisite
qualifications, experience, expertise, proficiency and hold high standards of integrity.
Policy on Nomination, Remuneration and Board
Diversity
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board will be able to leverage different skills,
qualifications, professional experiences, perspectives and backgrounds, which is necessary
for achieving sustainable and balanced development. The Board has adopted a Policy on
Nomination, Remuneration and Board Diversity, on appointment and remuneration of
Directors, Key Managerial Personnel & Senior Management.
The Policy, inter-atia, includes criteria, terms and conditions for
determining qualifications, competencies and positive attributes for appointment of
Directors (Executive and Non-Executive including Independent Directors), Key Managerial
Personnel and persons who may be appointed in Senior Management positions, their
remuneration and diversity in the Board. During the year under review, the Company revised
the Policy on Nomination, Remuneration and Board Diversity. The revised policy is
available on the website of the Company at
https://www.industowers.com/wp-content/uploads/policv on nomination remuneration and board
diversitv.pdf.
Annual Board Evaluation and Familiarisation
Programme for the Board Members including Independent Directors
The Company has adopted a structured induction programme for
orientation and training of Directors at the time of their joining. A note on the
familiarisation programme for the Board Members including Independent Directors is
provided in the Report on Corporate Governance, which forms part of this Integrated
Report.
The HR, Nomination and Remuneration Committee, has put in place a
robust framework for evaluation of the Board, Committees of the Board and Individual
Directors including the Independent Directors, Chairman and MD & CEO. Customised
questionnaires were circulated, responses were analysed, and the results were subsequently
discussed by the Board. Recommendations arising from the evaluation process were duly
considered by the Board to further augment its effectiveness. A detailed update on the
Board Evaluation is provided in the Report on Corporate Governance, which forms part of
this Integrated Report.
Board Meetings
During the financial year 2024-25, the Board of Directors met 5 times
i.e. on April 30, 2024; July 30, 2024; October 22, 2024; January 23, 2025 and March 28,
2025. The period between any two consecutive meetings of the Board of Directors of the
Company was not more than 120 days.
The details regarding composition, number of Board meetings held, and
attendance of the Directors during the financial year 2024-25 are set out in the Report on
Corporate Governance, which forms part of this Integrated Report.
Board Committees
The Company has several Board Committees which have been established as
part of the best corporate governance practices and are in compliance with the
requirements of the relevant provisions of applicable laws and statutes. As on March 31,
2025, the Board has 5 (five) main Committees, namely:
• Audit & Risk Management Committee
• HR, Nomination and Remuneration Committee
• Corporate Social Responsibility (CSR) Committee
• Stakeholders' Relationship Committee
• Environmental, Social and Governance (ESG) Committee
The details with respect to the composition, powers, roles, terms of
reference, number of meetings held etc. of the Committees during the financial year
2024-25 and attendance of the members at each Committee meeting is provided in the Report
on Corporate Governance, which forms part of this Integrated Report.
Further, the Board has constituted other transaction based/
event-specific Committees in the areas of corporate actions, acquisition, etc. These
Committees operate under the supervision of the Board, in accordance with assigned scope
of work and their terms of reference.
All the recommendations made by the Committees of the Board including
the Audit & Risk Management Committee were accepted by the Board.
Subsidiary/ Joint Venture/ Associate Company
As on March 31, 2025, the Company has a wholly-owned subsidiary named
Smartx Services Limited. In accordance with Section 129(3) of the Act, the Company has
prepared consolidated financial statements of the Company and its subsidiary, which forms
part of this Integrated Report. A statement in Form AOC-1, containing the salient features
of the Financial Statements of the subsidiary company is annexed as Annexure A to
this report. The statement also provides the details of the performance and financial
position of the subsidiary company.
Audited Financial Statements of Smartx Services Limited for the
financial year 2024-25 have been placed on the website of the Company at https://www.
industowers.com/investor/result/ and the same will also be available electronically for
inspection by the members during the AGM. The audited financial statements of the
subsidiary company are available for inspection at the Company's registered office and
registered office of the subsidiary company. Shareholders interested in obtaining a copy
of the audited financial statements of the subsidiary company may write to the Company
Secretary at the Company's registered office.
The Company does not have any joint venture company or an associate
company as on March 31, 2025.
Human Resources
Indus Towers prioritises a people-centric approach, reflected in our
core values: Excellence, Customer Focus, Integrity, Teamwork, and Environment (ExCITE).
This philosophy has earned the Company the Gallup Exceptional Workplace Award for the 12th
time. Indus is committed to building a future-ready, resilient, and agile workforce
through strategic talent acquisition, retention of high performers, and development of
future leaders.
The past year marked a significant transformation for Indus Towers. In
response to evolving customer demands and the pursuit of new business opportunities, the
Company undertook a strategic restructuring to ensure swift delivery and establish clear
lines of accountability. Additionally, the Company prioritised digitisation and automation
to streamline work processes, enhance efficiency, and boost overall productivity.
To cultivate a high-performing and motivated workforce, Indus Towers
prioritises a performance- driven culture. The Company acknowledges the critical role of
its field workforce in achieving key operational metrics, and to this end, the Company
launched various incentive plans which align with its strategic focus on growth. This
year, Indus initiated a shift in its approach to performance management and launched a
revamped Annual Performance Appraisal (APA) process, placing Employee Development at the
forefront. Driven by the introduction of Talent Councils at both the Circle and Corporate
levels, the Company fostered deeper conversations about Performance, Potential, and Career
Growth.
Recognising and rewarding exceptional performance is central to the
Company's ongoing growth. Indus continues to motivate its people through its Reward &
Recognition programme “iAwards". Alongside these initiatives, the Company
prioritises continuous learning and development for its employees. Indus offers a
comprehensive blend of virtual, online, and classroom training programmes, ensuring that
its employees possess the skills and knowledge for present and future success.
Furthermore, Indus understands the importance of a skilled frontline.
Daksh Learning Academy, launched last year specifically to strengthen the skillset of its
Technicians, Field Support Engineers ('FSEs'), and Area Operations Managers (AOMs'), has
been instrumental in this area. Indus actively encourage employees to pursue external
certifications and participate in Management Development Programs (MDPs) for holistic
development. Additionally, programmes such as “Saarthi" (leadership coaching),
“Udaan" (Hi-Potential Development programme for Emerging Leaders) and
“Unnati" (Hi-Potential Development Program for Young Leaders), saw an
overwhelming response from the participants. This financial year, the Company also
launched women-centric development programme “Shakti'', to prepare its women
employees for leadership roles.
Indus is dedicated towards creating a positive work environment where
employees feel valued and take pride in their contributions. Open communication is
paramount, and the leadership team of the Company actively connects with all 3,791
employees across all circles. They prioritise employee well-being and offer guidance
during challenging times. To foster a culture of open dialogue, the Company utilises
“Workplace by Facebook" as an internal communication platform, enabling two-way
communication. Additionally, the Company conducts “Roobaroo - Connect with CEO"
and “Samvad - An Employee Connect Initiative" to strengthen in-person
connections with employees.
Diversity and Inclusion (D&l) are core values at Indus Towers. The
Company is committed to creating a safe, equal, and inclusive work environment for all
genders and is actively advancing its efforts in this direction. Over the past two years,
through dedicated efforts, the number of women employees at Indus has more than doubled,
taking Gender Diversity from 6.3% (FY23) and 11.8% (FY24) to 16.2% (FY25). The Company's
committed focus on attracting and hiring women leaders resulted in a significant increase
in leadership roles and a strong pipeline for front-end field roles through the revamped
campus recruitment programme. The Company launched programmes like 'Sangini' - a women
community, 'Prerna' - mentorship programme for women and “Shakti", all designed
to support the holistic development of women employees.
To further this commitment, the Company has implemented mandatory POSH
training and established a neutral Internal Complaints Committee to address any harassment
concerns. By fostering a diverse and inclusive workplace, the Company aims to create a
more innovative and successful organisation for the future.
At Indus Towers, we are constantly innovating and evolving to create a
work environment that fosters high performance, continuous learning, and employee
engagement. By prioritising its people, the Company aims to continue its leadership
position.
Employees Stock Option Plan
To retain, promote and motivate the best talent in the Company and to
develop a sense of ownership among employees, the Company has instituted an Employee Stock
Option Scheme 2014 ('ESOP Scheme 2014') with the approval of Shareholders of the
Company. The said scheme is in compliance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ('ESOP Regulations'). The HR, Nomination and Remuneration
Committee monitors the Company's ESOP scheme.
In accordance with the ESOP Regulations, the Company had set up Indus
Towers Employees' Welfare Trust (ESOP Trust) for the purpose of implementation of ESOP
Scheme. The ESOP Scheme 2014 is administered through ESOP Trust, whereby shares held by
the ESOP Trust are transferred to the employees, upon exercise of stock options as per the
terms of the Scheme. In terms of ESOP Regulations, neither the ESOP Trust nor any of its
trustees had exercised voting rights in respect of the shares of the Company held by the
ESOP Trust.
During the financial year 2024-25, ESOP Trust has purchased 715,000
shares from the open market and the HR, Nomination and Remuneration Committee has granted
611,442 stock options under the ESOP Scheme 2014. A detailed report with respect to
options exercised, vested, lapsed, exercise price, vesting period etc. under ESOP Scheme
2014 is disclosed on the website of the Company at httos://www.industowers.com/
investor/shares/.
The certificate from Chandrasekaran Associates, Secretarial Auditors of
the Company, certifying that the ESOP Scheme, 2014 is implemented in accordance with the
ESOP Regulations and the resolutions passed by the Members of the Company, is available
for inspection by the Members in electronic mode and copies of the same will also be
available for inspection at the registered office of the Company and during the AGM.
During the previous year, there was no material change in the aforesaid
ESOP Scheme of the Company and the ESOP scheme is in compliance with the ESOP regulations.
Auditors and Auditors' Report Statutory
Auditors & their Report
In terms of the provisions of Section 139 of the Act, M/s Deloitte
Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W/
W-100018) ('Deloitte') were re-appointed as the Statutory Auditors of the Company by the
shareholders in the 16th Annual General Meeting ('AGM') of the Company held on August 23,
2022, for a period of five years i.e. from the conclusion of 16th 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, 2025, which is self-explanatory. The report does not contain any
observation, disclaimer, qualification, or adverse remarks.
Further, no fraud has been reported by the Statutory Auditors in terms
of Section 143(12) of the Act during the financial year.
Secretarial Auditors & their Report
The Company had appointed M/s. Chandrasekaran Associates, Company
Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended
March 31, 2025. The Secretarial Auditors have submitted their report, confirming
compliance by the Company with all the provisions of applicable corporate laws. The Report
does not contain any qualification, observation, disclaimer, or adverse remark.
The Secretarial Audit Report for the financial year 2024-25 is annexed
as Annexure B to this report.
Internal Auditor and Co-source Partner
The Company has in place an Internal Audit team which is headed by the
Internal Auditor and ably supported by reputable independent firms.
Mr. Sarabhjit Singh is the Internal Auditor of the Company. Further,
PricewaterhouseCoopers Private Limited ('PwC'), ANB Solutions Private Limited CANB') and
Protiviti India Member Private Limited were engaged as co-sourced partners for the year.
The audit conducted by the Internal Auditor and co-sourced partners is
based on an internal audit plan, which is reviewed each year in consultation with the
Audit & Risk Management Committee. As per the report of the Internal Auditor, the
policies, processes, and internal controls in the Company are generally adhered to, while
conducting the business. Based on the findings of the audit, necessary actions are taken
to further enhance the effectiveness of internal controls.
Corporate Social Responsibility (CSR)
In line with the company's vision, the CSR initiatives of the Company
are guided to ensure sustainable development and inclusive growth while taking care of
People, Planet and organisational goals. The Company strongly believes that the success of
the Company's business is tied to the strength and sustainability of the society the
Company operates in. As a socially responsible organisation, the Company harmonises its
short term and long-term goals to consistently strive to serve society in a holistic
manner to create a larger social impact. The CSR Vision of Indus aims to play an active
role in transforming the lives of communities by improving their socio-economic
conditions. The Company has made conscious efforts to ensure that CSR interventions are
need-based, community-oriented, sustainable, and thereby positively impact the quality of
lives of not only the direct beneficiaries but also enhance the quality of lives of those
who are present in the ecosystem driving a positive change.
The Company's CSR interventions align with India's sustainable
development goals and Schedule VII of the Act. Indus Towers has formulated a Corporate
Social Responsibility Policy ('CSR Policy') in accordance with requirements of Section 135
of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended, and the subsequent notifications/ circulars, clarifications and amendments. The
policy is recommended by CSR Committee and approved by the Board.
The CSR Policy is intended to ensure that the CSR programmes of the
Company reflect its vision and values and is aligned with the applicable regulatory
requirements. It has a deep focus on governance and transparency and outlines the
Company's CSR Strategy to bring about a positive impact on the community and environment
through various CSR interventions.
The composition and terms of reference of the CSR Committee is provided
in the Report on Corporate Governance, which forms part of this Integrated Report.
CSR programmes at Indus Towers are implemented by credible partners.
These partners are selected on the basis of a robust due diligence process. All the
projects are closely monitored and governed by the Board of Directors and the CSR
committee and managed by the CSR council members.
The Company has adopted a multi-fold approach for CSR and mainly
promotes activities under Flagship Programs Saksham and Pragati as detailed below:
Under Saksham, the activities focussed on thematic areas are Education
and Skill Development, Empowering Girl Child, Digital and Creative Literacy. Under
Pragati, the activities focussed on thematic areas are Nari Samman-Sanitation Health and
Hygiene, Sustainable Growth, Local community needs and Disaster Relief and Rehabilitation.
The CSR Policy is available at the website of the Company at
https://www. industowers.com/ wp-content/uploads/CSR-Policv.pdf. The details of the
composition of the CSR Committee, CSR projects, programmes and the Annual Action Plan are
also available on the website of the Company.
During the financial year, the Company was required to spend ?1646.90
Million (2% of average net profits for the last 3 years) towards the CSR activities out of
which the Company has spent Rs. 1229.03 Million till March 31, 2025. The remaining amount
of Rs. 417.87 Million towards the ongoing projects has been transferred to the unspent CSR
Account of the Company in compliance with the requirement of Section 135(6) of the Act.
A detailed update on the CSR initiatives of the Company is provided in
the Social Capital section, which forms part of this Integrated Report. The Annual Report
on Corporate Social Responsibility under Section 135 of the Act is annexed as Annexure
C to this Report.
Integrated Reporting
In line with its philosophy of being a highly transparent and
responsible company and considering IR as a journey, the Company has adopted 'Integrated
Report' in accordance with the International Integrated Reporting Council (I IRC)
framework.
The Integrated Report covers the capital approach of IIRC Framework as
well as the value that the Company creates for its stakeholders.
Business Responsibility and Sustainability Report
In accordance with the Regulation 34(2)(f) of the Listing Regulations
read with SEBI Circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the
Business Responsibility & Sustainability Report ('BRSR') for the financial year
2024-25, describing the initiatives taken by the Company from Environmental, Social and
Governance perspective forms part of this Integrated Report.
Management Discussion and Analysis CMDA')
Report
The Management Discussion and Analysis Report for the financial year
2024-25, as stipulated under Regulation 34 of the Listing Regulations, is presented in a
separate section, forming part of this Integrated Report.
Corporate Governance
The Company is committed to benchmark itself with global standards and
adopting the best corporate governance practices. The Board constantly endeavors to take
the business forward in such a way that it maximises the long-term value for the
stakeholders. The Company has put in place an effective corporate governance system which
ensures that the provisions of the Listing Regulations are duly complied with.
A detailed report on the Corporate Governance pursuant to the
requirements of the Listing Regulations forms part of this Integrated Report.
A certificate from the Statutory Auditors of the Company, M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, confirming compliance of conditions of
corporate governance as stipulated in the Listing Regulations is annexed as Annexure D to
this report.
Risk Management
Risk management is embedded in Indus Towers' operating framework. The
Company is of strong belief that risk resilience is key to achieving sustainable growth.
The Company has a robust Risk Management Framework in place for identification,
assessment, mitigation and monitoring key risks across the Company. The Risk Management
framework is reviewed periodically by the Board and the Audit & Risk Management
Committee, which includes discussing the management submissions on risks, prioritising key
risks and approving action plans to mitigate such risks.
The Company has a duly approved Risk Management Policy for effective
corporate governance and development of sustainable business. The objective of this policy
is to have a well-defined approach to risk and to define an ongoing and consistent process
for identifying, evaluating, escalating, monitoring, and reporting the significant risks
faced in the short and near future. The policy suggests framing an appropriate response
for the key risks identified, to make sure that risks are adequately addressed or
mitigated.
The Chief Risk Officer assists the Audit & Risk Management
Committee on an independent basis with a robust review of the risk assessment and
associated management action plans.
Operationally, risk is being managed at the top level by the Management
Committee, chaired by the Managing Director & Chief Executive Officer.
Detailed discussion on Risk Management forms part of 'Risk Management
Framework' section of this Integrated Report. At present, in the opinion of the Board
of Directors, there are no risks which may threaten the existence of the Company.
Internal Financial Controls Systems and their Adequacy
The Company has established a robust framework for internal financial
controls. The Company has in place adequate controls, procedures, and policies ensuring
orderly and efficient conduct of its business, including adherence to the Company
policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records and timely preparation of reliable financial
information.
During the year under review, such controls were assessed and no
reportable material weaknesses in the design or operation were observed. Accordingly, the
Board is of the opinion that the Company's internal financial controls were adequate and
effective during the financial year 2024-25. The Internal control systems and their
adequacy have been further discussed in detail in the Management Discussion & Analysis
Report that forms part of this Integrated Report.
Code of Conduct/ Vigil Mechanism
The Company has a well-defined Code of Conduct that serves as a guiding
tool to align its organsational culture with individual conduct.
The Code of Conduct and vigil mechanism of the Company is available on
the website of the Company at https://www.industowers.com/wD-content/ uoloads/Wh
istle-Blower-Policv.pdf.
A brief note on the highlights of the Ombudsman Policy/ Whistleblower
Policy and compliance with the Code of Conduct is also provided in the Report on Corporate
Governance which forms part of this Integrated Report.
Quality Control
Indus Towers remains unwavering in its commitment to quality control,
recognising it as a cornerstone of operational excellence and customer satisfaction. This
focus ensures optimal uptime and energy efficiency across the Company's rapidly expanding
infrastructure.
In yet another year of high-volume site deliveries and scaled
operations across India, the Company proactively partnered with vendors nationwide to meet
growing demand. Throughout this expansion, Indus Towers consistently upheld its 'First
Time Right' philosophy, ensuring quality remained integral to its execution.
The Company's quality management framework is designed to evolve with
the dynamic field environment. Dedicated quality engineers conduct rigorous stage-wise
inspections for new builds and upgrades, while independent agencies perform regular audits
to provide an additional layer of oversight. Digitisation of stage audits, JMS, and
preventive maintenance audits— combined with process and design enhancements—
ensures standardised workmanship and consistent quality across all sites.
Building on previous successes, Indus Towers continued its
comprehensive audit programme, including:
• Electrical Hygiene Audits
• Fire Safety Audits
• Civil Works Audits
• Refurbished Equipment Audits
• Tower Maintenance and Strengthening Audits
Special emphasis was placed on safeguarding ECS sites, reinforcing the
long-term reliability and safety of the network.
A standout initiative this year was the launch of collaborative
training sessions on products and processes for both internal quality teams and external
partners. This knowledge-sharing platform empowers all stakeholders to deliver
high-quality outcomes—on time, within budget, and in full compliance with the
Company's stringent standards. Pre-dispatch inspections further reinforce this commitment,
ensuring all products meet exacting specifications before deployment.
By embedding quality control into every facet of its operations, Indus
Towers lays the foundation for superior service delivery, operational efficiency, and an
exceptional customer experience.
Other Statutory Disclosures Related Party
Transactions
A detailed note on the procedure adopted by the Company in dealing with
contracts and arrangements with Related Parties is provided in the Report on Corporate
Governance, which forms part of this Integrated Report.
All arrangements/ transactions entered into by the Company with its
related parties during the year were in the ordinary course of business and on an arm's
length basis. Particulars of material transactions with related parties, under the
provisions of the Act, are given in form AOC- 2 as Annexure E to this report.
The names of Related Parties and details of transactions with them
under Ind AS - 24 have been included in Note no. 43 of the standalone financial statements
for the financial year ended March 31, 2025.
During the year under review, the Company revised the Policy on the
Related Party Transactions. The revised policy is available on the website of the Company
at https://www. ind ustowers.com/wp-content/uploads/ policy of related party
transactions.pdf.
Significant and material orders
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's operations in
future.
Material changes and commitments affecting
financial position between the end of financial year and date of the report
There is no material change or commitment affecting the financial
position of the Company between the end of financial year and date of the report.
Particulars of loans, guarantees or investments
The details of loans given, investments made or guarantees given are
provided in Note no. 43, 6 and 40 of the Standalone Financial Statements for the financial
year ended March 31, 2025.
Commercial Papers
During the financial year, the Company has raised Rs. 10,000 Million
through issuance of Commercial Papers in two tranches of Rs. 5,000 Million each. As on
March 31, 2025, the Company has no outstanding Commercial Papers.
Particulars of Employees
Disclosures relating to remuneration of Directors under Section 197(12)
of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure F to this report.
Particulars of employees' remuneration as required under Section
197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, in
terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated
Report is being sent to the Shareholders excluding the aforementioned information. The
information will be available on the Company's website at httos://www. industowers.com and
will also be available for inspection at the registered office of the Company on all
working days (Monday to Friday) between 11:00 A.M. and 1:00 P.M. upto the date of AGM and
a copy of the same will also be available electronically for inspection by the members
during the AGM.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
The details of energy conservation, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3) of the Act, read with Rule 8
of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure G to this
report.
Disclosure under Section 197(14) of Companies Act, 2013
The Managing Director & CEO and the Chairman of the Company do not
receive any remuneration or commission from the holding or subsidiary company.
Annual Return
In terms of provisions of Section 92, 134(3)(a) of the Act read with
Rule 12 of Companies (Management and Administration) Rules, 2014, the draft Annual Return
having all the available information of the Company as on March 31, 2025, is available on
the website of the Company at https://www.industowers.com/investor/
result/#annual-results.
Maintenance of Cost Records
The Company is not required to maintain cost records as specified under
Section 148(1) of the Act.
Proceeding under Insolvency and Bankruptcy Code, 2016
There were no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before the
National Company Law Tribunal or other Courts as on March 31, 2025.
Change in the Nature of Business
There was no change in nature of the business of the Company during the
financial year ended on March 31, 2025.
The details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof There is no one time settlement
done with bank or any financial institution.
Prevention of Sexual Harassment at Workplace
The Company has an Internal Complaints Committee for providing a
redressal mechanism pertaining to sexual harassment of employees at workplace. Details of
the same including the details of the complaints received are provided in the Report on
Corporate Governance, which forms part of this Integrated Report.
Secretarial Standards
Pursuant to the provisions of Section 118 of the Act, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Directors to the best of
their knowledge and belief confirm that:
I. In the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards had been followed and there is no material
departure from the same;
II. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year ended March 31, 2025, and of the profit of the Company for the year ended
on that date;
III. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
IV. The Directors had prepared the annual accounts on a going concern
basis;
V. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively;
VI. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and are operating
effectively.
Acknowledgements
The Directors wish to place on record their appreciation for the
assistance and co-operation extended by customers, strategic investors, shareholders,
bankers, vendors, business partners, various agencies and departments of Government of
India and State governments where Company's operations are existing and look forward to
their continued support in the future.
The Directors would also like to place on record their sincere
appreciation for the valuable contribution, unstinted efforts and the spirit of dedication
shown by the employees of the Company at all levels.
|
For and on behalf of the Board of Directors
of |
|
|
Indus Towers Limited |
|
|
Sd/- |
Sd/- |
|
Dinesh Kumar Mittal |
Prachur Sah |
| Date: April 30, 2025 |
Independent Director |
Managing Director & CEO |
| Place: Gurugram |
DIN:00040000 |
DIN:07871676 |
|