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INDUS TOWERS Ltd.

BSE: 534816 | NSE: INDUSTOWER |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE121J01017 | SECTOR: Telecommunication - Equipment

BSE Live

Jan 31, 16:01
153.50 6.65 (4.53%)
Volume
AVERAGE VOLUME
5-Day
730,171
10-Day
436,649
30-Day
187,074
720,351
  • Prev. Close

    146.85

  • Open Price

    147.60

  • Bid Price (Qty.)

    153.50 (1)

  • Offer Price (Qty.)

    153.50 (455)

NSE Live

Jan 31, 15:59
153.30 6.35 (4.32%)
Volume
AVERAGE VOLUME
5-Day
14,476,826
10-Day
8,938,160
30-Day
4,006,126
19,170,500
  • Prev. Close

    146.95

  • Open Price

    147.20

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    153.30 (4100)

Annual Report

For Year :
2022 2019 2017 2016 2015 2014 2013

Director’s Report

Your Directors are pleased to present the Sixteenth Board’s Report on the business and operations of Indus Towers Limited (formerly Bharti Infratel Limited) (‘the Company’) together with the audited financial statements for the financial year ended March 31,2022.

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 31,2022, Indus Towers owned and operated 185,447 towers with 335,791 co-locations in 22 telecommunication circles.

Covid-19

As one of the largest telecom tower companies in India, it is imperative that Indus Towers combats the COVID-19 pandemic by ensuring seamless connectivity to the customers while maintaining and ensuring employees’ safety and well-being. Our employees worked overtime to ensure that the vital connectivity is maintained at all times while enforcing social distancing and other safety protocols to contain the spread of the second and third waves of the pandemic during the financial year 2022.

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

? Millions

Particulars

Year ended March 31, 2022

Year ended March 31,20211

Revenue2

277,172 139,543

EBIDTA2

149,429 72,599

Profit before Tax

84,307 47,569

Profit after Tax

63,731 37,790

1 Basis Equity Method

2 Revenue & EBITDA are excluding other income

B. Standalone financial results as per Ind AS

? Millions

Particulars

Year ended March 31, 2022

Year ended March 31, 2021

Revenue1

277,082 139,508

EBIDTA1

149,305 72,586

Profit before Tax

84,243 43,160

Profit after Tax

63,671 33,382

1 Revenue & EBITDA are excluding other income

The results for the previous financial year include the results of erstwhile Indus Towers Limited which merged with and into the Company w.e.f. November 19, 2020 for the period subsequent to that date till the end of the financial year (Refer Notes of the Standalone/Consolidated Financial Statements for further details). Accordingly, the figures for the previous financial year ended March 31,2021 are not comparable with the figures of the current financial year ended March 31,2022.

Share Capital

During the financial year 2021-22, there is no change in the Authorized share capital of the Company and it stood at ? 35,500,000,000/- divided into 3,550,000,000 equity shares of ? 10/- (? Ten) each.

During the year, there was no change in the Company’s issued, subscribed and paid-up equity share capital.

As on March 31,2022, the issued, subscribed and paid-up equity share capital of the Company is ? 269,493,69,500/- divided into 2,694,936,950 Equity Shares of ? 10/- (? Ten) each fully paid-up.

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2022.

Dividend

On May 5, 2022, the Board has declared an interim dividend of H 11/- per equity share of ? 10/- each fully paid up (110% of face value) amounting to ? 29,644.31/- Mn for the financial year 2021-22.

Dividend Distribution Policy

As per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), top 1000 listed companies based on the market capitalization shall formulate a dividend distribution policy. Accordingly, the 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/policv/Dividend-Policv.pdf.

Credit Rating

As on the date of this report, CRISIL Limited rated their LongTerm 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 NonConvertible 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 during the Financial Year 2021-22, the Company has transferred an amount of ? 150,260/- (Rupees One Lakh Fifty

Thousand Two Hundred and Sixty Only) pertaining to final dividend on equity shares for financial year 2013-14, and ? 1,64,619/- (Rupees One Lakh Sixty Four Thousand Six Hundred and Nineteen Only) pertaining to interim dividend 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, 241 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 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 August 3, 2021 (date of last Annual General Meeting) on the website of the Company at https://www.industowers.com/ investor/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 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 balance sheet.

Directors and Key Managerial Personnel

Induction, Re-appointment and Resignation

Pursuant to the provisions of the Companies Act, 2013, Mr. Bimal Dayal (DIN: 08927887), Managing Director & CEO, Mr. Thomas Reisten (DIN: 06900067) and Mr. Gopal Vittal (DIN: 02291778), Non-Executive Non-Independent Directors of the Company

will retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. 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.

Ms. Anita Kapur (DIN: 07902012) is going to complete her first term as an Independent Director of the Company on January 16, 2023. On the recommendation of the HR, Nomination and Remuneration Committee, the Board in its meeting held on May 5, 2022, subject to the approval of the shareholders, has reappointed her as an Independent Director for a further term of five years w.e.f. January 17, 2023 to January 16, 2028. The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013 proposing the appointment of Ms. Anita Kapur as Independent Director. The Board recommends her re-appointment at the ensuing AGM. In the opinion of the Board, she possesses requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Mr. Balesh Sharma (DIN: 07783637), Non-Executive NonIndependent Director of the Company has resigned from the Board w.e.f. June 30, 2022. The Board placed on record its sincere appreciation for the guidance and contribution made by him during his tenure on the Board.

Pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 and applicable provisions of the Listing Regulations and as recommended by HR, Nomination and Remuneration Committee, Mr. Sunil Sood (DIN: 03132202), was appointed as an Additional Director in the capacity of a Non-Executive Non-Independent Director w.e.f June 30, 2022. He will hold office up to the date of ensuing AGM. The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Sunil Sood as Director, liable to retire by rotation. The Board recommends his appointment as a Director liable to retire by rotation at the ensuing AGM.

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.

Declaration by Independent Directors

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 of the Companies Act, 2013 and Regulation 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

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/wpcontent/themes/indus/pdf/Policv-on-Nomination-Remuneration-and-Board-Diversitv.pdf.

Annual Board Evaluation and Familiarisation Programme for 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 2021-22, the Board of Directors met 5 times i.e. on April 22, 2021; July 29, 2021; October 25, 2021, January 27, 2022 and February 21, 2022. 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 2021-22 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, 2022, the Board has 6 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 and Special Committee of Directors. The details with respect to the composition, powers, roles, terms of reference, number of meetings held etc. of the Committees during the financial year 2021-22 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, 2022, 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 performance and financial position of the subsidiary company.

Audited financial statements of Smartx Services Limited for the Financial Year 2021-22 have been placed on the website of the Company at www.industowers.com. 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 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, 2022.

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.

Its values ExCITE -- Excellence, Customer, Integrity, Teamwork and Environment -- foster a culture of alignment and trust where employees find more fulfilment in their work. Despite unprecedented challenges in the telecom industry in India, Indus Towers has navigated change through its sound people strategy. It is the commitment and dedication of our employees that enabled us to keep nation remain connected even amidst adversities and the challenges posed by the COVID-19 pandemic. Our human capital has, therefore, played a pivotal role in shaping Indus Towers into what we are today.

We are building a culture where change is seen as an ongoing process for self-growth and progress. Its ninth consecutive Gallup Exceptional Workplace Award is a testament to its mission, which reiterates our purpose for existence - to transform lives through sustainable Digital Infrastructure and Services which again has been defined post deliberation of our 3,000 employees coming together to decide what should be the Mission & Vision of the company through a process called Large Scale Interactive Process (LSIP). 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.

During our journey, we have 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 3,248 employees spread across our 22 circles has become possible through our constant communication especially in time of COVID-19 pandemic. Our leadership has always been the first one to communicate with all employees and focus on their well-being is their priority. Throughout the year, the leadership stood by their people in times of crisis valuing their relentless efforts and providing any type of support that was needed. Not only did they prioritise their health and safety, but also implemented methods to ease anxiety and improve productivity during these tough times.

The communication strategy at Indus has been instrumental in keeping 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 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. Due to the pandemic, new methods of learning have emerged, and our employees continue to adapt with new-age processes. During the year under review, we strengthened our online learning platform- Oracle Learning Cloud (OLC) by conducting e-learning as well as blended learning. We reviewed our existing courses and made improvements as per the changing needs. We conducted a rapid triage of the entire portfolio of learning offerings and set priorities for what will be necessary to adapt to a virtual/blended or digital only format. To ensure employee safety at workplace, every new employee is required to undergo mandatory safety training as well as Competency Development Program (CDP) which introduces them to understand important concepts and their application in the context of their work. 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.

Some of the key initiatives undertaken during the year included:

• Volunteering programs organized under Personal Social Responsibility (PSR) was organized involving more than 1,100 volunteers impacting over 9,000 beneficiaries. Joy of Giving Week Celebrated- 793 employees participated in activities such as recycling drive, plantation drive, book donation drive, food distribution, clothes donation, visit to old age home etc.

• Conducted financial wellness programs that were designed to help employees manage their finances better Programs were conducted on a regular basis to help employees manage health and stress in work and personal environment focusing on the overall physical and mental wellbeing. Inhouse Doctor and Advisor was onboarded to provide medical consultation. COVID-19 vaccination camps and drives were organized Pan India

• Social and emotional wellbeing formed an essential part of our wellbeing programs- Launch of Digital Reward &

Recognition Platform called i-appreciate to appreciate and recognize employees on the go. Regular field connect with employees, virtual/hybrid engagement initiatives were conducted to keep the connect stronger

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 5.8% 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, which needs to be completed by all employees within a month of joining. 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. We celebrated International Women’s Day with excitement and our women employees who play a transformative role spoke about their experience at Indus that resounded our commitment to create a gender inclusive culture across the telecom infrastructure space. We celebrated the #ToweringWomenofIndus who take it upon themselves to lead purposefully and “Break the Bias”.

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 two ESOP schemes i.e. Employee Stock Option Scheme 2008 (ESOP Scheme 2008) and Employee Stock Option Scheme 2014 (ESOP Scheme 2014) with the approval of shareholders. The said schemes are 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 schemes.

In accordance with the ESOP Regulations, the Company had set up Indus Towers Employees’ Welfare Trust (formerly Bharti Infratel 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 shall exercise voting rights in respect of the shares of the Company held by the ESOP Trust.

During the financial year 2021-22, Company has granted 656,144 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 schemes are implemented in accordance with the ESOP Regulations and the resolutions passed by the members, is available for inspection by the members in electronic mode and a copy of the same will also be available for inspection at the registered office of the Company.

Auditors and Auditors’ Report 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-W100018) (‘Deloitte’) were appointed as the Statutory Auditors of the Company by the shareholders in the 11th AGM of the Company held on July 22, 2017, for a period of five years i.e. up to 16th AGM (ensuing AGM).

On the recommendation of the Audit & Risk Management Committee, the Board, in its meeting held on May 5, 2022 has recommended the re-appointment of Deloitte as the Statutory Auditors of the Company for a second term of five consecutive years i.e. from the conclusion of ensuing 16th AGM till the conclusion of 21st AGM to be convened in the year 2027. Accordingly, the re-appointment of Deloitte as the Company’s Statutory Auditors, is placed for approval of the members. The Company has received the consent and a certificate from Deloitte to the effect that their appointment, if made, shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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 31,2022 which is

self-explanatory. The report does not contain any observations, 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 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, 2022. The Secretarial Auditors have submitted their report, confirming compliance by the Company of 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 2021-22 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 2022-23.

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 reputed 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 Cosourced 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 Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to, while conducting the business.

Corporate Social Responsibility (CSR)

The CSR Vision of Indus endeavors on taking an active role and responsibility in transforming the lives of communities by designing and implementing projects that works towards socio-economic upliftment of the communities. The efforts of the Company not only impact the development of the direct beneficiaries, but also attempt to enhance the quality of lives of those who are present in the ecosystem which drive positive change. At Indus, we believe that our business thrives on a strong and sustainable society and

therefore our commitments, focus on integrity, empathy and ethics shape the Indus value system.

On the recommendation of Corporate Social Responsibility (CSR) Committee, Board has approved the CSR Policy, which outlines the Company’s CSR strategy to bring about a positive impact on society through various CSR Projects/Programs. Over the years, we have made valuable contributions by impacting lives of more than 3.7 million beneficiaries. Our CSR initiatives are aligned with sustainable development goals of India and are undertaken as per Schedule VII of the Companies Act.

Presently, the Key focus areas include:

• Promoting Quality Education for children and adults in rural and urban areas

• Digital literacy for children and adults in rural and urban areas

• Scholarship program for students with disability to pursue higher education of their choice

• Vocational skills training to youth belonging to marginalized communities

• Holistic development of abandoned children

• Providing infrastructural support in the area of sanitation

• Support government in the disaster relief and rehabilitation initiatives

Company-wide, Indus utilizes strengths and resources to benefit local communities. Individually, our employees through volunteering program actively engage in community service and contribute their time and resources to bring in positive change in community.

CSR programs at Indus are implemented by credible partners and are compliant to execute social development projects. These partners are selected on the basis of 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.

In accordance with the requirements of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has constituted 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 is 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-Policv.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 year, the Company was required to spend H 573.03 Mn (2% of average net profits for the last 3 years) towards the CSR activities. Post adjustment of excess spent of H 154.79 Mn. in the previous financial year, the Board has approved h 418.24 Mn as CSR expenditure for financial year 2021-22 out of which the Company has spent H 356.29 Mn till March 31, 2022. The remaining amount of H 61.95 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.

As a socially responsible organisation, we harmonize our shortterm and long-term goals to consistently strive to serve society in a holistic manner to create a larger social impact. The Company is fully committed to the government’s vision of corporate social responsibility towards the society and is taking all the efforts for India’s sustainable development by embedding wider economic, social and environmental objectives.

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

SEBI vide circular dated February 6, 2017 has recommended voluntary adoption of Integrated Reporting by the top 500 listed companies in India. In line with its philosophy of being a highly transparent and responsible company and considering IR as a journey, the Company adopts ‘Integrated Report’ in accordance with the International Integrated Reporting Council (IIRC) framework.

The Integrated Report covers 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 amended 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 Company has voluntary adopted Business Responsibility & Sustainability

Reporting (BRSR) for the financial year 2021-22, describing the initiatives taken by the Company from environmental, social and governance perspective. The said report forms part of this Integrated Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the 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 best corporate governance practices. The Board constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of 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 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. 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 duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response for the key risks identified, so as to make sure that risks are adequately addressed or mitigated.

The Internal Audit function 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 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 2021-22. The Internal financial controls of the Company have been further discussed in detail in the Management Discussion & Analysis section.

Code of Conduct/ Vigil Mechanism

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 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 ensures 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 to specifications through pre-dispatch inspection of products.

Other Statutory Disclosures Related Party Transactions

A detailed note on 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 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.

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 31,2022 on Page no. 418.

The Policy on the Related Party Transactions is available on the website of the Company at https://www.industowers. com/wpcontent/themes/indus/pdf/Policy-on-Related-PartyTransactions.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 are no material changes and commitments 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 31,2022.

Commercial Papers

During the year, the Company has raised H 34,000 Mn through issuance of Commercial Papers in various tranches. As on March 31, 2022, the Company has outstanding Commercial Papers amounting to H 9,000 Mn listed on National Stock Exchange of India Limited.

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 is 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. Any member interested in obtaining such particulars, may write to the Company Secretary at the registered office of the Company.

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

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 31,2022, 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 31,2022, 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, 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.

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, 2022, 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.

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 is 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.

Director’s Report