Dear Members,

Your Directors are pleased to present the 20 th (Twentieth) Board's Report on the business and operations of Indus Towers Limited (the 'Company' or 'Indus Towers' or 'Indus') together with the Audited Financial Statements for the financial year ended March 31, 2026.

A Performance and Capital

Standalone financial results as per Ind AS

' in Million

I. Business Overview

I ndus Towers is a provider of tower and related infrastructure services to telecommunication service providers in India. Indus is one of the largest telecom tower companies in India basis the number of towers and co-locations operated by the Company. The business of Indus Towers is to deploy, own, operate and manage passive infrastructure pertaining to telecommunication operations. The Company provides access to its towers, primarily to wireless telecommunication service providers, on a shared basis under long-term contracts. Indus has a nationwide presence with operations in all 22 telecommunication circles in India and caters to all wireless telecommunication service providers in India.

As on March 31, 2026, Indus owned and operated 264,514 macro towers and 428,014 co-locations across 22 telecommunication circles. In addition, Indus owned and operated 14,044 colocations on lean towers.

II. Financial Highlights

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

Consolidated financial results as per Ind AS

' in Million

III. Share Capital

During the year under review, there was no change in the Authorised Share Capital of the Company, and it stood at '35,500,000,000/- divided into 3,550,000,000 equity shares of face value of '10/- each as on March 31, 2026.

The issued, subscribed and paid-up equity share capital of the Company was '26,381,627,570/- divided into 2,638,162,757 fully paid-up equity shares of face value of '10/- each as on March 31, 2026.

IV. Transfer to Reserves

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

V. Dividend

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Dividend Distribution Policy has been adopted by the Board of Directors of the Company to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend. The Dividend Distribution Policy is available on the Company's website at https://www.industowers.com/Divi dendDistributionPolicy.pdf .

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

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

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

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

VI. Debt Securities

During the year under review, the Company has not issued any new debt securities. Further, the Company redeemed 7,500 NCDs amounting to '7,500 Million as detailed below:

"(Series II due on June 07,2025, redeemed on June 06, 2025; Series III due on December 07,2025, redeemed on December 05, 2025 - on account of due dates falling on a Saturday/Sunday.)

As on March 31, 2026, the Company has no outstanding NCDs. Pursuant to the transition to the revised framework introduced vide SEBI Circular dated October 19, 2023, the Company continued to meet its funding requirements through financing arrangements other than the issuance of debt securities.

VII. Credit Rating

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

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

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

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

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

VIII. Deposits

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

B Business and Group Structure

I. Material Developments

Reclassification of Vodafone Promoters

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

International Expansion

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

II. Subsidiary, Associate and Joint Venture Companies Subsidiary Companies

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

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

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

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

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

Associate Company

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

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

Joint Venture

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

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

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

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

C Board, Leadership and Governan ce ^

I. Directors and Key Managerial Personnels

Directors

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

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

a. Appointment

Subsequent to the close of the financial year, the Board, at its meeting held on April 30, 2026, based on therecommendation of the HR, Nomination and Remuneration Committee, appointed Mr. Randeep Singh Sekhon (DIN: 08306391) as an Additional Director with effect from May 01, 2026, in the category of Non-Executive Non-Independent Director to hold office up to the date of the ensuing General Meeting or for a period of three months from the date of his appointment, whichever is earlier. The proposal for his appointment as a Director liable to retire by rotation will be placed before the Members for their approval through Postal Ballot within the prescribed timelines.

b. Re-appointment

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

c. Retirement by Rotation

I n terms of the provisions of Section 152 of the Act, Mr. Soumen Ray (DIN: 09484511) and Mr. Rajan Bharti Mittal (DIN: 00028016), Non-Executive Non-Independent Directors are liable to retire by rotation at the ensuing AGM of the Company and being eligible, have offered themselves for re-appointment. Based on the recommendation of the HR, Nomination and Remuneration Committee, the Board has recommended their re-appointment to the Members.

Pursuant to Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all the Directors, including the Directors re-appointed during the year under review/ proposed to be appointed, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationships between Directors inter-se , details of directorships and committee membership held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

d. Cessation

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

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

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

Key Managerial Personnels (KMPs)

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

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

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

II. Declaration by Independent Directors

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

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct; they are registered in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs and that they have either cleared the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs or are exempt from appearing for it under the applicable rules. The Directors have further confirmed that they are not debarred from holding the office of Director under any SEBI order or any other such authority.

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

III. Policy on Nomination, Remuneration and Board Diversity

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

The Policy, inter alia, includes criteria, terms and conditions for determining qualifications, competencies and positive attributes for appointment of Directors (Executive and Non-Executive including Independent Directors), KMPs and persons who may be appointed in Senior Management positions, their remuneration and diversity on the Board. During the year under review, the Company revised the Policy on Nomination, Remuneration and Board Diversity. A detailed update on revision in the Policy is provided in Annexure F to this report. The Policy is available on the website of the Company at https://www.industowers.com/PolicyOnNomi nationRemunerationAndBoardDiversity.pdf .

IV. Annual Board Evaluation and Familiarisation Programme for the Board Members including Independent Directors

The Company has adopted a structured induction programme for orientation and training of Directors at the time of their joining. A note on the familiarisation programme for the Board Members including Independent Directors is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

The HR, Nomination and Remuneration Committee, has put in place a robust framework for evaluation of the Board, Committees of the Board and Individual Directors including the Independent Directors, Chairman and MD & CEO. Customised questionnaires were circulated, responses were analysed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board Evaluation is provided in the report on Corporate Governance, which forms part of this Integrated Report.

V. Leadership Succession

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

VI. Board Meetings

During the year under review, the Board of Directors met 6 times i.e. on April 30, 2025; July 30, 2025; September 02, 2025; October 10, 2025; October 27, 2025 and February 02, 2026. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days.

The details regarding composition, number of Board meetings held and attendance of the Directors during the financial year 2025-26 is provided in the Report on Corporate Governance, which forms part of this Integrated Report.

VII. Board Committees

The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2026, the Board has 5 (five) main Committees, namely:

- Audit & Risk Management Committee

- HR, Nomination and Remuneration Committee

- Corporate Social Responsibility (CSR) Committee

- Stakeholders' Relationship Committee

- Environmental, Social and Governance (ESG) Committee

The details with respect to the composition, powers, roles, terms of reference, number of meetings held etc., of the Committees during the financial year 2025-26 and attendance of the Members at each Committee meeting is provided

in the Report on Corporate Governance, which forms part of this Integrated Report.

Further, the Board has constituted other transaction based/ event-specific Committees in the areas of corporate actions, acquisition, etc. These Committees operate under the supervision of the Board, in accordance with assigned scope of work and their terms of reference.

All the recommendations made by the Committees of the Board including the Audit & Risk Management Committee were accepted by the Board.

VIII. Corporate Governance

The Company is committed to benchmark itself with global standards and adopting the best corporate governance practices. The Board constantly endeavours to take the business forward in such a way that it maximises the long-term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Listing Regulations are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the Listing Regulations forms part of this Integrated Report.

A certificate from the Secretarial Auditors of the Company, M/s. Makarand M. Joshi & Co., Company Secretaries, confirming compliance of conditions of corporate governance as stipulated in the Listing Regulations is annexed as Annexure B to this report.

D Assurance, Risk and Control )

I. Auditors and Auditors' Report

Statutory Auditors & their Report

I n terms of the provisions of Section 139 of the Act, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (FRN: 117366W/W-100018)

('Deloitte') were re-appointed as the Statutory Auditors of the Company by the Members in the 16 th AGM of the Company held on August 23, 2022, for a period of five years i.e. from the conclusion of 16 th AGM till the conclusion of 21 st AGM of the Company, to be held in the year 2027.

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

The Board has duly examined the Statutory Auditor's Report on standalone and consolidated financial statements of the

Company for the financial year ended March 31, 2026, which is self-explanatory. The report does not contain any observation, disclaimer, qualification, or adverse remarks.

Further, no fraud has been reported by the Statutory Auditors in terms of Section 143(12) of the Act during the financial year.

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

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

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

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

Secretarial Auditors & their Report

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

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

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

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

Internal Auditor and Co-source Partner

The Company has in place an Internal Audit team which is headed by the Internal Auditor and ably supported by reputable independent firms.

Mr. Sarabhjit Singh is the Internal Auditor of the Company. Further, PricewaterhouseCoopers Private Limited ('PwC'), ANB Solutions Private Limited ('ANB') and Ernst & Young ('EY') were engaged as co-sourced partners during the year under review.

The audit conducted by the Internal Auditor and co-sourced partners is based on an internal audit plan, which is reviewed each year in consultation with the Audit & Risk Management Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to, while conducting the business. Based on the findings of the audit, necessary actions are taken to further enhance the effectiveness of internal controls.

II. Risk Management

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

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

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

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

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

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

III. Internal Financial Controls Systems and their Adequacy

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Company policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26. The Internal control systems and their adequacy have been further discussed in detail in the Management Discussion & Analysis Report which forms part of this Integrated Report.

IV. Code of Conduct/ Vigil Mechanism

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

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

A brief note on the highlights of the Ombudsperson Policy/ Whistleblower Policy and compliance with the Code of Conduct is also provided in the Report on Corporate Governance, which forms part of this Integrated Report.

V. Prevention of Sexual Harassment at Workplace

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

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

E People, Community and Sustainability

I. Human Resources

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

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

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

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

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

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

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

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

II. Employees Stock Option Plan

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

In accordance with the ESOP Regulations, the Company had set up Indus Towers Employees' Welfare Trust ('ESOP Trust') for the purpose of implementation of ESOP Scheme. The ESOP Scheme is administered through ESOP Trust, whereby shares held by the ESOP Trust are transferred to the employees, upon exercise of stock options as per the terms of the Scheme. In terms of ESOP Regulations, neither the ESOP Trust nor any of its trustees had exercised voting rights in respect of the shares of the Company held by the ESOP Trust.

During the financial year 2025-26, ESOP Trust has purchased 7,50,000 shares from the open market and the HR, Nomination and Remuneration Committee has granted 6,69,562 stock options under the ESOP Scheme. A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under ESOP Scheme is disclosed on the website of the Company at https://www.industowers.com/investor/shares/ .

The certificate from M/s. Makarand M. Joshi & Co., Secretarial Auditors of the Company, certifying that the ESOP Scheme is implemented in accordance with the ESOP Regulations and the resolutions passed by the Members of the Company, are available for inspection by the Members in electronic mode and copies of the same will also be available for inspection at the registered office of the Company and during the AGM.

During the year under review, there was no material change in the aforesaid ESOP Scheme of the Company and the ESOP scheme is in compliance with the ESOP Regulations.

III. Corporate Social Responsibility (CSR)

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

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

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

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

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

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

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

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

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

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

IV. Sustainability Journey

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

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

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

V. Integrated Reporting

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

VI. Business Responsibility & Sustainability Report ('BRSR')

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

VII. Management Discussion and Analysis ('MDA') Report

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

VIII. Quality Control

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

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

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

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

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

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

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

F Statutory Disclosures & Affirmations )

I. Related Party Transactions

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

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

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

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

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

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

II. Particulars of Employees

Disclosures relating to remuneration of Directors under Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 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, this Integrated Report is being sent to the Members excluding the aforementioned information. The information will be available on the Company's website at https://www.industowers.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.

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

III. Annual Return

In terms of the provisions of Section 92, 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the draft Annual Return having all the available information of the Company as on March 31, 2026, is available on the website of the Company at https://www.industowers.com/investor/ result/#annual-results .

IV. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure G to this report.

V. Particulars of loans, guarantees or investments

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

VI. Secretarial Standards

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

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

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

Further, 1,015 (One Thousand and Fifteen) equity shares of the Company on which the dividend remained unpaid/ unclaimed for a period of 7 (seven) consecutive years were also transferred to IEPF in accordance with the Act and rules made thereunder after giving due notice to the concerned Members.

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

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

VIII. Nodal Officer

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

IX. Material changes and commitments affecting financial position between the end of financial year and date of the report

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

X. Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2026.

XI. Other Disclosures/ Affirmations

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

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

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

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

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

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

XII. Directors' Responsibility Statement

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

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

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2026, and of the profit of the Company for the year ended on that date;

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

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

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

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

Acknowledgements

The Directors wish to place on record their appreciation for the assistance and co-operation extended by Customers, Strategic Investors, Members, Bankers, Vendors, Business Partners, various agencies and departments of Government of India and State governments where Company's operations are existing and look forward to their continued support in the future.

The Directors would also like to place on record their sincere appreciation for the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees of the Company at all levels.

For and on behalf of the Board of Directors of

Indus Towers Limited