Dear Members,
Your Directors are pleased to present the 18th (Eighteenth)Board's Report on the business and operations of Indus Towers Limited (‘the Company') together with the audited Financial Statements for the financial year ended March 31, 2024, (financial year 2024 or FY 24 or FY 2024).
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 18 telecommunication circles in India and caters to all wireless telecommunication service providers in India. As of March 31, 2024, Indus Towers owned and operated 219,736 towers with 368,588 co-locations in 18 telecommunication circles.
Financial Highlights
The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act') read with Companies (Accounts) Rules, 2014.
A. Consolidated financial results as per Ind AS
B. Standalone financial results as per Ind AS
Millions
Share Capital
During the reporting period, there was no change in the Authorized Share Capital of the Company, and it stood at B 35,500,000,000/- divided into 3,550,000,000 equity shares of B 10/- each.
During the period under review, there was no change in the Company's issued, subscribed, and paid-up equity share capital.
As on March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company stood at B 26,949,369,500/- divided into 2,694,936,950 Equity Shares of B 10/- each fully paid-up.
Debt Securities
Rated, listed, unsecured, redeemable Non-Convertible Debentures (‘NCDs')
During the year under review, the Company has not issued any new listed Debt Securities. As on March 31, 2024, the Company has a total of 15,000 NCDs amounting to B 1,500 Crore outstanding as detailed below:
Axis Trustee Services Limited is Trustee for aforesaid NCDs. These NCDs are listed on National Stock Exchange of India Limited (‘NSE').
Credit Rating
As on the date of this report, CRISIL Limited rated their Long-Term Rating to CRISIL AA+/ Stable, Short-term rating to CRISIL A1+ (Reaffirmed) and Bond rating to CRISIL AA+/ Stable. It also reaffirmed the Commercial Papers Rating to CRISIL A1+ assigned to the Company. Further, ICRA Limited rated the Non-Convertible Debentures rating to [ICRA] AA+ (Stable), Term Loans rating to [ICRA] AA+ (Stable), Fund based/ Non-fund based rating to [ICRA] AA+ (Stable) and rating of unallocated limits to [ICRA] AA+ (Stable)/ A1+. It also reaffirmed the Commercial Papers Rating to [ICRA] A1+ and issuer rating to [ICRA] AA+ (Stable) assigned to the Company.
Transfer to Reserves
The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2024.
Dividend
The Board of Directors of the Company has not declared any dividend for the financial year 2023-24.
Dividend Distribution Policy
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations'), Dividend Distribution Policy was adopted by the Board of Directors of the Company to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The dividend distribution policy is available on the Company's website at https://www.industowers.com/wp-content/ themes/indus/pdf/policy/Dividend-Policy.pdf.
Transfer of amount to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of the Act during FY 2024 the Company has transferred an amount of B 121,680/- (Rupees One Lakh Twenty One Thousand Six Hundred and Eighty Only) pertaining to final dividend on equity shares for financial year 2015-16, which remained unpaid/ unclaimed for a period of
7 (seven) years, to Investor Education and Protection Fund (IEPF) established by the Central Government. Further, 1,026 (One Thousand and Twenty Six only) 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 shareholders. The investors whose shares and dividend amount have been transferred to IEPF may claim their shares and seek a refund in accordance with the provisions of law. The details regarding the above along with the process for claiming the unpaid dividend / shares is available on the website of the Company at https:// www.industowers.com/investor/shares/.
The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on the date of closure of previous financial year i.e. March 31, 2023 on the website of the Company at https://www.industowers.com/investor/ shares/.
Nodal Officer
In accordance with the provisions of Rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Ms. Samridhi Rodhe, Company Secretary & Compliance Officer of the Company, has been appointed as the Nodal Officer of the Company. The details are available on the Company's website at https://www.industowers. com/investor/investor-support/.
Deposits
During the financial year, the Company has not accepted any deposit and as such no amount of principal or interest was outstanding as on the date of the Financial Statements.
Directors and Key Managerial Personnel (‘KMP')
Induction, Re-appointment and Resignation
During the financial year, the following changes took place in the Board:
Appointments and Re-appointments
• Mr. Dinesh Kumar Mittal (DIN: 00040000) was appointed as an Additional Director in the category of Independent Director for a term of 5 (five) consecutive years w.e.f. April 01, 2024 till March 31, 2029 subject to the approval of Members of the Company in accordance with the applicable laws.
• Mr. Rajan Bharti Mittal (DIN: 00028016), Mr. Gopal Vittal (DIN: 02291778) and Mr. Sunil Sood (DIN: 03132202),willretirebyrotationattheensuingAnnual General Meeting ( ‘AGM') and, being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the HR, Nomination and Remuneration Committee, recommends their reappointment as Directors liable to retire by rotation at the ensuing AGM.
• Mr. Prachur Sah (DIN: 07871676) was appointed as an Additional Director in capacity of Managing Director & Chief Executive Officer (‘MD & CEO') of the Company w.e.f. January 03, 2023, for a period of 5 (five) years. Thereafter, during the year, the shareholders through postal ballot/e-voting on April
01, 2023, approved his appointment as Director and MD & CEO for a period of 5 years.
• Mr. Ramesh Abhishek (DIN: 07452293) was appointed as an Additional Director in the category of Independent Director for a term of 5 (five) consecutive years w.e.f. January 03, 2023 till January 02, 2028. Thereafter, during the year, the shareholders, through postal ballot/e-voting on April 01, 2023, approved his appointment as an Independent Director for a period of 5 (five) years.
In the opinion of the Board, all the directors, including the directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.
Brief resume, nature of expertise, disclosure of relationships between directors inter-se, details of directorships and Committee membership held in other companies of the Directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
Retirement and Cessation
Mr. N. Kumar, Chairperson and Independent Director, ceased to be a Director of the Company effective closing of business hours on March 31, 2024, upon completion of his second term as an Independent Director with the Company.
The Board placed on record its deepest gratitude and appreciation towards the valuable contribution made by him as Chairperson and Independent Director of the Company.
Save and except the above, there was no change in the Directors or KMPs of the Company during the financial year under review.
Declaration by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.
Pursuant to Section 134 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all the Independent Directors, including the directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.
Policy on Nomination, Remuneration and Board Diversity
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted a Policy on Nomination, Remuneration and Board Diversity, on appointment and remuneration of Directors, KMP & 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), KMP and persons who may be appointed in Senior Management positions, their remuneration and diversity in the Board etc. The detailed policy is available on the website of the Company at https:// www.industowers.com/wp-content/themes/indus/ pdf/SE/2020/Nomination-Policy.pdf.
Annual Board Evaluation and Familiarisation
Programme for the Board Members
The Company has adopted a structured induction programme for orientation and training of Directors at the time of their joining. A note on the familiarisation programme is provided in the Report on Corporate Governance, which forms part of this Integrated Report. The HR, Nomination and Remuneration Committee, has put in place a robust framework for evaluation of the Board, Board Committees and Individual Directors including the Independent Directors, Chairman and MD & CEO. Customized questionnaires were circulated, responses were analysed, and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board
Evaluation is provided in the report on Corporate Governance which forms part of this Integrated Report.
Board Meetings
During the financial year 2023-24, the Board of Directors met 7 (Seven) times i.e. on April 26, 2023, July 27, 2023, October 03, 2023, October 25 2023, December 13, 2023, January 23, 2024 and March 13, 2024. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The details regarding composition, number of Board meetings held, and attendance of the Directors during the financial year 2024 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, 2024, the Board has 5 (five) Committees, namely:
• Audit & Risk Management Committee
• HR, Nomination and Remuneration Committee
• Corporate Social Responsibility (CSR) Committee
• Stakeholders' Relationship Committee
• Environmental, Social and Governance (ESG) Committee.
The details with respect to the composition, powers, roles, terms of reference, number of meetings held etc. of the Committees during the financial year 2024 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
Smartx Services Limited, Wholly-owned Subsidiary
As on March 31, 2024, the Company has a wholly-owned subsidiary named Smartx Services Limited. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and its subsidiary, which forms part of this Integrated Report. A statement in Form AOC- 1, containing the salient features of the Financial Statements of the subsidiary company is annexed as Annexure-A to this report. The statement also provides the details of the performance and financial position of the subsidiary company.
Audited financial Statements of Smartx Services Limited for the financial year 2024 have been placed on the website of the Company at https://www.industowers. com/investor/result/ and the same will also be available electronically for inspection by the members during the AGM. The audited financial statements of the subsidiary company are available for inspection at the Company's registered office and registered office of the subsidiary company. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary company may write to the Company Secretary at the Company's registered office.
The Company does not have any joint venture company or an associate company as on March 31, 2024.
Human Resources
Indus Towers prioritizes a people-centric approach, reflected in our core values: Excellence, Customer Focus, Integrity, Teamwork, and Environment (ExCITE). This philosophy has earned us the Gallup
Exceptional Workplace Award (11 years running). We're committed to building a future-ready, resilient, and agile workforce. Our talent management strategy focuses on attracting the best talent, retaining high performers, and developing future leaders.
The past year was a period of significant transformation. To meet evolving customer demands and explore new business opportunities, we underwent a strategic restructuring to ensure swift delivery with clear lines of accountability. Recognizing the importance of a skilled workforce, we invested heavily in talent development. Leaders and subject matter experts delivered various training interventions and awareness sessions, equipping our employees with the knowledge and skills needed to excel.
To cultivate a high-performing and motivated workforce, Indus Towers prioritizes a performance-driven culture. We acknowledge the critical role of our field workforce in achieving key operational metrics, and to this end, we've launched various incentive plans. This aligns with our strategic focus on growth. Additionally, we've invested heavily in digitization and automation to support work processes, boost efficiency, and enhance overall productivity.
Recognizing and rewarding exceptional performance is central to empowering our team, we revamped our Reward & Recognition Framework and established the "iAwards" program. Alongside these initiatives, we prioritize continuous learning and development for our employees. We offer a comprehensive blend of virtual, online, and classroom training programs, ensuring they possess the skills and knowledge to excel in their roles and stay future-proof.
Furthermore, we understand the importance of a skilled frontline. This year, the Daksh Learning Academy was launched specifically to strengthen the skillset of our Technicians, Field Support Engineers (‘FSEs'), and Area
Operations Managers (‘AOMs'). We actively encourage employees to pursue external certifications and participate in Management Development Programs (MDPs) for holistic development. Additionally, programs like "Saarthi" (leadership coaching) and "Udaan" (Hi-Potential Development Program) nurture and develop our talent pipeline. By fostering a culture of recognition, continuous learning, and targeted skill development, we empower our employees and strive to be a leader in the telecommunications industry.
We prioritize creating a positive work environment where employees feel valued and take pride in their contributions. Open communication is paramount, and our leadership team actively connects with all 3,554 employees across our 18 circles. They prioritize employee well-being and offer guidance during challenging times. To foster a culture of open dialogue, we utilize "Workplace by Facebook" as an internal communication platform, enabling two-way communication. Additionally, we launched "Samvad - An Employee Connect Initiative" to strengthen in-person connections between HR and employees. Throughout the year, the leadership team demonstrated their commitment by valuing employee efforts and providing all necessary support.
Diversity and Inclusion (D&I) are core values at Indus Towers. We are committed to creating a safe, equal, and inclusive work environment for all genders. Our dedication to fostering a diverse workforce is yielding impressive results. Female representation across the entire company increased to 11.8% in FY'24, a significant jump from 6.3% in FY'23. We are particularly proud of the strides made in our field workforce (0.9% to 2.5%) and senior management (6.6% to 13.9%). We remain committed to achieving our long-term goal of 30% female representation.
To further this commitment, we have implemented mandatory POSH training and established a neutral Internal Complaints Committee to address any harassment concerns. By fostering a diverse and inclusive workplace, we create a more innovative and successful organization for the future.
At Indus Towers, we are constantly innovating and evolving to create a work environment that fosters high performance and employee engagement. By prioritizing our people, we aim to remain a leader in the telecommunications industry.
Employees Stock Option Plan
To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employee Stock Option Scheme 2014 (‘ESOP Scheme 2014') with the approval of Shareholders of the Company. The said scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘ESOP Regulations'). The HR, Nomination and Remuneration Committee monitors the Company's the
ESOP scheme. The Company also had another ESOP Scheme (‘ESOP Scheme – 2008') under which no fresh grants are made, and all options granted under the Scheme have been dealt with.
In accordance with the ESOP Regulations, the Company had set up Indus Towers Employees' Welfare Trust (‘ESOP Trust') for the purpose of implementation of ESOP Schemes. 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 2024, ESOP Trust has purchased 711,000 shares from the open market and the HR, Nomination and Remuneration Committee has granted 1,256,396 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/.
The certificate(s) from Chandrasekaran Associates, Secretarial Auditors of the Company, certifying that the scheme(s) are implemented in accordance with the ESOP Regulations and the resolutions passed by the Members of the Company, are available for inspection by the Members in electronic mode and copies of the same will also be available for inspection at the registered office of the Company and during the AGM. During the previous year, there were no material changes in the aforesaid ESOP Scheme of the Company and the ESOP Scheme is in compliance with ESOP Regulations.
Auditors and Auditors' Report
Statutory Auditors & their Report
In terms of the provisions of Section 139 of the Act, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (firm registration number 117366W/ W-100018) (‘Deloitte') were re-appointed as the Statutory Auditors of the Company by the shareholders in the 16th AGM of the Company held on August 23, 2022, for a period of 5 (five) years i.e., from the conclusion of 16th AGM till the conclusion of 21st AGM of the Company, to be held in the year 2027.
Further, they are qualified to continue as Statutory Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the Act and Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI').
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, 2024, which is self-explanatory. The report does not contain any observation, disclaimer, qualification, or adverse remarks.
Further, no fraud has been reported by the Statutory Auditors in terms of Section 143(12) of the Act, during the financial year.
Secretarial Auditors & their Report
The Company had appointed M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2024. 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.
Further, in terms of the regulatory requirements, M/s. Chandrasekaran Associates, Company Secretaries has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars/guidelines issued thereunder.
The Secretarial Audit Report for the financial year 2024 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 2025.
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. During the year he resigned w.e.f November 24, 2023 and subsequently was reappointed by the Board of Directors of the Company w.e.f., March 14, 2024. Further, PricewaterhouseCoopers Private Limited (‘PwC') and ANB Solutions Private Limited (‘ANB') were engaged as co-sourced partners for the year.
The audit conducted by the Internal Auditor and co-sourced partners is based on an internal audit plan, which is reviewed each year in consultation with the Audit & Risk Management Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to, while conducting the business.
Corporate Social Responsibility (CSR)
At Indus, within the heart of our operations lies a strong belief that the success of our business is tied to the strength and sustainability of the society we operate in. Our CSR interventions support innovative and bold initiatives that align with India's Community development goals and Schedule VII of the Act. The CSR vision of Indus aims to play an active role in transforming the lives of communities by improving their socio-economic conditions. Our efforts not only impact the direct beneficiaries, but we attempt to improve the social fabric by driving long-lasting changes in communities.
Indus Towers Limited, has formulated a Corporate Social Responsibility Policy (hereby referred to as the ‘CSR Policy') in accordance with requirements of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, each as amended, and the subsequent notifications/circulars, clarifications and amendments (collectively referred to as the ‘Act'). The policy is recommended by Corporate Social Responsibility (CSR) Committee and approved by the Board. It has a deep focus on governance and transparency and outlines the Company's CSR Strategy to bring about a positive impact on the community and environment through various CSR interventions. This CSR Policy aligns with the current maturity of the organization and will evolve with the growth of the organization and dynamic needs of society. The CSR Policy is intended to ensure that the CSR programs of the Company reflect its vision and values and is aligned with the applicable regulatory requirements. 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 CSR Policy is available at the website of the Company at https://www.industowers.com/investor/ corporategovernance/#policies. The details of the composition of CSR Committee, CSR projects, programs and the Annual Action Plan are also available on the website of the Company at https://www. industowers.com/csr/ During the financial year, the Company was required to spend B 1,373.24 Mn (2% of average net profits for the last 3 years) towards the CSR activities out of which the Company has spent B 1,222.54 Mn till March 31, 2024. The remaining amount of B 150.70 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 Act.
A detailed update on the CSR initiatives of the Company is provided in the Social Capital section, which forms part of this Integrated Report. The Annual Report on Corporate Social Responsibility for FY 2024 u/s 135 of the Act, is annexed as Annexure-C to this Report.
Integrated Reporting (‘IR')
In line with its philosophy of being a highly transparent and responsible company and considering IR as a journey, the Company has adopted ‘Integrated Report' in accordance with the International Integrated Reporting Council (‘IIRC') framework.
The Integrated Report covers the capital approach of IIRC Framework as well as the value that the Company creates for its stakeholders.
Business Responsibility and Sustainability
Report
In accordance with the Regulation 34(2)(f) of Listing Regulations read with SEBI Circular no. SEBI/HO/ CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the Business Responsibility & Sustainability Report (‘BRSR') for the financial year 2024, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Integrated Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report (‘MDA') for the financial year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section, forming part of the Integrated Report.
Corporate Governance
The Company is committed to benchmark itself with global standards and adopting the best corporate governance practices. The Board constantly endeavors to take the business forward in such a way that it maximizes the long-term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Listing Regulations are duly complied with. A detailed Report on Corporate Governance pursuant to the requirements of the Listing Regulations forms part of the Integrated Report.
A certificate from the Statutory Auditors of the Company, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated in the Listing Regulations is annexed as Annexure-D to this report.
Risk Management
Risk management is embedded in Indus Towers' operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a robust process in place to identify key risks across the Company and prioritize relevant action plans to mitigate these risks. The Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.
The Company has a duly approved Risk Management Policy for effective corporate governance and development of sustainable business. The objective of this policy is to have a well-defined approach to risk and to define an ongoing and consistent process for identifying, evaluating, escalating, monitoring, and reporting the significant risks faced in the short and near future. The policy suggests framing an appropriate response for the key risks identified, to make sure that risks are adequately addressed or mitigated.
The Internal Audit function along with the Chief Risk Officer assists the Audit & Risk Management Committee on an independent basis with a review of the risk assessment and associated management action plans. Operationally, risk is being managed at the top level by the Management Committee, chaired by the Managing Director & Chief Executive Officer.
Detailed discussion on Risk Management forms part of MDA 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 2023-24. The Internal financial controls of the Company have been further discussed in detail in the MDA section.
Code of Conduct/ Vigil Mechanism
We have a well-defined Code of Conduct that serves as a guiding tool to align our 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/.
A brief note on the highlights of the Ombudsman Policy/ Whistleblower Policy and compliance with the Code of Conduct is also provided in the Report on Corporate Governance which forms part of this Integrated Report.
Quality Control
Indus Towers' unwavering commitment to quality control remains a cornerstone of our success. We recognize it as a key differentiator, driving customer satisfaction by ensuring high uptime and minimizing energy consumption across our ever-expanding infrastructure.
This year presented unique challenges as we scaled deliveries and operations pan-India. To accommodate the multifold volume increase, we strategically onboarded new partners across the country. Our quality focus adapted seamlessly, maintaining our "First Time Right" philosophy.
Our multi-pronged approach continuously evolves to address the dynamic field environment. Quality engineers conduct rigorous stage inspections of on-site work, particularly for new-builds and major upgrades. Independent agencies provide additional oversight through regular quality audits. Furthermore, digitization of stage audits, preventive maintenance audits, process and design improvements, and stringent controls ensure consistent quality and standardized workmanship. Building on the success of previous years, we continued conducting extensive project audits. These included Electrical Hygiene Audits, Fire Audits, Civil Audits, Refurbished Equipment Audits, Tower Maintenance Audits, and Tower Strengthening Audits. These in-depth assessments safeguard long-term performance and safety across our vast network.
A unique initiative this year involved collaborative product and process training sessions for both our quality team and our vendor/partner network. This knowledge-sharing exercise empowers all stakeholders to deliver high-quality products on time and within budget, while adhering to the strictest quality standards. Ultimately, a focus on quality ensures all products meet stringent specifications, further reinforced by pre-dispatch inspections.
By prioritizing quality control, Indus Towers lays the foundation for exceptional service, efficient operations, and ultimately, superior customer experience.
Other Statutory Disclosures
Related Party Transactions
The Company undertakes transactions with related parties, including promoters and entities directly and/ or indirectly controlled by members of the Promoter(s) & Promoter(s) Group, for its business purposes. A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with related parties is provided in the Report on Corporate Governance, which forms part of the Integrated Report.
All arrangements / transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm's length basis. The particulars of material transactions with related parties, under the provisions of the Act, are given in form AOC- 2 as Annexure-E to this report.
The names of related parties and details of transactions with them under Ind AS - 24 have been included in Note no. 40 of the standalone Financial Statements for the financial year ended March 31, 2024.
The Policy on the Related Party Transactions is available on the website of the Company at https:// www.industowers.com/wp-content/themes/indus/ pdf/2022/RPT_Policy.pdf.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
Material changes and commitments affecting financial position between the end of financial year and date of the report
There is no material change or commitment affecting the financial position of the Company between the end of the financial year and the 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. 40, 6 and 37 of the Standalone Financial Statements for the financial year ended March 31, 2024.
Commercial Papers
During the financial year, the Company has raised B 5,000 Mn through issuance of Commercial Papers in a single tranche. As on March 31, 2024, the Company has no outstanding Commercial Papers.
Particulars of Employees
Disclosures relating to remuneration of Directors u/s 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24 are annexed as Annexure-F to this report.
Particulars of employees' remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, in terms of the provisions of the first proviso to Section 136(1) of the Act, the Integrated Report is being sent to the Shareholders excluding the aforementioned information. The information will be available on the Company's website at https://www.industowers.com and will also be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11:00 a.m. and 01:00 p.m. upto the date of AGM and a copy of the same will also be available electronically for inspection by the members during the AGM.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year 2023-24 is annexed herewith as Annexure-G to this report.
Disclosure under Section 197(14) of the Act
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 the Companies (Management and Administration) Rules, 2014, the draft Annual Return having all the available information of the Company as on March 31, 2024, is available on the website of the Company at https:// www.industowers.com/investor/result/#annual-results.
Maintenance of Cost Records
The Company is not required to maintain cost records as specified under Section 148(1) of the Act.
Proceeding under Insolvency and Bankruptcy
Code, 2016
There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2024.
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, 2024.
The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
There is no one time settlement done with bank or any financial institution.
Prevention of Sexual Harassment at Workplace
The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace. Details of the same including the details of the complaints received are provided in the Report on Corporate Governance, which forms part of this Integrated Report.
Secretarial Standards
Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India and notified by Ministry of Corporate Affairs.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Directors to the best of their knowledge and belief confirm that: I. In the preparation of the annual accounts for the year ended March 31, 2024, 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, 2024, 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 Act, 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
Acknowledgements
The Directors wish to place on record their appreciation for the assistance and co-operation extended by customers, strategic investors, shareholders, bankers, vendors, business partners, various agencies and departments of Government of India and State governments where Company's operations are existing and look forward to their continued support in the future.
The Directors would also like to place on record their sincere appreciation for the valuable contribution, unstinted efforts and the spirit of dedication shown by the employees of the Company at all levels.