Dear Members,

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

Business Overview

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

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

Covid-19

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

Financial Highlights

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

A. Consolidated financial results as per Ind AS

Rs Millions

1 Basis Equity Method

2 Revenue & EBITDA are excluding other income

B. Standalone financial results as per Ind AS

Rs Millions

1 Revenue & EBITDA are excluding other income

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

Share Capital

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

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

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

Transfer to Reserves

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

Dividend

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

Dividend Distribution Policy

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

Credit Rating

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

Transfer of amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of Companies Act, 2013 during the Financial Year 2021-22, the Company has transferred an amount of ? 150,260/- (Rupees One Lakh Fifty

Thousand Two Hundred and Sixty Only) pertaining to final dividend on equity shares for financial year 2013-14, and ? 1,64,619/- (Rupees One Lakh Sixty Four Thousand Six Hundred and Nineteen Only) pertaining to interim dividend for financial year 2014-15, which remained unpaid/ unclaimed for a period of seven years, to Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, 241 equity shares of the Company on which the dividend remained unpaid/ unclaimed for a period of seven consecutive years were also transferred to IEPF in accordance with the Act and rules thereunder after giving due notice to the concerned shareholders.

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

The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on August 3, 2021 (date of last Annual General Meeting) on the website of the Company at https://www.industowers.com/ investor/shares/?var=1657517893.

Nodal Officer

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

Deposits

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

Induction, Re-appointment and Resignation

Pursuant to the provisions of the Companies Act, 2013, Mr. Bimal Dayal (DIN: 08927887), Managing Director & CEO, Mr. Thomas Reisten (DIN: 06900067) and Mr. Gopal Vittal (DIN: 02291778), Non-Executive Non-Independent Directors of the Company will retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the HR, Nomination and Remuneration Committee, recommends their re-appointment as Directors liable to retire by rotation at the ensuing AGM.

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

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

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

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

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company?s code of conduct.

Policy on Nomination, Remuneration and Board Diversity

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

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

Annual Board Evaluation and Familiarisation Programme for Board Members

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

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

Board Meetings

During the financial year 2021-22, the Board of Directors met 5 times i.e. on April 22, 2021; July 29, 2021; October 25, 2021, January 27, 2022 and February 21, 2022. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days.

The details regarding composition, number of Board meetings held, and attendance of the Directors during the financial year 2021-22 are set out in the Report on Corporate Governance which forms part of this Integrated Report.

Board Committees

The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2022, the Board has 6 Committees, namely, Audit & Risk Management Committee, HR, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders? Relationship Committee, Environmental, Social and Governance (ESG) Committee and Special Committee of Directors. The details with respect to the composition, powers, roles, terms of reference, number of meetings held etc. of the Committees during the financial year 2021-22 and attendance of the members at each Committee meeting is provided in the Report on Corporate Governance which forms part of this Integrated Report.

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

Subsidiary/ Joint Venture/ Associate Company

As on March 31, 2022, the Company has a wholly owned subsidiary named Smartx Services Limited.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which forms part of this Integrated Report. A statement in Form AOC- 1, containing the salient features of the financial statements of the subsidiary company is annexed as Annexure A to this report. The statement also provides the details of performance and financial position of the subsidiary company.

Audited financial statements of Smartx Services Limited for the Financial Year 2021-22 have been placed on the website of the Company at www.industowers.com. The audited financial statements of the subsidiary company are available for inspection at the Company?s registered office and registered office of the subsidiary company. Shareholders interested in obtaining a copy of the audited financial statements of subsidiary company may write to the Company Secretary at the Company?s registered office.

The Company does not have any joint venture company or an associate company as on March 31, 2022.

Human Resources

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

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

We are building a culture where change is seen as an ongoing process for self-growth and progress. Its ninth consecutive Gallup Exceptional Workplace Award is a testament to its mission, which reiterates our purpose for existence - to transform lives through sustainable Digital Infrastructure and Services which again has been defined post deliberation of our 3,000+ employees coming together to decide what should be the Mission & Vision of the company through a process called Large Scale Interactive Process (LSIP). For a young organization like Indus Towers, which operates in the B2B space, defining and percolating an organization wide culture and becoming an employer of choice are two important and interrelated aspects.

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

The communication strategy at Indus has been instrumental in keeping morale of the employees high while ensuring their engagement at the same time. At Indus Towers, we believe in embracing technology and continue to use it to our advantage to make processes simpler and more efficient. We continue to automate our processes, use the systems and technological shifts have made it even more important for people to become ‘fit for the future?, both as professionals and as individuals. Keeping this in mind, we constantly organize various learning and development initiatives for our employees. Due to the pandemic, new methods of learning have emerged, and our employees continue to adapt with new-age processes. During the year under review, we strengthened our online learning platform- Oracle Learning Cloud (OLC) by conducting e-learning as well as blended learning. We reviewed our existing courses and made improvements as per the changing needs. We conducted a rapid triage of the entire portfolio of learning offerings and set priorities for what will be necessary to adapt to a virtual/blended or digital only format. To ensure employee safety at workplace, every new employee is required to undergo mandatory safety training as well as Competency Development Program (CDP) which introduces them to understand important concepts and their application in the context of their work. As part of our commitment towards holistic development, employees are continuously being encouraged to go for external certifications and MDP programs from elite institutions like ISB, IIMs, etc. At Indus, we focus on building an overall employee experience and engagement & well-being forms the core of it. Our aim is to make our people proud of the work they do at Indus. We not only want them to excel, but we also want them to realize their contribution to the organization and provide them opportunities to learn and grow.

Some of the key initiatives undertaken during the year included:

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

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

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

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

Diversity and Inclusion is at the heart of Indus, over the years we have been constantly working on strengthening our policies and processes to provide a safe, equal and inclusive work environment for all. We have been successful in onboarding diverse talent not only for office-based roles but also in the field. While being an engineering and hardcore technical organization, where availability of diverse talent is limited, share of women in our total employee population is 5.8% and we are determined to improve this year on year.

Continuing our efforts to ensure a conducive and safe environment for women employees, we have a mandatory training on POSH added to our online learning module, which needs to be completed by all employees within a month of joining. We also have a neutral Internal Complaints Committee which investigates and takes appropriate action on any concerns related to harassment raised by employees. Apart from this, many engagement initiatives are planned and calendarized for D&I. Talks by Women Leaders were held for I-WIN network, which is a Pan Indus women?s network focused on networking, learning and growing. We celebrated International Women?s Day with excitement and our women employees who play a transformative role spoke about their experience at Indus that resounded our commitment to create a gender inclusive culture across the telecom infrastructure space. We celebrated the #ToweringWomenofIndus who take it upon themselves to lead purposefully and "Break the Bias".

Employees Stock Option Plan

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted two ESOP schemes i.e. Employee Stock Option Scheme 2008 (ESOP Scheme 2008) and Employee Stock Option Scheme 2014 (ESOP Scheme 2014) with the approval of shareholders. The said schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (ESOP Regulations). The HR, Nomination and Remuneration Committee monitors the Company?s ESOP schemes.

In accordance with the ESOP Regulations, the Company had set up Indus Towers Employees? Welfare Trust (formerly Bharti Infratel Employees? Welfare Trust) (ESOP Trust) for the purpose of implementation of ESOP Schemes. Both the ESOP schemes are administered through ESOP Trust, whereby shares held