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TOWERS LIMITED2024-04-012025-03-31Yearly2025-03-31EquitytruetruetruetruetruetruetrueTop 100 listed entitiestrueb00638Original1.As per Regulation 17A of LODR, for counting no. of directorships including ID, listed entities whose shares are listed on stock exchange and high value debt listed entities are considered. To ensure consistency with NSE FAQs and CG Report format, no. of chairmanship held in Audit & SRC includes all public companies whether listed or not. 2. Mr. Randeep Singh Sekhon Non- Executive Non- Independent Director resigned to be a director w.e.f from closure of business hours on January 20, 2025.truefalseMrDinesh Kumar Mittal00040000Non-Executive - Independent DirectorChairperson1953-01-25falseActiveYes2024-06-222024-04-012024-04-01124464MrsAnita Kapur AAJPK6656P07902012Non-Executive - Independent DirectorNot Applicable1955-11-08falseActiveNA2018-01-172023-01-1786.142231MrGopal Vittal02291778Non-Executive - Non Independent DirectorNot Applicable1966-06-18falseActiveNA2020-11-192010MrHarjeet Singh KohliAHXPK3766B07575784Non-Executive - Non Independent DirectorNot Applicable1973-11-04falseActiveNA2020-11-192041MrPrachur Sah 07871676Executive DirectorNot ApplicableCEO-MD1976-08-09falseActiveNA2023-01-031000MrRajan Bharti MittalABBPM8873D00028016Non-Executive - Non Independent DirectorNot Applicable1960-01-05falseActiveNA2016-01-275253MrRamesh Abhishek 07452293Non-Executive - Independent DirectorNot Applicable1959-07-03falseActiveNA2023-01-032023-01-0326.284372MrRakesh Bharti MittalABBPM8872C00042494Non-Executive - Non Independent DirectorNot Applicable1955-09-18falseActiveNA2025-01-202000MrJagdish Saksena Deepak02194470Non-Executive - Non Independent DirectorNot Applicable1958-07-16falseActiveNA2024-08-013120MrSharad Bhansali AEJPB6723L08964527Non-Executive - Independent DirectorNot Applicable1956-10-19falseActiveNA2020-11-192020-11-1952.122232MrSoumen Ray09484511Non-Executive - Non Independent DirectorNot Applicable1973-07-13falseActiveNA2025-01-202041MrRandeep Singh SekhonABRPS0680C08306391Non-Executive - Non Independent DirectorNot Applicable1969-07-04falseActiveNA2020-11-192025-01-200000OtherstruetruetruetruetrueAudit Committee07902012Anita Kapur Non-Executive - Independent DirectorChairperson2018-07-25Ms. Anita Kapur was appointed as a Chairperson of the Committee w.e.f November 19, 2020 and as a Member of the Committee w.e.f July 25, 2018.Audit Committee08964527Sharad Bhansali Non-Executive - Independent DirectorMember2020-11-19Audit Committee07452293Ramesh Abhishek Non-Executive - Independent DirectorMember2023-04-26Audit Committee09484511Soumen RayNon-Executive - Non Independent DirectorMember2025-01-20Mr. Soumen Ray was appointed as a Member of the Audit and Risk Management Committee w.e.f January 20, 2025.Audit Committee07575784Harjeet Singh KohliNon-Executive - Non Independent DirectorMember2020-11-192025-01-20Mr. Harjeet Singh Kohli ceased to be a member of Audit and Risk Management Committee w.e.f January 20, 2025.Audit Committee00040000Dinesh Kumar MittalNon-Executive - Independent DirectorMember2024-04-012025-01-20Mr. Dinesh Kumar Mittal ceased to be a member of Audit and Risk Management Committee w.e.f January 20, 2025.Nomination and remuneration committee08964527Sharad Bhansali Non-Executive - Independent DirectorChairperson2020-11-19Nomination and remuneration committee00040000Dinesh Kumar MittalNon-Executive - Independent DirectorMember2024-04-01Nomination and remuneration committee00028016Rajan Bharti MittalNon-Executive - Non Independent DirectorMember2016-01-27Nomination and remuneration committee07452293Ramesh Abhishek Non-Executive - Independent DirectorMember2024-10-15Nomination and remuneration committee07902012Anita Kapur Non-Executive - Independent DirectorMember2022-01-012025-01-20Ms. Anita Kapur ceased to be a Member of HR, Nomination and Remuneration Committee w.e.f January 20, 2025.Stakeholders Relationship Committee08964527Sharad Bhansali Non-Executive - Independent DirectorChairperson2020-11-19Mr. Sharad Bhansali was appointed as a Chairperson of the Committee w.e.f October 15, 2024 and a Member of the Committee w.e.f November 19, 2020.Stakeholders Relationship Committee00028016Rajan Bharti MittalNon-Executive - Non Independent DirectorMember2016-01-27Stakeholders Relationship Committee07902012Anita Kapur Non-Executive - Independent DirectorMember2025-01-20Ms. Anita Kapur was appointed as a Member of Stakeholders Relationship Committee w.e.f January 20, 2025Stakeholders Relationship Committee07452293Ramesh Abhishek Non-Executive - Independent DirectorMember2023-04-262025-01-20Mr. Ramesh Abhishek ceased to be a Member of Stakeholders Relationship Committee w.e.f January 20, 2025Risk Management Committee07902012Anita Kapur Non-Executive - Independent DirectorChairperson2018-07-25Ms. Anita Kapur was appointed as a Chairperson of the Committee w.e.f November 19, 2020 and as a Member of the Committee w.e.f July 25, 2018.Risk Management Committee08964527Sharad Bhansali Non-Executive - Independent DirectorMember2020-11-19Risk Management Committee07452293Ramesh Abhishek Non-Executive - Independent DirectorMember2023-04-26Risk Management Committee09484511Soumen RayNon-Executive - Non Independent DirectorMember2025-01-20Mr. Soumen Ray was appointed as a Member of the Audit and Risk Management Committee w.e.f January 20, 2025.Risk Management Committee07575784Harjeet Singh KohliNon-Executive - Non Independent DirectorMember2020-11-192025-01-20Mr. Harjeet Singh Kohli ceased to be a member of Audit and Risk Management Committee w.e.f January 20, 2025.Risk Management Committee00040000Dinesh Kumar MittalNon-Executive - Independent DirectorMember2024-04-012025-01-20Mr. Dinesh Kumar Mittal ceased to be a member of Audit and Risk Management Committee w.e.f January 20, 2025.Corporate Social Responsibility Committee07452293Ramesh Abhishek Non-Executive - Independent DirectorChairperson2023-04-26Corporate Social Responsibility Committee00040000Dinesh Kumar MittalNon-Executive - Independent DirectorMember2024-12-22Mr. Dinesh Kumar Mittal was appointed as a Member of Corporate Social Responsibility Committee w.e.f December 22, 2024Corporate Social Responsibility Committee00042494Rakesh Bharti MittalNon-Executive - Non Independent DirectorMember2025-01-20Mr. Rakesh Bharti Mittal was appointed as a Member of the Corporate Social Responsibility Committee w.e.f January 20, 2025.Corporate Social Responsibility Committee00028016Rajan Bharti MittalNon-Executive - Non Independent DirectorMember2016-01-272025-01-20Mr. Rajan Bharti Mittal ceased to be a Member of Corporate Social Responsibility Committee w.e.f January 20, 2025.Other Committee07452293Ramesh Abhishek ESG CommitteeNon-Executive - Independent DirectorChairpersonMr. Ramesh Abhishek was appointed as a Chairperson of the Committee w.e.f October 15, 2024Other Committee07871676Prachur Sah ESG CommitteeExecutive DirectorMemberOther Committee02194470Jagdish Saksena DeepakESG CommitteeNon-Executive - Non Independent DirectorMemberMr. Jagdish Saksena Deepak was appointed as a Member of the ESG Committee w.e.f January 20, 2025.Other Committee08306391Randeep Singh SekhonESG CommitteeNon-Executive - Non Independent DirectorMemberMr. Randeep Singh Sekhon ceased to be a Member of ESG Committee w.e.f January 20, 2025.2024-10-22true131242025-01-2392true111042025-03-2863true11114Audit Committee2024-10-22true6640Audit Committee2025-01-2392true4430Audit Committee2025-02-0613true4430Nomination and remuneration committee2025-01-23true4330Stakeholders Relationship Committee2024-10-22true4420Stakeholders Relationship Committee2025-01-2392true3220Corporate Social Responsibility Committee2024-10-22true3310Corporate Social Responsibility Committee2025-01-2392true3320Risk Management Committee2024-10-22true6640Risk Management Committee2025-01-2392true4430Other Committee2024-10-22ESG Committeetrue4410Other Committee2025-01-2291ESG Committeetrue3310Other Committee2025-01-230Committee of Directorstrue6640truetruetruetrueYestruetruetrueCorporate Governance Report and Integrated Filing (Governance) for the quarter ended December 31, 2024 as submitted to Stock Exchanges was placed before the Board in its meeting held on January 23, 2025. Further, the Integrated Filing (Governance) for the quarter ended March 31, 2025 will be placed before the Board in the upcoming meeting.Samridhi RodheCompany Secretary and Compliance OfficerYeshttps://www.industowers.com/investor/company-profile/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/#board-committeesYeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/investor-support/?var=1661257231Yeshttps://www.industowers.com/investor/investor-support/?var=1661257231Yeshttps://www.industowers.com/investor/result/#quarterly-resultsYeshttps://www.industowers.com/investor/shares/#shareholding-patternNAYeshttps://www.industowers.com/investor/presentations/Yeshttps://www.industowers.com/investor/result/#quarterly-resultsNAYeshttps://www.industowers.com/investor/result/#quarterly-resultsYeshttps://www.industowers.com/investor/debt/#credit_ratingYeshttps://www.industowers.com/investor/result/Yeshttps://www.industowers.com/investor/disclosures-of-sebi-lodr-regulations-2015/Yeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/investor-support/Yeshttps://www.industowers.com/investor/stock-exchange-submission/NAYeshttps://www.industowers.com/investor/corporategovernance/Yeshttps://www.industowers.com/investor/result/#annual-resultsYeshttps://www.industowers.com/investor/disclosures-of-sebi-lodr-regulations-2015/Yeshttps://www.industowers.com/investor/disclosures-of-sebi-lodr-regulations-2015/Yeshttps://www.industowers.com/investor/disclosures-of-sebi-lodr-regulations-2015/YesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesYesNAYesNAYesYesYesYesYesYesNAYesYesYesNANASamridhi RodheCompany Secretary and Compliance OfficerYesSamridhi RodheCompany Secretary and Compliance Officertrue12025-01-041(a). On January 3, 2025, Indus Towers perimeter suffered a breach due to a vulnerability in the firewall. This resulted in a malware being installed on one of the internal servers, enabling access to a filesystem and exfiltration of a few documents. 1(b). The perpetrator posted a claim on the Dark Web on a data leak site on January 14, 2025, at 12:38:04 stating that they were in possession of certain Indus Data. 1(c). Based on the screenshots shared by the threat actor on their data leak site, the exfiltrated data appears to include limited HR documents. 1(d). The threat actor did not provide any details with respect to the quantity of data allegedly exfiltrated from Indus Towers. 1(e). Indus Tower Cyber Security Team performed a thorough search on the Dark web and confirmed that there was no indication if any Protected Health Information (PHI), or Intellectual Property (IP) or Financial data that was compromised. 1(f). During this period Indus Cyber Security Team took all necessary steps to address the issue, review and strengthen cyber controls across Indus IT Infrastructure. 2. Indus Towers Team informed all regulatory and cyber authorities, and other stakeholders of the incident as is required to be done. 3. There was no system downtime, no impact to business operations, and no financial impact due to this incident. 4. No further activity has been observed in this regard by the threat actor and hence the incident has been concluded as a one off and stands closed.Samridhi RodheCompany Secretary and Compliance OfficerGurugram2025-04-301120-1Date mentioned in the column date of acquisition is the date of execution of Power Purchase Agreement and Shareholder's Agreement establishing an intent to acquire in terms of sub-para 1 of para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015Amplus Tungabhadra Private Limited2025-02-0300.260.26According to the Exchange Circular No: 20220331-52 dated March 31, 2022, the waiver application shall be decided by the designated Stock Exchange and the decision shall be binding on all other Exchanges which have levied penalties on the Companies for the same non-compliance. In this regard, NSE is the designated Stock Exchange of the Company and BSE took note of the waiver decided by NSE vide its letter dated March 11, 2025 and accordingly, communicated about the waiver to the Company on April 22, 2025.Assistant Commissioner of DelhiOrder passed by Assistant Commissioner levying penalty of Rs. 6,60,1332025-02-25Penalty levied alleging Input tax credit claimed by the Company as barred u/s 17(5) of the GST Act 2017.Company disagrees with the allegation and will challenge the order at Appellate Authority and there is no material impact of the same on financials, operations or other activities of the Company.Assistant Commissioner KarnatakaOrder passed by Assistant Commissioner Karnataka levying penalty of Rs. 29,788.2025-02-05Penalty levied due to ITC availed on non-existent supplier.Company will challenge the order at GST tribunal when constituted and there is no material impact of the same on financials, operations or other activities of the Company.Joint Commissioner of Large Tax payer unit (LTU)Order passed by Joint Commissioner of LTU levying penalty of Rs. 73,747.2025-02-04Penalty levied due to non reversal ITC on account of credit note.Company will challenge the order at GST tribunal when constituted and there is no material impact of the same on financials, operations or other activities of the Company.National Stock Exchange of India Limited (NSE) and BSE LimitedWaiver of fine of Rs. 5900/- each including GST by NSE and BSE2025-03-11Fine of Rs. 5900/- each including GST was levied due to delayed submission of Related Party Transactions statement for the half year ended September 30, 2024 by NSE and BSE vide their communicated dated December 13, 2024. The Company submitted the facts and filed an application for waiver of fines with NSE and BSE. Basis the waiver application filed by the Company, NSE and BSE have waived off the fine vide their communication dated March 11, 2025 and April 22, 2025 respectively.There is no material impact of the same on the financials.Income Tax Authority (2009-10 to FY 2016-17 (except FY 2014-15) and FY 2019-20 to FY 2022-23)2019-02-09For FY 2009-10, The Hon'ble ITAT has pronounced an order on December 16, 2024 in favor of the Company on denial of depreciation on assets received under merger, disallowance of provision for expenses, amortization of ARO, provision for SLA Credit etc. This has a positive outcome for the Company and has resulted in a reduction of Rs. 35,573Mn (approx) in contingent liability. For FY 2010-11, the matter is pending before ITAT. For subsequent years upto FY 2016-17 (except FY 2014-15), the hearing has been concluded before Commissioner (Appeals) and the order is awaited. For FY 2018-19 to FY 2020-21, the assessments/reassessment proceedings have been completed, however the company has approached the HC against the orders. For FY 2021-22 the assessment has been completed, and appeal is pending before CIT(A).For FY 2009-10, The Hon’ble ITAT has pronounced an order on December 16, 2024 in favor of the Company on denial of depreciation on assets received under merger, disallowance of provision for expenses, amortization of ARO, provision for SLA Credit etc. For FY 2010-11, the matter is pending before ITAT. For subsequent years upto FY 2016-17 (except FY 2014-15), the matter is pending before Commissioner (Appeals). For FY 2018-19 to FY 20-21, the assessment/reassessment proceedings have been completed, however the company has approached the HC against the orders. For FY 21-22 to FY 22-23 the assessment has been completed, and appeal is pending before CIT (Appeal). The expected financial implication is Rs. 3134 Mn (approx.)Not Applicable00000000NA00NA00NA00NA00NA00NA00NA00NA00All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.trueNot applicable Vikas PoddarCFOGurugram2025-04-30