and a reliable estimate can be made ofthe amount of the obligation.
When the Company expects some orall of a provision to be reimbursed, thereimbursement is recognised as a separateasset, but only when the reimbursement isvirtually certain. The expense relating to aprovision is presented in the Statement ofProfit and Loss, net of any reimbursement.
If the effect of the time value of money ismaterial, provisions are discounted usinga current pre-tax rate that reflects, whenappropriate, the risks specific to the liability.When discounting is used, the increase inthe provision due to the passage of time(i.e. unwinding of discount) is recognisedas a finance cost.
Provisions are reviewed at the end ofeach reporting period and adjusted toreflect the current best estimate. If it isno longer probable that an outflow ofresources would be required to settlethe obligation, the provision is reversed.
(ii) Contingent assets / liabilities
Contingent assets are not recognised.However, when realisation of income isvirtually certain, then the related assetis no longer a contingent asset, and isrecognised as an asset.
Contingent liabilities are disclosedin notes to accounts when there is apossible obligation arising from pastevents, the existence of which willbe confirmed only by the occurrenceor non-occurrence of one or moreuncertain future events not whollywithin the control of the Company or apresent obligation that arises from pastevents where it is either not probablethat an outflow of resources will berequired to settle or a reliable estimateof the amount cannot be made.
(iii) Asset retirement obligations
Asset retirement obligations (ARO)are provided for those operating leasearrangements where the Company has abinding obligation at the end of the lease
(i) General
Provisions are recognised when theCompany has a present obligation (legalor constructive) as a result of a pastevent, it is probable that an outflow ofresources embodying economic benefitswill be required to settle the obligation
period to restore the leased premises ina condition similar to inception of lease.
ARO are provided at the present value ofexpected costs to settle the obligation usingestimated cash flows and are recognizedas part of the cost of the particular asset.The cash flows are discounted at a currentpre-tax rate that reflects the risks specific tothe site restoration obligation. The unwindingof the discount is expensed as incurred andrecognized in the statement of profit andloss as a finance cost. The estimated futurecosts of decommissioning are reviewedannually and adjusted as appropriate.Changes in the estimated future costs orin the discount rate applied are added toor deducted from the cost of the asset.
Basic EPS is calculated by dividing the profitfor the period attributable to the ordinaryequity shareholders of the Company by theweighted average number of equity sharesoutstanding during the period.
Diluted EPS is calculated by dividing the profitattributable to ordinary equity shareholders ofthe Company by the weighted average numberof Equity shares outstanding during the periodadjusted for the effect of the weighted averagenumber of equity shares that would be issuedon conversion of all the dilutive potential equityshares into equity shares.
The Company measures financial instruments atfair value at each reporting date. Fair value is theprice that would be received to sell an asset orpaid to transfer a liability in an orderly transactionbetween market participants at the measurementdate. The fair value measurement is based onthe presumption that the transaction to sell theasset or transfer the liability takes place either:
• In the principal market for the asset or liability
• I n the absence of a principal market, inthe most advantageous market for theasset or liability
The principal or the most advantageousmarket must be accessible by the Company.
The fair value of an asset or a liability ismeasured using the assumptions that marketparticipants would use when pricing the assetor liability, assuming that market participantsact in their best economic interest.
A fair value measurement of a non-financialasset takes into account a market participant'sability to generate economic benefits by usingthe asset in its highest and best use or byselling it to another market participant thatwould use the asset in its highest and best use.
The Company uses valuation techniquesthat are appropriate in the circumstancesand for which sufficient data are availableto measure fair value, maximising the use ofrelevant observable inputs and minimisingthe use of unobservable inputs.
All assets and liabilities for which fair valueis measured or disclosed in the financialstatements are categorised within the fairvalue hierarchy, described as follows, basedon the lowest level input that is significant tothe fair value measurement as a whole:
• Level 1- Quoted prices (unadjusted) in activemarkets for identical assets or liabilities.
• Level 2- Inputs other than quoted pricesincluded within Level 1 that are observablefor the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
• Level 3- Inputs for the assets or liabilitiesthat are not based on observable marketdata (unobservable inputs).
For assets and liabilities that are recognisedin the financial statements on a recurringbasis, the Company determines whethertransfers have occurred between levels inthe hierarchy by re-assessing categorisation(based on the lowest level input that issignificant to the fair value measurement asa whole) at the end of each reporting period.
For the purpose of fair value disclosures,the Company has determined classes ofassets and liabilities on the basis of thenature, characteristics and risks of the assetor liability and the level of the fair valuehierarchy as explained above.
This note summarises accounting policyfor fair value measurement. Other fairvalue related disclosures are given in therelevant notes.
Ordinary shares are classified as equity.Incremental costs directly attributable to theissue of ordinary shares and share optionsare recognised as a deduction from equity,net of any tax effects.
Exceptional items include items of incomeor expense that are considered to be partof Company's ordinary activities which arenon-recurring. However, these items are ofsuch significance and nature that separatedisclosure enables the user of financialstatements to understand the impactin a more meaningful manner, facilitatecomparison with comparative periods andassess underlying trends in the financialperformance of the Company.
Profit before depreciation and amortization,finance cost, finance income, charity anddonation, and tax is an important measure offinancial performance relevant to the usersof financial statements and stakeholders ofthe Company. Hence, the Company presentsthe same as an additional line item on theface of the statement of profit and lossconsidering such a presentation is relevantfor understanding of the Company's financialposition and performance.
Ministry of Corporate Affairs (“MCA”)notifies new standards or amendments tothe existing standards under Companies(Indian Accounting Standards) Rules asissued from time to time.
I n May 2025, MCA notified amendments toInd AS 21 - The Effects of Changes in ForeignExchange Rates, applicable w.e.f. April 1, 2025.The Company has reviewed the amendmentand based on its evaluation has determined
that it does not have any significant impactin its financial statements.
Ind AS 1, Presentation of Financial Statements,applicable w.e.f. April 1, 2025 - The amendmentrelates to classification of liabilities as currentor non -current and non-current liabilitieswith covenants. In the context of classifyinga liability as current, it removes the requirementof existence of a right to defer settlementfor at least 12 months after the reportingdate and instead requires that the said rightshould exist on the reporting date and havesubstance. The amendment also introducesguidance on classification of liabilities withcovenants. The Company has no impact ofthese amendments in its classification criteriaof current and non-current liabilities.
Ind AS 7, Statement of Cash Flows and Ind AS107, Financial Instruments: Disclosures, applicablew.e.f. April 1, 2025 - The amendment in Ind AS 7requires to inform users of financial statementsof the existence of supplier finance arrangementsand explain the nature of the arrangements,the carrying amount of liabilities and the rangeof payment due dates. Ind AS 107 has beenamended to add supplier finance arrangementsas a factor that may cause concentration ofliquidity risk. The Company has reviewed theamendment and based on its evaluation hasdetermined that it does not have any impactin its financial statements.
I nd AS 12, International Tax Reform - PillarTwo Model Rules applicable immediately - Theamendments provide a temporary mandatoryrelief from deferred tax accounting for top-uptax and require companies to disclose that theyhave applied the relief. This relief is immediateand applies retrospectively. The amendments alsorequire companies to provide new disclosuresto compensate for potential loss of informationresulting from the relief. Such disclosures areto be provided for annual reporting periodsbeginning on or after April 1, 2025. The Companyhas reviewed the amendment and based onits evaluation has determined that it does nothave any impact in its financial statements.
There are no standards that are notified andnot yet effective as on the date.
The preparation of the Company's financial statementsrequires management to make judgements, estimatesand assumptions that affect the reported amountsof revenues, expenses, assets and liabilities, andthe accompanying disclosures, and the disclosureof contingent liabilities. Uncertainty about theseassumptions and estimates could result in outcomesthat require a material adjustment to the carryingamount of assets or liabilities affected in future periods.
The management is applying judgements in theprocess of finalizing the Company's accountingpolicies and critical estimates. The key assumptionsconcerning the future and other key sources ofestimation uncertainty at the reporting date,that have a significant risk of causing a materialadjustment to the carrying amounts of assets andliabilities within the next financial year, are describedbelow. The Company has based its assumptions andestimates on parameters available when the financialstatements were prepared. Existing circumstancesand assumptions about future developments,however, may change due to market changes orcircumstances arising that are beyond the controlof the Company. Such changes are reflected in theassumptions when they occur.
Company as lessor
The Company has assessed that its masterservice agreement (“MSA”) with operatorscontains lease of its tower sites and plant andequipment and has determined, based onevaluation of the terms and conditions of thearrangements such as various lessees sharingthe same tower sites with specific area, thefair value of the asset and all the significantrisks and rewards of ownership of theseproperties retained by the Company, thatsuch contracts are in the nature of operatinglease and has accounted for as such.
Lease rentals under operating leases arerecognised as income on straight line basisover the lease term.
The Company determines the lease term asthe non-cancellable period of a lease, togetherwith both periods covered by an option toextend the lease if the Company is reasonablycertain to exercise that option; and periodscovered by an option to terminate the leaseif the Company is reasonably certain not toexercise that option. In assessing whether theCompany is reasonably certain to exercise anoption to extend a lease, or not to exercise anoption to terminate a lease, it considers allrelevant facts and circumstances that createan economic incentive for the Company toexercise the option to extend the lease, or notto exercise the option to terminate the lease.The Company evaluates if an arrangementqualifies to be a lease as per the requirementsof Ind AS 116, Leases. Identification of a leaserequires significant judgment. The Companyuses significant judgement in assessing the leaseterm (including anticipated renewals) and theapplicable discount rate. The discount rate isgenerally based on the incremental borrowingrate calculated as the weighted average ratespecific to the portfolio of leases with similarcharacteristics.
Refer note 4.1(c) for accounting policy onimpairment of non- financial assets.
The carrying amounts of the Companynon-financial assets, other than deferredtax assets, are reviewed at the end of eachreporting period to determine whether thereis any indication of impairment. If any suchindication exists, the Company estimates therecoverable amount.
There is no indicator which triggers impairmentof cash-generating unit ('CGU') of the Companyon the reporting date. However, the Companyhas assessed impairment at asset level wherevernecessary and if applicable it has recognisedimpairment charge in the statement ofprofit and loss.
Refer note 4.1(a) for the estimated useful lifeof Property, plant and equipment.
Property, plant and equipment also representa significant proportion of the asset baseof the Company. Therefore, the estimatesand assumptions made to determine theircarrying value and related depreciation arecritical to the Company's financial positionand performance.
The charge in respect of periodic depreciationis derived after determining an estimate of anasset's expected useful life and the expectedresidual value at the end of its life. Increasing anasset's expected life or its residual value wouldresult in a reduced depreciation charge in theStatement of Profit and Loss.
The useful lives and residual values of Companyassets are determined by management at the timethe asset is acquired and reviewed periodically.The lives are based on historical experiencewith similar assets as well as anticipation offuture events which may impact their life, suchas changes in technology.
The expected credit loss is mainly based onthe ageing of the receivable balances andhistorical experience. Based on the industrypractices and the business environment inwhich the entity operates, managementconsiders that the trade receivables areprovided if the receipt is more than 180days past due from related parties, 90 dayspast due from other customers and nil daysin case of uncertainty of collection froma customer. The receivables are assessedon an individual basis or grouped intohomogeneous groups and assessed forimpairment collectively, depending on theirsignificance. Moreover, trade receivables arewritten off on a case-to-case basis if deemednot to be collectible on the assessment ofthe underlying facts and circumstances.
The Company uses various leased premisesto install its tower assets. A provision isrecognised for the cost to be incurred for therestoration of these premises at the end of
the lease period, which is estimated basedon actual quotes, which are reasonable andappropriate under these circumstances.It is expected that these provisions willbe utilised at the end of the lease periodof the respective sites as per respectivelease agreements.
Refer note 4.1(i) for judgements andestimates on revenue recognition.
The Company's tax jurisdiction is India.Significant judgements are involved in determiningthe provision for income taxes, including amountexpected to be paid/recovered for uncertain taxpositions. Significant management judgementis also required to determine the amount ofdeferred tax assets that can be recognised, basedupon the likely timing and the level of futuretaxable profits together with future tax planningstrategies, including estimates of temporarydifferences reversing on account of availablebenefits from the Income Tax Act, 1961.
The Company has ongoing litigations withvarious regulatory authorities and thirdparties that arise in the ordinary course of
business, the outcome of which is inherentlyuncertain. The Company records a liabilitywhen it is both probable that a loss hasbeen incurred and the amount can bereasonably estimated. Significant judgmentis required to determine both probabilityand the estimated amount. The Companyreviews these provisions at least quarterlyand adjusts these provisions accordinglyto reflect the impact of negotiations,settlements, rulings, advice of legal counsel,and updated information.
The cost of the defined benefit plan isdetermined using actuarial valuations.An actuarial valuation involves making variousassumptions that may differ from actualdevelopments in the future. These includethe determination of the discount rate; futuresalary increases and mortality rates. Due tothe complexities involved in the valuationand its long-term nature, a defined benefitobligation is highly sensitive to changesin these assumptions. All assumptions arereviewed on a half yearly basis.
(i) During the year ended March 31, 2026, the Company subscribed to 2,801,921 equity shares of AmplusPhoenix Energy Private Limited (Amplus), representing a 4.26% stake, for a total consideration of ' 28Million. Amplus has set up a solar power plant in the state of Karnataka, of which the Company will be oneof the consumers.
(ii) The Company entered into a Share Subscription and Shareholders' Agreement to subscribe 38,040,000equity shares of JSW Green Energy Eight Limited (JSW), representing a 26.01% stake, for a total considerationof ' 380 Million. During the year ended March 31, 2026, the Company subscribed to 7,608,000 equity shares(Tranche 1) of JSW, maintaining a 26.01% holding, for a total consideration of ' 76 Million. JSW has set up asolar power plant in the state of Karnataka, of which the Company will be the only consumer. The Companyholds more than 20% in JSW. However, the Company does not exercise significant influence or control ondecisions of the investees. Hence, they are not being construed as associate companies.
(iii) These investments are made solely to purchase solar energy under captive power generating plant model.The carrying cost represents the fair value of the investments.
The Board of Directors, at its meeting held on July 30, 2024, approved a buyback of up to 56,774,193equity shares at a price of ' 465 per share, payable in cash for an aggregate amount upto ' 26,400 Million.
Pursuant to the buyback, equity share capital was reduced by ' 568 Million. The buyback premium of' 25,832 Million and transaction costs and taxes of ' 1,087 Million were adjusted against securities premium.Further, a capital redemption reserve of ' 568 Million was created, equal to nominal value of shares boughtback, as an appropriation from securities premium.
For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company,refer note 39.
(a) The Company has not issued any shares without payment being received in cash except under ESOPsscheme (for details, refer note 39).
(b) The Company has not issued any bonus shares.
Capital reserve was created out of slump purchase of assets (refer note 47(c)).
Merger capital reserve was created on account of merger of the Company with erstwhile Indus TowersLimited (refer note 3).
General reserve was created out of Composite Scheme of arrangement with Bharti Airtel Limited.Pursuant to the merger of Joint Venture Company (i.e. erstwhile Indus Towers Limited) with the Company,the investment in Joint Venture Company has been cancelled by debiting the General Reserve to the extentavailable under the said Scheme (refer note 3 and 47(a)).
Further, pursuant to the merger of erstwhile Indus Towers Limited with the Company, General reserveof erstwhile Indus Towers Limited was transferred to the Company which was created out on account ofScheme of Arrangement (Indus Scheme) in erstwhile Indus Towers Limited. The General Reserve accountshall be treated as free reserve for all intents and purposes (refer note 3 and 47(b)).
Retained earnings are the profits that the Company has earned till date, less transfer to other reserves (ifany), dividends and other distributions paid to shareholders. Retained earnings include re-measurementloss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss.
Common control reserve is created on account of acquisition of passive infrastructure business undertakingby way of slump sale from the Parent company (refer note 50).
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordancewith the provisions of the Companies Act, 2013.
This relates to share options granted by the Company to its employees under its employee share options plan.
Capital redemption reserve was created on buy back of shares. A company may issue fully paid up bonusshares to its members out of Capital redemption reserve account.
39 Employee stock option plans
Pursuant to the board resolution dated December 17, 2014 and the resolution of the shareholders by postalballot dated January 29, 2015, the Company instituted the Employee Stock Option Scheme 2014 (“ESOPScheme 2014”). The Company had announced Long term incentive plan (LTIP) 2015 under the approved “ESOP Scheme 2014” during the financial year 2015-16. Since then, multiple grants have been issued under theLTIP to employees over the years.
The loan has been given to ESOP trust time to time for purchase the Equity Shares of the Company from openmarket as permitted by SEBI (Share Based Employee Benefits) Regulations, 2014.
During the year ended March 31, 2026, the Trust has acquired 22,465 and 727,535 shares at an average priceof ' 345.01 per share and ' 350.77 per share respectively and 696,954 equity shares of exercise price of ' 10each have been transferred to employees upon exercise of stock options. As of March 31, 2026, the Trust holds972,953 shares of face value of ' 10 each of the Company.
During the year ended March 31, 2025, the Trust has acquired 265,424 and 449,576 shares at an average priceof ' 355.99 per share and ' 363.75 per share respectively and 762,776 equity shares of exercise price of ' 10each have been transferred to employees upon exercise of stock options. As of March 31, 2025, the Trust holds919,907 shares of face Value of ' 10 each of the Company.
41 Leases
The Company has given sites on operating lease to telecom operators. As per the agreements with theoperators the escalation rates are 2.5% per annum. The service charges recognised as income during the yearfor non cancellable arrangements relating to provision for passive infrastructure sites as per the agreementsis ' 209,280 Million and ' 191,974 Million for the year ended March 31, 2026 and March 31, 2025 respectively.
The management of the Company assesses all material claims in the nature of demands and the showcause notices (“SCNs”), including intimation prior to SCNs, relating to direct and indirect taxes against theCompany and based on legal advice in certain cases, evaluates whether it is probable, possible or remote(“PPR”). The Company discloses matters as contingent liability that are assessed as possible.
Further, the management of the Company makes an assessment for uncertain tax positions for direct taxmatters and records a provision if it is probable and discloses it as part of contingent liabilities when it isassessed as possible in nature.
Contingent liability amount disclosed above includes interest and penalty only to the extent such amountsare assessed by various tax authorities through demand order and such demands are assessed by themanagement as possible.
The management of the Company assesses all material claims in the nature of demands relating to legaland other matters against the Company and based on legal advice in certain cases, evaluates whether itis probable, possible or remote (“PPR”). The Company discloses all the matters as contingent liability thatare assessed as possible.
Contingent liability amount disclosed above includes interest and penalty only to the extent such amountsare assessed by various government authorities through demand order.
The Company had received demand in certain states for stamp duty on execution of leave and licenseagreement of cell sites.
Sales tax/VAT claims primarily relate to the levy of VAT on the right to use goods in the State ofGujarat. This issue has been consistently decided in favour of the Company by multiple High Courts.
The Company based on its assessment of the applicability and tenability of certain municipal levies,which is an industry-wide phenomenon, does not consider the impact of such levies to be material.Further, in the event these levies are confirmed by the respective government authorities, theCompany would recover these amounts from its customers in accordance with the terms of MasterService Agreement.
iv) Service tax
In another issue department has raised demand alleging difference in turnover in 26AS vs ST 3 againstwhich Company had filed appeal before CESTAT, pending for hearing.
Amount assessed as contingent liability includes interest and penalty as demanded by various authoritiesand vendors and doesn't include interest liability that could be claimed by authorities in case ofunfavorable orders.
vi) One of the Distribution Company (“DISCOM”) revised the electricity tariff from Industrial to Commercial(I2C) tariff for the mobile towers vide its tariff order dated November 03, 2016 and same waschallenged before Appellate Tribunal for Electricity (APTEL) by the Industry including the Company.The Appellate tribunal decided in favor of Appellants including the Company in February 2020.
The following methods/assumptions were used to estimate the fair values:
i) The carrying value of cash and cash equivalents, trade receivables, short-term borrowings and tradepayables approximate their fair value mainly due to the short-term maturities of these instruments/beingsubject to floating rates.
ii) The fair values of financial assets classified as fair value through profit or loss like investment in mutualfunds is based on net asset values/quoted market price at the reporting date.
The said order has been challenged by the DISCOM before the Hon'ble Supreme Court and inOctober 2020, the Hon'ble Supreme Court passed an order directing parties that there shall be stay ofthe recovery in meantime. Further, effective April 1, 2020, the DISCOM came out with Multi Year Tariff(MYT) by which industrial tariff has been made applicable to mobile towers. The Company believesthat the outcome of the case will be favorable and the likelihood of outflow of resources is remote.Further, in case of an unfavorable decision, which is not likely, the Company has obtained necessaryundertakings from the customers for payment/reimbursement of differential cost.
Further, there is no significant update during the year ended March 31, 2026 and March 31, 2025.
iii) The fair value of security deposits included in other financial assets & other financial liabilities and fixed ratelong term borrowings is estimated by discounting future cash flows using rates applicable to instrumentswith similar terms, currency, credit risk and remaining maturities. The fair values of other financial assetsand other financial liabilities (other than security deposits) are assessed by the management to be sameas their carrying value and is not expected to be significantly different if estimated by discounting futurecash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.The Company enters into derivative financial instruments with financial institutions/banks. Further, foreignexchange forward contracts are valued using valuation techniques, which employs the use of marketobservable inputs.
iv) The fair values of the non-listed equity investments have been estimated using a DCF model. The valuationrequires management to make certain assumptions about the model inputs, including forecast cash flows,the discount rate, credit risk and volatility. The probabilities of the various estimates within the range canbe reasonably assessed and are used in management's estimate of fair value for these non-listed equityinvestments.The carrying value of investment in equity instrument approximate their fair value.
44 Fair value hierarchy
All financial instruments for which value is recognised or disclosed are categorised within the fair value hierarchy,described as follows, based on the lowest level input that is significant to the fair value measurement as a whole;
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability,either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the financial instruments measured at fair value, by level within the fair valuemeasurement hierarchy:
Amount received from KMPs for ESOP exercised during the year ended March 31, 2026 is ' 2 Million(March 31, 2025 : ' 1 Million).
During the year ended March 31, 2026, the Company granted an employee advance of ' 21 Million to KeyManagement Personnel as per policy, with ' 3 Million outstanding as at the year end.
The transactions with related parties are made on terms equivalent to those that prevail in arm's lengthtransactions. Outstanding balances at the end of the year are unsecured and settlement occurs in cash andno guarantees have been provided or received for any related party receivables or payables.
46 Segment Reporting
The Company was set-up with the object of, inter alia, establishing, operating and maintaining wirelesscommunication towers. This is the only activity performed and is thus also the main source of risks and returns.The Company's segments as reviewed by the Chief Operating Decision Maker (CODM) does not result intoidentification of different ways/sources into which they see the performance of the Company. Accordingly, theCompany has a single reportable segment. Hence, the relevant disclosures as per Ind AS 108, “OperatingSegments” are not applicable to the Company.
Revenue from three customers each exceeding 10 per cent of total revenue amounted to ' 308,883 Million(March 31, 2025: ' 286,556 Million).
47 As per transitional provisions specified in Ind AS 101, “First time Adoption of Indian Accounting Standards”.The Company has continued to apply the accounting prescribed under the scheme with respect tomergers listed below.
During the year ended March 31, 2008, pursuant to the Scheme of Arrangement with Bharti Airtel Limited('BAL Scheme') under sections 391 to 394 of the Companies Act, 1956, the telecom infrastructureundertaking of Bharti Airtel Limited was transferred to the Company. As per provisions of the Scheme, theCompany has created a General reserve equivalent to the amount of fair value of such telecom infrastructurewhich shall be constituted as free reserve available for all purposes at the discretion of the Company.Pursuant to the Scheme, the depreciation charged by the Company on the excess of the fair values overthe original book values of the assets transferred by Bharti Airtel Limited is being off-set against GeneralReserve. Accordingly, depreciation charges on the excess of fair value over the original book values arecharged to General Reserve.
Pursuant to the Scheme of Arrangement ('Indus Scheme') under sections 391 to 394 of the CompaniesAct, 1956, Vodafone Infrastructure Limited (formerly known as Vodafone Essar Infrastructure Limited),Bharti Infratel Ventures Limited and Idea Cellular Tower Infrastructure Limited (collectively referred to as'The Transferor Companies') and erstwhile Indus Towers Limited (referred to as 'erstwhile Indus' or 'TheTransferee Company'), jointly filed an application for sanctioning a scheme of arrangement ('the Scheme')under Section 391 to 394 of the Companies Act, 1956. The Scheme was sanctioned by the Hon'ble HighCourt of Delhi vide its order dated April 18, 2013. The Scheme had become operative from June 11, 2013upon filing of certified copy of the order of the Hon'ble High Court with the Registrar of Companies, Delhiwith an appointed date of April 1, 2009.
Pursuant to the terms of the Scheme, with effect from the appointed date, the Transferee Company recordedall assets of the Transferor Companies at fair value, all the liabilities and reserves at their book value andissued its equity shares to the shareholders. The excess of net value of assets, liabilities and reserves takenover and the consideration payable, has been transferred to a General Reserve account arising out of theScheme. Accordingly, the General Reserve of ' 73,792 Million was recognised on account of fair valueadjustments as on April 1, 2009. Further, the General reserve amounting to ' 71,050 Million was transferredfrom Bharti Infratel Ventures Limited and Idea Cellular Towers Infrastructure Limited to erstwhile IndusTowers Limited under the Scheme. The resultant total General Reserve recorded in erstwhile Indus TowersLimited amounted to ' 144,842 Million as on April 1, 2009.
The General Reserve account of the Transferee Company created pursuant to the Scheme shall be treatedas free reserve for all intents and purposes, including, without limitation, as may be decided by the Boardof Directors, including for amortisation of any merger related expenses or losses, issuance of bonusshares, off-setting any additional or accelerated depreciation related to the fixed assets transferred tothe transferee company pursuant to the Scheme, lease equalization reserve, asset retirement obligations,deferred tax assets or liabilities, as the case may be, any other expenses, impairment, losses or write-offsand any other permitted purposes and shall form part of the net worth of the Transferee company.
Further, pursuant to merger of erstwhile Indus with the Company (refer note 3), such General Reserveamounting to ' 73,257 Million has been recognised in the Company at the carrying value on the effectivedate of merger i.e., November 19, 2020. As prescribed under the scheme, such general reserve had beenutilised for additional or accelerated depreciation related to the fixed assets transferred pursuant to theScheme. Had the scheme approved by the Hon'ble High Court of Delhi did not prescribe the accountingtreatment mentioned above, these amounts would have been recognized in the statement of profit and loss.
c) Capital reserve arising out of slump purchase of assets
The wholly owned subsidiary of the Company erstwhile Bharti Infratel Ventures Limited ('BIVL') had acquiredcertain assets and liabilities from the Company as a going concern on slump sale basis for no considerationas on December 31, 2011. Pursuant to this, BIVL had recognised total assets amounting to ' 4,695 Million,total liabilities of ' 159 Million and the resultant difference of ' 4,536 Million has been recognised as aCapital Reserve. Further, pursuant to Indus Scheme (refer note 47(b)), and thereafter merger of erstwhileIndus Towers Limited ('erstwhile Indus') with the Company (refer note 3) and upon transfer of all theassets, liabilities and reserves of BIVL to erstwhile Indus and from erstwhile Indus to the Company suchcapital reserve has been recognised at the carrying value in the books of the Company.
(v) Reason for shortfall: The amount has been incurred/spent on the ongoing projects through theeligible partners.
(vi) The CSR amount has been spent on: Thematic areas of education and skill development, diversity &inclusion, digital and creative literacy, sanitation, health and hygiene (nari samman), sustainable growthfocusing on environment sustainability including research & development, local community needswhich also includes disaster relief initiatives, monitoring, impact assessment and administration etc.
*The budgeted spent for the year ended March 31, 2026 is ' 1,624 Million increased by ' 418 Million and' 32 Million on account of unspent obligation for the year ended March 31, 2025 and March 31, 2024respectively. The budgeted spent for the year ended March 31, 2025 was ' 1,647 Million increased by ' 151Million on account of unspent obligation for the year ended March 31, 2024.
The remaining unspent money of ' 756 Million pertaining to the year ended March 31, 2026 (March 31,2025: ' 418 Million) has been (was) transferred to a separate bank account as per section 135 (6) of theCompanies Act, 2013.
(ii) I n addition to above, during the year ended March 31, 2025, Charity and donation included ' 300 Millionpaid to Prudent Electoral Trust.
49 Financial risk management objectives and policies
The Company's principal financial liabilities comprise loans and borrowings, lease liabilities, trade payables,security deposits received, etc. The main purpose of these financial liabilities is to manage finances forthe Company's operations. The Company's principal financial assets include investment in mutual fundsand Government Securities, trade receivables, unbilled revenue, cash and cash equivalents, securitydeposits paid, etc.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior managementoversees the management of these risks. The senior professionals working to manage the financial risksand the appropriate financial risk governance frame work for the Company are accountable to the Boardof Directors and Audit & Risk Management Committee. This process provides assurance to the Company'ssenior management that the Company's financial risk-taking activities are governed by appropriatepolicies and procedures and that financial risks are identified, measured and managed in accordance withCompany's policies and Company's risk appetite. It is the Company's policy that no trading in derivativesfor speculative purposes shall be undertaken. The Board of Directors reviews and agrees policies formanaging each of these risks which are summarised below:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate becauseof changes in market prices. Market prices comprise three types of risk: interest rate risk, foreign currencyrisk and price risk. Financial instruments affected by market risk include interest bearing investment inmutual funds, Government Securities, fixed deposits and loans and borrowings etc.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective marketrisks. This is based on the financial assets and financial liabilities held at March 31, 2026 and March 31, 2025.
The Company's exposure to financial risks is to a variety of financial risks, including the effect of changes inforeign currency exchange rates, if any. The Company uses derivative financial instruments such as foreignexchange contracts to manage its exposures and foreign exchange fluctuations, if any.
I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates.
The Company had invested in Government securities which will fetch a fixed rate of interest, hence,the income and operating cash flows are substantially independent of changes in market interest rates.The Company's exposure to the risk of changes in market interest rates relates primarily to the Company'slong-term debt obligations with floating interest rates, which are included in interest bearing loans andborrowings in these financial statements. Further, the short-term borrowings of the Company do not havea significant fair value or cash flow interest rate risk due to their short tenure.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates oflong-term debt obligations with floating interest rates. A change of 100 basis points in interest rates forvariable rate instruments at the reporting date would have increased/(decreased) profit or loss for thebelow years by the amounts shown below. With all other variables held constant, the Company's profitbefore tax is affected through the impact on floating rate borrowings, as follows:
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in foreign exchange rates.
The Indian Rupee is the Company's functional currency. As a consequence, the Company's results arepresented in Indian Rupee and exposures are managed against Indian Rupee accordingly. The Companyhas foreign currency exposure mainly due to incurrence of some expenses and loan given to it's foreignsubsidairies. The Company may use foreign exchange option contracts or forward contracts towardsoperational exposures resulting from changes in foreign currency exchange rates exposure. These foreignexchange contracts, carried at fair value, may have varying maturities depending upon the primary hostcontract requirement.
The Company manages its foreign currency risk if any, by hedging appropriate percentage of its foreigncurrency exposure, as per approved established risk management policy.
The Company exposure to foreign currency exchange risk as at reporting date, expressed in ' , is as follow:
Customer credit risk is managed in accordance with Company's established policy, procedures and controlrelating to customer credit risk management. Trade receivables are non-interest bearing and due after15/21/45 days from the date of invoice. The Company is entitled to demand interest, wherever applicablein case the customer does not pay within the due date. Outstanding customer receivables are regularlymonitored. The ageing analysis of trade receivables as of the reporting date is as follows:
The sensitivity disclosed in the above table is mainly attributable to foreign exchange gains/(losses) ontranslation of USD denominated financial assets and financial liabilities as at the reporting date.
The above sensitivity analysis is based on a reasonably possible change in the underlying foreign currencyagainst the respective functional currency while assuming all other variables to be constant.
Based on the movements in the foreign exchange rates historically and the prevailing market conditions asat the reporting date, the Company's management has concluded that the above mentioned rates used forsensitivity are reasonable benchmarks.
The Company invests its surplus funds in various Government securities, taxable and tax free quoted debtbonds, liquid & Money Market schemes of mutual funds (liquid investments) and higher duration shortterm debt funds.
These are susceptible to market price risk, mainly arising from changes in the interest rates or market yieldswhich may impact the return and value of such investments. The Company manages the price risk throughdiversification from time to time.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customercontract, leading to a financial loss. The Company is exposed to credit risk from its operating activities(primarily for trade and other receivables) and from its financing activities, including deposits with banksand financial institutions, and other financial instruments. Management has a credit policy in place and theexposure to credit risk is monitored on an ongoing basis.
Credit risk from balances with banks and financial institutions is managed by Company's treasuryin accordance with the approved policy. Investment of surplus funds are made only with approvedcounterparties who meet the minimum threshold requirements under the counterparty risk assessmentprocess. Based on its on-going assessment of counterparty risk, the Company adjusts its exposure tovarious counterparties. The Company's maximum exposure to credit risk for the components of the BalanceSheet at March 31, 2026 and March 31, 2025 is the carrying amounts as given in note 43.
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateralobligations without incurring unacceptable losses. The Company's objective is to, at all times maintainoptimum levels of liquidity to meet its cash and collateral requirements. The Company principal sources ofliquidity are cash and cash equivalents and the cash flow generated from operations. The Company closelymonitors its liquidity position and deploys a robust cash management system.
The Company manages its capital structure and makes adjustments to it, in light of changes in economicconditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment toshareholders, return capital to shareholders or issue new shares.
I n order to achieve this overall objective, the Company's capital management, amongst other things,aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowingsthat define capital structure requirements. There have been no breaches in the financial covenants of anyinterest-bearing loans and borrowing in the year ended March 31, 2026.
50 The Company entered into a “Business Transfer Agreement (BTA)” on February 07, 2025 for acquisitionof the passive infrastructure business undertaking by way of a slump sale from Bharti Airtel Limited, theparent company. The transfer of business undertaking was completed on March 24, 2025 with discharge ofpurchase consideration as per the terms of the BTA.
The Company had accounted for the above-mentioned acquisition in accordance with the Appendix C ofInd AS 103 “Business Combinations” as a common control transaction. Accordingly, the respective assetsand liabilities of the passive in frastructure business undertaking were recorded in line with requirementsof Ind AS 103 “Business Combinations”, at their carrying amounts as appearing in the financial statementsof Bharti Airtel Limited as on November 19, 2024, the date on which control relationship was establishedbetween the Company and Bharti Airtel Limited, even though the actual transfer was completed onMarch 24, 2025.
The standalone statement of profit and loss for the year ended March 31, 2025 included net loss (operatingexpenses including depreciation) of ' 1,746 Million from November 19, 2024 to March 31, 2025 (net profitof ' 81 Million from March 24, 2025 to March 31, 2025) related to financial results of the above-mentionedpassive infrastructure business undertaking.
Further, the Company considered a purchase consideration of ' 19,820 Million and recognised ' 18,050Million as 'Common Control Reserve' on a provisional basis, which was subject to adjustment for the sitecount and category of sites as per the BTA.
On March 24, 2025, the Company paid an amount of ' 18,288 Million to Bharti Airtel Limited and deposited' 2,032 Million (subject to deduction of ' 500 Million relating to adjustments to be made for site count andcategory of sites identified till March 31, 2025) into the Escrow Account as per the terms of the BTA.
During the year ended March 31, 2026, as required under the terms of the BTA, the reconciliation ofsite count and category of sites was completed, and such reconciliation has resulted in a reduction tothe estimated purchase consideration with a corresponding impact (along with an adjustment to thecarrying value of net assets acquired) on the 'Common Control Reserve' by ' 910 Million. As the impactof the adjustment is not material, it has not been adjusted retrospectively as required under Ind AS 103“Business Combinations”.
Further, as per the BTA, the balance consideration has been released from the Escrow Account to BhartiAirtel Limited after considering above adjustments.
The company has evaluated the tax implications and has not recognised deferred tax assets (net) relatedto the acquisition of the business undertaking in statutory books of accounts on a prudent basis.
53 The Company has used an accounting software for maintaining its books of account for the financial yearended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same hasoperated through the year for all relevant transactions recorded in the software. Further, the Company didnot come across any instance of the audit trail feature being tampered with for the period in which the saidfeature was enabled and operating.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements forrecord retention for the period for which it was enabled and operated.
54 A large customer of the Company accounts for a significant part of revenue from operations for the quarterand year ended March 31, 2026, and constitutes a significant part of outstanding trade receivables andunbilled revenue as at March 31, 2026.
The said customer in its latest published unaudited financial results for the quarter and nine months endedDecember 31, 2025, reported the updates on financial performance, financial position and funding status.Based on the recent developments with respect to AGR matter, it is confident of generating sufficient cashflow from operations to meet its obligations payable over the next 12 months as and when they fall due.Accordingly, the said customer prepared its financial results on a going concern basis.
The customer is paying an amount equivalent to monthly billing to the Company. The Company continuesto recognise revenue from operations relating to the customer for the services rendered, however, theCompany does not recognise revenue equalisation asset on account of straight lining of lease rentalsconsidering the customer's financial condition.
The Company will continue to monitor the financial condition of the said customer. The managementbelieves that the carrying amount of receivables (including unbilled revenue) and property, plant andequipment as at March 31, 2026, related to the said customer will be recovered in normal course of business.
55 During the previous year, the Company received a favourable order from the Income Tax Appellate Tribunal(“ITAT”) for the assessment year 2010-11, allowing the appeal on issues primarily related to the disallowanceof (a) depreciation on Passive Infrastructure Assets transferred under a scheme of arrangement, (b)provision for expenditure and (c) amortisation of asset retirement obligation, etc.
Based on the aforesaid order, the Company reassessed the income tax provisions recognised in its booksof account up to that date and accordingly recognised a reversal of ' 1,366 Million in the current taxexpense relating to earlier periods. This also resulted in a reduction of contingent liabilities amounting to' 37,572 Million.
56 During the previous year, the Company received a favourable order from the Hon'ble Supreme Court,dated November 20, 2024, in relation to the ongoing litigation pertaining to the disallowance of CENVATcredit in the pre-GST regime, wherein the Court upheld that the towers were movable in nature.
Further, the Company had received a show cause notice (“SCN”) from the Directorate General of GSTIntelligence, Ghaziabad (“DGGI”), under Section 74 of the Central Goods and Services Tax Act, 2017(“CGST Act”), on a pan-India basis (except for six states where proceedings had been initiated earlier) forthe financial years from 2017-18 to 2023-24, proposing disallowance of Input Tax Credit (“ITC”) on passive
infrastructure assets (“PIA”) such as DG sets, battery banks, air conditioners, etc., amounting to ' 54,546Million, alleging that the PIA were an integral part of towers.
The aforesaid SCN was quashed by the Hon'ble Delhi High Court, following the principles arising out of theHon'ble Supreme Court judgment, wherein the Court held that the exclusion of towers under Section 17(5)of the CGST Act from plant and machinery was not applicable and, accordingly, the ITC stood allowed ontowers (including PIA).
Accordingly, the Company decapitalised ' 6,598 Million relating to GST that had been capitalised as part ofproperty, plant and equipment for the period from April 1, 2020 to December 31, 2024, and recognised acorresponding ITC asset of the same amount. This resulted in a reversal of depreciation amounting to ' 650Million on such assets for the aforesaid period.
Further, the Company availed ITC on civil foundation amounting to ' 2,936 Million for the period fromApril 1, 2023 to March 31, 2025, to protect the GST claim, and kept the same unutilised to mitigate interestexposure. Additionally, the Company created a provision against such ITC on civil foundation, which wasaccounted for under property, plant and equipment. There was no impact on the statement of profit andloss on account of this matter.
The Company also made corresponding changes in the income tax returns and computations for therelated periods.
57 During the year ended March 31, 2026, the Company has extended loans and advances to its direct whollyowned subsidiary, Indus Towers FZE. Indus Towers FZE has in turn extended loans and advances to itsdirect wholly owned subsidiaries, as detailed below:
These loans and advances have been extended solely to meet the operational and infrastructure fundingrequirements of the respective overseas subsidiaries in the ordinary course of business and with anunderstanding, whether recorded in writing or otherwise, that such funds would not be further lent,invested, or provided by way of guarantee or security to any other person or entity identified by or onbehalf of the Company or any funding party (ultimate beneficiary).
Other than as disclosed in the Standalone financial statements, no funds have been advanced or loanedor invested (either from borrowed funds or share premium or any other sources or kind of funds) by theCompany to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with theunderstanding that the intermediary shall lend or invest in party identified by or on behalf of the Company(Ultimate Beneficiary).
The Company has not received any fund from any party(s) (Funding Party) with the understanding thatthe Group shall whether, directly or indirectly lend or invest in other persons or entities identified by or onbehalf of the Company (Ultimate Beneficiary) or provide any guarantee, security or the like on behalf ofthe ultimate beneficiaries.
58 The Company did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses.
59 Effective November 21, 2025, the Government of India (“GOI”) has consolidated multiple existing labourlegislations into a unified framework comprising four Labour Codes collectively referred to as the 'NewLabour Codes'. Under Ind AS 19 “Employee Benefits”, changes to employee benefit plans arising fromlegislative amendments constitute a plan amendment, requiring recognition of past service cost immediatelyin the statement of profit and loss.
The New Labour Codes have resulted in an estimated one-time increase in the provisions for employeebenefits amounting to ' 74 Million during the year ended March 31, 2026, pursuant to refinement ofestimates. The total impact has been recognised as employee benefit expense during the year.
The GOI is in the process of notifying related rules to the New Labour Codes and the impact of these willbe evaluated and accounted for in the period in which they are notified.
60 On September 02, 2025, the Board of Directors approved the Company's expansion into the Africanmarkets, beginning with Nigeria, Uganda, and Zambia. The Company has incorporated one direct whollyowned subsidiary (UAE Intermediate Parent) and three indirect wholly owned subsidiaries in the UnitedArab Emirates (UAE entities). During the year ended March 31, 2026, the Company has infused equity ofAED 300,000 (' 7.55 Million) and provided a shareholder loan of USD 2.1 Million (' 190.32 Million) to thedirect wholly owned subsidiary.
Further, the Company has incorporated three wholly owned subsidiaries of UAE Intermediate Parent inUAE and three wholly owned subsidiaries in Africa under the respective UAE entities.
On April 28, 2026, the Company has incorporated Indus Towers Global Ventures IFSC Limited, a whollyowned subsidiary of Indus Towers Limited in GIFT City, Gujarat, India, to serve as an investment holdingcompany for the Company's overseas subsidiaries.
61 During the year ended March 31, 2023, the Company issued 15,000 rated, listed, unsecured, redeemablenon-convertible debentures (“NCDs”) aggregating ' 15,000 Million, comprising 15,000 NCDs of face value' 1,000,000 each, in three series (Series I: ' 7,500 Million (7,500 NCDs), Series II: ' 3,750 Million (3,750NCDs) and Series III: ' 3,750 Million (3,750 NCDs). The NCDs carried a fixed coupon rate of 8.20% perannum payable annually and payable on maturity along with principal. Series I, II and III were scheduled tomature on December 7, 2024, June 7, 2025 and December 7, 2025, respectively.
The Company repaid Series I on its maturity dates. During the year March 31, 2026, the Company hasrepaid the remaining Series II and series III NCDs amounting to ' 3,750 Million respectively. Consequently,there are no NCDs outstanding as on March 31, 2026.
62 On April 30, 2026, the Board of Directors of the Company has recommended a final dividend of ' 14 perequity share of face value ' 10 each (aggregating to ' 36,934 Million) for the year ended March 31, 2026,subject to the approval of shareholders at the ensuing Annual General Meeting.
63 Additional regulatory information:
(i) No proceeding has been initiated or pending against the company for holding any benami propertyunder the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) The Company has not been declared as willful defaulter by any bank or financial Institutionor other lender.
(iii) There are no transaction which has been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act, 1961.
(iv) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
(v) The Company has not traded or invested in crypto-currency or virtual currency during the financial year.
(vi) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Actread with Companies (Restriction in number of Layers) Rules, 2017.