We have audited the accompanying standalone
financial statements of Indus Towers Limited ("the
Company”), which comprise the Standalone Balance
Sheet as at March 31, 2025, and the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement
of Changes in Equity and the Standalone Statement
of Cash Flows for the year then ended, and notes
to the financial statements, including a summary of
material accounting policies and other explanatory
information (hereinafter referred to as "the standalone
financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("the Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended, from time to time, ("Ind AS”)
and other accounting principles generally accepted
in India, of the state of affairs of the Company as at
March 31, 2025, and its profit, its total comprehensive
income, its changes in equity and its cash flows for the
year then ended.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing ("SAs”) specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor's Responsibility
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India ("ICAI”) together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current year. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. We have determined the matters
described below to be the key audit matters to be
communicated in our report:

Information Other than the Financial
Statements and Auditor’s Report Thereon

• The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Business Responsibility and Sustainability Report,
Management Discussion and Analysis Report,
Board's Report including Annexures to the Board's
Report and Report on Corporate Governance,
but does not include the consolidated financial
statements, the standalone financial statements
and our auditor's reports thereon.

• Our opinion on the standalone financial
statements does not cover the other information
and we do not express any form of assurance
conclusion thereon.

• I n connection with our audit of the standalone
financial statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements or our knowledge obtained during the
course of our audit or otherwise appears to be
materially misstated.

• If, based on the work we have performed, we
conclude that there is a material misstatement of
this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management and Board
of Directors for the Standalone Financial
Statements

The Company's Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance including other
comprehensive income/(loss), changes in equity and
cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted
in India. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the financial statements that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements,
management and the Board of Directors are responsible
for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the Board of Directors
either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Company's Board of Directors are also
responsible for overseeing the Company's financial
reporting process.

Auditor’s Responsibility for the Audit of
the Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion
on whether the Company has adequate internal
financial controls with reference to standalone
financial statements in place and the operating
effectiveness of such financial controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management.

• Conclude on the appropriateness of
management's use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor's report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative

factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the standalone financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal
financial controls that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by Section 143(3) of the Act, based

on our audit, we report that:

a) We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the purposes of our audit of the
aforesaid standalone financial statements.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books, except for
complying with the requirement of audit trail
for specific period during the year, as stated
in (i)(vi) below.

c) The Standalone Balance Sheet, the
Standalone Statement of Profit and Loss
including Other Comprehensive Income/
loss, the Standalone Statement of Changes
in Equity and the Standalone Statement of
Cash Flows dealt with by this Report are
in agreement with the books of account
maintained for the purpose of preparation of
the standalone financial statements.

d) In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on
March 31, 2025 taken on record by the
Board of Directors, none of the directors is
disqualified as on March 31, 2025 from being
appointed as a director in terms of Section
164(2) of the Act.

f) The modification relating to the maintenance
of accounts related to audit trail for a specific
period, is as stated in paragraph (b) above.

g) With respect to the adequacy of the
internal financial controls with reference to
the standalone financial statements of the
Company and the operating effectiveness of
such controls, refer to our separate Report
in “Annexure A”. Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company's
internal financial controls with reference to
the standalone financial statements.

h) With respect to the other matters to be
included in the Auditor's Report in accordance
with the requirements of section 197(16) of
the Act, as amended,

In our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is
in accordance with the provisions of section
197 of the Act.

i) With respect to the other matters to be
included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended in our
opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements. Refer note 40 (b) of the
standalone financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses. Refer note 58 of the
standalone financial statements.

iii. There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company. Refer note 49 of
the standalone financial statements.

recording audit trail (edit log) facility
and the same has operated for a part
of the year for all relevant transactions
recorded in the software.

Further, during the course of our audit, we
did not come across any instance of the audit
trail feature being tampered with, in respect
of aforesaid accounting software for the
period for which the audit trail feature was
enabled and operating. (refer note 56 to the
standalone financial statements).

In respect of an accounting software,
operated by a third-party software service
provider, based on an independent auditor's
System and Organization controls report
which covers the requirements of audit
trail for the period from April 1, 2024 to
December 31, 2024 the audit trail (edit log)
facility has operated from April 1, 2024 till
December 31, 2024. No instance of audit
trail feature being tampered with has been
reported in such independent auditor's report
for the aforesaid period. In the absence of
such auditor's report covering the audit trail
requirement for the remaining period, we are
unable to comment on whether the audit
trail feature of the said software was enabled
and operated from 1 January 2025 till 31
March 2025, for all relevant transactions
recorded in this software and whether there
was any instance of the audit trail feature
been tampered with.

As audit trail feature was not enabled for
the year ended March 31, 2024, reporting
under Rule 11 (g) of the Companies (Audit
and Auditors) Rules, 2014 on preservation of
audit trail as per the statutory requirements
for record retention does not arise (Refer note
56 to the standalone financial statements).

2. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order”) issued by the Central
Government in terms of Section 143(11) of
the Act, we give in "Annexure B” a statement
on the matters specified in paragraphs 3 and
4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm's Registration No. 117366W/W-100018)

Anup Kumar Sharma

Partner

(Membership No. 063828)
(UDIN: 25063828BMJDHD3980)

Place: Gurugram

Date: April 30, 2025