Rites Ltd

To,

The Members,

The Directors present the 51st Annual Report of RITES Limited (the Company or RITES) along with the audited financial statements for the financial year ended March 31st, 2025 and Auditor's Report thereon.

The financial performance during the year under review (FY24-25) as compared to the previous year is summarised below:

(C in crore)

The Financial Year 2024–25 marked a year of strategic progress and operational resilience for RITES as it continued to build on five decades of engineering excellence. Driven by its commitment to delivering integrated, end-to-end infrastructure solutions, the Company made significant strides in expanding its domestic and global footprint, diversifying its service offerings, and strengthening its future-ready capabilities.

RITES sustained its role as a trusted partner of choice across the transport infrastructure spectrum while reinforcing its global presence. The year also witnessed enhanced focus on digital transformation, sustainable development, and strategic collaborations to unlock long-term value for all stakeholders.

During FY24-25, the Company recorded consolidated revenue of 2,323.52 crore, and a profit after tax of 423.66 crore reflects the Company's ability to leverage its core strengths and deliver consistent performance despite a dynamic market environment. On a standalone basis, the Company achieved a total revenue of 2,243.16 crore, and a profit after tax of 380.22 crore. The Company ended the year with highest ever order book of 8877 crore.

With the growing emphasis on developing integrated, resilient, and sustainable transportation networks — aimed at decongesting cities and promoting sustainable urban growth — RITES is well positioned to seize emerging opportunities in technical consultancy and the export of indigenously developed, customised rolling stock. Guided by its ‘ADAPT' mantra and powered by a 2,700+ strong talent pool, RITES continues to demonstrate agility, innovation, and operational resilience, firmly positioning itself for sustained growth.

FY24-25 was a year that tested agility and rewarded precision and RITES rose to the challenge with focused execution and strategic adaptability across all its business verticals. The Company delivered a resilient performance, with consultancy continuing to serve as the cornerstone of revenue generation. This performance is a testament to RITES' core strength, operational framework and ability to recalibrate in the evolving market dynamics.

With highest ever revenue, Leasing segments continued to deliver steady growth, reinforcing RITES' capabilities in end-to-end project execution. While export revenues faced cyclical challenges, RITES maintained its momentum by securing one export order each quarter, marking strategic wins from South Africa, Mozambique, and Bangladesh. Notably, the Mozambique order for 10 locomotives was RITES' first export secured through global competitive bidding a direct result of sustained and targeted outreach to prospective international markets.

In a standout achievement, RITES sustained its ‘one order a day' streak, reflecting strong client trust, robust business development, and sustained market relevance. This consistent order inflow served as a key growth engine, even as macroeconomic uncertainties created margin pressures. Demonstrating its ‘Dare-to-Dream' approach, RITES strategically shifted its focus toward high-margin domestic consultancy projects, which played a crucial role in mitigating the impact of external pressures on operating revenue and profitability. This deliberate pivot not only helped cushion financial performance but also reaffirmed the Company's commitment to high-impact execution.

Also, RITES' subsidiary REMC Limited, which has a mandate to handle the power procurement under ‘open access' for Indian Railways, besides handling renewable energy and energy-efficiency projects, achieved turnover of 140.47 crore and profit after tax of 79.31 crore during the year. It paid an interim dividend of 60.90 crore ( 5.80 per share) and the REMC Board of Directors has recommended final dividend of 17.54 crore ( 1.67 per share), subject to the approval of shareholders.

During the financial year, RITES' Joint Venture, SAIL-RITES Bengal Wagon Industry Private Limited, manufactured 1019 wagons (906 BOXNHL and 113 BOXNR). It clocked revenue of 359.14 crore and profit after tax of 21.75 crore its highest in the last four financial years. An interim dividend of 9.60 crore ( 2.00 per share) was distributed.

RITES' foreign subsidiary, RITES (Afrika) (Proprietary) Limited, based in Botswana, continued to build on its track record of project execution in the region. It achieved a turnover of BWP 5.67 million ( 3.48 crore) and a net profit after tax of BWP 0.104 million ( 0.06 crore) during FY24-25.

Now, as India charts its course towards Viksit Bharat@2047, RITES remains committed to being a key enabler in the transport infrastructure transformation. With a diversified service portfolio, strong capabilities, growing engagement through the ‘RITES Videsh' initiative and a future-ready mindset, the Company is poised to contribute meaningfully to national priorities such as sustainable mobility, green infrastructure, and digital integration. Looking ahead, the Company will continue to build on its legacy of excellence delivering projects that not only move people and goods, but also power progress and "shape what shapes lives".

There was no material change in the nature of business of the Company during FY24-25.

The Reserves & Surplus of the Company as on 31.03.2025 stands at 2,052.70 crore against 2,256.87 crore (excludingCRR) previous year. During the year, the Company transferred

115.30 crore from General Reserves, 115.30 crore from Retained Earnings and 9.70 crore from Capital RedemptionReserves for issuing bonus shares.

Based on your Company's performance, the Directors have declared three interim dividends, during FY24-25, aggregating to 4.90 per equity share (first interim dividend was declared on 24.03 crore equity shares prior to the issue of bonus shares, while the subsequent two interim dividends were declared on 48.06 crore equity shares post the issue of bonus shares). They have also recommended a final dividend of 2.65 per equity share. If approved, the total dividend for FY24-25 amounts to 362.86 crore (i.e. 7.55 per share), which is75.50% of paid-up share capital of the Company.

The total dividend paid during the year works out to be 355.65 crore which includes 120.15 crore as the final dividend for FY23-24 and 235.50 crore as interim dividends for FY24-25.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is available on the Company's website at https://www.rites.com/Upload/upload/misc/Balancesheet/ Dividend-Distribution-Policy070619.pdf

During the year, no presidential directive has been received by the Company in relation to the Company's business.

The Company has not accepted any public deposits during FY24-25.

There have been no material changes or commitments affecting the financial position of the Company during FY24-25 or after the end of the financial year up to the date of this report.

During FY24-25, the authorised share capital of the Company was increased from 300 crore to 600 crore. The present authorised share capital is 600 crore divided into 60 crore equity shares of 10/- each. During the year under review, the paid-up share capital of the Company has been increased from 240.30 crore to 480.60 crore, consequent to the issue of bonus shares in the ratio of 1:1.

During the year Committee comprising CMD, as Chairman, and Director (Finance), as Member, allotted bonus shares in the ratio of 1:1 on September 21, 2024 and the committee was dissolved. The Company has shares in Bonus 2024 Suspense Escrow Account and the details of this account as on March 31, 2025 is as under:

The Company has complied with the provisions relating to the Investor Education and Protection Fund (IEPF) under the Companies Act, 2013 and the rules made thereunder. The

Company Secretary is the Nodal Officer to deal with the IEPF Authority and compliance related thereto. As on March 31, 2025, no amount is due for transfer to IEPF and details of unclaimed dividend are available on the Company website. During the year under review, the Company was not required to transfer any unclaimed dividend to IEPF. The details of IEPF have been disclosed in the Report on Corporate Governance (Annexure- A) and on the Company's website.

Evaluation of MoU performance (on Consolidated Basis) for the Year 2023-24 as per Department of Public Enterprises (DPE) parameters is finalised and the Company secured a rating of “Very Good” for the year 2023-24 based on the evaluation of parameters laid down in the Memorandum of Understanding (MoU) signed between RITES and the Ministry of Railways.

The Company signed MoU with the Ministry of Railways for 2024-25 and its evaluation is under process with DPE.

The MoU for FY24-25 includes the following parameters along with their compliance status, as under:

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilised by the recipients are provided in the standalone financial statement (Please refer to Note No. 7, 8, 16 & 17 of the Standalone Financial Statements).

1. Board of Directors

As on March 31, 2025, the Company had 6 Directors comprising four (4) Functional Directors and two (2) Government Nominee Directors as per details given below:

? Mr. Rahul Mithal, Chairman & Managing Director (DIN: 07610499)

? Mr. Arun Kumar Singh, Director (Projects) (DIN: 09747776), ceased w.e.f. 05.05.2025

? Dr. Deepak Tripathi, Director (Technical) (DIN: 10090267)

? Mr. Krishna Gopal Agarwal, Director (Finance) (DIN: 10239667)

? Mr. Shailendra Singh, Government Nominee Director (DIN: 07083410)

? Mr. Sandeep Jain, Government Nominee Director (DIN: 09435375)

The details of present Directors of the Company are as under:

? Mr. Rahul Mithal, Chairman & Managing Director (DIN: 07610499)

? Dr. Deepak Tripathi, Director (Technical),

(DIN: 10090267), Director (Projects)- Additional

Charge w.e.f. 05.05.2025

? Mr. Krishna Gopal Agarwal, Director (Finance) (DIN: 10239667)

? Mr. Shailendra Singh, Government Nominee Director (DIN: 07083410)

? Mr. Sandeep Jain, Government Nominee Director (DIN: 09435375)

? Mr. Likha Togu, Independent Director (DIN: 09470640)

? Mr. Rajbir Sharma, Independent Director (DIN: 11105411)

? Dr. Dineshananda Goswami, Independent Director (DIN: 09394294)

? Ms. Purnima Kerketta, Independent Director (DIN: 11192904)

2. Key Managerial Personnel (KMP) (Section 203 of the Companies Act, 2013):

During the year under review there was no change in the Key Managerial Personnel of the Company. Mr. Rahul Mithal, Chairman & Managing Director and Chief Executive Officer; Mr. Arun Kumar Singh, Director (Projects) (ceased w.e.f. 05.05.2025); Dr. Deepak Tripathi,Director (Technical) (entrusted with the Additional Charge of the Director (Projects) w.e.f. 05.05.2025); Mr. KrishnaGopal Agarwal, Director (Finance) & Chief Financial Officer are the Whole Time Directors of the Company, along with Mr. Ashok Mishra, Company Secretary are the Key Managerial Personnel of the Company.

3. Details of Appointments/ Cessation/ Change of Directors and KMPs:

Appointment of Directors including Independent Directors is done by the Government of India from a pool of professionals in varied fields, with due verification of expertise, integrity and experience. During FY24-25, three (3) Independent Directors' tenure was completed and one (1) Independent Director resigned prior to completion of his tenure.

The Appointment/ Cessation/ Change of Directors and KMPs during the FY24-25 and presently is mentioned below:

Dr. Dineshananda Goswami (DIN: 09394294), Non-Official Independent Director, resigned from Board of the Company w.e.f. 22.10.2024 due to his candidature from Baharagora for Jharkhand Vidhan Sabha Election 2024. He was subsequently re-appointed as Additional Director (Independent Director) on the Board w.e.f. 07.07.2025 for a period of one year.

Mr. Laxman Tammanna Tapashi (DIN: 01838521) and

Dr. Godawari Mishra (DIN: 09394545), Non-Official Independent Directors, ceased to be Director of the Company w.e.f. 09.11.2024 due to the completion of their tenure.

Mr. Likha Togu (DIN: 09470640), Non-Official Independent Director, ceased to be Director of the Company w.e.f. 14.01.2025 due to completion of his tenure. He was subsequently re-appointed on the Board w.e.f. 15.04.2025 for a period of one year.

Mr. Arun Kumar Singh (DIN: 09747776), Director (Projects), ceased to be Director of the Company w.e.f. 05.05.2025 due to his resignation.

Mr. Rajbir Sharma (DIN: 11105411), Independent Director, was appointed on the Board w.e.f. 14.05.2025.

Ms. Purnima Kerketta (DIN: 11192904), Independent Director, was appointed on the Board w.e.f. 13.07.2025.

4. Number of Meetings of the Board

During FY24-25, five (5) meetings of Board of Directors were held. Details regarding dates and attendance at the Board meetings are provided in the Report on Corporate Governance which is enclosed at Annexure- A.

5. Declaration by Independent Directors

During FY24-25, the Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The declaration as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 has been received from Independent Directors.

6. Committees of the Board

Six Board-level Committees namely Audit Committee,

Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Project Investment Committee are functional.

The composition, number and date of meetings of these Committees held during the year along with the scope of the Committees are provided in the Report on Corporate Governance at Annexure- A.

7. Company's Policy on Director's Appointment and Remuneration

As per the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each Director to the median employee's remuneration and details of employees receiving remuneration exceeding the limit as prescribed from time to time in the Directors' Report

However, as per notification dated 05.06.2015 issued by the Ministry of Corporate Affairs (MCA), Government

Companies are exempted from complying with the provisions of Section 197 of the Companies Act, 2013 Therefore, such particulars have not been included as a part of Directors' Report.

8. Formal Annual Evaluation of Directors under Section 134 (3) (p) of the Companies Act, 2013

RITES being a Government Company, the formal annual evaluation of Chairman & Managing Director and Directors, is done by the Administrative Ministry.

9. Retirement of Directors by Rotation

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. As per Article 56(h) of the Articles of Association, all the

Directors, except Chairman & Managing Director and

Independent Director will be liable to retire by rotation

Accordingly, one-third among all other Directors shall retire by rotation. Accordingly, Mr. Krishna Gopal Agarwal, Director (Finance) having DIN: 10239667 being longest-serving in the office will retire by rotation and being eligible offers himself for reappointment.

In pursuance of Section 134 (5) of the Companies Act, 2013, The Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All contracts / arrangements / transactions entered by the Company during FY24-25 with related parties were in the ordinary course of business and at arm's length basis.

Your Directors draw attention of members to Note No. 43 of the Standalone Financial Statements which sets our related party disclosures. (The details of contracts entered with related parties in prescribed Form AOC-2 is placed at Annexure- I).

1. Subsidiaries

REMC Limited (51% holding of RITES) incorporated on August 16, 2013, is a Joint Venture with the Ministry of Railways (49% holding) for taking up various assignments/ tasks to develop potential business avenues in the field of power sector including Green Energy, power trading etc.

RITES has one wholly owned overseas subsidiary Company namely RITES (Afrika) (Proprietary) Limited, Botswana (100% holding) incorporated on January 16, 1991, and primarily engaged in design and project consultancy services in Botswana.

2. Joint Ventures

The Company has two joint ventures namely SAIL RITES Bengal Wagon Industry Private Limited (SRBWIPL) (50% holding in JV) and Indian Railway Stations Development Corporation Limited (IRSDC) (24% holding in JV). IRSDC is under Voluntary winding up.

A report on the performance and financial position of each subsidiary, associate and Joint Venture Company as per the provisions of Section 129 (3) of the Companies Act, 2013 in the prescribed format is provided with the consolidated financial statements and hence not repeated here for the sake of brevity.

3. Associates

The Company has two Associates namely MMG-Metro Management Group Limited (MMG) (24.5% holding) and Elicius Energy Private Limited (EEPL) (13% holding). MMG-Metro Management Group Limited is under the process of Voluntary Dissolution and RITES has already impaired the value of investment in it.

The Comptroller & Auditor General of India has appointed M/s. Pawan Puri & Associates, Chartered Accountants, as Statutory Auditor for FY24-25.

The Statutory Auditor's Report for FY24-25 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Integrated Annual Report.

The C&AG has undertaken Supplementary Audit in terms of Section 143 (6)(b) of the Companies Act, 2013 and has given Nil Comments on Annual Accounts of the Company for FY24-25.

During the year, there were no instances of fraud which require reporting by the Auditors to the Audit Committee or the Board, under Section 143(12) of the Companies Act, 2013.

The Company has appointed M/s. Akhil Rohatgi & Co., Company Secretaries to conduct Secretarial Audit for the FY24-25. The Secretarial Audit Report for the year has been placed at Annexure- III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following observations.

The observations made by the Secretarial Auditor, along with the corresponding management replies, are as follows:

The report of Secretarial Auditor is self-explanatory and does not require any further clarification.

Further with regard to number of Independent Directors & Woman Director, the Company has received notices from

Stock Exchanges levying fine on the Company. The Company has replied to Secretarial Auditor and Stock Exchanges that the appointment/ nomination of Directors including Independent Director is done by the Hon'ble President of India through Administrative Ministry i.e. Ministry of Railways. RITES has requested Ministry of Railways for inducting Independent Directors to have proper composition of Board.

The report of Secretarial Auditor is self-explanatory and does not require any further clarification.

Maintenance of Cost Records and requirement of Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business carried out by the Company.

Your Company has put in place adequate internal financial controls for ensuring the efficient conduct of its business in adherence with laid-down policies; the safeguarding of its assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information, which is commensurate with the operations of the Company. Effectiveness of Internal Financial Controls is ensured through management reviews, self-assessment and independent testing by an Independent Chartered Accountants Firm indicating that your Company has adequate Internal Financial Controls over Financial Reporting in compliance with the provisions of the Companies Act, 2013 and such Internal Financial Controls are operating effectively. The Audit Committee reviews the Internal Financial Controls to ensure its effectiveness in achieving the intended purpose. Statutory Auditor's Report on the Internal Financial Controls of the Company in terms of Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 is placed along with the Financial Statements.

As a part of its initiative under the Corporate Social Responsibility (CSR), the Company has undertaken CSR activities, projects and programmes broadly in accordance with Schedule VII of the Companies Act, 2013, applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any amendments thereto. The CSR activities as carried out by the Company is detailed in Annexure- II. The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments.

At RITES, social responsibility and sustainable development are seamlessly integrated throughout the organisation. RITES recognises its responsibility toward society and strives to work consistently for its betterment by taking actions to address societal challenges. It not only delivers one of the best technological supports in the field of transport infrastructure, but it does it in a transparent, sustainable & ethical manner to create a meaningful impact.

The Companies Act, 2013 which has brought the idea of CSR to the forefront and through its disclose-or-explain mandate, is promoting greater transparency and disclosure. Advocating Sustainable Development, RITES is committed to operate in an economically, socially and environmentally sustainable manner that is transparent and ethical. It applies to various Company activities, while operating in different social and environmental settings. In line with these principles, a total amount of 13.30 crore was spent during FY24-25 on various CSR initiatives.

Also, RITES has a strong corporate governance process in place to address industry standards and regulations as they emerge. In line with the CSR Policy of the Company, Guidelines on CSR issued by the DPE and provisions of Section 135 of the Companies Act, 2013, a Board-level Committee has been constituted to oversee the implementation of CSR and to assist the Board to formulate suitable policies & strategies in this regard. The composition of CSR Committee is detailed in Report on Corporate Governance (Annexure- A).

A report on CSR activities pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure- II.

RITES, as a consultancy organisation, is not a major electricity consumer but actively supports India's national commitment to source 50% of electricity from non-fossil fuels by 2030. Alongside its subsidiary REMC Limited, RITES promotes energy conservation both internally and through client advisory services.

RITES has deployed a total of 138 kWp solar power capacity across its offices in Kolkata, Lucknow, and at its Guest House in Gurugram, reinforcing its commitment to sustainable and green energy practices.

Both Kolkata and Lucknow offices employ Building Management Systems (BMS) for real-time control and monitoring, alongside smart metering and DALI sensor-controlled lighting to optimise energy use. Energy-efficient motors and equipment compliant with Energy Conservation Building Code (ECBC) standards have been installed.

Lift operations are regulated during off-peak hours to minimise power consumption. Staff are encouraged to adopt energy-saving behaviours, such as activating power-saving modes on office electronics, unplugging idle devices, and turning off printers and copiers when not in use.

Initiatives at the Gurugram 'Shikhar' office include maximising natural daylight use, maintaining optimal AC temperatures (24-25?C), sealing window and door leaks to prevent energy loss, regular AC and equipment maintenance, and reducing plug load by sharing appliances.

During FY24-25, the Company invested approximately 310.27 lakh in energy-efficient systems at Shikhar and Srijan, including installation of a 100 TR chiller plant, LT & PLC panels, VRF systems, and replacement of passenger lifts.

The Company is advancing digital transformation by moving towards paperless processes, utilising e-office, SAP, and employee self-service portals to reduce paper usage and associated energy consumption.

These initiatives are aligned with India's National Action Plan on Climate Change (NAPCC), the Panchamrit commitments, Paris Agreement and global Sustainable Development Goals (SDGs), underscoring RITES' commitment to sustainable growth.

The innovative technology implementation for identification of problems and suggestive rehabilitation techniques/methods needs to be adopted for tunnels falling on the stretch of

Jammu Udhampur existing rail line section of Northern

Railway constructed using conventional tunnelling methods and operational since year 2005. The tunnels along this stretch, due to their age and construction techniques, have started experiencing multiple geological and structural challenges.

The integrated geological and geotechnical investigation techniques and hydrological calculations are adopted for the assessment and rehabilitation planning. Few tunnels have been facing significant water ingress issues, while some tunnels show signs of portal slope instability. One tunnel exhibits moderate water seepage while another tunnel have reduced overburden and internal hollowness have been observed in the tunnel lining section, posing long-term risks to tunnel stability and operational safety.

To understand these issues in depth, RITES initiated a comprehensive geological mapping exercise by the senior

Geologists within a 100-meter corridor on either side of the affected tunnels, followed by geophysical investigations (Figure-1) using state of art technology including Surface Resistivity Tomography (SRT) using Geomatrics Stratavisor seismograph instrument and Electrical Resistivity Tomography (ERT) using Terrameter LS resistivity instrument. The data was processed by using latest processing softwares i.e. Pickwin, Plotrefa and Res-2D (Figure-2). This was further complemented by confirmatory drilling to interpret the sub-surface strata conditions.

Analysis of the collected data revealed important observations such as zones of thick overburden material, seasonal and perennial nallas/rivers found in the vicinity of tunnels facing significant water ingress issues serving as source & contributing to high ingress water inside the tunnel and instability issues. At few locations, the case of mud pumping within track area was encountered which was due to blockage of side drain, while bulging of the Random Rubble Masonry (RRM) wall at another locations resulted due to pore pressure generated by water bearing zones recorded behind the slope cutting.

Based on the above studies & observations for various structures, a suitable rehabilitation scheme was designed for implementation accordingly..

The foreign exchange earned and the foreign exchange outgo in terms of actual inflows/ outflows during the year are as under:

Total foreign exchange earnings during the year under review was 54.73 crore (previous year 175.63 crore) and foreign exchange outgo was 27.90 crore (previous year 17.22 crore). This resulted in net foreign exchange earnings of 26.83 crore (previous year 158.41 crore).

RITES upholds a strong commitment to sustainability by integrating environmental stewardship, resource efficiency, and green practices into its operations and consultancy services. The company advances eco-friendly initiatives through renewable energy deployment, energy-efficient systems, green buildings, sustainable water and waste management, and digitalisation to reduce its environmental footprint. As a leading infrastructure consultancy, RITES undertakes Feasibility Studies, Detailed Project Reports, and Environmental & Social Impact Assessments (ESIAs) in line with national regulations (MoEF&CC) and global standards (World Bank, ADB, JICA, EIB), ensuring that sustainability goals and mitigation measures are embedded throughout project lifecycles. With a focus on sustainable development, RITES has diversified into solid and used water management, clean air initiatives, ESG and BRSR activities, pollution abatement, lake and river rejuvenation, net-zero studies, and green mobility. Strategic partnerships with IIT-Kanpur (air quality management), IIT-Madras (green hydrogen and clean energy innovation), and NISE (renewable energy collaboration) have further strengthened its knowledge-driven approach. RITES also serves as the Technical Support Unit under SBM-Urban 2.0 for the Ministry of Housing & Urban Affairs, supporting legacy waste management, sludge treatment, water reuse, and system standardisation. It continues to provide consultancy for projects such as the ESIA of the Millennium City Centre–Cyber City Metro Corridor in Gurugram, PMC services for Bengaluru Solid Waste Management Limited, and circular economy solutions for Oil India Limited's township in Duliajan, Assam.

In addition to client services, RITES has embedded sustainability into its own operations. Its Gurugram office complex ‘Srijan' is rated as a GRIHA Gold Standard Building, while the Kolkata office has achieved a four-star GRIHA Pre-Certification. Energy efficiency measures such as installation of solar panels,

LED lighting, skylights, and sensor-based fixtures are in place across offices, complemented by rainwater harvesting systems, sewage treatment plants, and compliance with all emission and waste norms. The organisation has also taken steps towards becoming a paperless workplace through adoption of e-office systems, SAP/ERP solutions, and e-procurement, reducing paper usage and moderating its carbon footprint.

As a consultant, RITES actively promotes non-polluting modes of transport such as metros and ropeways, and recommends clients adopt practices like treatment and reuse of wastewater, water conservation, solar energy deployment, use of recycled and local materials, fly ash utilisation, and enhancement of green cover. The company ensures that projects are planned to minimise ecological and social impacts while maintaining financial viability, with a focus on sound engineering practices that avoid disturbances to wildlife sanctuaries, water bodies, and protected/reserve forests.

In compliance with Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted a Risk Management Committee which acts in accordance with its terms and reference and oversees Risk Management Framework which lays down the procedures about the risk management and mitigation thereof.

The Company follows a consistent and comprehensive risk management strategy at all levels. Each Vertical/Region has a risk management team to assess and mitigate risks at the operational level.

Decisions taken on risk mitigation are implemented and reviewed regularly for effectiveness, for which a rigorous system of audits by internal as well as external auditors exists.

Company's Risk Management procedure covers all aspects which may affect its working like, changes in business environment, Government policies, competency requirements, manpower planning, safety of manpower, buildings and other assets, currency risk management, data security, cyber security etc.

RITES remains committed to nation-building through effective governance, transparency, and integrity in its operations. Vigilance, guided by the Chief Vigilance Officer, is upheld as a collective responsibility across the organisation, ensuring accountability, preventive checks, and systemic improvements. In FY24-25, 65 vigilance complaints were investigated with 49 finalised. A total of 44 preventive checks and inspections were conducted, leading to systemic corrections. Additionally, 11 preventive vigilance workshops were organised to foster ethical practices, while an online vigilance clearance system was implemented in SAP, reinforcing efficiency and transparency.

RITES observed Vigilance Awareness Week 2024 from 28th October to 3rd November on the theme ‘Culture of Integrity for Nation's Prosperity.' The week began with the integrity pledge by CMD, RITES, and a signature campaign across offices, followed by awareness initiatives through posters, banners, training sessions, and workshops led by internal and external experts, including CTE/ CVC. Competitions for employees and their wards added wider participation, with winners felicitated during the concluding programme, which also saw the release of the in-house vigilance journal Jagriti and an interactive session by Mr. Sailendra Singh, CTE/ CVC.

No significant or material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Annual Return as per Section 92 (3) of the Companies Act, 2013 is available on the website of the Company and can be accessed at https://www.rites.com/AnnualReturn1

Your Company has complied with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India (ICSI).

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016.

The Management Discussion and Analysis, detailing division-wise performance, forms an integral part of the Directors' Report and is provided as Annexure-B.

Your Company is committed to provide safe and secure work environment to its employees which is free from any kind of fear, intimidation, exploitation or harassment. A committee for Prevention of Sexual Harassment of Women at Workplace i.e.

Internal Complaint Committee (ICC) as per the Government guidelines exists in all major locations of the Company for implementing and enforcing the policy. We have adopted robust framework to counter any potential harassment or discrimination against women. The Company has a platform i.e. at https://www.rites.com/Complaint through which employees can register their complaints for speedy action. An

Internal Complaints Committee, as mandated under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is functional, and its composition is also displayed on the Company's website at https://www. rites.com/POSHCommitteemembers. Various programmes are conducted throughout the year on the topic for creating basic awareness among employees.

The summary of complaints received during the year is as under: No. of Complaints pending at the beginning of the year: Nil

No. of complaints of sexual harassment received in the year: Nil

No. of complaints disposed off during the year: Nil No. of complaints pending at the end of financial year: Nil No. of complaints pending for more than ninety days: Nil

Recognising the invaluable contributions of women to organisational success, our Company has reaffirmed its commitment to fostering gender diversity and inclusion. Women are leading numerous projects and occupying critical roles across various departments, underscoring their integral presence in our workforce. This initiative aligns with broader industry trends, where organisations are increasingly prioritising gender diversity in leadership roles.

On the International Women's Day 2025, we organised a series of programs aimed at building leadership skills among our female employees. A highlight of the event was a keynote address by Colonel Amarjot Kaur on Women Empowerment and Gender Sensitization , which was attended by a large number of our female employees. During this occasion, we launched the Women in Public Sector (WIPS) Forum for RITES and established a dedicated Committee to address issues related to the growth and development of our female employees. Throughout the year, we have undertaken several programs focusing on gender diversity and inclusion, prevention of sexual harassment at the workplace, and women empowerment. Regular health camps and health awareness sessions have also been conducted to cater to the specific needs of our female employees.

Maternity Benefits Act Compliances: The Company has complied with the provisions of the Maternity Benefits Act, 1961.

In line with the Official Language Policy of the Government of India and Railway Board directives, RITES has taken sustained measures to enhance the use of Hindi in official work across Corporate, Regional, Project, and Inspection Offices. Regular meetings of the Railway Board Official Language Implementation Committee and Official Language Implementation Committee, inspections by Parliamentary Committees, and training sessions in Hindi noting, drafting, and typing have improved Hindi correspondence and official communication. Hindi workshops were organised to familiarise employees with policy guidelines, rules, and award schemes, while proactive translation of reports, questionnaires, agendas, and other documents has strengthened compliance. RITES is an active member of Town Official Language Implementation Committee (TOLIC), Gurugram, and was awarded the 1st prize for excellence in Hindi implementation. Officers and staff also actively participated in TOLIC competitions, securing commendable positions.

‘Hindi Pakhwada' was celebrated with enthusiasm across all offices in September 2024. Competitions, seminars, and workshops were organised, and employees participated in the 4th Akhil Bhartiya Rajbhasha Sammelan at Bharat Mandapam, New Delhi. On Hindi Diwas, CMD's message was issued, and prizes were distributed to winners of competitions and incentive schemes, reinforcing RITES' commitment to promoting Hindi as a medium of official communication.

The Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC, EWS, Divyang and Women employees. It has provided reservation in recruitments to SC, ST, OBC, EWS and Divyang candidates and in promotions to SC, ST communities. SC, ST, OBC, EWS and Divyang candidates are provided due relaxation in eligibility conditions and application fee while applying for recruitment and qualifying standards in recruitment and due relaxations to SC, ST, Divyang (PwBD) in promotion. In selection Committees for recruitment, due representation is given to SC, ST, OBC, minorities and women members. During the year, 195 employees belonging to SC, ST, OBC, EWS and Divyang categories (regular and contract) were inducted. The employees belonging to these communities are given due representation in the elected body of employees i.e. Consultative Council for Enhancement of Rapport and Team Work (CONCERT).

RITES has been certified under the ISO 9000 series of Quality Management System (QMS) standards since 1999. The current system is documented in accordance with ISO 9001:2015 requirements. The QMS framework includes regular internal audits, Management Review Meetings, customer feedback analysis, and risk assessments to ensure ongoing compliance with applicable rules and regulations. As a result, it forms an integral part of the Company's internal control mechanisms. The system ensures delivery of high-quality service, promotes operational excellence, and supports continual improvement and effective risk management, aligning with international best practices.

RITES' ISO 9001:2015 certification has been awarded by M/s. NVT Quality Certification (NVTQC), accredited by ANAB (ANSI National Accreditation Board). During FY 2024–25, RITES successfully enhanced its Quality Management System (QMS) awareness and competence through the organisation of QMS Lead Auditor and Internal Auditor programs for working employees, introductory ISO 9001:2015 training for newly inducted staff, and focused interaction programmes for Management Representatives and Internal Auditors across all functional domains.

In addition, the RITES QA Vertical is accredited to ISO/ IEC 17020:2012 by the National Accreditation Board for Certification Bodies (NABCB), a constituent of the Quality Council of India (QCI). This accreditation ensures that its inspection services are aligned with international standards. The QA Vertical also operates material testing laboratories across various Regional Inspection Offices, which are accredited as per ISO/ IEC 17025:2017 for competence in testing and calibration.

Furthermore, QA Verticals of RITES to ISO/ IEC 17065:2012, making it the first government certification body in India for Rolling Stock and its components.

RITES believes in the principle that good corporate governance establishes a positive organisational culture, and it is evident by its responsibility, accountability, consistency, fairness and transparency towards stakeholders. As required under the SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate Governance, a separate report on Corporate

Governance practices followed by the Company forms part of this Report placed at Annexure- A.

In support of the “Green Initiative” measure taken by the Ministry of Corporate Affairs, Government of India, which has enabled electronic delivery of documents, as well as in confirmation to the circular issued by the SEBI dated 05.11.2011, and as prescribed under the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, RITES has disseminated Annual Reports in electronic mode to the shareholders who have registered their e-mail addresses either with the Registrar and Share Transfer Agent or with the Depositories.

Fulfilment of environmental, social and governance responsibilities is part of RITES' business culture. Your Company is dedicated and committed towards it. In compliance, the BRSR disclosure is integrated into the Annual report and aimed at describing RITES' initiatives in discharging responsibilities from an environmental, social and governance perspective. The BRSR is enclosed as Annexure- C which forms part of this report.

For FY24-25, your Company has obtained reasonable assurance for BRSR core indicators from Sustainability Actions Private Limited on a voluntarily basis.

RITES' Knowledge Management System is anchored in its core expertise, enabling the organisation to create, store, and continuously upskill knowledge for future readiness.

Knowledge is systematically stored through secure in-house digital platforms such as project-related Document Management System ‘Nidhi', SAP-enabled financial dashboard ‘Darpan', specialised databases, board meeting and other employee-centric portals. These platforms ensure a centralised, reliable, and easily accessible repository of information. Complementing this, a dedicated CV Dashboard has been deployed to curate employee profiles with advanced search functionalities across various parameters. This facilitates the seamless identification of the right expertise for the right project, thereby enhancing operational efficiency and project outcomes.

Parallelly, RITES places equal emphasis on upskilling its workforce to remain future-ready. The Training Portal ‘Saksham', a centralised repository of structured learning resources, enables employees to continuously enhance their skills through training sessions, presentations, and video recordings, available anytime and anywhere.

Together, these initiatives create a holistic knowledge ecosystem where expertise is systematically preserved, intelligently matched to organisational needs, and continually enriched. This positions RITES as a knowledge-driven organisation committed to excellence.

Being a leading transport infrastructure consultancy and engineering Company, RITES is constantly looking to enhance its knowledge capabilities and professional pool by inducting bright, qualified employees into its team every year. In line with this mission, the Human Resource Department of RITES is committed to achieve excellence in talent acquisition, upskilling & training, employee engagement, talent retention, career progression and development of human capital. The Company's progressive HR policies have a purpose-driven approach of being established as an “Equal Opportunity Employer”. Such policies are one of the many reasons there is an ease in employee acquisition, retention and maintenance of a very low attrition rate. The attrition rate of regular employees during FY24-25 was 3.10%.

As a part of succession planning and career progression, as well as to keep the employee motivated, a periodic review of cadres is done. The reviews are conducted in a supportive environment, with benchmarks outlined against the business goals of the Company and best practices in the industry.

During FY24-25, the selection process of 573 eligible candidates from across disciplines, levels & regions was conducted, and 302 employees (including both executive & non-executive staff) were promoted. The Company believes in consistently improving its systems and processes to attract, motivate and nurture talent. It focuses on making the workforce agile and future ready to align with dynamic industry trends and the infrastructure needs of tomorrow.

RITES has established a robust framework for effective implementation of the RTI Act, 2005, ensuring transparency, accountability, and good governance. With committed efforts of the First Appellate Authority (FAA), Central Public Information Officer (CPIO) and Assistant Central Public Information Officers (ACPIOs) RITES has fostered a culture of openness, promoting citizens' right to maximum disclosure while adhering to a limited regime of exemptions.

To strengthen awareness, in-house training programmes are regularly conducted, reinforcing the strategic importance of RTI. Proactive disclosures under Section 4(1)(b), transparency audits, and compliance with DoPT guidelines have enhanced accessibility. Information is catalogued in a user-friendly database, with provision for online filing of applications/ appeals, reducing costs and delays.

The effective use of RITES' website and social media platforms has led to a decline in new RTI applications, reflecting improved dissemination of information. Efficient record-keeping and timely responses have minimised First and Second Appeals, underlining RITES' commitment to the letter and spirit of the RTI Act, 2005.

Aligned with our strategic objectives, the Company actively participates in key trade exhibitions to showcase its diverse capabilities and unlock new business opportunities across domestic and international markets. These platforms are vital for strengthening industry connections, enhancing brand visibility, and engaging with a wide spectrum of clients, delegations, and thought leaders.

We participated in the 9th India Industrial Fair, held from February 2, 2025 to February 5, 2025, in Rajkot, Gujarat. The event provided a valuable opportunity to highlight our multi-sectoral expertise, share our progressive initiatives, and connect with leading industry stakeholders.

During FY24-25, the Company has received following awards:

1. ETInfra Award for Excellence in Railway/ Metro Station

Design & Development for Ayodhya Dham Junction

2. ICAI ‘Gold' Award under the ‘Public Sector Entities' category for Excellence in Financial Reporting for FY2024

3. 'Certificate of Merit' for ‘Best Presented Annual Report 2023' by the South Asian Federation of Accountants (SAFA) and ICAI

4. ETInfra Award for Innovation in Rail Electrification for Green Railways (REMC Limited).

5. ‘India Climate Samman Award 2025' in the India Net Zero Leadership Category at India Climate Week 2025 (REMC Limited)

6. 1st prize for excellence in Hindi implementation by

Town Official Language Implementation Committee (TOLIC), Gurugram

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any Scheme.

Neither the Chairman and Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

The Directors express gratitude to esteemed shareholders, the Chairman and Chief Executive Officer of the Railway

Board, members and officers of the Railway Board for their valuable support, advice, and cooperation. The Directors are particularly grateful to the Government of India, Ministries/ Departments of Railways, Road Transport and Highways,

Commerce, Finance, External Affairs, Urban Development,

Health, DIPAM, DPE, NITI Aayog and other ministries/ departments, regulators, Indian embassies and missions abroad, foreign missions and embassies in India, Exim Bank, and other bankers of the Company.

The Comptroller & Auditor General of India and Statutory &

Internal Auditors, Stock Exchanges and Registrar and Share

Transfer Agent, for their valuable support and guidance to the Company. Your continued support and unstinted confidence inspire us in all our endeavours for excellence.

The Directors are proud of the tireless efforts by RITES team of officers and staff for delivering this performance and valuable contribution in bringing the Company to such a height. Powered by the talent of our people and vesting reaffirmed faith in the resilience of our business model, we look forward to overcoming any challenges that may lie ahead.

The Directors are indebted to our loyal set of clients who have been a constant source of inspiration for us to provide them value-added services. Their continued support has sustained our excellent performance over the years.