Directors Report of RailTel Corporation of India Ltd.

Mar 31, 2025

Your Company''s Directors are pleased to present 25^thAnnual Report of the Company, together with the Auditors'' Report and Comments of the Comptroller and Auditor General of India ("C&AG"), for the Financial Year ended 31^st March, 2025 prepared in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- ["Listing Regulations"] as amended from time to time.

1. Company Overview

RailTel Corporation of India Limited (RCIL or RailTel) is a Navratna CPSE under the Ministry of Railways, Government of India. RailTel is an ICT provider and one of the largest neutral telecom infrastructure providers in the country owning a Pan-India optic fiber network. The OFC network covers important towns & cities of the country and several rural areas.

RCIL was incorporated on September 26, 2000 with the aim of modernizing the existing telecom system for train control, operation, safety and to generate additional revenues by creating nationwide

broadband and multimedia network, laying optical fiber cable using the right of way along railway tracks. Presently, the optic fiber network of RailTel covers over 63000 route kilometers and covers 7000 railway stations across India. Our citywide access across the country is 21000 kms.

RCIL''s various operations are certified for Tier-III (Design & Facility), ISO 27001:2013 Certified for Information Security Management System, ISO

20000:2018 Certified for Service Management

System, ISO 9001:2015 Certified for Quality

Management System, ISO 27017:2015 Certified for Cloud Security, ISO 27018:2019 Certified for Data Privacy in Cloud Service, ISO 27033 Certified for Network Security, CMMI Maturity Level-4 Certified for Process Improvement.

RCIL has a strategic relationship with the Indian Railways and it undertakes a wide variety of projects including provision of mission critical connectivity services like IP based video surveillance system at stations, ''NIC''s e-Office'' services and implementing short haul connectivity between stations and long haul connectivity to support various organizations within the Indian Railways. RailTel also provide various passenger services including content on demand services and Wi-Fi across major railway stations in India.

RCIL believes that their experience and expertise in handling and undertaking telecom and ICT projects, has led them to be selected for implementation of various mission-mode projects for the Government of India including rolling out the National Knowledge Network, Bharat Net (formerly, the National Optical Fiber Network) and USOF funded optical fiber-based connectivity project in North East India.

During the financial year, the Department of Public Enterprises, Ministry of Finance, Government of India vide its Letter No PD-1-26/0002/2024-DPE dated August 30, 2024, has granted the "Navratna" Status to the Company. Now, RCIL is a Navratna Central Public Sector Enterprise. RCIL being a "Navratna" PSU is steaming ahead in the enterprise segment with the launch of various services coupled with capacity augmentation in its Core network. Your company stands as the only telecom PSU, which is a 100% debt free company and consistently profitmaking and dividend paying PSU in telecom sector.

2. Financial Highlights

During the year, your Company has achieved total turnover of ^ 3551 Crore. The Company has observed an increase of 35% in its revenue from operations which comes out to be ^ 3477 Crore. The summarized financial results of your Company are shown in Table 1 .

Table1: Financial Highlights of Company			(In ^ Crore)
	Particulars	Year ended	Year ended
		31/03/2025	31/03/2024
	Total Revenue
	- Revenue from Operations	3477.50	2567.82
	- Other Income	66.01	56.30
	- Finance Income	7.53	(1.95)
	Expenditure excluding depreciation	2947.14	2109.66
	Depreciation	180.40	157.70
	Profit Before Interest, Tax & Exceptional items	423.50	354.81
	Interest	0	0
	Exceptional Items	21.72	26.72
	Tax / Others	101.97	81.88
	Profit for the Year	299.81	246.21
	Basic EPS (In ^)	9.34	7.67

3. Listing of Shares

The equity shares of the Company got listed on 26/02/2021 on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The Scrip Code for equity shares of RCIL assigned by BSE is 543265 and Scrip Symbol assigned by NSE is RAILTEL.

4. Share Capital

During the financial year, there is no change in the authorized, issued, subscribed and paid-up Share Capital of the Company. The authorized share capital of the Company stood at ^1,050 Crore comprising of 105,00,00,000 equity shares of face value of ^ 10/- each and the issued, subscribed and paid-up share capital of the Company stood at ^ 320.94 crore divided into 32,09,38,407 crore Equity Shares of ^ 10 each as on 31^st March, 2025 including ^ 305.94 crore issued for consideration other than cash.

The details of dematerialization of shares, Demat Suspense Account/Unclaimed Suspense Account is provided in the Corporate Governance Report as annexed to this report.

5. Dividend

The Company is focused on enhancing shareholder''s value and has a consistent track record of dividend payment.

During the FY 2024-25, the Board of Director had declared and paid interim dividend twice, totaling to '' 2 per share on the face value of '' 10 each amounting to '' 64.19 Crore.

Further, the Board of Directors has recommended payment of a final dividend of '' 0.85 per share on the face value of '' 10 each amounting to '' 27.28 Crore for the FY 2024-25 which is subject to the approval of the shareholders.

With this, the total dividend for the FY 2024-25 would aggregate to '' 91.47 Crore (i.e. 28.50% of the paid-up share capital of the Company).

The Dividend has been declared in line with the Dividend Distribution Policy which is framed in terms of Regulation 43A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as amended and the guidelines on "Capital Restructuring of Central Public Enterprises" issued by the DIPAM. The said Policy is available on the

Company''s website i.e. https://www.railtel.in/ images/pdf/Dividend%20Distribution%20Policy.pdf

6. Railways Revenue Share and DOT license fee

The Company is also contributing by way of revenue share @7% on services to Indian Railways and the total share of such contribution comes to ^ 42.35 Crore. The cumulative revenue share to Railways stand amounting to ^ 475 Crore till FY 2024-25.

Besides, the Company has also paid license fee @ 8% (at present) to Department of Telecommunication (DoT), Govt. of India on its income from telecom business carried by it under licenses granted to it. The cumulative license fee paid to DoT stand amounting to ^ 754 Crore till FY 2024-25.

7. Reserves

The Company appropriated its profit earned during the year under review. The Company has not transferred any amount to the General Reserves during the year. The total reserves & surplus at the end of the FY 2024-25 is ^ 1679 Crore.

8. Capital Expenditure

During the year, Capital expenditure of ^ 320 Crore approx. was incurred mainly on OFC related assets, Data Centre, Telecom & Radio equipment''s etc. The Company made commitments to the tune of ^ 311 Crore on capital account and accordingly, expenditure would be booked during the upcoming financial year.

9. Declaration from Independent Directors

RCIL has received a declaration from all its Independent Directors stating that they have met the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read along with Regulation 25(8) of Listing Regulations and they are not disqualified from continuing as Independent Directors. The declaration have been quoted by the Board of Directors.

There is no extension of the tenure of any

Independent Director for a term exceeding Five (5) years as per Section 149(10) of the Companies Act, 2013.

10. Number of Meetings of Board

The Board met seven (7) times for transacting the business of the Company during the FY 202425 i.e., on 02/05/2024, 08/07/2024, 01/08/2024, 18/09/2024, 28/10/2024, 27/01/2025 and

12/03/2025. The particulars of the meetings held and attended by Directors are detailed in the Corporate Governance Report as annexed to this report.

11. Details of changes in Directors and other Key Managerial Personnel:

The following changes took place in the Board/Key Managerial Personnel of the Company during the year and up-to date of Report:

Appointment of directors: -

1. Dr. Subhash Sharma has been re-appointed as Part-time non-official / Independent Director w.e.f. 15/04/2025.

2. Smt. Asha Sharma has been appointed as Parttime non-official / Independent Director w.e.f. 13/05/2025.

Cessation of Directors: -

1. Dr. Subhash Sharma had resigned from the post of Independent Director w.e.f. 10/05/2024 citing his personal reason related to his profession.

2. Shri N. Manoharan had ceased to be Parttime non-official / Independent Director w.e.f. 09/11/2024 on completion of his tenure.

12. Retirement of Director by Rotation

rotation and all other directors (i.e. functional directors) are considered as director liable to retire by rotation. Accordingly, Shri Manoj Tandon (DIN: 10044053) will be retiring in the AGM and being eligible, offers himself for reappointment.

13. Remuneration to Directors

RCIL, being a Government Company under the provisions of the Companies Act, 2013, the Directors of the Company are appointed by the President of India acting through Ministry of Railways ("MoR"), Government of India. The functional Directors are appointed by the Government of India who draw remunerations under Industrial Dearness Allowance pattern of pay scale as pre-determined by the Government and as per the terms and conditions of their appointment issued by the Government of India from time to time.

The Part-time Government Nominee Directors on the Board of the Company do not draw any remuneration from the Company.

The Part-time non-official Directors/Independent Directors are paid a sitting fee of ^ 20,000 per meeting for attending meetings of Board or Committees thereof, besides cost of travel and lodging in case of outstation Directors.

14. Policy on Performance Evaluation of Directors

RCIL is a Government Company under the administrative control of MoR. The functional directors including Chairman and Managing Director are selected on the recommendations of Public Enterprises Selection Board in accordance with the procedure and guidelines laid down by Government of India.

The Company enters into Memorandum of Understanding ("MoU") with the Administrative Ministry, i.e., MoR every year, containing key performance parameters for the company. The performance of the Company is evaluated by Department of Public Enterprise vis-a-vis MoU entered into with the MoR.

The evaluation of performance of Functional Directors includes self-evaluation by the respective functional directors and subsequent assessment by CMD with final evaluation by the MoR (the administrative ministry).

The performance evaluation of CMD includes selfevaluation and final evaluation by the MoR.

In respect of Part-time Government nominee directors, their evaluation is done by the MoR as per the procedure laid down. Since, Independent Directors are appointed by the administrative Ministry, their evaluation is also done by the MoR and Department of Public Enterprises ("DPE").

Ministry of Corporate Affairs ("MCA") vide its circular dated June 5, 2015 had exempted Government Companies from the provisions of section 178(2) of the Companies Act, 2013, which requires performance evaluation of every director by the Nomination & Remuneration Committee. The circular further exempted Government Companies from the provisions of Section 134 (3) (p) of Companies Act 2013, if directors are evaluated by the Ministry which is administratively in-charge of the Company as per its own evaluation methodology.

Further, MCA vide its notification dated 5^th July, 2017 had exempted the provisions relating to review of performance of Chairperson and non-independent directors and the Board as a whole from evaluation mechanism, prescribed in Schedule IV of the Companies Act, 2013, for Government Companies.

15. Committees of the Board

As on March 31, 2025, the Board had five committees namely the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibilities Committee, the Stakeholders Relationship Committee and the Risk Management Committee. The detailed note on the composition of the Board and its committees are provided in the Corporate Governance Report section of this Annual Report and the details of the Committees of the Board is also available on the website of the Company i.e., www.railtel.in

	Table-2
Sl.	Particulars	2024-25
No.		(K in Cr.)
1	Total annual procurement - goods & services (in value)	1013.65
2	Total value of procurement (goods & services) through MSEs	335.06
3	Procurement of goods & services through MSEs as % of total procurement of goods and services	33.05%
4	Total value of procurement (goods & services) through SC/ST MSEs	20.83
5	Procurement of goods or services through SC/ST as % of total procurement of goods and services	2.06%
6	Total value of procurement through Women MSEs	30.96
7	Procurement of goods or services through women MSEs as % of total procurement of	3.05%
	goods and services

16. Subsidiary

As on date, your Company do not have any subsidiary Company.

17. Projects Undertaken

The details of the projects undertaken during the year are included in Management Discussion & Analysis Report which is forming part of this Annual report.

18. Procurement from Micro and Small Enterprises

The Govt. of India has notified a Public Procurement Policy for Micro and Small Enterprises ("MSE") Order, 2012. In terms of said policy and issued guidelines,

The Ministry of Micro, Small and Medium Enterprises vide its revised Notification No. S.O. 4845(E) dated 7 November 2024 has mandated that all companies registered under Companies Act 2013 with a turnover of more than '' 250 Crores and all CPSUs shall be required to get themselves on boarded on Trade Receivables Discounting System (TReDS). TReDS is an institutional mechanism set up in order to facilitate the discounting of invoices for MSEs from Corporate Buyers through multiple financers. RailTel is registered on TReDS platforms w.e.f. 18.03.2019.

19. Right to Information Act, 2005

Your Company has a well-defined mechanism in place to deal with the RTI applications under the

a mandatory procurement of a minimum of 25% of total annual procurement is required from Micro and Small Enterprise''s. Out of 25% target of annual procurement from MSE''s, sub targets of 4% from MSEs owned by Schedule Caste or Scheduled Tribe Entrepreneurs and 3% from MSEs owned by Women Entrepreneurs are also earmarked for procurement.

The achievement of procurement target from MSEs (25% including a sub-target of 3% from women owned MSEs) during the financial year 2024-25 in compliance to the aforementioned Public Procurement Policy except procurement of SC/ST owned MSEs is shown in Table-2. The procurement from SC/ST and women owned MSEs, highly depends on the participation in tender process or meet tender requirement and L1 price by such vendors, on which RCIL has no control.

Right to Information Act, 2005 ("RTI Act"). RCIL, being a responsible Public Sector Undertaking, has complied with the provisions of the RTI Act and has designated Nodal Officer, CPIO, CAPIO, Transparency Officer and Appellate Authority as required under the provisions of the RTI Act. The RTI Act seeks to provide for setting out the practical regime of Right to Information for citizens to secure access to information under the control of Public Authorities in order to promote transparency and accountability in the working of every Public Authority.

of the RTI Act, 2005, your Company has hosted a dedicated page on its website, through which a large amount of information in the public domain is placed on a proactive basis. This is being done to make the functioning more transparent and reduce the need for filing individual RTI applications.

The details of RTI applications dealt during the year is shown in Table-3.

	Table-3
	Particulars	Nos.
	No. of RTI aplications pending as on 01/04/2024	09
	Received during the Year	189
	Disposed off (including rejected/transfer/ returned) during the year	191
	Pending as on 31/03/2025	07

20. Business Responsibility and Sustainability Report

In compliance with the requirement of Clause (f) of sub-regulation (2) of Regulation 34 of Listing Regulations, the Business Responsibility & Sustainability Report ("BRSR") is presented in the separate section which is forming part of this Annual Report.

21. Particulars of Loans, Guarantees or Investments

During the year, RCIL has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

The detail of investments made by the Company is given in the notes to the Financial Statements.

22. Internal Controls Systems and their Adequacy

The Company has an internal control system in commensuration with size, scale and complexity of its operations. During the year, the Company has engaged Internal Auditors to carry out Internal

Audit of the Company. The highlights of internal audit report and their synopsis were placed before the Audit Committee for its review.

RCIL implemented ORACLE ERP solution with name "Project Parivartan" and all modules like Projects, Procurement, Operations, Maintenance, Finance, HR, Sales and Marketing and these modules are live from December 2013. Implementation of "Project Parivartan" has empowered all employees to focus on their core competencies, making the work environment stress free, at the same time ensuring transparency and decision making in the system. During the year 2024-25, RCIL''s IT team continuously worked towards strengthen of core processes of these implemented modules so that users could effectively and efficiently use ERP for day-today work. New features such as Implementation of Office Order Generation Process, Integration of GeM Portal with RailTel''s ERP, Streamlining of Vendor Master for MSME vendors, reporting for Interim Invoices for RCM Tax Cases were developed apart from regular O&M and enhancements works including development of new applications and reports.

23. Annual Return

The Annual Return of RCIL pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and Regulation 34 of Listing Regulations, for the financial year ended on March 31, 2025 is placed at https://www.railtel.in/annual-return.html

24. Management''s Discussion and Analysis''s Report

In compliance with the requirement of Regulation 34(2)(e) of Listing Regulations, the Management''s Discussion and Analysis Report for the year under review is presented in separate section which is forming part of this Annual Report.

25. Human Resource Development

The Human Resource Development ("HRD") function in the organization has been designed to maximize employee performance. HRD is primarily concerned with the management of people within

organization and focusing on policies and systems. RCIL firmly believes in the strength of its most vital asset i.e., Human Resource. RCIL cares and values for its human resource which is the bedrock of success story. To keep the employees'' morale high, your Company extends several welfare benefits to them and their families by way of implementing various

new and revised welfare policies for its employees.

As on 31^st March, 2025, the Company had total manpower strength of 881 employees including regular, deputationist, contractual and consultants. The details are shown in Table-4. During the year, Company has also availed the services of 1766 outsourced employees.

Table-4
Category		No. of Employees for the year ended 31.03.2024			No. of Employees for the year ended 31.03.2025
Regular Employees		478			530
Deputationist		48			37
On Contract (Direct)		291			272
On Contract (Re-employed)		30			35
Consultants		11			7
The percentage of women employees, SC/ST/OBC employees, persons with disabilities and ex-servicemen out of regular employees of the Company is Shown in Table-5:- Table-5
Category	No. of Employees for the Year ended 31.03.2024		No. of Employees for the Year ended 31.03.2025	% of total no. of regular employees during financial year ended 31.03.2025		No. of recruitment made in these categories*
Women Employees	52		63	11.89		11
SC Personnel	73		74	13.96		1
ST Personnel	25		27	5.09		2
Other Backward Classes	136		156	29.43		20
Person with Disabilities	9		12	2.26		3
Ex-Serviceman	1		1	0		0
Economic Weaker Section (EWS)	0		6	1.13		6
* Employees who join on absorption basis are regular employees but not part of recruitment data.

The Company has been following the Govt. Guidelines regarding reservation for SCs, STs, OBCs, EWS, Persons with disabilities and ex-servicemen. Further, the company has complied with the provision relating to the Maternity Benefits Act 1961.

26. Particulars of Employees

Your Company being a Government Company, the provisions of Section 197(12) of the Companies Act, 2013 and relevant rules issued thereunder, are not applicable as per notification dated June 05, 2015 issued by MCA. v

The terms and conditions of the appointment of Functional Directors are subject to the applicable guidelines issued by the DPE, Government of India.

27. Rajbhasha (Official Language)

RailTel has established an Official Language Implementation department at the Corporate Office to ensure the effective adoption of the official language. This department conducts regular quarterly meetings to assess and promote the usage of Hindi across the Corporate Office, Regional offices, and territorial offices. For his remarkable and commendable work in Hindi, Shri Sanjai Kumar,

Chairman and Managing Director, was honored with the Railway Minister''s Rajbhasha Silver Medal by the Hon''ble Chairman and Chief Executive officer, Railway Board on 30.03.2025.

For doing remarkable and commendable work in Hindi in the Public sector undertakings of ''A'', ''B'' and ''C'' regions, Railtel was awarded the Railway Minister''s Rajbhasha Trophy by the Hon''ble Chairman and Chief Executive Officer, Railway Board on 30.03.2025.

This year the Second Sub-Committee of the Parliamentary Committee on Official Language inspected RailTel''s Chandigarh territory offices and reviewed their Rajbhasha work. The Rajbhasha work of RailTel has been appreciated by the Parliamentary Committee on Official Language, Railway Board and NARAKAS.

Organizing Hindi Pakhwada

On the occasion of Hindi Diwas, Hindi Pakhwada was celebrated in RCIL from 01 to 15 September, 2024 and various activities/programs were organized during the pakhwada.

Rajbhasha Pakhwada 2024 was inaugurated by the Chairman and Managing Director on 14.09.2024. A Hindi Pakhwada banner was put up at the main entrance of RCIL Corporate office. During the Hindi Pakhwada various competition were held like Hindi essay competition, Hindi noting and drafting competition, Hindi Typing competition, Hindi quiz competitions etc. A large number of officers and employees enthusiastically participated in the said competitions.

On the occasion of the closing ceremony of Hindi Pakhwada 2024, the Chairman and Managing Director honors with cash prizes and certificates to the officers and employees who secured first, second and third place in different competitions. Consolation prizes were also given. Besides, award was also given to employees who had done Commendable work in Hindi during the year. During the closing ceremony, the regional offices and territory offices were also present online through WebEx.

28. Prevention, Prohibition and Redressal of Sexual Harassment

In order to provide protection against sexual harassment of women at workplace and for prevention and redressal of complaints of sexual harassment, RailTel has Internal Complaint Committee as a system to prohibit & prevent the social evil of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

The objective is to provide women, a workplace, free from harassment, to ensure that every woman is treated with dignity and respect and to provide a speedy redressal mechanism to women who have been subjected to sexual harassment.

For the said purposes, RCIL has an Internal Complaints Committee (ICC) in place at its Corporate Office and all four Regional Office(s) which is responsible to:-

â¢ Investigate every formal written complaint of sexual harassment.

â¢ Meet at regular intervals.

â¢ Prepare an Annual Report containing the details of complaints of sexual harassment pursuant to the provisions of Act and provide the same to employer.

â¢ Take appropriate remedial measures to respond to any substantial allegations of sexual harassment.

The composition of Internal Complaints Committee on Sexual Harassment comprised of one

independent nominee from YWCA as member of the committee, besides, three other executives from corporate office of the company as member of the committee. The Committee is headed by women Chairperson.

The summary of complaints dealt during the year is shown in Table-6:

	Table-6
	Particulars	Nos.
	Number of complaints of Sexual Harassment received in the year	Nil
	Number of complaints disposed off during the year	Nil
	Number of cases pending for more than 90 days	Nil
	Number of workshops on awareness programmes against sexual harassment conducted during the year	2

29. Risk Management

The Board of Directors of your Company in their 150^th meeting held on 28^th October, 2024 has considered and approved the revision in existing RMP to make it sync with the requirement of amendment in SEBI (LODR) Regulations, 2015. The revised Risk Management Policy is implemented in RCIL.

In order to develop and implement an Enterprise Risk Management Framework, RCIL has constituted a Board Level Risk Management Committee (Apex Level). The Risk Management Committee has the key role of monitoring the development, implementation and performance of the Enterprise Risk Management framework and maintains an enterprise-wide view of the top risks.

In order to further strengthen Risk Management and implement a suitable process, RCIL has also formed a Functional Risk Management Committee constituted with Chief Risk Officer and heads of key functions/departments. The functional heads will facilitate the identification and assessment of risks within their departments/functions with the assistance of their teams.

In terms of the approved Risk Management Policy, following key risks have been identified:

1) Project Risk

2) Strategy Risk

3) Market Risk

4) People Risk

5) Technology Risk

6) Reputation Risk

7) Insurable Risk

8) Contractor/Vendor Risk

9) Cyber Security Risk

10) Sectoral Risk

11) Sustainability Risk

12) Information Risk

30. Related Party Transactions

Your Company has formulated a policy on Related Party Transactions which is also available on Company''s website at www.railtel.in. This policy deals with the review and approval of Related Party Transactions.

During financial year 2024-25, there is no contracts or arrangements with related parties in terms of section 134(3)(h) of the Companies Act, 2013, read with Rule (8)(2) of Companies (Accounts) Rules, 2014.

31. Corporate Governance

A detailed report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended and forms part of the Annual Report. The Company has always worked towards enhancing the Corporate Governance and the principles underlying the same within the organization. Your Company is in compliance with DPE Guidelines on Corporate Governance to the extent possible. Pursuant to the requirements of DPE Guidelines, 2010 a certificate is obtained from Practicing Company Secretary and same is forming part of this Annual Report.

In compliance with the directives of DPE, the Company is sending its quarterly report in the prescribed manner to its Administrative Ministry/ DPE. For each quarter, CPSEs are graded under various heads viz; Composition of Board, NonOfficial Directors, Board Meetings, Code of Conduct, Audit Committee, Remuneration Committee, Board Disclosures, Directors'' Remuneration etc. on the basis of scores prescribed for each head. For the year under review, RCIL has secured, based on self-evaluation, an annual score of "88.32%" which falls under "Excellent" grade for compliance of DPE Guidelines on Corporate Governance for FY 2024-25.

32. Corporate Social Responsibility

As per Section 134(3)(o) read with Section 135 of the Companies Act, 2013 along with the Rules made under Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has formulated a CSR & Sustainability Policy which provides a broad framework within which the Company will be carrying out its CSR activities. The policy aims for social and economic development of the community in the areas of nutrition and healthcare, women empowerment, rural development, education, skill development and other such areas, and adhere to sustainable and transparent business practices. The activities to be undertaken under the policy will be in accordance with Schedule-VII of the Act and directives issued by DPE from time to time.

During the FY 2024-25, RCIL has undertaken to spend ^ 573.48 lakh on CSR activities 2% of the average net profit before tax (PBT) of the company earned during the immediately preceding three Financial Years). Out of this CsR budget, ^ 272.62 Lakh was spent during FY 2024-25 on CSR activities & balance will be spent in subsequent years.

During the year, RCIL has carried out various CSR activities like Promoting Education, establishing Health Center in Purulia, West Bengal, Healthcare and Nutrition for poor at Bareilly, Uttar Pradesh & menstrual health management in Hyderabad, Support to orphan/slum children, Skill development in health sector for youth at Silchar, Assam, etc.

One of the RCIL''s flagship CSR initiative''s namely ''RailTel''s Akansha Super-30, Dehradun, Uttarakhand, is related to providing free lodging and mentorship to poor but talented students from the state of Uttarakhand, for admission to IIT''s and other premier engineering institutes. The program has a success rate of 96% with students getting admission to IIT-JEE and other premier engineering institutes. The Annual Report on CSR as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is placed at Annexure -I."

33. Recognition & Awards

RailTel has received several prestigious awards in 2024-25, recognizing excellence in digital transformation, automation, corporate governance, and Hindi language initiatives. Notable honors include:

â¢ Governance Now 11th PSU Award for Best Use of Automation & Digital Technologies.

â¢ ET Govt PSU Leadership & Excellence Award

for Leadership in Digital Transformation.

â¢ BW Businessworld''s Best CFO of PSU award

for Director/Finance, Sh. V. Rama Manohara Rao.

â¢ Financial Express FE Futech Award for Best HealthTech Provider (Silver).

34. Secretarial Standards

During the year, the Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) to the extent applicable.

35. Compliance of Cyber Security Guidelines

During the year, the Company is in compliance with the applicable Cyber Security Guidelines issued by Govt. of India to the extent applicable.

36. Vigil Mechanism

This year, our vigilance initiatives focused heavily on preventive measures such as periodic and surprise inspections and Intensive Examinations. Specialized training programs were conducted, emphasizing ethical practices and governance to strengthen employees'' commitment to organizational values. In addition, sessions on cyber hygiene and security were held to educate staff on safeguarding against digital vulnerabilities, ensuring that our systems remain resilient against emerging threats. These activities underscore our dedication to fostering a culture of integrity, mitigating risks proactively, and reinforcing trust and accountability across all operations.

The Vigilance Mechanism plays a pivotal role in promoting integrity, transparency and accountability within our organization. It serves as a structured framework to identify, prevent, and address any unethical practices or misconduct that could undermine our values. By fostering a culture of awareness and compliance, it empowers stakeholders to uphold the highest ethical standards. Through robust policies such as whistle-blower provisions, audits, and proactive monitoring, the mechanism ensures swift action against potential risks. It also reinforces trust among employees, partners, and clients, demonstrating our steadfast commitment to ethical governance and sustainable operations.

The Status of Vigilance Activities during the year is shown in Table-7:
		Table-7
	Sr. No.	Particulars	Nos.	Remarks
	1	Number of Complaints received during the year	13	All the complaint dealt as per complaint handling policy in timely manner.
	2	Number of investigation reports carried out during the year (incl. under directions of CVC & Railway Board).	12	Related to tender/contract management and procedure violations.
		a. Major departmental action	0
		b. Minor departmental action	0
	3	Number of inspection carried out a. Period inspection	8	Across Corporate Office, Regional office and field units.
		b. Surprise inspection	1
		c. CTE inspection	6
		d. Number of System Improvements taken up during the year	11
V					J

Vigilance Department carried out various inspections at different locations. Beside this Vigilance Awareness Week was observed in RailTel from 28th October, 2024 to 3rd November, 2024 with the theme "Culture of Integrity for Nations Prosperity"; "^f%

During the week, a number of vigilance awareness activities were carried out and events organized involving RCIL''s Officials as well as for other Citizens. The week began with integrity pledge to RCIL officials on 28.10.2024.

37. Auditors

Statutory Auditors

The C&AG has appointed M/s Lunawat & Co. of New Delhi as Central Statutory Auditors of the Company to audit the Financial Statements for the year ended on 31^st March, 2025.

Besides that, the C&AG has also appointed the following firms of Chartered Accountants as Branch Auditors for audit of the Regional Office(s) of the Company:

	Auditor	Region
	M/s. Lunawat & Co.	Northern Region & Corporate Office
	M/s. M S P R & Co.	Southern Region
	M/s. Ray & CO.	Eastern Region
	M/s. Banshi Jain & Associates	Western Region

In terms of the authorization given by the members in their last Annual General Meeting, the Board on the recommendation of Audit Committee has already considered and approved the payment of fee for all the above Auditors to the aggregate extent of ^ 37.15 Lakh excluding GST.

Cost Auditors

The Company has appointed M/s. Dhananjay V. Joshi, Cost Accountants as Cost Auditors to audit the cost record maintained by the Company for the Financial Year 2024-25.

The Company has filed Form CRA-2 with the MCA in this regard.

Secretarial Auditor

During the year, pursuant to provisions of Section

204 of the Companies Act, 2013 read with rules made thereunder, RCIL has appointed M/s. T. Chatterjee & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2024-25. The Secretarial Audit has been conducted by M/s. T. Chatterjee & Associates, Practicing Company Secretaries and issued a Secretarial Audit Report in the format prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report of the Company for the year ended 31^st March, 2025 in Form no. Mr-3 and the Management''s reply on the observation/ comments of Secretarial auditor shall forms part of this report and are placed at Annexure- II and Annexure-III, respectively.

Internal Auditors

Your Company has appointed five Internal Auditors for carrying internal audit of Corporate & four regions. The details of internal auditors are as under: -

Name Internal Auditors	Region
M/s Raj Har Gopal & Co.	Corporate Office
M/s Sudhir Kumar Jain and Associates	Northern Region
M/s A R Sulakhe	Southern Region
M/s KGRS & Co	Eastern Region
M/s Vinod Singhal & Co. LLP	Western Region

38. Comments of C&AG

The financial statements for the year ended 31^stMarch 2025 were reviewed by the Comptroller and Auditors General of India (C&AG). They have conducted supplementary audit under section 143(6) (b) of the Companies Act 2013 of the financial statement. The comments of C&AG, if any, will form part of the Annual Report.

39. Auditors'' Report

The Auditors'' Report of the Company for the year ended 31^st March, 2025, is attached with the Financial Statement of the Company. There is no qualification in the Auditors Report on the Financial Statements of the company. During FY 2024-25, no fraud has been reported by the Auditors of the Company.

40. Energy Conservation, Technology Adoption, Foreign Exchange Earnings and Outgo

The Company is presently engaged in providing telecom services. The disclosure on Conservation of Energy and Technology Absorption as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 and as prescribed under Rule 8 of Companies (Accounts) Rules, 2014 is forming part of this Report and is placed at Annexure- IV

41. MOU with Administrative Ministry

RCIL is signing a MoU with the Government of India, MoR whereby laying inter alia the physical and financial targets. The MOU pertaining to FY 2024-25 has been signed with MoR within stipulated time. For the year 2023-24, RCIL has got "Excellent" rating from DPE.

For the MoU targets 2024-25, RCIL has complied with various guidelines communicated by dPe as given below:-

1. DPE Guidelines issued from time to time on CSR expenditure.

2. Steps and initiatives taken for Health & Safety improvement of Human Resources in CPSEs as prescribed by the Administrative Ministry;

3. Procurement from GeM is ''65.43 Crore of total procurement (goods & services) against approved plan of ''59.27 Crore.

4. Procurement of goods or services through MSEs is 33.05% ('' 335.06 crore out of '' 1013.65 crore) total procurement of goods and services against target of 25%.

5. Procurement of goods & services through SC/ST MSEs is 2.06% ('' 20.83 crore) of total procurement of goods & services against target of 4%.

6. Procurement of goods & services through Women MSEs is 3.05% ('' 30.96 crore) of total procurement of goods and services against target of 3%.

7. Acceptance/Rejection of goods & services through TReDs portal is 100%.

8. Expenditure management economy measures and rationalization of expenditure.

The company has also complied with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are within the control of the company. The details of DPE MOU 2024-25 target parameter vs achievement has been given at Annexure-V.

42. Event occurring after the Balance Sheet Date

As such, no significant events occurred between the end of the financial year to which this Financial Statements relates and date of this report.

43. Presidential Directives

No Presidential Directive was received during the year.

44. General Disclosure

Your Director''s 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:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) Neither the Chairperson and Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from subsidiary company.

(e) No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

(f) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(g) One time settlement of loan obtained from the Banks or financial institutions.

45. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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. Company Secretary is the nodal officer to deal with the IEPF Authorities and compliances related thereto. No amount is due for transfer to IEPF and details of unclaimed dividend are available on the website of the Company, and this is also disclosed in the Corporate Governance report. Further, the Company does not have shares in Demat Suspense Account/ Unclaimed Suspense Account/ Unclaimed Dividend Account and the same has been disclosed in the Corporate Governance report.

46. Director''s Responsibility Statement

In terms of the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, as amended, your Directors 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 judgments 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 Companies Act, 2013 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;

(e) that internal financial controls are adequate and operating effectively; and

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

47. Acknowledgements

Your Director''s would like to place on record their sincere appreciation and gratitude to the Indian Railways, Government of India, Department of Investment and Public Asset Management (DIPAM), Ministry of Communications and IT and other Ministries/Departments, subscribers of Company''s telecom services, the stakeholders, and bankers and to all the State Governments, Local Bodies and Regulatory authorities for their continued cooperation and invaluable support.

Your Director''s thank all shareholders, business partners and all members of the RCIL Family for their faith, trust and confidence reposed in the Board. Your Director''s express their deep appreciation for the hard work and dedicated efforts put in by the employees at all levels and look forward to their continued contribution in achieving the mission and objective of the Company.

Mar 31, 2024

Your Company''s Directors are pleased to present 24^th Annual Report of the Company, together with the Auditors'' Report and Comments of the Comptroller and Auditor General of India ("C&AG"), for the Financial Year ended 31^st March, 2024 prepared in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- ["Listing Regulations"] as amended from time to time.

1. Company Overview

RailTel Corporation of India Limited (RCIL), a "Mini Ratna (Category-I)" Central Public Sector Enterprise is an ICT provider and one of the largest neutral telecom infrastructure providers in the country owning a Pan-India optic fiber network. The OFC network covers important towns & cities of the country and several rural areas.

RCIL was incorporated on September 26, 2000 with the aim of modernizing the existing telecom system for train control, operation, and safety and to generate additional revenues by creating nationwide broadband and multimedia network, laying optical fiber cable using the right of way along railway tracks. Presently, the optic fiber network of RailTel covers over 62000 route kilometers and covers 6108 railway stations across India. Our citywide access across the country is 21000 kms.

RCIL''s various operations are certified for Tier-III (Design & Facility), ISO 27001:2013 Certified for Information Security Management System, ISO 20000:2018 Certified for Service Management System, ISO 9001:2015 Certified for Quality Management System, ISO 27017:2015 Certified for Cloud Security, ISO 27018:2019 Certified for Data

Privacy in Cloud Service, ISO 27033 Certified for Network Security, CMMI Maturity Level-4 Certified for Process Improvement.

RCIL being a "Mini Ratna (Category-I)" PSU is steaming ahead in the enterprise segment with the launch of various services coupled with capacity augmentation in its Core network. Your company stands as the only telecom PSU, which is a 100% debt free company and consistently profit-making and dividend paying PSU in telecom sector.

2. Financial Highlights

During the year, your Company has achieved total turnover of ''2622 Crore. The Company has observed an increase of 31% in its revenue from operations which comes out to be ''2568 Crore. The total turnover of the Company during the year is ''2622 Crore including other income of ''56 Crore. The summarized financial results of your Company are shown in Table 1.

r	Table1: Financial Highlights of Company		(In '' Crore)
	Particulars	Year ended	Year ended
	31/03/2024		31/03/2023
	Total Revenue
	-Revenue from Operations	2567.82	1957.34
	-Other Income	56.30	35.62
	-Finance Income	(1.95)	1.68
	Expenditure excluding depreciation	2109.66	1584.39
	Depreciation	157.70	154.29
	Profit Before Interest, Tax & Exceptional items	354.81	255.96
	Interest	0	0
	Exceptional Items	26.72	2.06
	Tax/ Others	81.88	65.65
	Profit for the Year	246.21	188.25
	Basic EPS (In '')	7.67	5.87

3. Listing of Shares

4. Share Capital

Subsequent to merger of subsidiary company i.e RailTel Enterprises Ltd with RCIL, the authorized capital of the company stands increased to ''1050 Crore.

There is no change in issued, subscribed and paid-up Share Capital of the Company which stood ''320.94 crore divided into ''32.09 crore Equity Shares of '' 10 each as on 31^st March, 2024 including '' 305.94 crore issued for consideration other than cash.

The details of dematerialization of shares, Demat Suspense Account/Unclaimed Suspense Account is provided in the Corporate Governance Report as annexed to this report.

5. Dividend

Your Company has a consistent track-record of dividend payment. The Board of Directors of your Company had earlier approved payment of an Interim Dividend of ''1.00 per share amounting to ''32.09 Crore for the FY 2023-24. Further, the Board has recommended payment of final dividend of ''1.85 per share amounting to '' 59.37 Crore for the FY 2023-24. The total dividend payment for the FY 2023-24 would be '' 91.47 Crore as compared to '' 81.83 crore paid for the FY 2022-23.

In terms of Regulation 43A of Listing Regulations and the guidelines on "Capital Restructuring of Central Public Enterprises" issued by the DIPAM, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The said Policy is annexed to this report and is also available on the Company''s website i.e. www.railtel.in.

6. Railways Revenue Share

The Company is also contributing by way of revenue share @7 % on services to Indian Railways and the

total share of such contribution comes to ''43.17 Crore as against such share of ''41.93 Crore in the preceding year. The cumulative revenue share to Railways amounting to ''433 Crore till this year.

Besides, the Company has also paid license fee @ 8% (at present) to DoT, Govt. of India on its income from telecom business carried by it under licenses granted to it. The cumulative license fee paid to DoT amounting to '' 654 Crore till this year.

7. Reserves

8. Capital Expenditure

During the year, Capital expenditure of ''199 Crore approx. was incurred mainly on OFC related assets, Data Centre, Telecom & Radio equipment''s etc. The Company made commitments to the tune of ''296 Crore on capital account and accordingly, expenditure would be booked during the upcoming financial year.

9. Declaration from Independent Directors

RCIL has received a declaration from its Independent Directors stating that they have met the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read along with Regulation 25(8) of Listing Regulations and are not disqualified from continuing as Independent Directors. There is no extension of any Independent Director for a term exceeding Five (5) years as per Section 149(10) of the Companies Act, 2013.

10. Number of Meetings of Board

The Board met Seven (7) times for transacting the business of the Company during the FY 202324 i.e., on 17/05/2023, 09/07/2023, 27/07/2023, 26/10/2023, 03/01/2024, 24/01/2024 and

19/03/2024. The particulars of the meetings held and attended by Directors are detailed in the Corporate Governance Report as annexed to this report.

11. Details of changes in Directors and other Key Managerial Personnel:

The following changes took place in the Board/Key Managerial Personnel of the Company during the year and up-to date of Report:

Appointment of directors: -

1. Shri Yashpal Singh Tomar has been appointed as Director/NPM w.e.f. 04/07/2023.

2. Subsequent to appointment of Shri Yashpal Singh Tomar as Director/NPM, Shri Rakesh Ranjan, who was earlier entrusted with additional charge of the post of Director/NPM ceased to Director/NPM w.e.f. 04/07/2023. However, he continued as Part-time Govt. Nominee Director w.e.f. 05/07/2023.

3. Shri Ranjit Kumar has been appointed as Parttime Govt. Nominee Director w.e.f. 15/12/2023.

Cessation of Directors: -

1. Shri Rakesh Ranjan ceased to be Part-time Govt. Nominee Director w.e.f. 07/11/2023.

2. Dr Subhash Sharma had resigned from the post of Independent Director w.e.f. 10/05/2024 citing his personal reason related to his profession.

12. Retirement of Director by Rotation

In terms of the Companies Act, 2013, the provisions with respect to retirement of Directors by rotation will not be applicable to the Independent Directors of the Company. In view of this, no Independent Director is being considered to be retired by rotation. The Part-time Govt. nominee directors are considered as directors not liable to retire by rotation and all other directors (i.e. functional directors) are considered as director liable to retire by rotation. Accordingly, Shri Sanjai Kumar will be retiring in the AGM and being eligible, offers himself for reappointment.

13. Remuneration to Directors

The Part time Government Nominee Directors on the Board of the Company do not draw any remuneration from the Company.

The Part-time non-official Directors/Independent Directors are paid a sitting fee of ''20,000 per meeting for attending meetings of Board or Committees thereof, besides cost of travel and lodging in case of outstation Directors.

14. Policy on Performance Evaluation of Directors

The Company enters into Memorandum of Understanding ("MoU") with the Administrative Ministry, i.e. MoR every year, containing key performance parameters for the company. The performance of the Company is evaluated by Department of Public Enterprise vis-a-vis MoU entered into with the MoR.

The evaluation of performance of Functional Directors includes self-evaluation by the respective functional directors and subsequent assessment

by CMD with final evaluation by the MoR (the administrative ministry).

The performance evaluation of CMD includes selfevaluation and final evaluation by the MoR.

Further, MCA vide its notification dated 5th July, 2017 has exempted the provisions relating to review of performance of Chairperson and nonindependent directors and the Board as a whole from evaluation mechanism, prescribed in Schedule IV of the Companies Act, 2013, for Government Companies.

15. Committees of the Board

As on March 31, 2024, the Board had five committees namely the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibilities Committee, the Stakeholders Relationship Committee and the Risk Management Committee. The detailed note on the composition of the Board and its committees are provided in the Corporate Governance Report section of this Annual Report and the details of the Committees of the Board is also available on the website of the Company i.e., www.railtel.in

16. Subsidiary

During the financial year 2023-24, Ministry of Corporate Affairs (MCA) vide its order dated

29.08.2023, on Company Petition no. 24.01.2023-CL-III, had approved the Scheme of Amalgamation ("Scheme") embodying amalgamation of RailTel Enterprises Ltd ("Subsidiary Company") with and into RailTel Corporation of India Ltd ("Holding Company"), under the provisions of section 230-232 of the Companies Act, 2013 and rules framed thereunder read with notification no. GSR. 582(E) dated June 13, 2017 issued by MCA.

Both subsidiary and holding Companies have duly filed their respective e-forms-INC 28 with the Registrar of Companies on 26.09.2023 and

27.09.2023, respectively. Consequently, the Scheme has come into force on 27.09.2023, with effect from the appointed date of the Scheme i.e. 01.10.2022. Accordingly, subsidiary Company stands amalgamated with holding company and now stands dissolved.

Subsequent to amalgamation of RailTel Enterprises Limited with RailTel Corporation of India Limited your company do not have any subsidiary company.

17. Projects Undertaken

The details of the projects undertaken during the year are included in Management Discussion & Analysis Report which is forming part of this Annual report.

18. Procurement from Micro and Small Enterprises

The Govt. of India has notified a Public Procurement Policy for Micro and Small Enterprises ("MSE") Order, 2012. In terms of said policy and issued guidelines, a mandatory procurement of a minimum of 25% of total annual procurement is required from Micro and Small Enterprise''s. Out of 25% target of annual procurement from MSE''s, sub targets of 4% from MSEs owned by Schedule Caste or Scheduled Tribe Entrepreneurs and 3% from MSEs owned by Women Entrepreneurs are also earmarked for procurement.

The achievement of procurement target from MSEs (25% including a sub-target of 4% from MSEs owned by SC/ST entrepreneurs and 3% from women owned MSEs) during the financial year 2023-24 in compliance to the aforementioned Public Procurement Policy is shown in Table-2.

Table-2
S. No.	Particulars	2023-24 (K in Cr.)
1	Total annual procurement - goods & services (in value)	512.17
2	Total value of procurement(goods & services) through MSEs	270.26
3	Procurement of goods & services through MSEs as % of total procurement of goods and services	53%
4	Total value of procurement (goods & services) through SC/ST MSEs	18.93
5	Procurement of goods or services through SC/ST as % of total procurement of goods and services	4%
6	Total value of procurement through Women MSEs	14.97
7	Procurement of goods or services through women MSEs as % of total procurement of goods and services	3%

Central Government vide its notification no. F. No. 16/8/2018-P&G policy dated 02.11.2018 has mandated that companies registered under Companies Act 2013 with a turnover of more than ''500 Crores and all CPSUs shall be required to get themselves on boarded on Trade

Receivables Discounting System (TReDS). TReDS is an institutional mechanism set up in order to facilitate the discounting of invoices for MSMEs from Corporate Buyers through multiple financers. RailTel is registered on TReDS platform w.e.f. 18.03.2019 through Mynd Solution Private Limited or M1 Xchange.

RailTel is always putting efforts for overall development of community and provides sufficient opportunities to all sections of the society in terms of procurement. However, despite providing sufficient opportunities and raising awareness among Micro, Small, and Medium Enterprises (MSEs), including SC/ST and Women-owned MSEs, their participation in opportunities offered by RailTel in terms of procurement of goods and services remains low due to dynamic nature, technical requirements and competitive environment of the service industry. Necessary awareness and interactive sessions (Vendor meets) were organised in February 2024 and March 2024, to increase their participation in procurements done by RailTel. This included ''All India Vendor Meet'' in Feb 2024 to strengthen partnerships, listen to vendor challenges and gather suggestions that will help streamline operations/ executions, make processes smoother and more user-friendly for growth as well as brighter future for all parties involved. RailTel also launched new ''Vendor Bill tracking system'' so that they could track their bills and vendors were made aware about the system. Apart from this, mutual discussions were also held in the meeting to maintain transparency between RailTel and vendors. A Vendor meet specifically targeted for Women is conducted in March 2024.

19. Right to Information Act, 2005

Your Company has a well-defined mechanism in place to deal with the RTI applications under the Right to Information Act, 2005 ("RTI Act"). RCIL being a responsible Public Sector Undertaking has complied with the provisions of the RTI Act and has designated Nodal Officer, CPIO, CAPIO, Transparency officer and Appellate Authority as required under the provisions of the RTI Act. The RTI Act seeks to provide for setting out the practical regime of Right to Information for citizens to secure access to information under the control of Public Authorities in order to promote transparency and accountability in the working of every Public Authority.

Your Company has hosted RTI related information on its website and same may be accessed at https:// www.railtel.in/rti.html. Besides, keeping in view the purpose of suo-motu disclosures under section 4 of the RTI Act, 2005, your Company has hosted a dedicated page on its website, through which a large amount of information in the public domain is placed on a proactive basis. This is being done to make the functioning more transparent and reduce the need for filing individual RTI applications.

The details of RTI dealt during the year is shown in Table-3.

Table-3
Particulars	Nos.
No. of RTI cases pending as on 01/04/2023	06
Received during the Year	168
Disposed off (including rejected) during the	165
year
Pending as on 31/03/2024	9*

*All pending applications were within statutory timeline prescribed by RTI Act.

20. Business Responsibility and Sustainability Report

21. Particulars of Loans, Guarantees or Investments

During the year, RCIL has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

The detail of investments made by the Company is given in the notes to the Financial Statements.

22. Internal Controls Systems and their Adequacy

The Company has an internal control system in commensuration with size, scale and complexity of its operations. During the year, the Company has engaged Internal Auditors to carry out Internal Audit of the Company. The highlights of internal audit report and their synopsis were placed before the Audit Committee for its review.

RCIL implemented ORACLE ERP solution with name "Project Parivartan" and all modules like Projects, Procurement, Operations, Maintenance, Finance, HR, Sales and Marketing and these modules are live from December 2013. Implementation of "Project Parivartan" has empowered all employees to focus on their core competencies, making the work environment stress free, at the same time ensuring transparency and decision making in the system. During the year 2023-24, RCIL''s IT team continuously worked towards strengthen of core processes of these implemented modules so that users could effectively and efficiently use ERP for day-to-day work. New features such as Upgradation of ERP to newer version with better look and feel, Implementation of Password Change Policy, Implementation of New Order Entry System for Stock Exchanges Intimation, Attendance Management Solution for CO Office, Development of ERP Change Request Portal, Tender EMD Application and Customer Tender Application Registry have been developed apart from regular O&M and enhancements works including development of new reports.

23. Annual Return

The Annual Return of RCIL pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and Regulation 34 of Listing Regulations, for the financial year ended on March 31, 2024 is placed at https://www.railtel.in/annual-return. html.

24. Management''s Discussion and Analysis Report

25. Human Resource Development

The Human Resource Development ("HRD") function in the organization has been designed to maximize employee performance. HRD is primarily concerned with the management of people within organization and focusing on policies and systems. RCIL firmly believes in the strength of its most vital asset i.e. Human Resource. RCIL cares and values for its human resource which is the bedrock of success story. To keep the employees'' morale high, your Company extends several welfare benefits to them and their families by way of implementing various new and revised welfare policies for its employees..

As on 31^st March, 2024, the Company had total manpower strength of 858 employees including regular, deputationist, contractual and consultants. The details are shown in Table-4. During the year, Company has also availed the services of 1803 outsourced employees.

Table-4
Category	No. of Employees for the year ended 31.03.2023	No. of Employees for the year ended 31.03.2024
Regular Employees	474	478
On Deputation	45	48
On Contract (Direct)	206	291
On Contract (Re-employed)	27	30
Consultants	13	11

The percentage of women employees, SC/ST/OBC/EWS employees, persons with disabilities and exservicemen out of regular employees of the Company is shown in Table-5:-

Table-5
	Category	No. of Employees for the Year ended 31.03.2023	No. of Employees for the Year ended 31.03.2024	% of total no. of regular employees during financial year ended 31.03.2024	No. of recruitment made in these categories*
	Women Employees	49	52	10.88	3
	SC Personnel	72	73	15.27	1
	ST Personnel	22	25	5.23	3
	Other Backward Classes	132	136	28.45	4
	Person with Disabilities	7	9	1.88	2
	Ex-Serviceman	0	1**	0.21	0
	Economic Weaker Section (EWS)	0	0	0	0
* Employees who join on absorption basis are regular employees but not part of recruitment data. **One employee has been absorbed from subsidiary company i.e. RailTel Enterprises Limited (REL) to RCIL on merger of REL into RCIL in September 2023.

The company has been following the Government guideline regarding reservation for SCs, STs, OBCs, EWS, Person with disabilities and Ex-Servicemen.

26. Particulars of Employees

The terms and conditions of the appointment of Functional Directors are subject to the applicable guidelines issued by the DPE, Government of India.

27. Rajbhasha (Official Language)

For implementation of the Official Language Policies of the Government of India, an Official Language Cell is set up in RailTel Corporate Office comprising of Mukhya Rajbhasha Adhikari, a nominated Rajbhasha Adhikari and a Senior Manager/Rajbhasha, Consultant/Rajbhasha. Each Regional Office of RailTel has one Nominated Rajbhasha Adhikari. In RailTel, the Official Language Implementation Committee meeting is held every quarter under the chairmanship of Chairman and Managing Director. Official language progress reports are regularly sent to Railway Board,

Ministry of Home Affairs, Town Official Language Implementation Committee (NARAKAS).

Second Sub-Committee of the Parliamentary Committee on Official Language inspection.

RailTel''s Patna, Lucknow, Bangalore, Prayagraj, Nagpur territory offices had been inspected by the Second Sub-Committee of the Parliamentary Committee on Official Language on 10.05.2023,

24.06.2023 16.07.2023, 18.11.2023, 18.01.2024

respectively to review the use of Hindi.

Organizing Hindi Pakhwada

On the occasion of Hindi Diwas, Hindi Pakhwada was celebrated in RailTel from 14 to 29 September, 2023 and various activities/programs were organized during the pakhwada. On the occasion of the closing ceremony of Hindi Pakhwada 2023, the Chairman and Managing Director gave cash prizes and certificates to the officers and employees who secured first, second and third place in different competitions. Consolation prizes were also given. Besides, award was also given to employees who had done Commendable work in Hindi during the year.

Hindi Workshop:

As per the instructions of the Department of _)

Official Language Ministry of Home Affairs, Hindi workshops are organized every quarter in the office in which eminent scholars of Hindi are invited for lectures. Four workshops were organized by RailTel during Financial Year 2023-24.

Publication of "RailTel Gatividhian" and Rajbhasha Patrika "RailTel Pragati"

A quarterly newsletter "RailTel Gatividhian" is being published regularly by RCIL for the use of the Official Language. Its 19th edition was published as International Women''s Day special edition named "Tavishi". Besides this, RailTel also publishes the official language magazine "RailTel Pragati" on a half yearly basis of which nine(9) editions have been published so far. Provision has been made to pay honorarium for articles published in RailTel magazine and News letter.

RailTel Rajbhasha Magazine "RailTel Pragati" was awarded in the best magazine category by Town Official Language Implementation committee (NARAKAS).

It is a matter of pride for "RailTel Pragati" and a tremendous achievement as the Town Official Language Implementation Committee has 44 PSUs as its members.

28. Prevention, Prohibition and Redressal of Sexual Harassment

For the said purposes, RCIL has an Internal Complaints Committee (ICC) in place at its Corporate Office and all four Regional Office(s) which is responsible to:-

â¢ Investigate every formal written complaint of sexual harassment.

â¢ Meet at regular intervals.

â¢ Prepare an Annual Report containing the details of complaints of sexual harassment pursuant to the provisions of Act and provide the same to employer.

â¢ Take appropriate remedial measures to respond to any substantial allegations of sexual harassment.

The composition of Internal Complaints Committee on Sexual Harassment comprised of one independent nominee from YWCA as member of the committee, besides, three other executives from corporate office of the company as member of the committee. The Committee is headed by women Chairperson.

The summary of complaints dealt during the year is shown in Table-6:

Table-6
Particulars	Nos.
Number of complaints of Sexual Harassment received in the year.	Nil
Number of complaints disposed off during the year.	Nil
Number of cases pending for more than 90 days.	Nil
Number of workshops on awareness programmes against sexual harassment conducted during the year.	2

29. Risk Management

The Board of Directors of your Company in their 122^nd meeting held on 17^th June, 2021 has considered and approved the revision in existing RMP to make it sync with the requirement of amendment in SEBI (LODR) Regulations, 2015. The revised Risk Management Policy is implemented in RCIL.

In order to develop and implement an Enterprise Risk Management Framework, RCIL has constituted a Board Level Risk Management Committee

(Apex Level). The Risk Management Committee has the key role of monitoring the development, implementation and performance of the Enterprise Risk Management framework and maintains an enterprise-wide view of the top risks.

In order to further strengthen Risk Management and implement a suitable process, RCIL has also formed a Functional Risk Management Committee constituted with Chief Risk Officer and heads of key functions/ departments. The functional heads will facilitate the identification and assessment of risks within their departments/functions with the assistance of their teams.

In terms of the approved Risk Management Policy, following key risks have been identified:

1) Project Risk

2) Strategy Risk

3) Market Risk

4) People Risk

5) Technology Risk

6) Reputation Risk

7) Insurable Risk

8) Contractor/Vendor Risk

9) Cyber Security Risk

30. Related Party Transactions

In terms of Ministry of Corporate Affairs order dated

29.08.2023, RailTel Enterprises Limited wholly owned subsidiary of your company stand amalgamated with RailTel Corporation of India Ltd. As on date, your Company has no subsidiary company pursuant to section 134(3)(h) of the Companies Act 2013, read with Rule 8(2) of Companies (Accounts) Rules, 2014. During financial year 2023-24, particulars of contracts or arrangements with related parties in specified Form no. AOC-2 and is placed at Annexure-1.

31. Corporate Governance

A detailed report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended and forms part of the Annual Report. The Company has always worked towards enhancing the Corporate Governance and the principles underlying the same within the organization. Your Company is in compliance with DPE Guidelines on Corporate Governance to the extent possible. Pursuant to the requirements of DPE Guidelines, 2010, a certificate obtained from Practicing Company Secretary and is forming part of this Annual Report.

In compliance with the directives of DPE, the Company is sending its quarterly report in the prescribed manner to its Administrative Ministry/ DPE. For each quarter, CPSEs are graded under various heads viz; Composition of Board, NonOfficial Directors, Board Meetings, Code of Conduct, Audit Committee, Remuneration Committee, Board Disclosures, Directors'' Remuneration etc. on the basis of scores prescribed for each head. For the year under review, RCIL has secured, based on selfevaluation, an annual score of "94.84%" which falls under "Excellent" grade for compliance of DPE Guidelines on Corporate Governance for FY 2023-24.

32. Corporate Social Responsibility

As per Section 134(3)(o) read with Section 135 of the Companies Act, 2013 along with the Rules made under Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has formulated a CSR & Sustainability Policy which provides a broad framework within which the Company will carry out its CSR activities. The policy aims for social and economic development of community in the areas of nutrition and healthcare, women empowerment, rural development, education, skill development, health and such other areas and adhere to sustainable and transparent business practices. The activities to be undertaken under the policy will be in accordance with Schedule-VII of the Act and directives issued by DPE from time to time.

During the FY 2023-24, RCIL has undertaken to spend '' 739.36 lakh on CSR activities ('' 484.49 Lakh for FY 2023-24, which is 2% of average net profit before tax (PBT) of the company earned during the immediately preceding three Financial Years) plus '' 254.87 Lakh as unspent from previous years. Out of this CSR budget, '' 484 Lakh was spent during FY 2023-24 on CSR activities.

During the year, RCIL has carried out various CSR activities like Promoting Education, establishing Health Center in Purulia, West Bengal, Healthcare and Nutrition for poor at SPSR, Vellore & children of sex workers in Kolkata, Support to orphan/slum children, Skill development for youth at Delhi, Donation of sewing machines at Delhi, Construction of toilets and Installation of Street Lights at Kushambi, UP etc.

One of the RCIL''s flagship CSR initiative namely ''RailTel''s Akansha Super-30, Dehradun, Uttarakhand'' is related to providing free lodging and mentorship to poor but talented students from state of Uttarakhand, for admission to IIT''s and other premier engineering institutes. The program has success rate of 96% with students getting admission to IIT-JEE and other premier engineering institutes. The Annual Report on CSR as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is forming part of this Report and is placed at Annexure-II.

33. Secretarial Standards

During the year, the Company is in compliance with the applicable Secretarial Standard issued by the

Institute of Company Secretaries of India (ICSI) to the extent applicable.

34. Compliance of Cyber Security Guidelines

During the year, the Company is in compliance with the applicable Cyber Security Guidelines issued by the Government of India to the extent applicable.

35. Vigil Mechanism

Vigilance Administration is an integral part of any organization. If the vigilance set up is effective in an organization, it will certainly ensure the functioning of the other segments in an efficient way. The Vigilance Administration consists of preventive and punitive anti-corruption measures. The measures include detecting irregularities, analyzing, and finding out reasons for such irregularities and making effective systemic improvements to curb them. It also includes identifying public servants accountable for misconduct and taking appropriate punitive actions.

During the year, the Vigilance Department carried out various preventive activities including periodic and surprise inspections which led to various system improvements. This shall enable RCIL to proactively ensure transparency in various spheres of Company''s activities as well as also take punitive measures wherever required.

The Status of Vigilance activities during the year is shown in Table-7:

	Table-7
Sr. No.	Particulars	Nos.	Remarks
1	Number of Complaints received during the year	36	All complaints dealt as per complaint handling policy in a timely manner.
2	Number of investigation reports carried out during the	14	Related to tender/contract management
2	year (incl. under directions of CVC & Railway Board) Number of Officers against whom disciplinary	14	and procedure violations.
			and procedure violations.
3	proceeding initiated arising out of investigations (incl. CBI cases) a) Major departmental action	0

Sr. No.	Particulars	Nos.	Remarks
	b) Minor departmental action	0
4	Number of Inspections conducted during the year
	a) Periodic inspection	50	Across Corporate Office, Regional
	b) Surprise inspection	13	offices & field units.
	c) CTE Type inspection	04
5	Number of System Improvements taken up during the	12	In respect to HR/Admin policies &
â>	year	1 C-	procurement matters.

(i) Inspections by Vigilance Department

Vigilance team led by CVO visited Hyderabad from

07.07.2023 to 11.07.2023 during which inspection was carried out at Southern Region Regional Office and Store & Data Center at Secunderabad.

CVO accompanied by Vigilance team inspected Chandigarh Territory Office, Chandigarh PoP, Hartron Project Office and Ambala PoP from

19.07.2023 to 20.07.2023.

CVO visited Bangalore from 19.09.2023 to 21.09.2023 during which Territory Manager/Bangalore gave an overview of the territory.

CVO inspected Gandhigram PoP on 07.09.2023 and Ekta Nagar PoP on 09.09.2023.

As a part of periodic inspection, Vigilance team inspected Jaipur PoP and Dausa PoP on 30.04.2023 & 01.05.2023 respectively. The team also inspected Varanasi and Prayagraj PoP from 08.09.2023 to

09.09.2023 and Ludhiana and Amritsar PoP on

15.06.2023 to 17.06.2023.

Other than periodic inspections, Sr. DGM/Vigilance made a surprise inspection of Bhubaneswar PoP and Puri PoP on 01.12.2023.

(ii) Other important work done in Vigilance department

â¢ IT Initiatives: Online Complaint Portal is already linked to website for complaints handling. Vigilance profiles for all E-5 and above level Executives updated on SOLVE (System for Online Vigilance Enquiry) portal of DoPT. Online Vigilance database of all Executives are updated in ERP. After receiving request from HR Department, 100% vigilance clearance is processed by Vigilance Department on ERP.

â¢ Trainings: 28 trainings conducted on procurement, contract and preventive vigilance matters covering all employees.

(iii) Vigilance Awareness Week

As per the CVCs directives, Vigilance Awareness Week was observed in RailTel from October 30, 2023 to November 5, 2023 with the theme "Say no to corruption; commit to the Nation"; "HI''vipk dT fOj/T dj jV d f lefir jg"- During the week, a number of vigilance awareness activities were carried out and events organized involving RCIL''s Officials as well as for other Citizens. The week began with integrity pledge to RCIL officials on 30.10.2023. A brief of such activities is as under:

1) During the Vigilance Awareness Week on

30.10.2023, CMD administered integrity pledge to all RailTel Employees. The Officials from Regional/Territory Offices also joined through RailTel''s in-house Telepresence services.

2) A Nukkad Natak on Public Interest Disclosure & Protection of Informer (PIDPI) was organized by employees on 30.10.2023.

3) A Quiz competition was held among all employees of Corporate Office on 30.10.2023.

4) On 31^st October, 2023 Mrs Arti C Srivastava, Addl. Secy, CVC delivered a talk about awareness of PIDPI.

5) On 1^st November, 2023, Additional Secretary from CVC, Dr Praveen Kumari Singh spoke about Good Governance & Cyber hygiene and and Shri B.K. Singh, Dy. Legal Adviser, CBI delivered a talk on Departmental Misconduct and Criminal Misconduct.

6) On concluding day, Shri S.P. Beck, ED (Vigilance/ S&T), Railway Board delivered a talk on importance of honesty, integrity and probity in life.

7) During the observance of VAW-2023, various competitions were held, where employees and their family members participated. The winners for Speech/Debate, Article/Essay, Poem, Quiz, Nukkad Natak & Posters competition were also felicitated with certificate of appreciation on

03.11.2023.

8) During the closing ceremony of Vigilance Awareness Week, RailTel Vigilance Department released Fourteenth edition of Vigilance Bulletin.

9) Vendors Meet: Organized Vendor meets at Regional Offices and Corporate Office during Vigilance Awareness Week 2023.

10) During 3 Months campaign period (16th August, 2023 to 15th November, 2023), as per CVC directives, RailTel had very fruitful Capacity Building Program sessions on 5-themes, namely, Systems and Procedures, Cyber Hygiene & Security, Procurement, Role of IO/ PO in conducting inquires and HR Systems & Procedures.

36. Statutory Disclosures

Your Directors have made necessary disclosures, as required under various enactments including the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

37. Auditors

Statutory Auditors

The C&AG has appointed M/s S.R. Goyal & Co. of New Delhi as Central Statutory Auditors of the Company to audit the Financial Statements for the year ended on 31st March, 2024.

Besides that, the C&AG has also appointed the following firms of Chartered Accountants as Branch Auditors for audit of the Regional Office(s) of the Company:

Auditor	Region
M/s. S.R. Goyal & Co.	Northern Region & Corporate Office
M/s. Laxminiwas & Co.	Southern Region
M/s. J L Sengupta & CO.	Eastern Region
M/s. Banshi Jain & Associates	Western Region

Cost Auditors

The Company has appointed M/s. Dhananjay V. Joshi, Cost Accountants as Cost Auditors to audit the cost record maintained by the Company for the Financial Year 2023-24.

The Company has filed Form CRA-2 with the MCA in this regard.

Secretarial Auditor

During the year, pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, RCIL has appointed M/s. T. Chatterjee & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit has been conducted by M/s. T. Chatterjee & Associates, Practicing Company Secretaries and issued a Secretarial Audit Report in the format prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report of the Company for the year ended 31st March, 2024 in Form no. MR-3 and the Management''s reply on the observation/ comments of Secretarial auditor shall forms part of this report and are placed at Annexure-III and Annexure-IV respectively.

Internal Auditors

Your Company has appointed five Internal Auditors for carrying internal audit of Corporate & four regions. The details of internal auditors are as under: -

Name Internal Auditors	Region
M/s Raj Har Gopal & Co.	Corporate Office
M/s Sudhir Kumar Jain and Associates	Northern Region
M/s A R Sulakhe	Southern Region
M/s KGRS & Co	Eastern Region
M/s Vinod Singhal & Co. LLP	Western Region

38. Comments of C&AG

The comment(s) of C&AG are attached and forming part of this Annual Report.

39. Auditors'' Report

The Auditors'' Report of the Company for the year ended 31st March, 2024, is attached with the Financial Statement of the Company. There is no qualification in the Auditors Report on the Financial Statements of the company. During FY 2023-24, no fraud has been reported by the Auditors of the Company.

40. Energy Conservation, Technology Adoption, Foreign Exchange Earnings and Outgo

41. MOU with Administrative Ministry

RCIL is signing a MoU with the Government of India, MoR whereby laying inter alia the physical and financial targets. The MOU pertaining to FY 2023-24 has been signed with MoR within stipulated time. For the year 2022-23, RCIL has got "Very Good" rating from DPE.

For the MoU targets 2023-24, RCIL has complied with various guidelines communicated by DPE as given below:-

a) DPE Guidelines issued from time to time on CSR expenditure;

b) Steps and initiative taken for Health & Safety improvement of Human Resources in CPSEs as prescribed by the Administrative Ministry;

c) Procurement from GeM is Rs. 56.45 Crore (11.02%) of total procurement (goods & services) against approved plan of Rs. 52.83 Crore.

d) Procurement of goods or services through MSEs is 53% total procurement of goods and services against target of 25%.

e) Procurement of goods & services through SC/ ST MSEs is 4% of total procurement of goods & services against target of 4%.

f) Procurement of goods & services through Women MSEs is 3% of total procurement of goods and services against target of 3%.

g) Acceptance/Rejection of goods & services through TReDs portal is 100%.

h) Expenditure management economy measures and rationalization of expenditure.

i) Guidelines on Accessible India Campaign (Sugamya Bharat Abhiyan)

j) Guidelines on implementation of the Apprenticeship Act, 1961

k) Compliance of provisions related to TREDS as outlined in DPE OM NO-DPE-7(4)/2007-Fin dated 04.05.2020.

The company has also complied with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are within the control of the company.

The details of DPE MOU 2023-24 target parameter vs achivement has been given at Annexure-VI.

42. Event occurring after the Balance Sheet Date

As such, no significant events occurred between the end of the financial year to which this Financial Statements relates and date of this report.

43. General Disclosure

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:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) Neither the Chairman and Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from subsidiary company.

(e) No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

(f) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(g) One time settlement of loan obtained from the Banks or financial institutions.

44. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

45. Directors Responsibility Statement

In terms of the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, as amended, your Directors 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 judgments 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) that internal financial controls are adequate and operating effectively; and

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

46. Acknowledgements

Your Directors would like to place on record their sincere appreciation and gratitude to the Indian Railways, Government of India, Department of Investment and Public Asset Management (DIPAM), Ministry of Communications and IT and other Ministries/Departments, subscribers of Company''s telecom services, the stakeholders, and bankers and to all the State Governments, Local Bodies and Regulatory authorities for their continued cooperation and invaluable support.

Your Directors thank all shareholders, business partners and all members of the RCIL Family for their faith, trust and confidence reposed in the Board. Your Directors express their deep appreciation for the hard work and dedicated efforts put in by the employees at all levels and look forward to their continued contribution in achieving the mission and objective of the Company.

Mar 31, 2023

Your Company''s Directors are pleased to present 23^rdAnnual Report of the Company, together with the Auditors'' Report and Comments of the Comptroller and Auditor General of India ("C&AG"), for the Financial Year ended 31^st March, 2023 prepared in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-["Listing Regulations"] as amended from time to time.

1. Company Overview

RailTel Corporation of India Limited ("RCIL") is one of the largest neutral telecom infrastructure providers in the country owning a Pan-India optic fiber network along Railway track. The biggest USP of RCIL is its ownership of a Pan-India 61000 RKM of Optic fiber network which covers all important towns & cities of the country and several rural areas covering 70% of India''s population. RCIL with strong nationwide presence is committed to bring cutting edge technology and offer innovative services to the Indian Telecom market. With its Pan-India high-capacity network, RCIL is working towards creating a knowledge society at various fronts.

Equipped with ISO-9001-2008, ISO-27001:2005 and ISO 20000-1:2011 certification, RCIL offers a wide gamut of managed telecom services to Indian Telecom market. The service includes RCIL e-office, Managed lease lines, Tower collocation, MPLS based IP-VPN, Internet, Data Center services, HD Video Conferencing Services, NGN based voice carriage services to Telecom Operators, Services to Internet Service Providers, MSOs, Enterprises, Banks, Government Institution/ Departments, Educational Institutions /Universities, PSUs etc.

RCIL being a "Mini Ratna (Category-I)" PSU is steaming ahead in the enterprise segment with the

launch of various services coupled with capacity augmentation in its Core network. Your company stands as the only telecom PSU, which is a 100% debt free company and consistently profit-making PSU in telecom sector.

2. Financial Highlights

During the year, your Company has achieved total consolidated turnover of '' 2002.20 Crore. The Company has observed an increase of 27.93% in its revenue from operations which comes out to be '' 1946.52 Crore on standalone basis. The total turnover of the Company during the year is ''2002.20 Crore comprising of other income of ''38.68 Crore. The summarized financial results of your Company are shown in Table 1.

3. Listing of Shares

4. Share Capital

There is no change in the capital structure of the Company during the period under review and from the end of the FY till the date of this report.

Accordingly, Issued, Subscribed and Paid-up Share Capital is '' 320.94 crore divided into 32.09 crore Equity Shares of '' 10 each as on 31^st March, 2023, including '' 305.94 crore issued for consideration other than cash.

The details of dematerialization of shares, Demat Suspense Account/Unclaimed Suspense Account is provided in the Corporate Governance Report as annexed to this report.

Tablel: Financial Highlights of Company

(In ^ Crore)
Particulars	Year ended 31/03/2023	Year ended 31/03/2022	Year ended 31/03/2023	Year ended 31/03/2022
	Consolidated		Standalone
Total Revenue
-Revenue from Operations	1963.51	1548.45	1946.52	1521.54
-Other Income	38.68	29.28	34.15	25.94
Expenditure	1745.36	1347.21	1726.03	1318.11
Depreciation	154.31	160.18	154.27	160.13
Profit Before Interest, Tax & Exceptional items	256.84	230.52	254.64	229.37
Interest	0	0	0	0
Exceptional Items	2.06	-50.10	2.06	-50.18
Tax/ Others	65.71	71.67	65.20	71.22
Profit for the Year	189.07	208.94	187.38	208.34
Basic EPS (In ^)	5.89	6.51	5.84	6.49

5. Dividend

Your Company has a consistent track-record of dividend payment. The Board of Directors of your Company had earlier approved payment of an Interim Dividend of ^ 1.50 per share amounting to ^ 48.14 Crore for the FY 2022-23. Further, the Board has recommended payment of final dividend of ^ 1.05 per share amounting to ^ 33.69 Crore for the FY 2022-23. The total dividend payment for the FY 2022-23 would be ^ 81.83 as compared to ^ 77.02 crore paid for the FY 2021-22.

In terms of Regulation 43A of Listing Regulations and the guidelines on "Capital Restructuring of Central Public Enterprises" issued by the DIPAM, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The said Policy is annexed to this report at Page No. 72 and is also available on the Company''s website i.e. www.railtelindia.com

6. Railways Revenue Share

The Company is also contributing by way of revenue share @ 7 % on services to Indian Railways and the total share of such contribution comes to ^ 41.93 Crore as against such share of ^ 39.72 Crore in the

preceding year. The cumulative revenue share to Railways amounting to ^ 380.93 Crore till this year.

Besides, the Company has also paid license fee @ 8% (at present) to DoT, Govt. of India on its income from telecom business carried by it under licenses granted to it.

7. Reserves

8. Capital Expenditure

During the year, Capital expenditure of ^ 182 Crore approx. was incurred mainly on OFC related assets, Telecom & Radio equipment''s etc. The Company made commitments to the tune of ^ 145.22 Crore on capital account and accordingly, expenditure would be booked during the current financial year, in addition to the capital expenditure allocated for FY 2022-23.

9. Declaration from Independent Directors

10. Number of Meetings of Board

The Board met Eight (8) times for transacting the business of the Company during the FY 202223 i.e., on 04/05/2022, 24/05/2022, 09/07/2022, 10/08/2022, 29/09/2022, 10/11/2022, 31/01/2023 and 22/03/2023. The particulars of the meetings held and attended by Directors are detailed in the Corporate Governance Report as annexed to this report.

11. Details of changes in Directors and other Key Managerial Personnel:

The following changes took place in the Board/Key Managerial Personnel of the Company during the year and up-to date of Report:

Appointment of directors: -

1. Shri Rakesh Ranjan was appointed as Parttime Govt. Nominee Director w.e.f. 18/04/2022. Further, he has been entrusted with the additional charge of the post of Director/ Network, Planning and Marketing w.e.f. 06/10/2022 till 04/07/2023.

2. Smt. Aruna Singh was entrusted with the additional charge of the post of Chairman & Managing Director w.e.f. 11/05/2022 till 23/09/2022.

3. Shri Sanjai Kumar has been appointed as Chairman & Managing Director w.e.f. 23/09/2022.

4. Shri Vikas Kumar Jain has been appointed as Part-time Govt. Nominee Director w.e.f. 19/09/2022 till 30.01.2023.

5. Shri Rabindra Nath Mishra has been entrusted with the additional charge of the post of Director/ Finance w.e.f. 07/10/2022 till 26/10/2022.

6. Shri V. Rama Manohara Rao has been appointed as Director/Finance w.e.f. 27/10/2022.

7. Shri V. Rama Manohara Rao has been appointed as Chief Financial Officer w.e.f. 10/11/2022.

8. Shri Rameshwer Meena has been appointed as Part-time Govt. Nominee Director w.e.f. 17/03/2023.

9. Shri Manoj Tandon has been appointed as Director/Project, Operations and Maintenance w.e.f. 20/03/2023.

10. Shri Yashpal Singh Tomar has been appointed as Director/Network Planning and Marketing w.e.f. 04/07/2023.

Cessation of Directors: -

1. On completion of tenure, Shri Puneet Chawla ceased to be Chairman & Managing Director w.e.f. 11/05/2022.

2. On completion of tenure, Shri Chinnsamy Ganesan ceased to be Part-time non-official/ Independent Director w.e.f. 12/07/2022.

3. On completion of tenure, Shri V. Shanker ceased to be Part-time Govt. Nominee Director w.e.f. 08/08/2022.

4. On appointment of Shri Sanjai Kumar as full time Chairman & Managing Director, Smt. Aruna Singh who has been entrusted with the additional charge of the post of Chairman & Managing Director, ceased to be Chairman & Managing Director w.e.f. 23/09/2022.

5. On being elevated to the post of Chairman & Managing Director, Shri Sanjai Kumar ceased to be Director/Network, Planning and Marketing w.e.f. 23/09/2022.

6. On completion of tenure, Shri Anand Kumar Singh Singh ceased to be Director/Finance and Chief Financial Officer w.e.f. 01/10/2022.

7. On appointment of Shri V. Rama Manohara Rao as full time Director/Finance, Shri Rabindra Nath Mishra who has been entrusted with the additional charge of the post of Director/ Finance, ceased to be Director/Finance w.e.f. 27/10/2022.

8. On transfer of Shri Vikas Kumar Jain from the post of ED/ GS (Civil)-I/ Railway Board, he ceased to be Part-time Govt. Nominee Director w.e.f. 30/01/2023.

9. On appointment of Shri Yashpal Singh Tomar as full time Director/Network Planning and Marketing, Shri Rakesh Ranjan, who has been entrusted with the additional charge of the post of Director/Network Planning and Marketing ceased to be Director/Network Planning and Marketing and is continuing as part time govt. nominee director w.e.f. 04/07/2023.

12. Retirement of Director by Rotation

In terms of the Companies Act, 2013, the provisions with respect to retirement of Directors by rotation will not be applicable to the Independent Directors of the Company. In view of this, no Independent Director is being considered to be retired by rotation. The Part-time Govt. nominee directors were considered as directors not liable to retire by rotation but other directors (i.e. functional directors) will be retiring by rotation. Accordingly, Shri V. Rama Manohara Rao is liable to retire by rotation and being eligible, offers himself for reappointment.

13. Remuneration to Directors

RCIL, being a Government Company under the provisions of the Companies Act, 2013, the Directors of the Company are appointed by the President of India acting through Ministry of Railways ("MoR"), Government of India. The functional Directors are appointed by the Government of India who draw remunerations under Industrial Dearness Allowance pattern of pay scale except in case of Shri Puneet Chawla Ex-CMD, who was on deputation to RCIL from MoR and was drawing Central Dearness

Allowance pay scales as pre-determined by the Government and as per the terms and conditions of their appointment issued by the Government of India from time to time.

The Part time Government Nominee Directors on the Board of the Company do not draw any remuneration from the Company.

14. Policy on Performance Evaluation of Directors

The performance evaluation of CMD includes selfevaluation and final evaluation by the MoR.

Further, MCA vide its notification dated 5^th July, 2017 has exempted the provisions relating to review of performance of Chairperson and non-independent directors and the Board as a whole from evaluation mechanism, prescribed in Schedule IV of the Companies Act, 2013, for Government Companies.

15. Committees of the Board

As on March 31, 2023, the Board had five committees namely the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibilities Committee, the Stakeholders Relationship Committee and the Risk Management Committee. The detailed note on the composition of the Board and its committees are provided in the Corporate Governance Report section of this Annual Report and the details of the Committees of the Board is also available on the website of the Company i.e., www.railtelindia.com

16. Subsidiary

Your Company has a wholly owned subsidiary by the name of RailTel Enterprises Limited ("REL") incorporated on 12^th August, 2014 under the provisions of the Companies Act, 2013.

The authorised share capital of REL is ^ 50 Crore and paid-up share capital is ^ 10 Crore. The entire equity share capital of REL is held by RCIL through its nominees. The affairs of the Company

are managed, controlled and supervised by three Directors nominated by RCIL''s Board.

The Company has filed an application for amalgamation of REL with RCIL which is pending for approval before the MCA.

During the year under review, no company has become or ceased to be subsidiary/ joint venture/ associate Company of RCIL.

The Consolidated Financial Statements of the Company duly audited by the Statutory Auditors are presented in the Annual Report.

A report on performance and financial position of the subsidiary is presented in a separate section of this Annual Report. Please refer Form AOC-1 annexed to the consolidated Financial Statements in the Annual Report.

17. Projects Undertaken

The details of the projects undertaken during the year are included in Management Discussion & Analysis Report which is forming part of this Annual report.

18. Procurement from Micro and Small Enterprises

The achievement of procurement target from MSEs during the financial year 2022-23 in compliance to the aforementioned Public Procurement Policy is shown in Table-2.

Table-2
Sl.	Particulars	2022-23 (^ in Cr.)
1	Total annual procurement (in value)	513.47
2	Total value of procurement from MSEs	277.88
3	% age of procurement from MSEs (including SC/ST and women)	54.12
4	Total value of procurement from only MSEs owned by SC/ST entrepreneurs	1.17
5	% age of procurement from MSEs owned by SC/ST entrepreneurs w.r.t. procurement through MSEs	0.23
6	Total value of procurement from only MSEs owned by Women entrepreneurs	30.84
7	% age of procurement from MSEs owned by Women entrepreneurs w.r.t. procurement through MSEs	6.01

Central Government vide its notification F.No. 16/8/2018- P&G policy dated 2.11.2018 has mandated that companies registered under Companies Act 2013 with a turnover of more than Rs.500 Crs and all CPSUs shall be required to get themselves on boarded on TReDS. TReDS (Trade Receivables Discounting System) is an institutional mechanism set up in order to facilitate the discounting of invoices for MSMEs from Corporate Buyers through multiple financers. RailTel is registered on TReDS platform wef 18.03.19 through Mynd Solution Private Limited or M1 Xchange.

19. Right to Information Act, 2005

Your Company has a well-defined mechanism in place to deal with the RTI applications under the Right to Information Act, 2005 ("RTI Act"). RCIL being a responsible Public Sector Undertaking has complied with the provisions of the RTI Act and has designated CPIO/CAPIO, Appellate Authority & Transparency Officer and also a Nodal Officer to oversee its implementation as required under the provisions of the RTI Act. The RTI Act seeks to provide for setting out the practical regime of Right to Information for citizens to secure access to information under the control of Public Authorities in order to promote transparency and accountability in the working of every Public Authority. The details of RTI dealt during the year is shown in Table-3.

Table-3
	Particulars	Nos.
	No. of RTI cases pending as on 01/04/2022	03
	Received during the Year	242
	Disposed off during the year	236
	Pending as on 31/03/2023	7

20. Business Responsibility and Sustainability Report

In compliance with the requirement of Clause (f) of sub-regulation (2) of Regulation 34 of Listing

Regulations, the Business Responsibility and Sustainability Report ("BRSR") is presented in the separate section which is forming part of this Annual Report.

21. Particulars of Loans, Guarantees or Investments

During the year, RCIL has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

The detail of investments made by the Company is given in the notes to the Financial Statements.

22. Internal Controls Systems and their Adequacy

The Company has an internal control system in commensuration with size, scale and complexity of its operations.

During the year, the Company has engaged Internal Auditors to carry out Internal Audit of the Company. The highlights of internal audit report and their synopsis were placed before the Audit Committee for its review.

RCIL has implemented ORACLE ERP solution with name "Project Parivartan" and all modules like

Projects, Procurement, Operations, Maintenance, Finance, HR, Sales and Marketing are live from December 2013. Implementation of "Project Parivartan" has empowered all employees to focus on their core competencies, making work environment stress free, at the same time ensuring transparency and decision making in the system. During the year 2022-23, RCIL''s IT team continuously worked towards strengthen of core processes of these implemented modules so that users could effectively and efficiently use ERP for day-to-day work. New ERP Modules like Financial Budgeting, Payables Provision Invoicing, Integration between Learning Management System with ERP, Integration between HPSM with ERP, PAC/FAC Application and Revenue/Outstanding as per Credit Policy Application have been developed apart from regular O&M and enhancements works including development of new reports.

Further, as per management and business requirement, during the FY 2023-24, ERP team shall be working for development of new applications like Vendor Bill tracking Application, Dashboard Mobile App for higher management, Project Management Application, Document Management System, Appraisal Management System, Enhancement in supplier BG and EMD modules, ERP version upgrade, Attendance Management System, PCDO Application, Bank Integration for Receivables. Furthermore, in the next financial year RCIL''s IT team shall be working towards strengthening of existing ERP modules and development of other additional requirements.

23. Annual Return

https://www.railtelindia.com/annual-return.html

24. Management''s Discussion and Analysis Report

25. Human Resource Development

The Human Resource Development ("HRD") function in the organization has been designed to maximize employee performance. HRD is primarily concerned with the management of people within organization and focusing on policies and systems. RCIL firmly believes in the strength of its most vital asset i.e., Human Resource. RCIL cares and values for its human resource which is the bedrock of success story. To keep the employees'' morale high, your Company extends several welfare benefits to them and their families by way of implementing various new and revised welfare policies for its employees.

As on 31^st March, 2023, the Company had total manpower strength of 765 employees including regular, deputationist, contractual and consultants. The details are shown in Table-4. During the year, Company has also availed the services of 1883 outsourced employees.

The percentage of women employees, SC/ST/ OBC employees, persons with disabilities and ex-servicemen out of regular employees of the Company is Shown in Table-5:-

Table-4
Category	No. of Employees for the year ended 31.03.2023	No. of Employees for the year ended 31.03. 2022
Regular Employees	474	443
Deputationist	45	57
On Contract (Direct)	206	162
On Contract (re-employed)	27	16
Consultants	13	20

Table-5
Category	No. of Employees for the Year ended 31.03.2022	No. of Employees for the Year ended 31.03.2023	% of total no. of regular employees during financial year ended 31.03.2023	No. of recruitment made in these categories*
Women Employees	47	49	10.34	2
SC Personnel	61	72	15.19	11
ST Personnel	17	22	4.64	6
Other Backward Classes	118	132	27.85	15
Person with Disabilities	7	7	1.48	3
Ex-Serviceman	0	0	0	0
* Employees who join on absorption basis are regular employees but not part of recruitment data.

The Company has been following the Govt. Guidelines regarding reservation for SCs, STs, OBCs, Persons with disabilities and ex-servicemen.

26. Particulars of Employees

The terms and conditions of the appointment of Functional Directors are subject to the applicable guidelines issued by the DPE, Government of India.

27. Rajbhasha (Official Language)

For implementation of the Official Language Policies of the Government of India, an Official Language Cell is set up in RailTel Corporate Office with a Mukhya Rajbhasha Adhikari, a nominated Rajbhasha Adhikari and a Senior Manager/Rajbhasha . Each Regional Office of RailTel has one Nominated Rajbhasha Adhikari. In RailTel, the Official Language Implementation Committee meeting is held every quarter under the chairmanship of Chairman and Managing Director. Official language progress reports are regularly sent to Railway Board. Official language Progress reports are also regularly sent to Town Official Language Implementation Committee (NARAKAS). The meetings of the Official Language Implementation Committee organized by the Railway Board and the meeting of the Town Official

Language Implementation Committee (NARAKAS) are regularly attended by the officials of RailTel.

RailTel''s Chandigarh, Chennai, Jaipur territory offices and Regional offices of Southern and Eastern Region headquartered at Secunderabad and Kolkata respectively had been inspected by the Second Sub-Committee of the Parliamentary Committee on Official Language on 29.04.2022, 18.05.2022, 28.02.2023 18.06.2022, 16.11.2022 respectively to review the use of Hindi.

The second sub-committee of the Hon''ble Parliamentary Committee on Official Language had entrusted the work of coordination of the inspection of Secunderabad and Kolkata areas to RailTel Regional Offices at Secunderabad and Kolkata .The co-ordination work was done excellently by the RailTel officials at both the places. Appreciation letter was sent by Hon''ble Dr. Rita Bahuguna Joshi, Convenor of the second sub-committee of the Committee of Parliament on Official Language to Mr. K. Manohar Raja, Executive Director/South Region,

Mr. Zakir Hussain Siddiqui, Executive Director/ Eastern Region, Ms. Ruchira Chatterjee, General Manager/Administration, Security & Marketing and Mukhya Rajbhasha Adhikari, Ms. Pratibha Devendra Yadav, General Manager/Chennai and Mr.Vijay Kumar Saxena, Senior Manager/Rajbhasha, for superb co-ordination and co-operation with the Parliamentary Committee.

On the occasion of Hindi Diwas, Hindi Pakhwada was celebrated in RCIL from 16 to 30 September, 2022 and various activities/programs were organized during the pakhwada.

Rajbhasha Pakhwada 2022 was inaugurated by the Chairman and Managing Director on 16.09.2022. A Hindi Pakhwada banner was put up at the main entrance of RCIL Corporate. During the Hindi Pakhwada Hindi essay competition, Hindi noting and drafting competition, Hindi debate competition, Hindi quiz competitions were organized. The officers and employees of office enthusiastically participated in the said competitions.

On the occasion of the closing ceremony of Hindi Pakhwada 2022, the Chairman and Managing Director gave cash prizes and certificates to the officers and employees who secured first, second and third place in different competitions. Consolation prizes were also given. Besides, award was also given to employees who had done Commendable work in Hindi during the year.During the closing ceremony, the regional offices and territory offices were present through webex.

RailTel, Corporate Office has introduced RailTel Rajbhasha Shield

For the Ist time RailTel, Corporate Office introduced RailTel Rajbhasha Shield for doing excellent and commendable work in Hindi during the year. First RailTel Rajbhasha Shield

Eastern Region, Kolkata for the year 2022.

Hindi Workshop:

As per the instructions of the Department of Official Language, Ministry of Home Affairs, Hindi workshops are organized every quarter in the office in which eminent scholars from Hindi are invited for lectures. One such workshop Shri Balendu Sharma" Dadhich" Director/Microsoft was invited.

A quarterly newsletter "RailTel Gatividhian" is being published regularly by RCIL for the use of the Official Language, the first edition of which was

published from October to December, 2018 and is being published regularly thereafter. Seventeen editions have been published so far. Apart from this, RailTel also publishes the official language magazine "RailTel Pragati" on a half yearly basis. Seven editions have been published so far and the Eight issue of the Magazine is under publication.

RailTel''s official language magazine "RailTel Pragati" had been awarded the first prize under the Best Magazine Award category by the Town Official Language Implementation Committee, Upkram-1 Delhi. It is a first for "RailTel Pragati" and a tremendous achievement as Town Official Language Implementation Committee has 44 PSUs as its members.

28. Prevention, Prohibition and Redressal of Sexual Harassment

In order to provide protection against sexual harassment of women at workplace and for prevention and redressal of complaints of sexual harassment, the Company has in place a system to prohibit & prevent the social evil of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

The objective is to provide women a workplace free from harassment, to ensure that every woman is treated with dignity and respect and to provide a

speedy redressal mechanism to women who have been subjected to sexual harassment.

For the said purposes, RCIL has an Internal Complaints Committee (ICC) in place at its Corporate Office and all four Regional Office(s) which is responsible to:-

â¢ Investigate every formal written complaint of sexual harassment.

â¢ Meet at regular intervals.

â¢ Prepare an Annual Report containing the details of complaints of sexual harassment pursuant to the provisions of Act and provide the same to employer.

â¢ Take appropriate remedial measures to respond to any substantial allegations of sexual harassment.

The summary of complaints dealt during the year 2022-23 is shown in Table-6:

Table-6
Particulars	Nos.
Number of complaints of Sexual Harassment received in the year.	01
Number of complaints disposed off during the year.	01
Number of cases pending for more than 90 days.	Nil
Number of workshops on awareness programmes against sexual harassment conducted during the year.	02

29. Risk Management

The Board of Directors of your Company at their 78^thmeeting had earlier adopted a Risk Management Policy (RMP) prepared by M/s Price Waterhouse Coopers (PwC).

The Board of Directors of your Company in their 117^th meeting held on 22^nd December, 2020 had adopted the revised RMP which is in line which requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Board of Directors of your Company in their 122^nd meeting held on 17^th June, 2021 has considered and approved the revision in existing RMP to make it sync with the requirement of amendment in SEBI (LODR) Regulations, 2015. The revised Risk Management Policy is implemented in RCIL.

In terms of the approved Risk Management Policy, following key risks have been identified and suitable risk mitigation measures are being adopted from time to time:

1) Project Risk

2) Strategy Risk

3) Market Risk

4) People Risk

5) Technology Risk

6) Reputation Risk

7) Insurable Risk

8) Contractor/Vendor Risk

9) Cyber Security Risk

30. Related Party Transactions

Your Company has formulated a policy on Related Party Transactions which is also available on Company''s website at www.railtelindia.com. This policy deals with the review and approval of Related Party Transactions.

Pursuant to section 134(3)(h) of the Companies Act 2013, read with Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties is provided in specified Form no. AOC-2 and is placed at Annexure-I.

31. Corporate Governance

A detailed report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended and forms part of the Annual Report. The Company has always worked towards enhancing the Corporate Governance and the principles underlying the same within the organization. Your Company is in compliance with DPE Guidelines on Corporate Governance to the extent possible. Pursuant to the requirements of DPE Guidelines, 2010 a certificate obtained from Practicing Company Secretary and is forming part of this Annual Report.

In compliance with the directives of DPE, the Company is also regularly sending its quarterly and consolidated annual report in the prescribed manner to its Administrative Ministry/DPE. For each quarter, CPSEs are graded under various heads viz; Composition of Board, Non-Official Directors, Board Meetings, Code of Conduct, Audit Committee, Remuneration Committee, Board Disclosures, Directors'' Remuneration etc. on the basis of scores prescribed for each head. For the year under review, RCIL has secured, based on self-evaluation, an annual score of "94.84%" which falls under "Excellent" grade for compliance of DPE Guidelines on Corporate Governance for FY 2022-23.

32. Corporate Social Responsibility

As per Section 134(3)(o) read with Section 135 of the Companies Act, 2013 along with the Rules made

under Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has formulated a CSR & Sustainability Policy which provides a broad framework within which the Company will carry out the CSR activities. The policy aims for social and economic development of community in the areas of women empowerment, rural development, education, skill development, health and such other areas and adhere to sustainable and transparent business practices. The activities to be undertaken under the policy will be in accordance with Schedule-VII of the Act and directives issued by DPE from time to time.

During the FY 2022-23, RCIL has undertaken to spend ^ 700.91 lakh on CSR activities 436.87 Lakh for FY 2022-23, which is 2% of average net profit before tax (PBT) of the company earned during the immediately preceding three Financial Years) plus ^ 264.04 Lakh as unspent from previous years. Out of CSR budget, ^ 446.84 Lakh was spent during FY 2022-23 on CSR activities.

During the year, RCIL has carried out various CSR activities like Promoting Education, establishing Health Center in Purulia, West Bengal, Congenital Heart Disease Treatment for poor at Gurugram, Haryana, Support to cancer patients at Delhi, Donation of fully equipped cardiac ambulance at Hospital in Delhi, Donation of books for school at Delhi, Jal-Sanchay project in Karauli, Rajasthan and Digital classrooms in Haridwar, Uttarakhand etc.

One of the RCIL''s CSR initiative namely ''RailTel''s Akansha Super-30, Dehradun, Uttarakhand'' is related to providing free lodging and mentorship to poor but talented students from state of Uttarakhand, for admission to IIT''s and other premier engineering institutes. The program has success rate of 96% with students getting admission to IIT-JEE and other premier engineering institutes. The Annual Report on CSR as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is forming part of this Report and is placed at Annexure -II.

33. Secretarial Standards

During the year, the Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) to the extent applicable.

34. Vigil Mechanism

The Status of Vigilance activities during the year is shown in Table-7:

S.No.	Particulars	Nos.	Remarks
1	Number of Complaints received during the year	48	All complaints dealt as per complaint handling policy in a timely manner.
2	Number of investigation reports carried out during the year (incl. under directions of CVC & Railway Board)	10	Related to tender/contract management and procedure violations.

S.No.	Particulars	Nos.	Remarks
3	Number of Officers against whom disciplinary proceeding initiated arising out of investigations (incl. CBI cases)	0 0
3	a) Major departmental action b) Minor departmental action
	a) Major departmental action b) Minor departmental action
	Number of Inspections conducted during the year
4	a) Periodic inspection	55	Across Corporate Office, Regional offices
4	b) Surprise inspection	20	& field units.
5	c) CTE Type inspection Number of System Improvements taken up during the	09 72	In respect to HR/Admin policies &
5	year	09 72	procurement matters.

(i) Inspections by Vigilance Department

CVO visited Bhubaneshwar (BBS) Territory from 03.12.2022 to 05.12.2022 during which inspection was done for Wi-fi, PoP and VSS Central Monitoring System at Bhubaneswar. He also inspected Bhadrak Railway station where 36 VSS camera has been installed by RailTel.

CVO also inspected Cuttack and Khurda Railway Stations from 16.01.2023 to 17.01.2023 during which inspection was done for Wi-fi, PoP in both the stations along with VSS at Khurda.

As a part of periodic inspection, Vigilance team inspected Data Center Gurgaon on 18.03.2023 where working of DG sets and Data Center Equipment Room were checked.

CVO along with Vigilance team inspected Northern Region Network Operation Center (NOC) on 19.01.2023 where SDH & MPLS NOC, DG Sets and Thomson Road Equipment Room were inspected. Vigilance Team also inspected Northern Region Store at Thomson Road, New Delhi on 15.03.2023.

Vigilance team made a surprise inspection of Andheri PoP, Churchgate PoP, Mumbai Central PoP, Equipment Room at Mahalaxmi and Western Region store at Mahalaxmi on 20.03.2023 and 21.03.2023.

(ii) Other important work done in Vigilance department

â¢ Trainings: 14 internal trainings conducted on procurement, contract and preventive vigilance matters covering all employees.

(iii) Vigilance Awareness Week

As per Central Vigilance Commission''s directives, Vigilance Awareness Week was observed in RCIL from 31st October to 6th November, 2022 in its true spirit and sense with the theme "Corruption free India for a developed Nation"; "HT''vipk e^ HTjr - fOdflr htnt".

During the week, a number of vigilance awareness activities were carried out and events organized involving RCIL''s Officials as well as for other

Citizens. The week began with integrity pledge to

RCIL officials on 31.10.2022. A brief of such activities

is as under:

1) During the Vigilance Awareness Week on 31.10.2022, CMD and CVO launched a compendium on systemic improvements which covers all systemic improvements issued since 1^st January, 2020 through 40 notes/letters identifying 113 systemic improvements in different areas of operation of RailTel.

2) A Nukkad Natak on VAW theme "Corruption free India for a developed Nation"; "HPVTPTj

HTTjr â fOdflr h-trt", was organized by employees at foyer of Corporate Office for awareness purpose on 31.10.2022.

3) Presentations/Lectures on OSINT- An introduction to the Collection of Digital Intelligence by Dr. Deepak Raj Rao, Asstt. Professor, NFSU Rohini New Delhi and Detection of Forgery and Decipherment of Alteration in Documents by Shri Sanjeev Kumar, Associate Documentation Officer, NFSU Rohini Branch were organized on 01.11.2022.

4) Anish Prasad, IPS, Director Vigilance (Police), Railway Board delivered a talk on Vigilance matters on 02.11.2022.

5) A Quiz competition was held among all employees of Corporate Office on 03.11.2022.

6) On 04.11.2022, CMD/RailTel and CVO/RailTel felicitated Sh. Alok V Agnihotri, Addl. GM for Preventive Vigilance during his tenure in Vigilance Department (till 30.06.2022), who was instrumental in bringing many systemic improvements in the working of organization.

7) During the observance of VAW-2022, various competitions were held on the theme of "Corruption free India for a developed Nation"; "STVTPTj e^ HTjr â fOdflr hurt", where employees and their family members participated. The winners for Speech/Debate, Article/Essay, Poem, Quiz, Nukkad Natak & Posters competition were also felicitated with certificate of appreciation on 04.11.2022.

8) During the closing ceremony of Vigilance Awareness Week, RailTel Vigilance Department released Thirteenth edition of Vigilance Bulletin on the occasion.

9) Public grievance redressal camps: Organized Public grievance redressal camps for customers/ Citizens for RailWire with help of RailWire Partners.

10) Vendors Meet: Organized Vendor meets at Regional Offices and Corporate Office during Vigilance Awareness Week 2022.

11) Interaction session with kids: Interaction session with kids of employees those participated in competitions was organized with CVO and CMD.

35. Statutory Disclosures

36. Auditors

36.1 Statutory Auditors

The C&AG has appointed M/s. S.R. Goyal & Co. of New Delhi as Central Statutory Auditors of the Company to audit the Financial Statements for the year ended on 31^st March, 2023.

Besides that, the C&AG has also appointed the following firms of Chartered Accountants as Branch Auditors for audit of the Regional Office(s) of the Company:

Auditor	Region
M/s. S.R. Goyal & Co.	Northern Region & Corporate Office
M/s. Laxminiwas & Co.	Southern Region
M/s. J L Sengupta & CO.	Eastern Region
M/s. Banshi Jain & Associates	Western Region

36.2 Cost Auditors

The Company has appointed M/s. Dhananjay V. Joshi, Cost Accountants as Cost Auditors to audit the cost record maintained by the Company for the Financial Year 2022-23.

The Company has filed Form CRA-2 with the MCA in this regard.

36.3 Secretarial Auditor

During the year, pursuant to provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, RCIL has appointed M/s. T.

Chatterjee & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2022-23. The Secretarial Audit has been conducted by M/s. T. Chatterjee & Associates, Practicing Company Secretaries and issued a Secretarial Audit Report in the format prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report of the Company for the year ended 31^st March, 2023 in Form no. MR-3 and the Management''s reply on the observation/ comments of Secretarial auditor shall forms part of this report and are placed at Annexure- III and Annexure-IV, respectively.

37. Comments of C&AG

The comment(s) of C&AG are attached and forming part of this Annual Report.

38. Auditors'' Report

The Auditors'' Report of the Company for the year ended 31^st March, 2023, is attached with the Financial Statement of the Company. There is no qualification in the Auditors Report on the Financial Statements of the company. During FY 2022-23, no fraud has been reported by the Auditors of the Company.

39. Energy Conservation, Technology Adoption, Foreign Exchange Earnings and Outgo

40. MOU with Administrative Ministry

RCIL is signing a MoU with the Government of India, MoR whereby laying inter alia the physical and financial targets. The MOU pertaining to FY 2022-23 has been signed with MoR within stipulated time. For the year 2021-22, RCIL has got "Very Good" rating from DPE.

For the MoU targets 2022-23, RCIL has complied to various guidelines communicated by DPE as below:

a) DPE guidelines issued from time to time on CSR expenditure.

b) Steps and initiative taken for Health & Safety improvement of Human Resources in CPSEs as prescribed by the Administrative Ministry.

c) Procurement of goods or services through MSEs with 54% percent of total procurement of goods and services against target of 25%.

d) Procurement of goods or services through Women MSEs with 6 percent of total procurement of goods and services against target of 3%.

e) Expenditure management economy measures and rationalization of expenditure.

f) Guidelines on accessible India campaign (Sugamya Bharat Abhiyan)

g) Guidelines on implementation of apprenticeship Act, 1961

The company has also complied with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the compliance of which are within the control of the company.

41. Event occurring after the Balance Sheet Date

As such, no significant events occurred between the end of the financial year to which this Financial Statements relates and date of this report.

42. General Disclosure

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:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) Neither the Chairperson and Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from subsidiary company.

(e) No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

(f) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(g) One time settlement of loan obtained from the Banks or financial institutions.

43. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.

44. Director''s Responsibility Statement

In terms of the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013, as amended, your Directors 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) that internal financial controls are adequate and operating effectively; and

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

45. Acknowledgements

Your Directors thank all shareholders, business partners and all members of the RCIL Family for their faith, trust and confidence reposed in the Board.

Your Directors express their deep appreciation for the hard work and dedicated efforts put in by the employees at all levels and look forward to their continued contribution in achieving the mission and objective of the Company.

For and on behalf of the Board of RCIL

Sd/-

Sanjai Kumar Chairman and Managing Director DIN:06923630

Place: New Delhi Date: 28.07.2023

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