Directors Report of Rites Ltd.

Mar 31, 2025

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

Financial Highlights

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

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	2,095.31	2,312.00	2,217.81	2,452.85
Total Income	2,243.16	2,438.92	2,323.52	2,538.97
Profit before Tax	499.23	596.87	565.02	670.36
Profit After Tax	380.22	454.11	423.66	495.20
Dividend Paid to Equity Shares	355.65	456.57	397.32	499.79
Net Worth	2,533.30	2,506.87	2,749.26	2,720.93

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

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

During FY24-25, the Company recorded consolidated revenue
of 22,323.52 crore, and a profit after tax of 2423.66 crore
reflects the Company’s ability to leverage its core strengths
and deliver consistent performance despite a dynamic market
environment. On a standalone basis, the Company achieved
a total revenue of 22,243.16 crore, and a profit after tax of
2380.22 crore. The Company ended the year with highest ever
order book of 28877 crore.

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

State of Company''s Affairs & Outlook

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

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

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

Also, RITES’ subsidiary REMC Limited, which has a mandate to
handle the power procurement under ‘open access’ for Indian
Railways, besides handling renewable energy and energy-
efficiency projects, achieved turnover of 7140.47 crore and
profit after tax of 779.31 crore during the year. It paid an interim
dividend of 760.90 crore (75.80 per share) and the REMC Board
of Directors has recommended final dividend of 717.54 crore
(71.67 per share), subject to the approval of shareholders.

During the financial year, RITES’ Joint Venture, SAIL-RITES
Bengal Wagon Industry Private Limited, manufactured 1019
wagons (906 BOXNHL and 113 BOXNR). It clocked revenue
of 7359.14 crore and profit after tax of 721.75 crore — its
highest in the last four financial years. An interim dividend of
79.60 crore (72.00 per share) was distributed.

RITES’ foreign subsidiary, RITES (Afrika) (Proprietary) Limited,
based in Botswana, continued to build on its track record of
project execution in the region. It achieved a turnover of BWP
5.67 million (73.48 crore) and a net profit after tax of BWP
0.104 million (70.06 crore) during FY24-25.

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

Change in the Nature of Business

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

Reserves

The Reserves & Surplus of the Company as on 31.03.2025
stands at 72,052.70 crore against 72,256.87 crore (excluding
CRR) previous year. During the year, the Company transferred
7115.30 crore from General Reserves, 7115.30 crore from
Retained Earnings and 79.70 crore from Capital Redemption
Reserves for issuing bonus shares.

Dividend

Based on your Company’s performance, the Directors have
declared three interim dividends, during FY24-25, aggregating
to 74.90 per equity share (first interim dividend was declared
on 24.03 crore equity shares prior to the issue of bonus
shares, while the subsequent two interim dividends were
declared on 48.06 crore equity shares post the issue of bonus
shares). They have also recommended a final dividend of 72.65
per equity share. If approved, the total dividend for FY24-

25 amounts to 7362.86 crore (i.e. 77.55 per share), which is
75.50% of paid-up share capital of the Company.

The total dividend paid during the year works out to be
7355.65 crore which includes 7120.15 crore as the final
dividend for FY23-24 and 7235.50 crore as interim dividends
for FY24-25.

Dividend Distribution Policy

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

Presidential Directive

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

Deposits

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

Material Changes and Commitments Affecting
the Financial Position

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

Capital Structure

During FY24-25, the authorised share capital of the Company
was increased from 7300 crore to 7600 crore. The present
authorised share capital is 7600 crore divided into 60 crore
equity shares of 710/- each. During the year under review,
the paid-up share capital of the Company has been increased
from 7240.30 crore to 7480.60 crore, consequent to the issue
of bonus shares in the ratio of 1:1.

Bonus Issue

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

S. No.	Particulars Details
a)	Aggregate number of shareholders Nil
	and outstanding shares in the
	suspense account at the beginning
	of the year

S. No.	Particulars	Details
b)	Number of shareholders who approached the Company for transfer of shares from the suspense account during the year	6 shareholders holding 172 shares
c)	Number of shareholders to whom shares were transferred from the suspense account during the year	6 shareholders holding 172 shares
d)	Aggregate number of shareholders and outstanding shares in the suspense account at the end of the year	43 shareholders holding 627 shares
e)	Voting rights on these shares	Shall remain frozen until the rightful owners claim them

Investor Education & Protection Fund (IEPF)

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

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

Memorandum of Understanding (MoU)

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

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

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

S. No.	Name of Parameter	Remarks
1.	Acceptance/ Rejection of Invoices of Goods & Services through TReDS Portal within specified time	Complied • The Company has successfully onboarded on all five TReDS platforms, namely RXIL, Invoicemart, M1xchange, C2treds, and DTX, and continue to encourage MSE vendors to use the TReDS portal.
		• The integration of Company ERP system with the GeM portal was successfully completed before March 31, 2025.
		• Payments to MSE vendors were made within the prescribed 45-days timeline. (Refer Note No. 60 (e) of Consolidated Financial Statements)
2.	Procurement from GeM as per approved	Complied
	procurement plan	Procurement from GeM is 7281.09 crore which is more than approved annual plan of 7216.07 crore.

S.No.	Name of Compliance Parameter	Remarks
1	DPE guidelines issued from time to time on CSR expenditure by CPSEs.	Complied (Refer Note No. 60 (c) of Consolidated Financial Statements)
2	Procurement of goods or services through MSEs as percentage of Total procurement of goods and services- 25 %	Complied As per Sambandh Portal, Consolidated Procured Good & Service through MSEs is of 190.95 crore out of Total Procurement 1337.86 crore and achieved the 26.92% against the targeted 25%.
3	Procurement of goods or services through SC/ST MSEs as percentage of Total procurement of goods and services- 4 %	Complied The target for procurement through SC/ST MSEs is not fully achieved, reaching only 12.07 crore which is 0.61% on consolidated basis due to limited participation. However, RITES actively promotes participation of SC/ST MSEs vendors by incorporating preferential clauses in tender documents. Further, as per clause 1.10.4 of the Public Procurement Policy, the 4% (SC/ST MSEs) sub-target fall within the overall 25% procurement target. The policy also permits fulfilling unmet sub-targets from other MSEs in the event of non-participation. Therefore, despite the shortfall SC/ST MSEs category, RITES total procurement though MSEs exceeds the overall 25% target for FY24-25 i.e. 26.92%.
4	Procurement of goods or services through Women MSEs as percentage of Total procurement of goods and services-3 %	Complied Consolidated Procured though Women MSEs of 110.15 crore of Total Procurement of 1337.86 crore and fully achieved the 3% target.
5	Steps and initiative taken for Health & Safety improvement of Human Resources in CPSEs (Target to be prescribed by the Administrative Ministry	Complied The target assigned by the ministry involves organising health campus for medical screening of employees at work place on important health days up to March 2025 such a World Cancer Day (4th February), World Tuberculosis Day (24th March), etc. In compliance with this Parameter, during the year a total of 11 health camps were organised, with an overall employee participation of 1,017. This also includes camps held on key health days such as World Cancer Day (February 4th, 2025), attended by 67 employees and World Tuberculosis Day (March 24th, 2025), attended by 98 employees.

Particulars of Loans, Guarantees or Investments
Under Section 186 of the Companies Act, 2013

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

Board of Directors & Key Managerial Personnel
(KMPs) and Number of Meetings of the Board

1. Board of Directors

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

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

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

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

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

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

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

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

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

» Dr. Deepak Tripathi, Director (Technical),
(DIN: 10090267), Director (Projects)- Additional

Charge w.e.f. 05.05.2025

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

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

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

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

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

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

» Ms. Purnima Kerketta , I ndepen dent Director
(DIN: 11192904)

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

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

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

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

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

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

Mr. Laxman Tammanna Tapashi (DIN: 01838521) and
Dr. Godawari Mishra (DIN: 09394545), Non-Official
Independent Directors, ceased to be Director of the
Company w.e.f. 09.11.2024 due to the completion of
their tenure.

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

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

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

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

4. Number of Meetings of the Board

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

5. Declaration by Independent Directors

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

6. Committees of the Board

Six Board-level Committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Risk Management Committee,
Corporate Social Responsibility Committee and Project
Investment Committee are functional.

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

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

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

However, as per notification dated 05.06.2015 issued by
the Ministry of Corporate Affairs (MCA), Government
Companies are exempted from complying with the
provisions of Section 197 of the Companies Act, 2013.
Therefore, such particulars have not been included as a
part of Directors'' Report.

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

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

9. Retirement of Directors by Rotation

As per the Companies Act, 2013 the provisions in respect
of retirement of Directors by rotation is applicable. As
per Article 56(h) of the Articles of Association, all the
Directors, except Chairman & Managing Director and
Independent Director will be liable to retire by rotation.

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

10. Directors'' Responsibility Statement under the
Companies Act, 2013

In pursuance of Section 134 (5) of the Companies Act,
2013, The Directors hereby confirm that:

a) in the preparation of the annual accounts,
the applicable accounting standards had been
followed along with proper explanation relating to
material departures;

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

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

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

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

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

Contracts or Arrangements with Related Parties
Under Section 188 (1) of the Companies Act, 2013

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

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

Subsidiaries and JVs

1. Subsidiaries

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

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

2. Joint Ventures

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

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

3. Associates

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

Auditors

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

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

Comments by the Comptroller & Auditor General of
India (C&AG)

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

Frauds Reported by the Auditor

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

Secretarial Audit Report

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

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

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

S. No.	Observation	Management Reply
1.	During the period under review the number of Independent Directors on the Board was less than half of the total strength of Board as required under Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance for Central Public Sector Enterprises.	RITES being a Government Company, the appointment/ nomination of all directors including independent directors is done by the Ministry of Railways (MOR). Hence the appointment of Independent Director is beyond the control of the Company.
2.	During the period under review after cessation of Dr. Godawari Mishra (DIN: 09394545) Independent Director, the Company did not have Independent Woman Director w.e.f. 09.11.2024.	RITES being a Government Company, the appointment/ nomination of all directors including Independent Directors is done by the Ministry of Railways (MOR). Hence the appointment of Independent Director is beyond the control of the Company.
3.	Separate Meeting of Independent Directors as per Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has not been held during the period under review.	Last separate meeting of Independent Directors was held on January 11, 2024. The Company had only one Independent Director on its Board from 09.11.2024 to 31.01.2025 and none thereafter. Due to which the separate meeting of Independent Directors as required under Regulation 25 of SEBI (LODR) Regulations, 2015 could not be conducted.

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

Further with regard to number of Independent Directors &
Woman Director, the Company has received notices from
Stock Exchanges levying fine on the Company. The Company
has replied to Secretarial Auditor and Stock Exchanges that the
appointment/ nomination of Directors including Independent
Director is done by the Hon’ble President of India through
Administrative Ministry i.e. Ministry of Railways. RITES has
requested Ministry of Railways for inducting Independent
Directors to have proper composition of Board.

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

Cost Records & Cost Audit

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

Internal Financial Control Systems and their
Adequacy

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

on the Internal Financial Controls of the Company in terms of
Clause (i) of Sub-Section 3 of Section 143 of the Companies
Act, 2013 is placed along with the Financial Statements.

Corporate Social Responsibility (CSR)

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

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

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

Also, RITES has a strong corporate governance process in
place to address industry standards and regulations as they
emerge. In line with the CSR Policy of the Company, Guidelines

on CSR issued by the DPE and provisions of Section 135 of
the Companies Act, 2013, a Board-level Committee has been
constituted to oversee the implementation of CSR and to
assist the Board to formulate suitable policies & strategies in
this regard. The composition of CSR Committee is detailed in
Report on Corporate Governance (Annexure- A).

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

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

Conservation of Energy

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

Steps taken for Energy Conservation
Solar Power Deployment

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

Smart Energy Management Systems

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

Operational Controls

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

Other Cost Optimisation Measures

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

Capital Investment on Energy Conservation
Equipment

During FY24-25, the Company invested approximately
3310.27 lakh in energy-efficient systems at Shikhar and Srijan,
including installation of a 100 TR chiller plant, LT & PLC panels,
VRF systems, and replacement of passenger lifts.

Digitalisation to Reduce Energy Footprint

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

Alignment with National and Global Energy Goals

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

Technology Absorption

The innovative technology implementation for identification
of problems and suggestive rehabilitation techniques/methods
needs to be adopted for tunnels falling on the stretch of
Jammu-Udhampur existing rail line section of Northern
Railway constructed using conventional tunnelling methods
and operational since year 2005. The tunnels along this stretch,
due to their age and construction techniques, have started
experiencing multiple geological and structural challenges.
The integrated geological and geotechnical investigation
techniques and hydrological calculations are adopted for the
assessment and rehabilitation planning.

Few tunnels have been facing significant water ingress issues,
while some tunnels show signs of portal slope instability. One
tunnel exhibits moderate water seepage while another tunnel
have reduced overburden and internal hollowness have been
observed in the tunnel lining section, posing long-term risks
to tunnel stability and operational safety.

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

Analysis of the collected data revealed important observations
such as zones of thick overburden material, seasonal and
perennial nallas/rivers found in the vicinity of tunnels facing
significant water ingress issues serving as source & contributing
to high ingress water inside the tunnel and instability issues. At

few locations, the case of mud pumping within track area was
encountered which was due to blockage of side drain, while
bulging of the Random Rubble Masonry (RRM) wall at another
locations resulted due to pore pressure generated by water
bearing zones recorded behind the slope cutting.

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

Foreign Exchange Earning and Outgo

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

Total foreign exchange earnings during the year under review
was 754.73 crore (previous year 7175.63 crore) and foreign
exchange outgo was 727.90 crore (previous year 717.22 crore).
This resulted in net foreign exchange earnings of 726.83 crore
(previous year 7158.41 crore).

Environment Protection

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

In addition to client services, RITES has embedded sustainability
into its own operations. Its Gurugram office complex ‘Srijan’ is
rated as a GRIHA Gold Standard Building, while the Kolkata
office has achieved a four-star GRIHA Pre-Certification.
Energy efficiency measures such as installation of solar panels,
LED lighting, skylights, and sensor-based fixtures are in place
across offices, complemented by rainwater harvesting systems,
sewage treatment plants, and compliance with all emission and
waste norms. The organisation has also taken steps towards
becoming a paperless workplace through adoption of e-office
systems, SAP/ERP solutions, and e-procurement, reducing
paper usage and moderating its carbon footprint.

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

Risk Management

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

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

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

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

Vigilance

RITES remains committed to nation-building through effective
governance, transparency, and integrity in its operations.
Vigilance, guided by the Chief Vigilance Officer, is upheld as
a collective responsibility across the organisation, ensuring

accountability, preventive checks, and systemic improvements.
In FY24-25, 65 vigilance complaints were investigated with
49 finalised. A total of 44 preventive checks and inspections
were conducted, leading to systemic corrections. Additionally,
11 preventive vigilance workshops were organised to foster
ethical practices, while an online vigilance clearance system was
implemented in SAP, reinforcing efficiency and transparency.

Vigilance Awareness Week 2024

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

Significant and Material Orders passed by
the Regulators/ Courts/ Tribunals impacting
the going Concern Status and Company''s
Operations in Future

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

Annual Return

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

Secretarial Standards

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

Application/ Proceeding Pending under
Insolvency & Bankruptcy Code, 2016

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

Management Discussion and Analysis

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

Disclosure in Relation to the Sexual Harassment
of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013

Your Company is committed to provide safe and secure work
environment to its employees which is free from any kind of
fear, intimidation, exploitation or harassment. A committee for
Prevention of Sexual Harassment of Women at Workplace i.e.
Internal Complaint Committee (ICC) as per the Government
guidelines exists in all major locations of the Company for
implementing and enforcing the policy. We have adopted
robust framework to counter any potential harassment or
discrimination against women. The Company has a platform
i.e. at https://www.rites.com/Complaint through which
employees can register their complaints for speedy action. An
Internal Complaints Committee, as mandated under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, is functional, and its composition
is also displayed on the Company’s website at https://www.
rites.com/POSHCommitteemembers. Various programmes
are conducted throughout the year on the topic for creating
basic awareness among employees.

The summary of complaints received during the year is
as under:

No. of Complaints pending at the beginning of the year: Nil
No. of complaints of sexual harassment received in the year: Nil
No. of complaints disposed off during the year: Nil
No. of complaints pending at the end of financial year: Nil
No. of complaints pending for more than ninety days: Nil

Women Empowerment

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

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

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

Propagation of Hindi (Rajbhasha)

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

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

Scheduled Caste (SC), Scheduled Tribes (ST),
Other Backward Classes (OBC), Economically
Weaker Section (EWS) and Divyang (PwBD)

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

System Certification & Other Accreditations

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

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

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

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

Corporate Governance Report and
Green Initiative

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

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

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

Business Responsibility and Sustainability
Report (BRSR)

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

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

Knowledge Management System

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

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

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

Together, these initiatives create a holistic knowledge
ecosystem where expertise is systematically preserved,
intelligently matched to organisational needs, and continually

enriched. This positions RITES as a knowledge-driven
organisation committed to excellence.

Human Resources and Industrial Relations

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

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

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

Implementation of Right to Information
Act, 2005 (RTI)

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

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

The effective use of RITES’ website and social media platforms
has led to a decline in new RTI applications, reflecting improved
dissemination of information. Efficient record-keeping and timely

responses have minimised First and Second Appeals, underlining
RITES’ commitment to the letter and spirit of the RTI Act, 2005.

Exhibitions

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

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

Awards

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

1. ETInfra Award for Excellence in Railway/ Metro Station
Design & Development for Ayodhya Dham Junction

2. I CAI ‘Gold’ Award under the ‘Public Sector Entities’
category for Excellence in Financial Reporting for FY2024

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

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

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

6. 1^st prize for excellence in Hindi implementation by
Town Official Language Implementation Committee
(TOLIC), Gurugram

General

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

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

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

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

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

Acknowledgements

The Directors express gratitude to esteemed shareholders,
the Chairman and Chief Executive Officer of the Railway
Board, members and officers of the Railway Board for their
valuable support, advice, and cooperation. The Directors are
particularly grateful to the Government of India, Ministries/
Departments of Railways, Road Transport and Highways,
Commerce, Finance, External Affairs, Urban Development,
Health, DIPAM, DPE, NITI Aayog and other ministries/
departments, regulators, Indian embassies and missions
abroad, foreign missions and embassies in India, Exim Bank,
and other bankers of the Company.

The Comptroller & Auditor General of India and Statutory &
Internal Auditors, Stock Exchanges and Registrar and Share
Transfer Agent, for their valuable support and guidance to the
Company. Your continued support and unstinted confidence
inspire us in all our endeavours for excellence

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

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

For and on behalf of Board of Directors

Rahul Mithal

Chairman & Managing Director and
Chief Executive Officer
DIN: 07610499

Place: Gurugram
Date: 06.08.2025

---

Mar 31, 2024

The Directors present the 50^th Annual Report of RITES Limited (the Company or RITES) along with the audited financial statements for the financial year ended March 31, 2024 and Auditor''s Report thereon.

FINANCIAL HIGHLIGHTS

The financial performance during the year under review (FY 2023-24) as compared to the previous year is summarised below:

(1 in crore)

	Standalone		Consolidated
Particulars:	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	2,312.00	2,519.62	2,452.85	2,628.27
Total Income	2,438.92	2,638.78	2,538.97	2,730.02
Profit Before Tax	596.87	708.54	670.36	773.92
Profit After Tax	454.11	530.54	495.20	570.97
Dividend Paid on Equity Shares	456.57	432.55	499.79	452.10
Net Worth	2,506.87	2,503.04	2,720.93	2,719.12

''Marking The Gold'' a glorious journey of 5 decades, RITES has evolved from being the first PSU of Indian Railways to becoming a force to reckon with, in the country and globally, providing customised, diversified, comprehensive and concept to commissioning services and integrated solutions in the transport infrastructure sector.

Consistently diversifying into new and more challenging sectors, the Company has multi-sectoral offerings from railways, highways, metros, airports, ports, ropeways, bridges & tunnels, institutional buildings, station development, container terminals, sustainability, green mobility, inland waterways and to renewable energy. Also, as an export arm of the Railways, the Company is exporting tailor-made railway rolling stock and offering integrated export packages to clients.

Prioritising developing ^,Infra4future'' backed by a talent pool of about 2,000 professionals, and the ability to adapt to diverse market needs by fostering cooperation and collaborations, the Company has served clients in more than 55 countries across Asia, Africa, Latin America, and Middle East region.

During the financial year 2023-24, the Company recorded consolidated revenue of 12539 crore and achieved the highest-ever consolidated consultancy revenue of 11289 crore. Additionally, our Profit After Tax of 1495 crore underscores our ability to leverage our core strength to navigate market challenges.

The emphasis on a more integrated, resilient, and sustainable transportation network, reducing congestion, and supporting sustainable urban development, both domestically and globally,

opens significant opportunities for technical consultancy and the export of indigenously developed and customised rolling stock.

As the Company forges to ''Shape the Next 50'', the Company is accentuating its identity as a future-ready organisation, through its operational ethos & growth strategy and positioning itself as a key player on the journey towards a sustained and resilient future.

STATE OF COMPANY’S AFFAIRS & OUTLOOK

With focused execution, during the year Company was able to achieve highest ever consultancy on consolidated basis. This has been achieved despite significant fall in quality assurance revenue. The Company was also able to achieve the highest ever turnkey and leasing revenue during the year. Export revenue remained muted during the year however it was able to secure export orders from Mozambique and Bangladesh. These orders were secured on international competitive bidding. Margins also came under pressure due to the change in the external scenario. However, the Company is taking the challenges head on and strategically trying to reduce the impact of changing micro economic environment.

Company remained committed to providing the sustainable solution and took a step further by adding green mobility solution to its service portfolio, under its Sustainability and Green mobility unit. As the only Independent Safety Assessment (ISA) certified PSU in the country, the Company is also a unique inspection organisation with in-house accredited material-testing laboratories offering services to clients in the transport, power, oil, electronics and public health sectors and started expending its client base to reach to its earlier level in quality assurance vertical.

Aligning our growth plans with the vision of ''Viksit Bharat'', RITES aims at contributing to broader goals and priorities. By doing so, it leverages synergies between its initiatives and government policies, maximising its impact on economic growth, technological advancement, and social progress. Under its strategic initiative ''RITES Videsh'', the Company is tapping on the emerging opportunities (export and consultancy) in Southeast Asia, Middle East, Latin America and Africa.

RITES’ subsidiary REMC Limited is involved in power management and generation and has a mandate to handle the entire power procurement under open access for Indian Railways, besides handling renewable energy and energy-efficiency projects. During FY 2023-24, REMC Limited achieved highest-ever turnover of 7153.28 crore and profit before tax of 7113.38 crore. During the year, REMC Limited paid an interim dividend of 756.70 crore (75.40 per share) and REMC''s Board of Directors has recommended final dividend of 724.15 crore (72.30 per share), which is highest-ever in a financial year, subject to the approval of shareholders.

SAIL-RITES Bengal Wagon Industry Private Limited is a joint venture of RITES and SAIL on a 50:50 basis. During FY 202324, the Company manufactured a total of 792 wagons: 538 BOXNHL, 16 BCNAHSM1, 52 BOXNR, 183 GATX BOXNHL, and 3 GATX BVCM. Revenue of 7295.55 crore and profit after taxes of 78.06 crore have been achieved in FY 2023-24. The Company has distributed its first-ever dividend amounting to 72.40 crore, for the FY 2023-24.

RITES’ foreign subsidiary RITES (Afrika) (Proprietary) Limited, Botswana, has a proven track record of executing projects in Botswana and has executed projects from concept to commissioning. It achieved the turnover of BWP 13.276 million (78.05 crore) and earned a net profit after tax of BWP 1.337 million (70.81 crore) during FY 2023-24.

GRANT OF "NAVRATNA” STATUS

Based on the performance criteria, RITES Limited has been re-categorised and awarded prestigious "Navratna” status by the Department of Public Enterprises (DPE) vide its O.M. No. PD-I-26/1/2020-DPE dated October 12, 2023.

RITES’ GLORIOUS 50 YEARS

Since inception i.e. April 26, 1974 RITES has come a long way-from being a Rail infra consultancy to leading multidisciplinary organisation providing services across infrastructure under one roof.

On completing 50 iconic years, the RITES family, celebrated with enthusiasm. After a joyous year-long celebrations at various occasions, the Annual Day celebrations spanned the entire month of April, 2024 across different offices and sites in India and abroad, culminating in a grand cultural evening at Shikhar, RITES’ Corporate Office, in Gurugram on April 26, 2024. This gala event was a celebration of the rich legacy of RITES, bringing together the past, present and future leadership of the organisation.

Making the occasion memorable, RITES’ coffee table book - Atulya, was unveiled, tracing the organisation’s illustrious journey of becoming ‘The Infrastructure People’. The celebrations also marked the unveiling of ‘RITES Dharohar’, a novel initiative to treasure the organisation’s legacy and encapsulate the essence of its core values—Integrity, Professionalism and Excellence.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during FY 2023-24.

RESERVES

The Reserves & Surplus of the Company for FY 2023-24 stand at 72,256.87 crore (Previous Year 72,253.04 crore). During the FY 2023-24, the Company has not transferred any amount to the reserves.

DIVIDEND

Your Company has a consistent track record of dividend payment. Based on Company’s performance, the Directors

have declared three interim dividends during FY 2023-24, aggregating to 713.00 per equity share. The Directors have also recommended a final dividend of 75.00 per equity share, if approved, the total dividend for the FY 2023-24 is 7432.54 crore (i.e. 718.00 per share) which is 180% of paid-up share capital of the Company.

The total dividend paid during the year works out to be 7456.57 crore which includes 7144.18 crore final dividend for FY 2022-23 and 7312.39 crore interim dividend for the FY 2023-24.

DIVIDEND DISTRIBUTION POLICY

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

PRESIDENTIAL DIRECTIVE

During the year, no presidential directive has been issued in relation to Company’s business.

DEPOSITS

The Company has not accepted any deposits from public during the FY 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes or commitments affecting the financial position of the Company has occurred during the FY 202324 and after the close of the financial year up to the date of the report.

CAPITAL STRUCTURE

The Authorised share capital of the Company is 7300.00 crore and Paid-up share capital is 7240.30 crore. During the FY 2023-24, there was no change in the capital structure of the Company.

CREDIT RATING

During the FY 2023-24, the Company has received a credit rating of IVR AAA/ Stable (IVR Triple A with Stable Outlook) for Long Term Bank Facilities up to an amount of 71755.00 crore and IVR A1 (IVR A One Plus) for Short Term Bank Facilities up to an amount of 7105.00 crore from Infomerics Valuation and Ratings Private Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 as on March 31, 2024 are available on the website of the Company and has also been disclosed in the Corporate Governance

report. Further, the Company does not have shares in Demat Suspense Account/ Unclaimed Suspense Account. The details of Unclaimed dividend have been disclosed in the Corporate Governance Report and Website.

MEMORANDUM OF UNDERSTANDING

Evaluation of MoU performance for the FY 2022-23 as per DPE parameters is finalised and the Company secured a rating of “Excellent”. The Company signed Memorandum of Understanding (MoU) with the Ministry of Railways for FY 2023-24 and its evaluation is under process with DPE.

During FY 2023-24, MoU includes some of the compliance parameters and their compliance status are as follows:

S. No.	Name of Parameter	Remarks
1.	Acceptance/ Rejection of Goods & Services through TReDS Portal	Complied No pendency and all invoices which have been submitted on TReDS portal have been accepted by the Company within the specified time. RITES has been using TReDS portal for a long time and continuously encouraging MSE vendors to use TReDS portal. With the continuous efforts by the Company, 215 nos. of vendors were on board on TReDS as at 31.03.2024 and 212 nos. of invoices paid through the portal.
2.	Procurement from GeM as % of total procurement	Complied Procurement from GeM is 1188.21 crore which is more than approved annual plan of 1133.61 crore.

S. Name of Compliance No. Parameter		Remarks
1.	DPE guidelines issued from time to time on CSR expenditure by CPSEs.	Complied (Refer CSR Note)
2.	Target as given by NITI Aayog on Assets Monetisation Milestones	Complied Target given by MoR as "Any one item of Asset Monitisation having private equity in form of capex infusion upfront lease premium, revenue sharing etc." Being asset light Company, this target is not applicable on the Company and the same has been requested to MoR.
3.	Steps and initiative taken for Health & Safety improvement of Human Resources in CPSEs (Target to be prescribed by the Administrative Ministry	Complied Twelve health camps for medical screening of employees at workplace on important health days have been organised by the Company.
4.	Compliance with provision relating to TReDS as outlined in DPE OM No. DPE-7(4)/2007- Fin Dated 04-05-2020	Complied Requirements related to registration on TReDs portal, real time tracking system, timely payments of MSE etc have been complied.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilised by the recipients are provided in the standalone financial statement (Please refer to Note 7.1, 8, 16 & 17 of the standalone financial statement).

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KPMs) AND NUMBER OF MEETINGS OFTHE BOARD

1. Number of Meetings of the Board:

During the FY 2023-24, 6 meetings of Board of Directors were held. Details regarding dates and attendance at the Board meetings are provided in the Report on Corporate Governance which is enclosed at Annexure- A.

2. Board of Directors:

As on March 31, 2024, the Company had 10 Directors comprising four Functional Directors and two Government Nominee Directors and four Independent Directors as per details given below:

• Shri Rahul Mithal, Chairman and Managing Director (DIN: 07610499)

• Shri Arun Kumar Singh, Director (Projects) (DIN: 09747776)

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

• Shri Krishna Gopal Agarwal, Director (Finance) (DIN: 10239667) (w.e.f. 01.08.2023)

• Shri Sandeep Jain, Government Nominee Director (DIN: 09435375)

• Shri Shailendra Singh, Government Nominee Director (DIN: 07083410) (w.e.f. 27.03.2024)

• Dr. Godawari Mishra, Independent Director (DIN: 09394545)

• Shri Laxman Tammanna Tapashi, Independent Director (DIN: 01838521)

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

• Shri Likha Togu, Independent Director (DIN: 09470640)

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

Shri Rahul Mithal, Chairman & Managing Director and Chief Executive Officer; Shri Arun Kumar Singh, Director (Projects); Dr. Deepak Tripathi, Director (Technical); Shri Krishna Gopal Agarwal, Director (Finance) & Chief Financial Officer the Whole Time Directors of the

Company, along with Shri Ashok Mishra, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024.

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

Appointment of Directors is done by the Government of India from a pool of professionals in varied fields, with due verification of expertise, integrity and experience. During the FY 2023-24, one Functional Director and one Government Nominee Director were superannuated and there was a change in KMP position.

The Appointment/ Cessation/ Change of Directors and KMPs is mentioned below:

Shri Bibhu Prasad Nayak (DIN: 08197975) ceased to be Director (Finance) and Chief Financial Officer of the Company w.e.f. closing of working hours on 31.07.2023 on attaining the age of superannuation.

The Ministry of Railways vide its Order No. 2022/E(O) Il/40/14 dated 03.07.2023 had appointed Shri Krishna Gopal Agarwal (DIN: 10239667) as Director (Finance) of the Company from the date of assumption of charge of the post on or after 01.08.2023. Shri Krishna Gopal Agarwal assumed the charge of Director (Finance) & CFO w.e.f. 01.08.2023.

Shri Raj Kumar Mangla (DIN: 09533985) has ceased to be the Government Nominee Director of the Company due to superannuation from the post of Additional Member (Production Unit), Railway Board from w.e.f. closing of working hours on 29.02.2024.

The Ministry of Railways vide its order no. 2022/PL/57/10 dated 20.03.2024 had appointed Shri Shailendra Singh, Principal Executive Director/ME/ (EnHM & Project), Railway Board, as Nominee Director on the Board of RITES Limited (RITES) with immediate effect, till he holds the post of Principal Executive Director/ME/ (EnHM & Project), Railway Board or further orders, whichever is earlier.

Shri Joshit Ranjan Sikidar, GGM/F, Company Secretary & Compliance Officer ceased to be the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company from close of business hours on 11.09.2023 due to his selection for the post of Director (Finance) of Solar Energy Corporation of India Limited (SECI). On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Shri Nikhil Agarwal, DGM/F as Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from 12.09.2023 till the appointment of regular incumbent to the post.

Shri Nikhil Agarwal, DGM/F ceased to be the Company Secretary & Compliance Officer and Key Managerial

Personnel of the Company w.e.f. 28.02.2024 due to appointment of regular incumbent to the post.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Shri Ashok Mishra, Addl. GM/CS as Company Secretary & Compliance Officer and Key Managerial Personnel of the Company with effect from 28.02.2024.

5. Declaration by Independent Directors:

During the FY 2023-24, all Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013. The declaration as required under Section 149(7) of the Companies Act, 2013 has been received from Independent Directors.

6. Committees of the Board:

Six Board level Committees namely Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Project Investment Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee are functional.

The composition, number and date of meetings of such committees and separate meeting of Independent Directors held during the year and scope of the committees are provided in the report of Corporate Governance at Annexure- A.

7. Company’s Policy on Director’s Appointment and Remuneration:

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

However, as per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs (MCA), Government Companies are exempted from complying with the provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included as a part of Directors'' Report.

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

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

9. Retirement of Directors by Rotation:

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. As per Article 56(h) of the Articles of Association, all the directors, except Independent Directors and Chairman & Managing Director, will be liable to retire by rotation.

Accordingly, one-third among all other directors will retire by rotation. Accordingly, Shri Arun Kumar Singh, Directors (Projects) having DIN: 09747776 and Dr. Deepak Tripathi, Director (Technical) having DIN: 10090267 will retire by rotation and being eligible, offer themselves for reappointment.

10. Directors’ Responsibility Statement under the Companies Act, 2013:

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered into by the Company during FY 2023-24 with related parties were in the ordinary course of business and at arm’s length basis.

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

SUBSIDIARIES AND JVs

1. Subsidiaries:

REMC Limited (51% holding of RITES) incorporated on August 16, 2013 is a Joint Venture with Ministry of

Railways (49% holding) for taking up various assignments/ tasks to develop potential business avenues in the field of power sector including Green Energy, power trading etc.

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

2. Joint Ventures:

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

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

3. Associates:

The Company also has two Associates namely MMG-Metro Management Group Limited (MMG) (24.5% holding) and Elicius Energy Private Limited (EEPL) (13% holding). The management has decided to liquidate investment in MMG.

AUDITORS

The Comptroller & Auditor General of India has appointed M/s. Pawan Puri & Associates, Chartered Accountants as Statutory Auditor for the FY 2023-24.

The Statutory Auditor''s Report for the FY 2023-24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Comments by the Comptroller and Auditor General of India (C&AG):

C&AG has undertaken Supplementary Audit in terms of Section 143 (6)(b) of the Companies Act, 2013 and has given Nil Comments on Annual Accounts of the Company for FY 2023-24.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Akhil Rohatgi & Co., Company Secretaries to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report for the year has been placed at Annexure III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except comment on present strength of Independent Directors as the number

of Independent Directors on the Board was less than half of the total strength of Board, as required under SEBI (LODR) Regulations and DPE Guidelines. In this regard the Company has received notices from Stock Exchanges levying fine on the Company.

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

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

Cost Records & Cost Audit:

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

Frauds Reported by the Auditor:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place adequate internal financial controls for ensuring the efficient conduct of its business in adherence with laid-down policies; the safeguarding of its assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information, which is commensurate with the operations of the Company. Effectiveness of Internal Financial Controls is ensured through

management reviews, self-assessment and independent testing by the Internal Audit Team indicating that your Company has adequate Internal Financial Controls over Financial Reporting in compliance with the provisions of the Companies Act, 2013 and such Internal Financial Controls are operating effectively. The Audit Committee reviews the Internal Financial Controls to ensure its effectiveness in achieving the intended purpose. Statutory Auditor''s Report on the Internal Financial Controls of the Company in terms of Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 is placed along with the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY

Corporate Social Responsibility (CSR) has gained significant momentum in recent years, especially after the introduction of the Companies Act, 2013. This legislation mandates that companies meeting certain criteria must spend at least 2% of their average net profits over the last three years on CSR activities. The primary aim is to encourage businesses to contribute to sustainable development and to address social, economic, and environmental issues.

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

RITES firmly believes in Sustainable Development and is committed to operate in an economically, socially and environmentally sustainable manner that is transparent and ethical. It applies to various Company activities, while

operating in different social and environmental settings. In line with these principles, a total amount of 213.31 crore was spent during FY 2023-24 on various CSR initiatives.

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

A report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is attached as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

As, RITES is mainly a consultancy organisation, is not a major consumer of electricity and therefore does not fall under the category of major carbon emitter in the country. But since India is the world’s 3^rd largest consumer of electricity, during the Paris Agreement’s (in the year 2016) Intended Nationally Determined Contributions Targets, India made a commitment of producing 50% of its total electricity from non-fossil fuel sources by 2030. RITES has been continuously working in this direction along with its subsidiary Company REMC Limited in achieving the national goal of energy conservation and accordingly, suggestions are given to our various clients for measures and methods to conserve energy.

I. Steps taken for impact on conservation of energy:

RITES has undertaken a few initiatives like setting-up of solar panels at available, selected and suitable locations, turbines for wind energy in the states of Rajasthan, Tamil Nadu and Maharashtra. Further, energy - efficiency measures were initiated like installing energy efficient lighting system (LED) in RITES owned properties (Shikhar, Srijan, Guest House, RPO Buildings), upgrading electrical equipment with star rated equipment etc.

Steps taken by the Company for utilising alternate source of energy:

RITES has taken various steps for harnessing green energy through use of renewable energy sources and to list a few are:

a) Installation of solar panels on roof top on offices at Gurugram (SHIKHAR & SRIJAN), Guest House at Gurugram.

b) installed wind power plants (through its subsidiary Company REMC Limited) in Rajasthan, besides suggesting/undertaking various energy

conservation measures through energy-efficiency studies and their implementation for various clients, RITES Office and various Zonal Railways in the country.

c) REMC Limited (subsidiary Company of RITES), has been actively working towards achieving the Net Zero Carbon Emission Goal of Indian Railways by 2030 in harnessing green energy through non-fossil fuel sources-renewable energy resources.

Measures initiated and in progress:

a) Replacement of Outdated equipment (elevators, DG sets, Air-conditioning system) with latest technology (energy efficient).

b) Use of low-capacity DG set to illuminate building during night in case of power failure.

c) Regular cleaning of window/Atrium glass that fills the majority of building with natural light.

d) Enhancing the capacity of solar energy in offices of Gurugram with higher capacity solar panel and installing additional panels in the areas identified.

e) Separation of DG supply to different floors to ensure supply is only given to the required floor and not all floors, thereby saving in fuel consumption.

f) Providing separate air conditioning unit of 100 TR air-cooled chiller (energy efficient) to reduce the load on the centrally air conditioning unit thereby reducing the power and water requirement.

g) Use of energy efficient equipment in compliance to ECBC norms.

h) Use of heat reflecting dual window glasses to prevent heat gain/loss in the buildings.

i) Reducing the consumption of water by installing sensor based sanitary fittings.

j) Installing occupancy sensors in the building at Lucknow for automatic lighting control.

II. The Capital investment on energy conservation equipment:

During the year, Capital investment on energy

conservation equipment is 272.00 lakhs (approx.).

a) Cooling Towers of Shikhar at Gurugram have been replaced with higher capacity and energy efficient for reduction in power consumption.

b) Installation and commissioning of 8 KWP Solar Panel at Guest house in Gurugram at a cost of 22.10 lakh.

III. GRIHA 4-star rating:

RITES has undertaken construction of its office buildings at Kolkata and Lucknow. The construction of these two buildings is being done with a view of obtaining GRIHA 4 rating, which requires “Resource conservation and efficient utilisation of resources”. In addition to above, renewable energy utilisation being mandatory, 130 KW solar panels are being planned for the office at Kolkata and 40 KW at Lucknow. The possibility of enhancing the capacity of solar energy at Lucknow is being explored as construction is in progress.

IV. Reduction in use of paper:

Use of IT for processing files through E-office, Employee Self Service (ESS) portal for administration purposes, SAP for payments to vendors etc. are in progress, thereby reducing use of paper.

The Company has disseminated annual reports in electronic mode to the shareholders who have registered their e-mail address either with the Registrar and share transfer agents or the depositories. The initiative is aimed at minimising the impact on the planet and supporting carbon neutrality.

RITES endeavours to comply with all applicable environmental laws and regulations and strives to continually strengthen its environmental practices.

TECHNOLOGY ABSORPTION

1. Implementation of geological mapping tool for inaccessible glacial terrain (temperature varies from 20° C to -40° C) for road construction in Siachen Glacier from at an altitude of 5,753m as a part of expanding infrastructure networks to improve coverage of the Line of Actual Control to provide support to the Indian Armed Forces as a part of work for “Preparation of Detailed Project Report for Construction of road from Base Camp to Kumar Post in the UT of Ladakh”. The Siachen area is second longest glacier and Third Pole of the earth located in the eastern Karakoram of Ladakh. The terrain’s profile supports accumulation of snows and thereby creates potential for avalanches and debris flows. The high weathering of rock mass over the years due to frost - thaw induced disintegration has resulted in a pile up of talus material at base of the mountain, and valleys which are moved from in-situ locations by avalanches. Hence, the location is falling in such area where no other technology can be used for geotechnical investigation to establish the type & nature of rock and soil, structural conditions, weather condition and identification of tentative slope problems/avalanche areas and suggestion for broad slope stability problems. The geological mapping was done by traversing the hill slope, existing trace cut and observation of proposed alignment from the nala/glacial sheet by the competent Engineering Geologist.

2. RITES had adopted the Geophysical survey for highest altitude tunnels (>4500-6000m) located in Ladakh which includes Khardungla, Tanglangla, Namikala, Fotula & Keyla to decipher the subsurface strata conditions & certain design parameters which were essentially required for design in a very limited working period. The Geophysical survey executed when the desired results could not meet with exploratory drilling due to certain technical reasons, work delayed a lot due to freezing of drill water inside the boreholes under extreme low temperature (minus) conditions resulted into delay in progress as maximum time lost for cutting of hard frozen ice inside the boreholes to reach the last drilled depth on daily basis. The work of SRT & ERT completed successfully within the available limited working season and the required fine tuning of the alignment was done accordingly as per results.

FOREIGN EXCHANGE EARNING AND OUTGO

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

Total foreign exchange earnings during the year under review was 7175.63 crore (previous year 7401.74 crore) and foreign exchange outgo was 717.22 crore (previous year 729.17 crore). This resulted in net foreign exchange earnings of 7158.41 crore (previous year 7372.56 crore).

ENVIRONMENT PROTECTION

RITES strives towards sustainable development and continues to be committed for preserving natural resource and reining in environmental impact. RITES initiatives aim at promoting environment protection, eco-friendly solutions, utilising cleaner and green energy, investing in renewable energy, ensuring optimal utilisation of resources and spreading environment awareness.

Being a consultancy organisation, RITES carries out feasibility studies, detailed project reports, environment, and social impact assessment for various infrastructure projects on behalf of its clients. These reports not only address concerns raised by the stakeholders but also promote sustainable development and suggest mitigation measures for reducing the project life cycle impacts.

With focus on Sustainable Development, RITES diversified into Solid Waste Management (SWM), Used Water Management, National Clean Air Program (NCAP) projects for cities / Urban Local bodies (ULBs), Environment, Social and Governance (ESG), Lake/River rejuvenation, Pollution Abatement Studies, Net Zero Studies and Green Mobility to address the pressing challenges of environment, climate change and urban congestion.

Services in Green Mobility includes Green Mobility Action Plan (GMAP), Non-Motorised Transport (NMT), Footpath & Cycle Track Network Identification, Charging Infrastructure, Improving Green Spaces/Recreational Parks.

RITES has signed MoU with I IT Kanpur for the various projects/ studies like Dynamic Hyper-local Source Apportionment for Air Quality Management and Sustainability related projects.

RITES has signed MOU with IIT Madras for innovation in green energy solutions viz. Green Hydrogen, Green Ammonia and their derivatives.

RITES has setup ‘Technical Support Unit’ (TSU) for solid waste management and used water management works under the Swachh Bharat Mission Urban 2.0 (SBM-Urban 2.0) by the Ministry of Housing & Urban Affairs (MoHUA). RITES is providing technical support to MoHUA for preparation of guidelines for legacy waste management, design standardisation for Material Recovery Facility, Vendor Development, Efficiency & Optimisation for Garbage Collection & Transport System etc. The TSU is also working on Used Water Management, design standards & specifications for reuse of Used Water & Sludge and preparation of model tender document for procurement.

RITES has been appointed as the Project Management Consultant to provide support and services to Bengaluru Solid Waste Management Limited (BSWML) and is working on Institutional Development Plan, Planning and Management of Projects in Design Phase, Operations & Management strategy for the projects in Implementation stage, Procurement & Financing strategy for existing/proposed future projects, Standard Operations Plan & Result dashboarding.

RITES has been awarded the project for Environmental and Social Impact Assessment (ESIA) for the metro corridor from Millennium City Centre to Cyber City in Gurugram as per World Bank and CSR Guidelines. The study has delineated the environmental and social impacts associated with the project and has articulated the corresponding mitigation measures.

To pioneer the concept of circular economy and aspects of green mobility for townships, RITES is providing services to Oil India Limited for its township located in Duliajan, Assam which involves detailed project report for integrated Solid

Waste Management and IOT as part of consultancy services for infrastructure.

To assess the impact of change in green land use in master plan of a city, RITES has been awarded the Environmental Impact Assessment Study for green land use amended in Master Plan 2031 of Bareilly in Uttar Pradesh.

Through innovative technologies and forward-thinking solutions, the Sustainability & Green Mobility sub-unit strives to address the pressing challenges of environment, climate change and urban congestion.

In addition to Client Services, RITES promotes sustainable measures in its own activities. Some of the initiatives and activities highlighting RITES’ focus on minimising Environmental impacts and promoting sustainable development includes:

AT RITES OFFICE

• The RITES office complex Srijan at Sector 44, Gurugram, has been rated as ‘GRIHA Gold Standard Building’ and RITES Kolkata Office has been awarded the four stars GRIHA Pre-Certification. RITES endeavours to ensure that GRIHA provisions are strictly followed.

• Installation of solar panels, LED lighting, sky light etc. at the RITES complex with the focus on efficient use of energy for sustainable development, and to optimise energy usage.

• The buildings at RITES office complex in Gurugram have implemented the rainwater harvesting system, sensor based efficient fixtures and sewage treatment plant.

• The emissions & waste generated by the Company are within permissible limits. All the buildings/offices comply with environmental regulations.

• RITES has been actively working towards a paperless office and have adopted e-office file management system, SAP/ERP system, e-procurement to reduce paper use and moderate carbon footprint.

AS A CONSULTING ORGANISATION

• RITES takes pride in facilitating and promoting nonpolluting modes of transports such as metros and ropeways.

• As a consultant, RITES recommend to clients Energy Efficient smart fittings, treatment/reuse of waste water, Water Conservation, harnessing solar power, use of Recycled Materials, Fly ash & localised materials, and enhancement of green cover etc.

• RITES explores the project alternatives to reduce the environment and social impact and financial viability of projects.

• RITES focus is on having environment-friendly sound engineering practices with minimal ecological disturbance for wildlife sanctuaries, water bodies and protected/ reserve forests.

• RITES carries out census and socio-economic survey for the project affected families, accordingly Rehabilitation and Resettlement (R&R) plans and Resettlement Action Plans (RAP) have been prepared for infrastructure projects. Public consultations, plans for suitable compensation etc are done to minimise the negative impact of the development projects.

RISK MANAGEMENT

The Company’s Risk Management Committee as on March 31, 2024 comprises of Dr. Dineshananda Goswami, Independent Director as Chairman with members Shri Arun Kumar Singh, Director (Projects), Shri Krishna Gopal Agarwal, Director (Finance) and Shri Likha Togu, Independent Director. Shri Mahesh Sreenivasan, ED (MS) was designated as the Chief Risk Officer.

The Company follows a consistent and comprehensive risk management strategy at all levels. Each Verticle/ Region has a risk management team to assess and mitigate risks at operational level. The risk reported and mitigation plans across whole organisation are reviewed by Enterprise Risk Management Committee consisting of senior executives of Company, which in turn presents consolidated report of risks assessed with suggestions for risk mitigation to Risk Management Committee of the board for review and approval. During the year, two meetings of Risk Management Committee were held.

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

Company’s Risk Management procedure covers all aspects which may affect its working like, changes in business

environment, Government policies, competency requirements, manpower planning, safety of manpower, buildings and other assets, currency risk management, data security, cyber security etc.

VIGILANCE

Vigilance Department headed by Chief Vigilance Officer ensures transparency, objectivity and quality of decision making in various operations of the Company. Vigilance functions with a primary focus on preventive approach towards strengthening transparency in the systems, work procedures and accountability. Besides examining the allegations in the complaints received, it also carries out preventive checks and inspections. The findings of these investigations/ inspections are communicated to the Management for suitable action including systemic improvements, wherever required. The corrective actions for deficiencies/lapses noticed during the inspections/preventive checks are also ensured. For raising awareness to inculcate ethical practices and zero tolerance against corruption Vigilance department organises various lectures, presentations, nukkad natak, etc. to sensitise employees and other stakeholders of the organisation.

During the year 2023-24 a total of 87 vigilance complaints were investigated, out of which 74 complaints have been finalised and the remaining are under various stages of investigation. Appropriate disciplinary measures were taken against employees who were involved in misconduct, and enhancements in the system were implemented to prevent future irregularities. Additionally, conducted 31 proactive preventive and surprise checks including CTE type inspections, surprise inspections, and scrutiny of files. These checks enabled identifying and rectifying uncovered discrepancies through systemic improvements. Furthermore, 8 preventive vigilance workshops were conducted for the

employees across all Project Units and locations during the year. Leveraging IT, an online staff vigilance clearance system has also been developed and implemented on SAP.

Vigilance Awareness Week:

The Vigilance Awareness Week 2023 (VAW 2023) was observed at RITES Limited, from 30.10.2023 to 05.11.2023. The theme for this year’s VAW was “Say no to Corruption; Commit to the Nation”. The VAW commenced with taking integrity pledge by the top management and staff administered by CMD, RITES on 30.10.2023 followed by a “Signature Campaign” on “Say No to Corruption” at Corporate Office, Gurugram, and all Regional, sub regional and inspection offices.

Alongside this week-long observance, a three-month campaign from 16.08.2023 to 15.11.2023 was conducted, covering displaying “PIDPI” Posters and banners in all offices, “Nukkad Natak” on PIDPI complaint and vigilance awareness, training/ workshop programs on ‘Ethics & Governance” “Cyber security & Hygiene”, e-procurement, Contract Management systems and procedures. A public outreach program organised “Gram Sabha” at village Garhi Bazidpur, Shona, Vendors/ Contractors meets at Regional Office, Chennai and Kolkata, Poster making and Elocution Competitions at Govt. Girls Senior Secondary School, Badshahpur and Elocution competition at Government College, Bahadurgarh on “Say no to Corruption; Commit to the Nation”.

The VAW 2023 program concluded by releasing of Vigilance e-bulletin “^Njfa”, an inhouse magazine containing various articles, poems, posters contributed by Staff including messages from the top management, Directors and CVO.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

APPLICATION/ PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering division-wise performance, which forms part of the Directors’ Report, has been placed at Annexure- B.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide safe and secure work environment to its employees which is free from any kind of fear, intimidation, exploitation or harassment. Committee for Prevention of Sexual Harassment of Women at Workplace as per the Govt. guidelines exists in all major locations of the Company for implementing and enforcing the policy. We have adopted robust framework to counter any potential harassment or discrimination against women. The Company has a dedicated helpline number and e-mail id on which employees can register their complaints for speedy action. The details of the committee are also displayed on the Company website for the information of general public. Various programs are conducted throughout the year on the topic for creating basic awareness among employees.

The summary of complaints received during the year is as under:

No. of complaints	No. of complaints	No. of	No. of
pending at	received	complaints	complaints
beginning of the		finalised	pending at the
year			end of the year
Nil	3	3	Nil

WOMEN EMPOWERMENT

Women workforce is considered as a significant resource of the organisation. Their immense contribution in business is recognised and valued. Many projects are being led by females while many critical/key roles are being handled by our female workforce.

On the occasion of International Women''s Day (2024), Various programs for building Leadership Skills among Women Employees were organised. Ms. Usha Rangnani, Deputy Commissioner Police, IGI Airport, Delhi was invited for a talk on Women Empowerment & Gender Sensitisation which was attended by female staff across the Company in large numbers. A campaign was run to collect testimonials from female employees on their professional journey.

During the year, the Company has undertaken several programs on gender diversity & inclusion, prevention of sexual harassment at workplace, women empowerment etc. Regular Health camps/ Health Awareness sessions were conducted to cater to the specific needs of female employees.

PROPAGATION OF HINDI (RAJBHASHA)

As per the Official Language Policy of the Government of India, all necessary steps were taken in RITES Limited to ensure maximum use of Hindi in official work. Details of some of these important activities are given below.

The Chairman and Managing Director, RITES Limited participated in the meetings of Railway Board Official Language Implementation Committee held under the chairmanship of Chairman and Chief Executive Officer, Railway Board. Quarterly meetings of the RITES Official Language Implementation Committee were held under the chairmanship of the CMD. In the meetings, the progress of official language implementation in corporate offices, regional project offices and regional inspection offices was discussed and reviewed. This has resulted in increase of Hindi correspondence and notings in the office.

The second sub-committee of the Committee of Parliament on Official Language inspected the Regional Project Office, Bengaluru on 14.07.2023 and the East Region Inspection Office, Kolkata on 28.12.2023 regarding the use of official language. The efforts being made by RITES to increase the use & spread of Hindi were appreciated by the Dy Chairman/ Convenor and honourable members of the Committee.

Various departments of the corporate office were inspected by the Rajbhasha team. During the inspections, training in Hindi typing was also imparted to officers & staff. Apart from this, regional project and inspection offices were also inspected from time to time.

Hindi workshops were organised on 20.11.2023, 18.12.2023 and 20.03.2024 to increase the use of Hindi in the office and during the workshops, training in Hindi noting and drafting was also imparted. Additionally, online meeting cum Hindi workshops were organised for project and inspection offices on 30.05.2023 and 23.08.2023. During the workshops, along with other topics, items related to the questionnaire of the Committee of Parliament on Official Language were discussed in good detail.

The Company is a member of the Town Official Language Implementation Committee, Gurugram and we actively

participate in all the activities of this committee. An essay competition was organised by the Company under the aegis of NARAKAS, Gurugram on 19.10.2023. Officers and staff of member offices participated in this competition. Apart from this, officers and staff of our office participated in various competitions organised by other member offices of Town Official Language Implementation Committee, Gurugram. Their performance in these competitions was commendable and they were honoured with cash prizes and citations.

Hindi Fortnight/Hindi Week was organised in the month of September in RITES Corporate Office, Regional Project Offices and Inspection Offices. On this occasion, Hindi Diwas message of the CMD was released on 14.09.2023. Various competitions, seminars, workshops etc. were organised in corporate and regional offices. Officers and staff participated enthusiastically in these events. Besides, a special poetry recital programme was also organised. Officers and staff of corporate & regional offices enthralled the audience with their poems. On this occasion, the Chairman and Managing Director distributed prizes to the winners of competitions and annual incentive schemes.

Individual orders were issued on 11.01.2024 under the signature of the Chairman and Managing Director to all the officers and staff, who have attained proficiency in Hindi, to do their work in Hindi. This inspired officers and staff to use Hindi in their daily official work.

As a result of the above efforts being made at various levels, the use and spread of Hindi in RITES has got a lot of impetus and we are determined to achieve the set goals.

SCHEDULED CASTE, SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC, EWS and women employees.

It has provided reservation in recruitments and promotions to SC/ST communities and in recruitments to EWS/ SC/ ST/ OBC/ Divyang candidates. Members of these communities are provided due relaxation in eligibility conditions and application fee while applying for recruitment and qualifying standards in recruitment and promotion as per the Govt. of India guidelines. In selection committees for recruitment, due representation is given to SC, ST, OBC, minorities and women members. During the year, 303 employees belonging to EWS/ SC/ ST/ OBC/ Divyang categories (regular and contract) were inducted. The employees belonging to these communities are given due representation in the elected body of employees (CONCERT).

SYSTEM CERTIFICATION (ISO 9001:2015) & OTHER ACCREDITATIONS

RITES Limited is a certified Quality Management System (QMS) as per ISO 9000 series of Standards since 1999. The system has been documented as per ISO 9001:2015 requirements. QMS involves regular reviews of internal system through Internal audits, Management Review meetings, Customer Feedback, Risk Assessment etc. so as to ensure the compliance to stipulated rules / regulations on a regular basis and therefore, forms a part of the internal control systems. QMS ensures quality service output, quality in its operations / functions, continual improvement and risk management practices in line & comparable to international norms. RITES ISO 9001:2015 Certificate has been awarded by M/s. NVTQC under ANAB accreditation.

The activities under QMS during the year 2023-24 are enlisted below:

1. Introductory awareness training session on ISO 9001:2015 for new employees inducted.

2. Interaction programme on ISO 9001:2015 for RITES MRs / Internal Auditors from all domains.

3. QMS Lead Auditor and Internal Auditor programs were organised for 50 Nos. of employees in 5 batches.

4. Internal audits at Corporate, Regional Office & Project Units and its Sub Units levels.

5. Management Review Meetings at Corporate, Regional Office & Project Units and its Sub Units levels.

In addition, RITES QA Vertical is accredited to ISO 17020:2012 Standard by NABCB, (A body under Quality Council of India) to ensure compatibility of its inspection services to international norms. The QA Vertical has material testing laboratories in different Regional Inspection Offices which are also accredited as per ISO 17025: 2017.

The QA vertical of the Company is also accredited with ISO 17065:2012 to become the first Govt. Certification body for Rolling Stock and its products in India.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

RITES Limited believes in the principle that good corporate governance establishes a positive organisational culture, and it is evident by its responsibility, accountability, consistency, fairness and transparency towards stakeholders. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report placed at Annexure- A.

In support of the “Green Initiative” measure taken by the Ministry of Corporate Affairs, Government of India, which has enabled electronic delivery of documents, as well as in confirmation to the circular issued by the Securities and Exchange Board of India (SEBI) dated November 5, 2011, and as prescribed under the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, RITES Limited has disseminated Annual Reports in electronic mode to the shareholders who have registered their e-mail addresses either with the Registrar and Share Transfer Agents or with the Depositories. The initiative is aimed at minimising the impact on the planet and supporting carbon neutrality.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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

Further SEBI vide its circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, has mandated BRSR Core Assurance the top 150 listed companies w.e.f. 2023-24. Your Company has taken reasonable assurance on voluntarily basis form M/s. Akhil Rohatgi & Co.

KNOWLEDGE MANAGEMENT SYSTEM

RITES emphasises creating and updating knowledge base to maintain its leadership position in the marketplace. IT SubUnit of RITES is an enabler which provides technology support to other Sub-Units and helps them to gain a competitive edge in the market. In line with Industry, RITES is determined to accelerate its Digitalisation journey.

RITES has embarked on its journey on creating a “Vault” which will house all the artefacts created as part of consulting assignments. RITES has successfully implemented “Digital Vault” which comprise of all projects related documents viz, FSR, DPR, Contract Agreement, Bid, Tender, Drawings and Design etc., since its inception. It also comprises MOUs related to various Sub-Units signed with stakeholders. The system is completely secure, having validated access control and audit trails. “Digital Vault” has advanced features like OCR/ Keyword

based search. This acts as the central repository of all projects related documents which can be used for reference in future projects using credentials to authenticated users only.

Functioning of Vendor Tracking Portal and digitisation of Personal Files has been an ongoing process in RITES. It helps in fast retrieval of information. All these initiatives manifest RITES emphasis on Knowledge Management.

Implementation of SAP and a renewed approach for keeping SAP as single source of truth has helped RITES in standardising its process across all Verticles/ Regions. The process documents along with training are available online.

A CV Dashboard has been created which curates the employee CV’s with advance search on various parameters. It helps RITES in identifying right person for a particular project.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Being a leading transport infrastructure consultancy and engineering Company, RITES is constantly looking to enhance its knowledge capabilities and professional pool by inducting bright, qualified employees into its team every year. In line with this mission, the Human Resource Department of RITES is committed to achieve excellence in talent acquisition, upskilling & training, employee engagement, talent retention, career progression and development of human capital.

The Company’s progressive HR policies have a purpose-driven approach of being established as an “Equal Opportunity Employer”. Such policies are one of the many reasons there is an ease in employee acquisition, retention and maintenance of a very low attrition rate. The attrition rate of regular employees during FY 23-24 was 1.99%.

As a part of succession planning and career progression, as well as to keep the employee motivated, a periodic review of cadres is done. The reviews are conducted in a supportive environment, with benchmarks outlined against the business goals of the Company and best practices in the industry. During FY 23-24, the selection process of 609 eligible candidates from across disciplines, levels & regions was conducted, and 336 employees (including both executive & non-executive staff) were promoted.

The Company believes in consistently improving its systems and processes to attract, motivate and nurture talent. It focuses on making the workforce agile and Future Ready to align with dynamic industry trends and the infrastructure needs of tomorrow.

IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

RITES has put in place a robust implementation structure with high level of commitment towards transparency amongst the First Appellate Authority (FAA), Central Public Information Officer (CPIO) & Assistant Central Public Information Officers (ACPIOs) which had profound influence on successful implementation and accomplishing goals & objectives of the Right to Information Act, 2005. By establishing citizens’ right to have maximum access to records & documents in

all areas, barring a limited regime of exceptions, has thus improved transparency, accountability, good governance and service delivery.

To bring about transparency in RITES administrative culture, concerted efforts were made through in-house awareness and training programmes for officers & staff highlighting the significance and strategic approach with which RITES is pursuing the implementation of the Right to Information Act, 2005. This has helped in a catalytic improvement in implementing the Act, making the goals & objectives achievable with their concerted, creative and decisive actions.

RITES believes in the principle of “maximum disclosure”, the right to access information extends to a broad range of records & documents unless specifically included in the narrowly defined list of exemptions. Therefore, in RITES, there is a fundamental paradigm shift, a presumption of disclosure and transparency supersedes the presumption of secrecy and the effective implementation of the Right to Information Act, 2005, has fostered a new culture of openness.

RITES has been putting sincere efforts in creating informed citizenry & promoting transparency through pro-active disclosures on its website under Section 4(1)(b) of the Right to Information Act, 2005. Categories of information frequently sought, have also been identified, catalogued, and organised in a retrievable user-friendly database.

The provision for submission of RTI applications/First Appeals with payment of application/additional fee online, accessible on RITES website, has enabled citizens to file their applications/First Appeals with ease and receive information faster, cutting on the cost of postal dispatch and nullifying the time of postal transit.

The gradual reduction in the number of new applications highlights the effective use of RITES’ website and social media platforms for dissemination of information. Efficient & scientific record keeping, ensuring timely and accurate information to the applicants under the provisions of the Act, vocalises effective containment of First and Second Appeals in compliance with the letter and spirit of the Right to Information Act, 2005.

EXHIBITIONS

In line with our strategic goals, the Company remains committed to participate in key trade exhibitions to showcase our extensive capabilities and explore new business opportunities both domestically and internationally. These events are essential for building business connections, enhancing our visibility, and engaging with a diverse array of potential clients, delegations, and industry leaders.

We participated in the International Railway Equipment Exhibition (IREE) from 12.10.2023 to 14.10.2023 at Pragati Maidan, New Delhi. This event allowed us to present our latest innovations and network with prominent figures in the railway sector. Moreover, our participation in CPSEs'' Roundtable & Exhibition 2023 from 25.09.2023 to 26.09.2023 at

O RITES CMD Mr. Rahul Mithal at a panel discussion on ''Rail Infrastructure'' on the sidelines of the IREE-2023 where the company showcases its multisectoral expertise.

Pragati Maidan underscored our dedication to corporate social responsibility.

GENERAL

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

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

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

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

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

ACKNOWLEDGEMENT

The Directors express gratitude to esteemed shareholders, the Chairman and Chief Executive Officer of the Railway Board, members and officers of the Railway Board for their valuable support, advice, and cooperation. The Directors are particularly grateful to the Government of India, Ministries/ Departments of Railways, Road Transport and Highways, Commerce, Finance, External Affairs, Urban Development, Health, DIPAM, DPE, NITI Aayog and other ministries/ departments, regulators, Indian embassies and missions abroad, foreign missions and embassies in India, Exim Bank, and other bankers of the Company.

The Comptroller & Auditor General and Statutory & Internal Auditors, Stock Exchanges and Registrar and Share Transfer Agent, for their valuable support and guidance to the Company. Your continued support and unstinted confidence inspire us in all our endeavours for excellence.

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

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

For and on behalf of Board of Directors

Rahul Mithal

Chairman & Managing Director & Chief Executive Officer Place: Gurugram DIN: 07610499

Date: 31.07.2024

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Mar 31, 2023

The Directors present the 49^th Annual Report of RITES Ltd. (the Company or RITES) along with the audited financial statements for the financial year ended March 31, 2023, and Auditors'' Report thereon.

FINANCIAL HIGHLIGHTS

The financial performance during the year under review (FY 2022-23) as compared to the previous year is summarized below:

('' In Crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	2520	2575	2628	2662
Other Income	119	86	102	83
Total Income	2639	2661	2730	2745
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	775	738	848	808
Less: Depreciation/Amortisation/Impairment	59	58	67	66
Profit/loss before Finance Costs, Exceptional items and Tax Expense	715	680	781	742
Less: Finance Cost	7	5	7	7
Profit/loss before Exceptional items and Tax Expense	709	675	774	735
Profit/loss before Tax Expense	709	675	774	735
Pre- Acquisition Profit of JV	-	-	-	-
Less: Tax Expense (Current & Deferred)	178	178	203	197
Profit/Loss for the Year(1)	531	497	571	538
Total Comprehensive Income/Loss (2)	6	1	6	1
Total (1 2)	537	498	577	539
Balance of Profit/Loss for earlier years	2159	2082	2354	2240
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserve	-	-	-	-
Less: Dividend Paid to Equity Shares	433	421	452	425
Less: Buy Back Expense including taxes	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Balance carried Forward	2263	2159	2479	2354

With a well-diversified and resilient business model, RITES has followed a trajectory uniquely rooted in India''s growth story. A future-ready and multidisciplinary consultancy organization, RITES is providing customized, diversified, comprehensive, and concept to commissioning services and integrated solutions in the transport infrastructure sector in India and abroad.

The company is uniquely placed in terms of geographical reach and consultancy services in sectors such as railways, highways, airports, ports, ropeways, metros, bridges & tunnels, urban engineering and sustainability, inland waterways, and renewable energy. Equipped with sophisticated software (including for designs) and modern equipment, RITES is also a unique inspection organization with in-house material-testing laboratories with national/international accreditation/certification.

Delivering smart and sustainable solutions with a talent pool of over 2,000 professionals, and the ability to adapt to diverse market needs and foster collaborative relationships, RITES has served clients in more than 55 countries across Asia, Africa, Latin America, South America, and Middle East region.

During the financial year 2022-23, the company recorded consolidated revenue of ''2730 crore and achieved highest-ever consultancy revenue. Additionally, our Profit After Tax of ''571 crore underscores our ability to navigate market challenges and capitalize on emerging opportunities.

The increased thrust on the expansion & upgrade of transport infrastructure and last-mile connectivity, domestically as well as globally, provides opportunities for technical consultancy and export of rolling stock (indigenously developed and customised offerings), adding credence to the idea of Atmanirbhar Bharat that calls for ''Make in India, Make for the World''. By aligning our growth plans with the Nation''s vision, we aim to further strengthen our position, embracing innovation, and fostering sustainable practices.

Infrastructure plays a key role in facilitating and stimulating economic growth by providing better connectivity, enabling within and trans-border movement of people and goods and enhancing productivity and efficiency. The sector is responsible for propelling India''s overall development and draws focus from the Government, which has unveiled various initiatives that would ensure time-bound creation of world-class infrastructure.

The company continued to be a leading consultancy organisation providing consultancy, design, engineering and turnkey solutions to its various clients in India and abroad. Under its strategic initiative ''RITES Videsh'', the company is tapping on the emerging opportunities (export and consultancy) in Southeast Asia and Africa. In the current year, the company achieved highest-ever revenue in international consultancy as well as highest-ever consultancy revenue, leading to higher standalone profit.

''Transforming to Green, RITES has charted a roadmap to emphasize the integration of infrastructure and green solutions, hasten green growth, and provide smart solutions for shaping tomorrow''s mobility. Under a dedicated ''Sustainability Unit'', RITES undertakes projects involving advanced sustainable solutions. Also, the company has been embracing and advocating sustainable & cutting-edge solutions that aid in the transition to a circular economy.

RITES'' subsidiary REMC Ltd is involved in power management and generation and has a mandate to manage the entire power procurement under open access for Indian Railways, besides handling renewable energy and energy-efficiency projects. During FY 2022-23, REMC Ltd. achieved highest-ever turnover of ''117.06 crore and profit before tax of ''83.80 crore. It became debt- free during FY 2022-23. During the year, REMC Ltd paid an interim dividend of ''26.25 crore (''2.5 per share) and declared final dividend of ''31.50 crore (''3 per share), which is highest-ever in a financial year, subject to the approval of shareholders.

SAIL-RITES Bengal Wagon Industry Pvt. Ltd., a joint venture of RITES and SAIL on 50:50 basis, has manufactured 320 BCNAHSM1 wagons and 364 BOXNHL wagons during FY 2022-23. An order has also been received from GATX for supplying 186 BOXNHL wagons and 03 Brake Vans. It had revenue of ''222.79 crore with profit after tax of ''0.33 crore during FY 2022-23.

RITES'' foreign subsidiary RITES (Afrika) (Proprietary) Limited, Botswana, has a proven track record of executing projects in Botswana and has executed projects from concept to commissioning for value ranging up to BWP 520.00 million. RITES (Afrika) (Proprietary) Limited achieved the turnover of BWP 12.62 million (''7.87 crore) and earned a net profit after tax of BWP 1.25 million (''0.78 crore) during FY 2022-23.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the company during FY 2022-23.

RESERVES

The company has not transferred any amount to the reserves during FY 2022-23.

DIVIDEND

Your company has a consistent track record of dividend payment. For FY 2022-23 also, based on company''s performance, the Directors have declared three interim dividends aggregating to ''14.5 per equity share. The Directors have also recommended a final dividend of ''6.00 per equity share. The total dividend for the financial year 2022-23 is ''492.62 crore (i.e.''20.50 per share) which is 205% of paid-up share capital of the company.

The total dividend payout during the year works out to be ''432.55 crore which includes ''84.11 crore final dividend for financial year 2021-22 and ''348.44 crore interim dividend for the financial year 2022-23.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) is annexed to this report as Annexure -D and is also available on the Company''s website at

https://www.rites.com/Upload/upload/misc/Balancesheet/

Dividend-Distribution-Policy070619.pdf

PRESIDENTIAL DIRECTIVE

During the year, a presidential directive has been issued vide Railway Board letter no. 20-21/PL/57/2 dated 16^th Sept 2022 allowing all PSUs to undertake all kind of businesses as deemed suitable/ appropriate by them with a view to maximize their revenue and profit.

DEPOSITS

The company has not accepted any deposits from public during the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes or commitments affecting the financial position of the company has occurred during the financial year 2022-23 and after the close of the financial year up to the date of the report.

CAPITAL STRUCTURE

During the FY 2022-23, the paid-up share capital of the company was ''240.30 crore as against the Authorized Share Capital of ''300

crore. There was no change in paid up and authorized capital of the company during the financial year 2022-23.

CREDIT RATING

During the financial year 2022-23, the company has received a credit rating of IVR AAA/ Stable (IVR Triple A with stable outlook) for Long Term Bank facilities up to an amount of ''1265 crore from Infomerics Valuation and Ratings Private Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 as on March 31, 2023 are available on the company website and has also been disclosed in the Corporate Governance report. Further, the company does not have shares in Demat Suspense Account/ Unclaimed Suspense Account/ Unclaimed dividend and the same has been disclosed in the Corporate Governance report.

MEMORANDUM OF UNDERSTANDING (MoU)

Evaluation of MoU performance for the Year 2021-22 as per DPE parameters is finalized and the company secured a rating of "Very Good” for the year 2021-22.

The company signed Memorandum of Understanding (MoU) with the Ministry of Railways for 2022-23 and its evaluation is under process with DPE.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Note 7.1, 8, 16, 17 &.43 (f) (ii) of the standalone financial statement).

board of directors & KEY MANAGERIAL PERSONNEL (kmp) and number of meetings of the board

As on 31^st March, 2023, the Company had 10 Directors comprising four Functional Directors and two Government Nominee Directors and four Independent Directors. During the year, 8 meetings of Board of Directors were held as mentioned below:

DIRECTORS & KEY MANAGERIAL PERSONNEL Inductions, Retirements and Resignations

The company has inducted three Functional Directors and two Directors superannuated during the Financial Year 2022-23. Appointment of Directors is done by the Government of India from a pool of professionals in varied fields, with due verification of expertise, integrity and experience.

During the Financial Year 2022-23, Shri Gopi Sureshkumar Varadarajan (DIN: 08241385) ceased to be Director Projects of the company w.e.f. closing of working hours on 31.07.2022 on attaining the age of superannuation. The Ministry of Railways vide its order no. 2021/E(O)II/40/8 dated 23.09.2022 had appointed Shri Arun Kumar Singh as Director Projects of the Company w.e.f. date of his assumption of charge. Shri Arun Kumar Singh assumed the charge of Director (Projects) w.e.f. 26.09.2022.

Shri Anil Vij (DIN: 07145875) has superannuated from the post of Director (Technical) w.e.f. closing of working hours on 28.02.2023. The Ministry of Railways vide its order no. 2018/E(O)II/40/22 dated 16.03.2023 has entrusted additional charge of the post of Director (Technical), RITES to Shri A.K. Chandra, IRSME, PED/ W&D, Railway Board till the appointment of a regular incumbent to the post or until further orders, whichever is earlier.

Ministry of Railways vide its letter no 2021/E(O)Il/40/30 dated March 21, 2023 has appointed Dr. Deepak Tripathi (DIN: 10090267) as Director (Technical) of the Company w.e.f. the date of assumption of charge i.e., 27.03.2023 till the date of his superannuation or until further orders, whichever is earlier. Shri A.K. Chandra (DIN: 10076614) holding additional charge to the post of Director (Technical) of RITES Limited ceases to be Director (Technical) of RITES Limited w.e.f. the date of appointment of Dr. Deepak Tripathi as Director (Technical) of RITES Limited, due to appointment of regular incumbent to the post.

DECLARATION BY INDEPENDENT DIRECTORS

As on 31^st March, 2023, two positions of Independent Directors were vacant. During the financial year 2022-23, all independent directors have met the requirements specified u/s 149(6). The declaration as required under section 149(7) of the Companies Act, 2013 has been received from independent directors.

COMMITTEES OF THE BOARD

The Company has Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Project Investment Committee, CSR Committee and Stakeholders'' Relationship Committee of the Board in place. The separate meeting of independent directors was held on May 23, 2022 as per the provisions specified in regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

The composition, number and date of meetings of such committees held during the year and scope of the committees are provided in the report of Corporate Governance at Annexure- A.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

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

However, as per notification dated June 5^th, 2015 issued by MCA, Government Companies are exempted from complying with the provisions of Section 197 of Companies Act, 2013. Therefore, such particulars have not been included as a part of Director''s Report.

FORMAL ANNUAL EVALUATION OF DIRECTORS UNDER SECTION 134 (3) (P) OF THE COMPANIES ACT, 2013

Formal Annual evaluation of Chairman & Managing Director and Directors, being a Government Company, is done by the Administrative Ministry. Further, as per Notification issued by Ministry of Corporate Affairs dated 5^th June, 2015, the provisions of the said section shall not apply to Government Company, in case the Directors are evaluated by the Ministry or Department of the Central Government etc.

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. In view of this, all the directors, except Independent Directors and Chairman & Managing Director [As per Article 56(h) of the Articles of Association], will be liable to retire by rotation. Accordingly, one-third among all other directors will retire by rotation. Accordingly, Shri Sandeep Jain (DIN:09435375) and Shri Raj Kumar Mangla (DIN:09533985) will retire by rotation and being eligible, offer themselves for reappointment.

directors'' responsibility statement under the companies act, 2013

In pursuance of Section 134 (5) of the Companies Act, 2013, The Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and on an arm''s length basis.

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

SUBSIDIARIES AND JVs SUBSIDIARIES

REMC Limited incorporated on 16^th August, 2013 in Joint Venture with Ministry of Railways for taking up various assignments/ tasks to develop potential business avenues in the field of power sector including Green Energy, power trading etc.

The company has also one overseas wholly owned subsidiary company namely RITES (Afrika) (Pty) Limited, Botswana, incorporated on 16^th January 1991 and is primarily engaged in design and projects consultancy services in Botswana.

JOINT VENTURES

The company also has two joint ventures namely SAIL RITES Bengal Wagon Industry Private Limited (50% stake in JV) and Indian Railway Stations Development Corporation Limited (24% stake in JV) which is under winding up.

A report on the performance and financial position of each subsidiaries, associates and Joint Ventures companies as per the provisions of Section 129 (3) of the Companies Act, 2013 in prescribed format AOC-1 is provided as Annexure to the consolidated financial statements and hence not repeated here for sake of brevity.

AUDITORS

The Comptroller & Auditor General of India appointed the following

Statutory Auditor for the FV-9099-93-

M/s Pawan Puri & Associates, Statutory Auditors Chartered Accountants

The Auditors'' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The Board would like to place on record its sincere thanks for the valuable services rendered by Statutory Auditors and the Branch Auditors.

SECRETARIAL AUDIT REPORT

The Board has appointed Akhil Rohatgi & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 202223. The Secretarial Audit Report for the financial year ended March 31, 2023 has been placed at Annexure - III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except commenting on present strength of Independent Directors as the number of Independent Directors on the Board was less than half of the total strength of Board, as required under SEBI (LODR) Regulations and DPE Guidelines.

In this regard Company has received notices from Stock Exchanges levying fine on the company. The company has replied to Stock Exchanges stating that the power to appoint the Directors including Independent Directors vests with the Government of India and the company has requested the administrative Ministry in this regard for making necessary appointments.

COST RECORDS & COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business carried out by the company.

FRAUDS REPORTED BY THE AUDITOR

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

RITES has adequate internal control and audit systems for enhancement of efficiency in operations and to ensure compliance with applicable laws, rules and regulations. Company has structured policies and guidelines for optimal delegation of authority for facilitation of business. RITES''s internal audit is conducted by experienced professionals and external audit firms. The internal control and audit systems are also reviewed periodically. Corrective and preventive measures, whenever necessary, are taken up from time to time for continuous improvement.

The internal control system has been further strengthened through the following: -

Internal Financial Controls

The Internal Financial Control of the company is analyzed and audited for the compliance of the internal financial control and accordingly the report on the Internal Financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is prepared and annexed to the Independent Auditor''s Report. Based on criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India, an adequate internal financial controls with reference to the Standalone Financial Statements, were established and operating effectively as on March 31,2023.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY:

India, being a pioneer in the global arena, took a significant stride by mandating Corporate Social Responsibility (CSR) through an amendment to the Companies Act in April 2014. It is a continuing commitment by businesses to integrate social and environmental concerns in their business operations. CSR is a concept whereby companies integrate social and environmental concerns in their business operations and interactions with their stakeholders.

Corporate Social Responsibility (CSR), is a tool by which an organisation integrates social, environmental, and economic concerns into their values, culture, decision making, strategy and operations in a transparent and accountable manner, thereby establishing better practices to enhance and improve society sustainably for the welfare of all. The CSR activities of the Company should take into account the expectations of stakeholders and should comply with applicable law and be consistent with good business norms and practices. It should act in a way that enhances society and its inhabitants and be held accountable for any action that affects the people, their communities and the environment.

At RITES social responsibility and sustainable development are seamlessly integrated throughout the organisation. RITES recognizes its responsibility toward society and strives to work consistently for its betterment by taking actions to address societal challenges. It applies to a wide variety of company activities, which operate in different social and environmental settings. RITES not only delivers one of the best technological supports in the field of transport & transport infrastructure, but it does it in a transparent sustainable & ethical manner to create a meaningful impact on the beneficiaries.

The Companies Act, which has brought the idea of CSR to the forefront and through its disclose-or-explain mandate, is promoting greater transparency and disclosure. RITES is a staunch advocator of Sustainable Development and is committed to operate in an economically, socially and environmentally sustainable manner that is transparent and ethical. It applies to a wide variety of company

activities, which operate in very different social and environmental settings. In line with these principles, a total amount of ''14.10 crore was spent during FY 2022-23 on various CSR initiatives.

RITES has a strong corporate governance process in place to address new industry standards and regulations as they emerge. In line with the Guidelines on CSR issued by DPE and provisions of Section 135 of the Companies Act, 2013, a Board-level committee has been constituted to oversee the implementation of CSR and to assist the Board of Directors to formulate suitable policies & strategies in this regard. As on March 31, 2023, the CSR Committee is headed by Shri Raj Kumar Mangla, Chairperson and comprises Shri Bibhu Prasad Nayak Director Finance and Shri Laxman T. Tapashi, Independent Director, as Members of this Committee.

A report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is attached as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY

Although, RITES, which is mainly a consultancy organisation, is not a major consumer of electricity and therefore does not fall under the category of major carbon emitter in the country. But since India is the world''s 3^rd largest consumer of electricity, during the Paris Agreement''s (in the year 2016) Intended Nationally Determined Contributions Targets, India made a commitment of producing 50% of its total electricity from non-fossil fuel sources by 2030. RITES has been continuously working in this direction along with its subsidiary company REMC Ltd in achieving the national goal of energy conservation and accordingly, suggestions are given to our various clients for measures and methods to conserve energy.

I. Steps taken for impact on conservation of energy:

RITES has undertaken a few initiatives like setting-up of solar panels for solar energy at available, selected and suitable locations, turbines for wind energy in the states of Rajasthan, Tamil Nadu and Maharashtra. Further, energy - efficiency measures were initiated like installing energy efficient lighting system (LED) in RITES owned properties (Shikhar, Srijan, Rest House, RPO Buildings), upgrading electrical equipment with star rated equipment etc.

Steps taken by the company for utilizing alternate source of energy:

RITES has taken various steps for harnessing green energy through use of renewable energy sources and to list a few are:

a) Installation of solar panels on roof top

i) on offices at Gurugram (Shikar & Srijan), Rest House at Gurugram.

ii) on the platforms in Sahibabad Railway Station

iii) one of the platforms in Gurugram Railway Station and

b) installed wind power plants (through its subsidiary company REMCL Ltd.) in Rajasthan, Tamil Nadu and Maharashtra for Railways, besides suggesting/ undertaking various energy conservation measures through energy-efficiency studies and their implementation for various clients, RITES Office and various Zonal Railways in the country.

Further, REMC Ltd. (subsidiary company of RITES), has been actively working towards achieving the Net Zero Carbon Emission Goal of Indian Railways by 2030 in harnessing green energy through non-fossil fuel sources-renewable energy resources (mainly Solar & wind).

Measures initiated and in progress

a) Replacement of Outdated equipment (elevators, DG sets, Air-conditioning system) with latest technology (energy efficient).

b) Use of electric vehicles in place of vehicles run on fuel (diesel, petrol, CNG).

c) Use of low capacity DG set to illuminate building during night in case of power failure

d) Regular cleaning of window/Atrium glass that fills the majority of building with natural light.

II. The Capital investment on energy conservation equipment;

During the year, Capital investment on energy conservation equipment is ''40.47 lakhs (approx.).

a) Replacement of CFL light fixtures with energy efficient LED light fixtures at Shikhar & Srijan and Guest House at Mumbai at a cost of ''31.84 lakh.

b) Installation and commissioning of 8 kWp Solar Panel at Rest house in Gurgaon at a cost of ''2.10 lakh.

c) Installation and Commissioning of Brushless DC Fan at Rest House in Gurgaon at a cost of ''0.60 lakh.

d) Replacement of Halogen Flood Lights with LED Flood Lights for land scaping in Shikar at a cost of ''4.12 lakh.

e) Replacement of 15 HP 3 phase mono-block pumps for water supply and water softener plant at Shikar at a cost of ''1.81 lakh.

III. GRIHA 4-star rating

RITES has undertaken construction of office building at Kolkata and Lucknow. The construction of these two buildings are being done with a view of obtaining GRIHA 4 rating, which requires "Resource conservation and efficient utilization of resources”. In addition to above, renewable energy utilization being mandatory, 130 kW solar panels are being planned for the office at Kolkata and 40 kW at Lucknow.

IV. Reduction in use of paper

Use of IT for processing files through E-office, Employee Self Service (ESS) portal for administration purposes, SAP for payments to vendors etc. are in progress, thereby reducing use of paper.

The company has disseminated annual reports in electronic mode to the shareholders who have registered their e-mail address either with the Registrar and share transfer agents or the depositories. The initiative is aimed at minimizing the impact on the planet and supporting carbon neutrality.

RITES endeavors to comply with all applicable environmental laws and regulations and strives to continually strengthen its environmental practices.

TECHNOLOGY ABSORPTION

1. Implementation of Structural Health monitoring System (SHMS) is the latest technological advancement that take cares

the inspection, maintenance, rehabilitation and replacement of bridges in cost-effective manner. SHMS provides more precise, structured, and automated inspection, diagnostic and Maintenance system. SHMS provides quantitative data about the structural behavior (in order to confirm design assumptions), real-time feed-back during construction, post construction analysis, and to evaluate the real time current condition of the bridge. The results/information obtained through SHMS allows authorities/owners to take informed decisions about remaining life of bridges/structures, to plan maintenance or repair actions which inter alia results in increasing the safety of the structure and provides early warning of an acceleration of the known degradations that are being monitored.

Indian Railways has now a days adopted this latest trend of implementing SHMS on almost every important and mega bridge projects. RITES has taken this opportunity to go the deep end of the pool and secured the contract of SHMS of prestigious Br no 39 & 43 of USBRL project (on open tender basis), which is under advance stage of implementation. RITES is also providing the SHMS for prestigious Bogibeel bridge which is one of the most comprehensive monitoring system worldwide covering all aspects of the SHMS.

2. In a place like Ladakh, which is known as dry desert, there is a high scarcity of water, especially where natural water channels are in deficiency. In order to suffice the need of fresh water of people of Leh city, RITES has integrated various engineering techniques to divert a stream carrying fresh water melted from KhardungLa Glacier away from Leh city (towards North) and planned the highway Khardungla tunnel in such a way so that this tunnel could carry the desired fresh water from the diverted stream towards Leh city (towards South) along with the anticipated traffic. The planning of multi-purpose tunnel will suffice the water requirement of the capital city of Ladakh, along with providing alternate road alignment bypassing the high altitude Khardungla pass for traffic, mitigating issues arising from high altitude like icing, avalanche, high snow accumulation on existing road and providing all weather connectivity between Leh and Nubra Valley.

3. While working in remote projects of Ladakh, like 100km long proposed Bazgo Niala Hunder road, which is in totally greenfield, completely inaccessible to any type of movement and no prior information available to any availability of previous trace cuts, RITES had planned its alignment to the greatest level of accuracy utilizing High Resolution Satellite Imagery (HRSI). RITES has carried out topographic survey to act as input for design and planning of the road network in the union territory of Ladakh. The basic objective of the topographic survey is to capture the essential ground features and creating the Digital Terrain Model (DTM) for the planning of road network and optimize the alignment of the proposed tunnels. Using the photogrammetric processing, the high resolution digital elevation model (DEM) and overlay of topographical contours will be produced to portraits the

accurate topographical maps. Since the DTM and contours of 1M was needed to be used for optimization and finalization of tentative alignment of the proposed road network, it was required to be optimized on micro level using the very high ground levels for next level final survey using High resolution Satellite imagery (30 cm - WV3). The area to the extent of several hundred square kilometers covering the alignment has been procured by RITES and DTM/DEM been generated after topographic survey on site for planning of alignment with high accuracy.

FOREIGN EXCHANGE EARNING AND OUTGO

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

Total foreign exchange earnings during the year under review was ''401.74 crore (previous year ''1039.17 crore) and foreign exchange outgo was ''29.17 crore (previous year ''61.52 crore). This resulted in net foreign exchange earnings of ''372.56 crore (previous year ''977.65 crore).

Environment Protection

RITES strives towards sustainable development and continues to be committed to preserve natural resource and reining in environmental impact. RITES initiatives aim at promoting environment protection, eco-friendly solutions, utilizing cleaner and green energy, investing in renewable energy, ensuring optimal utilization of resources and spreading environment awareness.

Being a consultancy organization, RITES carries out feasibility studies, detailed project reports, environment, and social impact assessment for various infrastructure projects on behalf of its clients. These reports, not only address concerns raised by the stakeholders but also promote sustainable development and suggest mitigation measures for reducing the project impacts. These reports are prepared as per the guidelines / framework stipulated by MoEFCC, ADB/ World Bank/ AFD/ JICA/ EIB/ KFW/ AIIB and other International funding agencies. In addition, RITES'' CSR activities are also directed towards sustainable development.

With focus on Sustainable Development, RITES diversified into Solid Waste Management (SWM) and National Clean Air Program (NCAP) projects for cities / Urban Local bodies (ULBs).

RITES has been appointed as the ''Technical Support Unit'' (TSU) for solid waste management and used water management works under the Swachh Bharat Mission Urban 2.0 (SBM-Urban 2.0) by the Ministry of Housing & Urban Affairs (MoHUA). RITES is providing technical support to MoHUA for Legacy waste Management, design standardization for Material Recovery Facility, Vendor Development, Efficiency & Optimisation for Garbage Collection & Transport System etc. The TSU will also work on Used Water Management, design standards & specifications for reuse of Used Water & Sludge and preparation of model tender document for procurement.

RITES has been appointed as the Project Management Consultant to provide support and services to Bengaluru Solid Waste

Management Limited (BSWML) and shall work on Institutional Development Plan, Planning and Management of Projects in Design Phase, Operations & Management strategy for the projects in Implementation stage, Procurement & Financing strategy for existing/proposed future projects, Standard Operations Plan & Result dashboarding.

In addition to Client Services, RITES promotes sustainable measures in its own activities. Some of the initiatives and activities highlighting RITES'' focus on minimizing Environment impact and promoting sustainable development includes:

AT RITES OFFICE

The RITES office complex Srijan at Sector 44, Gurugram, has been rated as ''GRIHA Gold Standard Building'' and RITES Kolkata Office has been awarded the four stars GRIHA Pre-Certification. RITES endeavours to ensure that GRIHA provisions are strictly followed.

Installation of solar panels, LED lighting, sky light etc. at the RITES complex with the focus on efficient use of energy for sustainable development, and to optimize energy usage.

The buildings at RITES office complex in Gurugram have implemented the rainwater harvesting system, sensor based efficient fixtures and sewage treatment plant.

The emissions & waste generated by the Company are within permissible limits. All the buildings/offices comply with environmental regulations.

RITES has been actively working towards a zero-paper office and have adopted e-office file management system, SAP/ERP system, e-procurement to reduce paper use and moderate carbon footprint.

Under RITES CSR Scheme: Installation of solar power plants at Jodhpur Railway Stations, solar lighting system in villages of UP to curb the dependence on shrinking non-renewable resources, in turn, reducing carbon emissions.

AS A CONSULTING ORANIZATION

RITES takes pride in facilitating and promoting non-polluting mode of transports such as metros and ropeways.

As a consultant, RITES recommend to clients Energy Efficient smart fittings, treatment/reuse of waste water, Water Conservation, harnessing solar power, use of Recycled Materials, Fly ash & localised materials, and enhancement of green cover etc.

RITES explores the project alternatives to reduce the environment and social impact and financial viability of projects.

RITES focus''s is on having environment-friendly sound engineering practices with minimal ecological disturbance for wildlife sanctuaries, water bodies and protected/reserve forests.

For the affected residential and/or commercial structure adjoining the infrastructure projects, census and socioeconomic survey are conducted and the Land Plan Schedule, along with R&R plans are prepared. Public consultations, plans for suitable compensation etc are done to minimize the negative impact of the development projects.

REMC Ltd., a subsidiary company of RITES, has 26MW windmill in Jaisalmer and has implemented many power procurement agreements under ''open access'' policy of the Electricity Act, 2003 resulting in substantial energy savings to Indian Railways. REMC Ltd. also assists Indian Railways in achieving Net Zero carbon emission.

RISK MANAGEMENT

The Company''s Risk Management Committee as on 31^st March 2023 comprises of Dr. Dineshananda Goswami, Independent Director as Chairperson with members Shri Bibhu Prasad Nayak Director (Finance), Shri Arun Kumar Singh, Director (Projects) and Shri Likha Togu, Independent Director. Shri Pawan Chaudhary, ED (B&A) was designated as the Chief Risk Officer.

The Company follows a consistent and comprehensive risk management strategy at all levels. Each Regional, Sub-Unit and Project Unit head is designated as Risk Mitigation Plan Owner to assess and mitigate risks at operational level. The risk reported and mitigation plans across whole organization are reviewed by Enterprise Risk Management Committee consisting of senior executives of Company, which in turn presents consolidated report of companywide risks assessed with suggestions for risk mitigation to Risk Management Committee of the board for review and approval. During the year, two meetings of Risk Management Committee were held.

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

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

VIGILANCE

Vigilance Cell supports Management to mitigate the risk of corrupt and unethical practices in the organization. The vision of Vigilance Cell is to enhance transparency, objectivity, and accountability in diversified processes of the organization. To promote Vigilance objectives, Vigilance Cell carries out Preventive checks, Surprise inspections, Periodic inspections, audits etc. By use of e-governance, implementation of systemic improvements in ongoing processes and by raising red flags in grey areas, Preventive Vigilance reduces/eliminates the scope of corrupt and unethical practices in organization.

Vigilance Cell creates reliable avoidance against corruption by enforcement of anti-corruption laws, rules and regulations. For raising awareness to inculcate ethical practices and zero tolerance

against corruption, Vigilance Cell organizes various lectures, presentations etc. to sensitize employees and other stakeholders of the organization.

Major activities carried out by Vigilance Cell during year 20222023 are following:

1. Vigilance Awareness Week was organized from 31^st October to 06^th November 2022 under administrative guidance of CVC.

2. During Vigilance Awareness Week following activities were organized:

Vigilance awareness program at Khoda Colony, Ghaziabad (UP).

Quiz competition, Essay writing competition for employees.

Poster making competition for wards of employees.

Lectures were organized to sensitize the employees on various topics like:

(i) D&AR rules and Investigation Procedures.

(ii) Aspects of Vigilance, conducting inquiries and understating the Prevention of Corruption Act.

(iii) Ethics and Integrity.

(iv) Common Irregularities in Civil/electrical works.

(v) Corruption free India for a developed nation.

3. Vendors meet, Inspecting Engineers meet were attended by CVO and VOs at Regional Inspection offices.

4. Visit of CVO and VOs at various Regional Project Offices for raising awareness in employees regarding common irregularities in works/procurements.

5. Surprise and Periodical Inspections.

6. Intensive Examination of works/procurements.

7. Scrutiny of Annual Property returns.

8. Scrutiny of Audit reports.

9. Systemic improvements in various processes.

10. Quarterly Structured Meeting of CVO with Management for review of Vigilance Work or matters by Directors & Chairman & Managing Director.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

ANNUAL RETURN

Annual Return as per Section 92 (3) of the Companies Act, 2013 will be available on the website of the Company i.e. https://www. rites.com/AnnualReturn.

SECRETARIAL STANDARDS

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

APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated / pending against your company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering division-wise performance, which forms part of the Directors'' Report, has been placed at Annexure -B.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide safe and secure work environment to its employees which is free from any kind of fear, intimidation, exploitation or harassment. We have adopted robust

frameworks to counter any potential harassment or discrimination against women with policies that cover every aspect of employment. To empower women and protect them against sexual harassment, Committee for Prevention of Sexual Harassment of Women at Workplace as the Govt. guidelines exists in all major locations of the Company. The Company has a dedicated helpline number and e-mail id on which employees can register their complaints for speedy action. POSH Committee is committed to free & fair enquiry as per the laid down procedure. The summary of complaints received during the year:

No. of complaints pending at beginning of the year	1
No. of complaints received during the year	Nil
No. of complaints finalised during the year	1
No. of complaints pending at the end of the year	Nil

WOMEN EMPOWERMENT

As an Equal Opportunity Employer (EOE), Your Company has a gender neutral approach under which women are handling many key and critical roles and contributing immensely towards the business.

During the year, several programs were organized on gender diversity, prevention of sexual harassment at workplace, women empowerment etc. On the occasion of International Women''s Day (2023), a bouquet of activities was conducted including various programs on building Leadership Skills among Women Employees.

Ms. Vinita Bakshi, Founder President of Aambra Foundation, Social Entrepreneur & International Speaker on Women Issues was invited for a talk on Women Empowerment & Gender Sensitization which was attended by female staff across the company in large number.

A campaign was also run for Women Employees to share their stories about their Journey in RITES which was published on various social platforms.

Regular Health camps by reputed hospitals were conducted in the office premises especially designed for female employees.

RITES Ltd. has taken all necessary steps to ensure the use and spread of Hindi in official work as per the annual programme issued by Department of Official Language, Ministry of Home Affairs, Government of India and guidelines received from time to time from Railway Board, Ministry of Railways. Some of the important activities are detailed below:

A Discussion programme was held with the Chairman and Managing Director on 29.09.2022 by the Drafting and Evidence SubCommittee of the Committee of Parliament on Official Language. The Second Sub-Committee of the Committee of Parliament on Official Language inspected Inspection Office Mumbai on

17.01.2023. During the discussion programme and inspection meetings, the Vice-Chairman/ Convenor of the Committee and the honorable members appreciated the steps taken to promote the use of Hindi in RITES Limited.

Chairman and Managing Director, RITES Ltd. participated in the meetings of the Hindi Salahkar Samiti chaired by the Hon''ble Minister of Railways, the meetings of the Railway Board''s Official Language Implementation Committee chaired by the Chairman and Chief Executive Officer, Railway Board and the meetings of the town Official Language Implementation Committee, Gurugram. Quarterly meetings of RITES Official Language Implementation Committee

under the chairmanship of the Chairman and Managing Director were held regularly. During such meetings various items of the annual programme of the Department of Official Language, Ministry of Home Affairs were discussed and reviewed. This has resulted in gradual increase of Hindi correspondence and notings in the office.

Inspection of various departments of the Corporate Office were carried out. During the inspections, 114 officers and employees were imparted training in Hindi typing. In addition to this, inspection of Inspection Office, Northern Region, Inspection Office, Mumbai and REMCL were also carried out.

To increase the use of Hindi in e-office, a workshop was organized, during which training was also imparted in Hindi noting and drafting. Also, an online meeting cum Hindi workshop was organized for the project and inspection offices under the chairmanship of Mukhya Rajbhasha Adhikari and Chief People Officer. In this workshop, along with other topics, the items related to the questionnaire of the Committee of Parliament on Official Language were discussed.

The company is a member of the Town Official Language Implementation Committee (TOLIC), Gurugram and actively participates in all activities of this committee. Under the aegis of TOLIC, Gurugram, the company organized Rajbhasha Hindi General Knowledge Competition and Noting Drafting Competition. A total of 34 officers and employees from member offices participated in these competitions. Besides, officers and employees of our Company participated in competitions organized by other member offices of TOLIC, Gurugram. They excelled in these competitions, and were awarded with cash prizes and certificates. In the past, RITES has also received Rajbhasha Gaurav Puraskar from the TOLIC, Gurugram for the best implementation of official language. RITES has been selected for Rail Mantri Rajbhasha Chal Vaijayanti (Running Trophy) Award (Base Year-2020) as a model undertaking among Public Sector Undertakings for doing excellent work in Hindi. Apart from this, Shri Dinesh Kumar, Group General Manager/RES, RITES Limited, Corporate Office has been selected by the Railway Board, Ministry of Railways for the Rail Mantri Rajbhasha Rajat Padak for the year 2021-22.

Hindi Pakhwada was celebrated from 14th September to 29th September, 2022 at RITES Corporate Office. On this occasion, CMD/RITES'' ''Hindi Divas'' message was released. The Chairman and Managing Director inaugurated the Hindi Book Exhibition. Various competitions, literary seminars, Hindi workshops and Kavi Sammelan were organized. The officers and staff participated enthusiastically in various programs organized during the Pakhwada. The CMD felicitated the winners of the competitions. Hindi Pakhwada/Week was celebrated in Regional Project and Inspection Offices also. Cash prizes were given to 65 officers/ employees of Corporate Office and Regional Project/Inspection Offices under various award schemes related to the use and spread of Hindi.

Individual orders were issued under the signature of the Chairman and Managing Director to all officers and employees who have attained proficiency in Hindi, to do their work in Hindi. This inspired the officers and employees to use Hindi in their daily official work.

As a result of the above efforts, the use and spread of Hindi in RITES has got a lot of impetus and we are determined to achieve the set goals.

SCHEDULED CASTE, SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC, Minorities and women employees. It has provided reservation in recruitments and promotions to SC/ST communities and in recruitments to OBC/EWS/Divyang candidates. Members of these communities are provided due relaxation in eligibility conditions and application fee while applying for recruitment and qualifying standards in recruitment and promotion as per the Govt of India guidelines. In selection committees for recruitment, due representation is given to SC, ST, OBC, minorities and women members. During the year, 34 employees belonging to EWS/ SC/ST/OBC/ Divyang categories (regular and contract) were inducted. The employees belonging to these communities are given due representation in the elected body of employees (CONCERT).

system certification (iso 9001:2015) & OTHER accreditations

RITES Limited has been certified to Quality Management System (QMS) as per ISO 9000 series of Standards. The system has been documented as per ISO 9001:2015 requirements. Its implementation and controls are carried out through documented manuals and procedures which are monitored at Corporate level as well as at the Vertical/ Regional / Sub-Units/Project Units. QMS involves regular reviews of internal system through Internal audits, Management Review meetings, Customer Feedback, Risk Assessment etc. so as to ensure the compliance to stipulated rules / regulations on a regular basis and therefore, forms a part of the internal control systems. QMS ensures quality service output, quality in its operations/ functions, continual improvement and risk management practices in line & comparable to international norms. ISO 9001:2015 Certificate has been awarded to RITES by M/s. NVTQC under ANAB accreditation.

The activities under QMS during the year 2022-23 are enlisted below:

1. Introductory awareness training session on ISO 9001:2015 for new employees inducted during 2022-23

2. Interaction programme on ISO 9001:2015 for RITES Internal Auditors from all domains

3. Internal audits at Corporate, Regional Offices & Sub-Units and Project Units.

4. Management Review Meetings at Corporate, Regional Offices & Sub-Units and Project Units.

In addition, RITES QA Vertical is also accredited to ISO 17020:2012 Standard by NABCB, (A body under Quality Council of India) to ensure compatibility of its inspection services to international norms. The QA Vertical has material testing laboratories in different regions which are accredited as per ISO 17025.

The QA vertical has recently achieved its accreditation to ISO 17065:2012 to become the first Govt. Certification body for rolling stock.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

RITES Ltd. believes in the principle that good corporate governance establishes a positive organisational culture, and it is evident by its responsibility, accountability, consistency, fairness and transparency towards stakeholders. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report placed at Annexure- A.

In support of the "Green Initiative” measure taken by the Ministry of Corporate Affairs, Government of India, which has enabled electronic delivery of documents, as well as in conformation to the circular issued by the Securities and Exchange Board of India (SEBI) dated November 05, 2011, and as prescribed under the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, RITES Ltd has disseminated Annual Reports in electronic mode to the shareholders who have registered their e-mail addresses either with the Registrar and Share Transfer Agents or with the Depositories. The initiative is aimed at minimising the impact on the planet and supporting carbon neutrality.

RITES Ltd has also adopted several environment-friendly initiatives to realise its endeavour of ''Transforming to Green’. The company continues to adapt and innovate its strategy to reflect its ambition of ''Shaping Tomorrow''s Mobility'' that is sustainable and connected. Some among them include promotion of mobility solutions that emphasize sustainable performance, decarbonisation and digitally-enabled efficiency; adoption of innovative systems that underpin the transition to a low-carbon future, in line with India''s target of achieving net-zero emission by 2070; and development of green transport infrastructure.

It has also been actively involved in CSR activities, including pond rejuvenation, plantation drives, waste management, rainwater harvesting and recycling projects across the country.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Fulfilment of environmental, social and governance responsibilities is part of RITES'' business culture. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023. In compliance, the BRSR disclosure is integrated into the Annual report and aimed at describing RITES'' initiatives in discharging responsibilities from an environmental, social and governance perspective. The BRSR is attached as Annexure - C which forms part of this report.

KNOWLEDGE MANAGEMENT SYSTEM

RITES gives a lot of emphasis on creating and updating a knowledge base to maintain its leadership position in the market place. IT SubUnit of RITES is an enabler which provides technology support to other units and helps them to gain a competitive edge in the

market. In line with Industry, RITES is determined to accelerate its Digitalization journey. RITES has embarked on its journey on creating a "Vault” which will house all the artefacts created as part of consulting assignments. It will be a central repository of all documents that can be easily retrieved for reference in future as well as using for credentials. Digitization of Personal Files has been an ongoing process in RITES. It helps in fast retrieval of information. All these initiatives manifest RITES emphasis on Knowledge Management.

Implementation of SAP and a renewed approach for keeping SAP as single source of truth has helped RITES in standardising its process across all SBUs. The process documents along with training are available online.

RITES is implementing system which will streamline knowledge sharing process. It will be central repository of training materials including videos.

A CV Dashboard has been created which curates the employee CVs with advance search on various parameters. It helps RITES in identifying right person for a particular project.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Being a leading transport infrastructure consultancy and engineering company, RITES is constantly looking to enhance its knowledge capabilities and professional pool by inducting bright, qualified employees into its team every year. In line with this mission, the Human Resource Department of RITES is committed to achieve excellence in talent acquisition, upskilling & training, employee engagement, talent retention, career progression and development of human capital.

The company''s progressive HR policies have a purpose-driven approach to being established as an "Equal Opportunity Employer”. Such policies are one of the many reasons there is an ease in employee acquisition, retention and maintenance of a very low attrition rate. The attrition rate during FY 22-23 stood at a mere 1.58 %.

As a part of succession planning and career progression, as well as to keep the employee motivated, a periodic review of cadres is done. The reviews are conducted in a supportive environment, with benchmarks outlined against the business goals of the Company and best practices in the industry. During FY 22-23, the selection process of 340 eligible candidates from across disciplines, levels & regions was conducted, and 234 employees (including both executive & non-executive staff) were promoted.

The company believes in consistently improving its systems and processes to attract, motivate and nurture talent. It focuses on making the workforce agile and Future Ready to align with dynamic industry trends and the infrastructure needs of tomorrow.

IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

RITES has put in place a robust implementation structure with high level of commitment towards transparency amongst the First

Appellate Authority (FAA), Central Public Information Officer (CPIO) & Assistant Central Public Information Officers (ACPIOs) which had profound influence on successful implementation and accomplishing goals & objectives of the Right to Information Act, 2005. By establishing citizens'' right to have maximum access to records & documents in all areas, barring a limited regime of exceptions, has thus improved transparency, accountability, good governance and service delivery.

To bring about transparency in RITES, administrative culture, concerted efforts were made through in house awareness and training programmes for officers & staff highlighting the significance and strategic approach with which RITES is pursuing the implementation of the Right to Information Act, 2005. This has helped in a catalytic improvement in implementing the Act, making the goals & objectives achievable with their concerted, creative and decisive actions.

RITES believes on the principle of "maximum disclosure”, the right to access information extends to a broad range of records & documents unless specifically included in the narrowly defined list of exemptions. Therefore, in RITES, there is a fundamental paradigm shift, a presumption of disclosure and transparency supersedes the presumption of secrecy and the effective implementation of the Right to Information Act, 2005, has fostered a new culture of openness.

RITES has been putting sincere efforts in creating informed citizenry & promoting transparency through pro-active disclosures on its website under Section 4(1)(b) of the Right to Information Act, 2005. Categories of information frequently sought, have also been identified, catalogued, and organized in a retrievable user-friendly database. RITES conduct Transparency Audit regularly to ensure compliance of all the stipulated major statutory requirements of Section 4 of the Right to Information Act and compliances for DoPT OM/Circular dated April 15, 2013 for proactive/Suo-Moto disclosures and other provisions of the Right to Information Act.

The provision for submission of RTI applications/First Appeals with payment of application/additional fee online, provided on RITES website, has enabled citizens to file their applications/First Appeals with ease and receive information faster, cutting on the cost of postal dispatch and nullifying the time of postal transit.

The gradual reduction in the number of new applications highlights the effective use of RITES'' Website and Social Media platforms for dissemination of information. Efficient & scientific record keeping, ensuring timely and accurate information to the applicants under the provisions of the Act, vocalizes effective containment of First and Second Appeals in compliance with the letter and spirit of the Right to Information Act, 2005.

EXHIBITIONS AND AWARDS

As a part of business strategy, the company encourages participation in specialized trade exhibitions with the objective of displaying its multifarious capabilities and exploring business opportunities in India and abroad. It believes these expositions play an important role in building business linkages and providing exposure to numerous prospective clients, delegations, and ministerial participation. This year, the Company participated in an exhibition on ''Contribution of CPSEs in nation building since Independence - Showcasing their first-in-the-country product/services'' from 9th June to 12th June, 2022, in Gandhinagar. The exhibition was organized as part of Azadi Ka Amrit Mahotsav (AKAM) celebrations.

GENERAL

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

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

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

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

4. With respect to statement on deviation or variation as per Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not received any amount / proceeds from public issue, right issue, preferential issue, etc.

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

ACKNOWLEDGEMENTS

The Board of Directors express gratitude to esteemed Shareholders, the Chairman and Chief Executive Officer, Railway Board, Members and Officers of the Railway Board, for their valuable support, advice and co-operation. The Board of Directors are particularly grateful to the Government of India, Ministries of Railways, Road, Transport and Highways, Commerce, Finance,

External Affairs and Urban Development, Health, DIPAM and other Ministries, Regulators, Indian Embassies and Missions abroad, Foreign Mission and Embassies in India, Exim Bank and other Bankers of the company,

Comptroller & Auditor General and Statutory & Internal Auditors, Stock Exchanges and RTA, for their valuable support and guidance to the Company. Your continued support and unstinted confidence inspire us in all our endeavours for excellence.

The Board of directors are proud of the tireless efforts by the RITES team of officers and staff for delivering this performance and their valuable contribution in the journey and taking the company to newer heights. Powered by the talent of our people and vesting reaffirmed faith in the resilience of our business model, we look forward to overcoming any challenges that may lie ahead.

The Board of Directors are indebted to our loyal clients for their continuous support and being a source of inspiration for us to constantly strive to achieve higher standards of performance.

For and on behalf of Board of Directors

(Rahul Mithal)

Chairman & Managing Director & Place: Gurugram Chief Executive Officer

Dated: 28.07.2023 DIN: 07610499

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Mar 31, 2022

Directors of your Company are pleased to present the 48^th Annual Report of the company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2022 and Auditors'' Report thereon on behalf on Board of Directors.

FINANCIAL HIGHLIGHTS

The financial summary of the Company for the year 2021-22 is given below:				(H in crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	2575	1843	2662	1905
Other Income	86	104	83	100
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	738	610	808	650
Less: Depreciation/Amortisation/Impairment	58	45	66	52
Profit/loss before Finance Costs, Exceptional items and Tax Expense	680	565	742	598
Less: Finance Cost	5	3	7	6
Profit/loss before Exceptional items and Tax Expense	675	562	735	592
Less: Tax Expense (Current & Deferred)	178	138	197	148
Profit/Loss for the Year(1)	497	424	538	444
Total Comprehensive Income/Loss (2)	1	5	1	5
Total (1 2)	498	429	539	449
Less: share of non-controlling interest	-	-	22	12
Total comprehensive income of the company	498	429	517	437
Balance of Retained earnings for earlier years	488	425	528	457
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserve	-	-	-	-
Less: Dividend Paid to Equity Shares	421	366	421	366
Less: Buy Back of Equity Shares including taxes and expenses thereon	-	-	-	-
Less: Dividend paid on Preference Shares	-	-	-	-
Balance carried Forward Retained Earnings	565	488	624	528

With a well-diversified and resilient business model, RITES has continued to play a catalytic role in driving growth and nationbuilding. Grown from strength to strength, RITES has become a multidisciplinary consultancy organization providing smart and sustainable business solutions to its clients in India and abroad in various sectors such as Railways, Highways, Urban Engineering

(Metros) & Sustainability, Bridges & Tunnels, Ports & Water Resources etc.

During the financial year 2021-22, the company''s performance reached the pre-covid levels. It recorded consolidated revenue of H 2745 crore and achieved highest-ever export revenue, including services. Profit after tax for the year stood at H 538 crore.

Spreading its wings and opening up new vistas for opportunities, RITES has entered into the cape gauge market by supplying customized and cape gauge locomotives, DEMU trainsets and coaches to CFM, Mozambique.

The post-pandemic recovery of our economy is reflective of our country''s strong resilience and policy making. The government''s expenditure policy for 2021-22 had a strong emphasis on capital expenditure directed towards infrastructure-intensive sectors having a multiplier effect of employment generation and spurring growth.

In line with the government''s thrust on infrastructure development and initiatives such as National Rail Plan, National Monetization Plan (NMP), PM Gati Shakti, National Ropeways Development Programme (Parvatmala), Make in India, Atamnirbhar Bharat, etc. RITES, with wide consultancy expertise and a multi-pronged approach, finds itself fully aligned to tap opportunities in highspeed rail, multi-modal transport hubs, urban transport (metros) and export & leasing of rolling stock and other new-age areas of growth etc.

With global repute and sustained growth, RITES sets sights on executing projects that help ''Shaping Tomorrow''s Mobility'' and commits itself to building India@100 with sustainability as a guiding principle.

STATE OF COMPANY''S AFFAIRS AND OUTLOOK

As a leading transport consultancy and engineering entity in India and abroad, the company continues to follow a path of systematic and professional operations, offering specialized and integrated solutions to its clients. Maintaining sustainable approach towards operational excellence, it continues to turn in impressive numbers in terms of revenue, profit and business growth. As a result of better utilization of resources, expansion of international consultancy business, improved efficiency from subsidiary and economies of scale in turnkey business, the company has sustained a strong financial base.

In the current financial year as the economy opened up world over, the Company excelled in its business operations and achieved

highest-ever revenue in exports and foreign consultancy and surpassed the pre-covid level operating revenues. Company also achieved higher overall profits due to focus on execution and better resource management.

Infrastructure plays a key role in facilitating and stimulating economic growth by providing better connectivity, enabling within and trans-border movement of people and goods and enhancing productivity and efficiency. Post-pandemic, the public and private investment in the sector has become more imperative than before. The sector is responsible for propelling India''s overall development and draws focus from the Government, which has unveiled various initiatives that would ensure time-bound creation of world-class infrastructure.

As economies transit from fossil fuel-based energy to renewable energy sources, green infrastructure emerges as an important instrument for the overarching goal of the transport framework. Considering this, the Company has adopted ''Transforming to GREEN'' as a branding concept and is pitching for promoting mobility solutions that emphasize sustainable performance, decarbonization, and digitally enabled efficiency. More so, the company is evolving to reflect its ambition of ''Shaping Tomorrow''s Mobility''.

RITES'' subsidiary REMC Limited is involved in power management and generation and has a mandate to handle the entire power procurement under open access for Indian Railways, besides handling renewable energy and energy-efficiency projects.

The company also undertakes wagon manufacturing and rehabilitation works through its joint venture, SAIL-RITES Bengal Wagon Industry Private Limited (SRBWIPL), which has manufactured 284 BCNAHSM1 wagons and rehabilitated 166 BOXNR wagons during FY 2021-22.

RITES'' subsidiary RITES (Afrika) (Proprietary) Limited, Botswana, has achieved the turnover of BWP 3.84 million (H 2.51 crore) and earned a net profit after tax of BWP 0.10 million (H 0.066 crore) during FY 2021-22.

CHANGE IN THE NATURE OF BUSINESS

There was no material change in the nature of business of the Company during the FY 2021-22.

RESERVES

The Company has not transferred any amount to the reserves during FY 2021-22.

DIVIDEND

Your Company has a consistent track record of dividend payment. For FY 2021-22, based on Company''s performance, the Directors have declared three interim dividends aggregating to H13.5 per equity share. The Directors have also recommended a final dividend of H3.50 per equity share. The total dividend for FY 2021-22 is H408.51 crore (i.e. H17.00 per share), which is 170% of paid-up share capital of the company, subject to shareholders approval of final dividend in the AGM.

The total dividend payout during the year works out to be H420.53 crore which includes H96.12 crore final dividend for FY 2020-21 and H324.41 crore interim dividend for the FY 2021-22.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) is annexed to this report as Annexure -D and is also available on the Company''s website i.e., www.rites.com.

PRESIDENTIAL DIRECTIVE

No Presidential Directive was received during the year.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes or commitments are affecting the financial position of the Company during the financial year and changes after the close of the financial year up to the date of the report.

CAPITAL STRUCTURE

During the FY 2021-22, the paid-up share capital of the company was H 240.30 crore as against the Authorized Share Capital of H 300 crore. There was no change in paid up and authorized capital of the company during the year.

CREDIT RATING OF SECURITIES

During the FY 2021-22, the company has received a credit rating of IVR A1 / (IVR A One Plus) for short term Bank based facilities upto an amount of H 1015 crore from Infomerics Valuation and Ratings Private Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 as on March 31, 2022 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 and has been disclosed in the Corporate Governance report.

MEMORANDUM OF UNDERSTANDING

Evaluation of MoU performance for the Year 2021-22 as per DPE parameters is under process. Finalization of Memorandum of Understanding with Ministry of Railways for the Year 2022-23 is under process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilized by the recipients are provided in the standalone financial statements (Please refer to Note 7.1, 8, 16, 17 & 43 (d) of the standalone financial statements).

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs) AND NUMBER OF MEETINGS OF THE BOARD

As on 31^st March, 2022, the Company had 10 Directors comprising four Functional Directors, two Government Nominee Directors and four Independent Directors. During the year, 8 meetings of Board of Directors were held as mentioned below:

Board Meeting No.	Board Meeting Dates
268	16.06.2021
269	20.07.2021
270	12.08.2021
271	06.10.2021
272	11.11.2021
273	28.12.2021
274	08.02.2022
275	14.03.2022

The following Directors held office during the year:
Whole-time Directors:
Mr. Rahul Mithal (DIN: 07610499)	Chairman and Managing Director (w.e.f. 07.10.2021)
Mr. Gopi Sureshkumar Varadarajan (DIN: 08241385)	Chairman and Managing Director as additional charge (From 01.07.2021 upto 06.10.2021)
Mr. Rajeev Mehrotra (DIN: 01583143)	Chairman and Managing Director (upto 30.06.2021)
Mr. Gopi Sureshkumar Varadarajan (DIN: 08241385)	Director Projects
Mr. Anil Vij (DIN: 07145875)	Director Technical
Mr. Bibhu Prasad Nayak (DIN: 08197975)	Director Finance
Government Nominee Directors:
Mr. Sandeep Jain (DIN: 09435375)	Director (w.e.f. 17.12.2021)
Mr. Raj Kumar Mangla (DIN: 09533985)	Director (w.e.f. 14.03.2022)
Mr. Vinay Srivastava (DIN: 08638850)	Director (upto 06.09.2021)
Independent Directors:
Mr.. Laxman Tammanna Tapashi (DIN: 01838521)	Director (w.e.f. 10.11.2021)
Smt. Godawari Mishra (DIN: 09394545)	Director (w.e.f. 10.11.2021)
Dr. Dineshananda Goswami (DIN: 09394294)	Director (w.e.f. 11.11.2021)
Mr. Likha Togu (DIN: 09470640)	Director (w.e.f. 21.01.2022)
KEY MANAGERIAL PERSONNEL (KMP) (SECTION 203 OF THE COMPANIES ACT, 2013)
Mr. Rahul Mithal (DIN: 07610499)	Chairman & Managing Director and Chief Executive Officer (w.e.f. 07.10.2021)
Mr. Gopi Sureshkumar Varadarajan (DIN: 08241385)	Chairman & Managing Director and Chief Executive Officer (From 01.07.2021 up to 06.10.2021)
Mr. Rajeev Mehrotra (DIN: 01583143)	Chairman & Managing Director and Chief Executive Officer (up to 30.06.2021)
Mr. Gopi Sureshkumar Varadarajan (DIN: 08241385)	Director Projects
Mr. Anil Vij (DIN: 07145875)	Director Technical

Mr. Bibhu Prasad Nayak (DIN: 08197975)	Director Finance Chief Financial Officer (w.e.f. 01.07.2021)
Mr. Parmod Kumar Narang	Chief Financial Officer (upto 30.06.2021)
Mr. Joshit Ranjan Sikidar	Company Secretary (w.e.f. 01.04.2021)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Inductions, Retirements and Resignations

The Company has inducted seven Directors and one key managerial person during the FY 2021-22. Appointment of Directors is done by the Governemt of India from a pool of professionals in varied fields, with due verification of expertise, integrity and experience.

During the FY 2021-22, Mr. Rahul Mithal took over the charge of the post of Chairman & Managing Director and Chief Executive Officer (CEO) of the Company. Mr. Bibhu Prasad Nayak, Director Finance took over the charge of Chief Financial Officer (CFO) and Mr. Joshit Ranjan Sikidar, took over the charge of the post of Company Secretary & Compliance Officer.

Mr. Rajeev Mehrotra superannuated from the post of Chairman & Managing Director of the Company, Mr. Parmod Kumar Narang retired as the Chief Financial Officer and the tenure of Government Nominee Director, Mr. Vinay Srivastava has ended.

Mr. Laxman Tammanna Tapashi, Dr. Godawari Mishra, Dr. Dineshananda Goswami and Mr. Likha Togu, joined the company''s Board of Directors as Independent Directors.

DECLARATION BY INDEPENDENT DIRECTORS

As on 31^st March, 2022, two positions of Independent Directors were vacant. During the year, alll independent directors have met the requirements specified u/s 149(6). The declaration as required under section 149(7) of the Companies Act, 2013 has been received from independent directors.

COMMITTEES OF THE BOARD

The Company has Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Project Investment Committee, CSR Committee and Stakeholders'' Relationship Committee of the Board in place. The separate meeting of independent directors was held on February 8, 2022 as per the provisions specified in regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

The composition, number and date of meetings of such committees held during the year and scope of the committees are provided in the report of Corporate Governance at Annexure- A.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

As per the provisions of section 197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each Director to the median employee''s remuneration and details of employees

The Auditors'' Report for the FY 2021-22 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The Board would like to place on record its sincere thanks for the valuable services rendered by Statutory Auditors and the Branch Auditors.

receiving remuneration exceeding limit as prescribed from time to time in the Directors'' Report.

However, as per notification dated June 5^th, 2015 issued by MCA, Government Companies are exempted from complying with the provisions of Section 197 of Companies Act, 2013. Therefore, such particulars have not been included as a part of Directors'' Report.

FORMAL ANNUAL EVALUATION OF DIRECTORS UNDER SECTION 134 (3) (P) OF THE COMPANIES ACT, 2013

Formal Annual evaluation of Chairman & Managing Director and Directors, being a Government Company, is done by the Administrative Ministry. Further, as per Notification issued by Ministry of Corporate Affairs dated 5^thJune, 2015, the provisions of the said section shall not apply to Government Company, in case the Directors are evaluated by the Ministry or Department of the Central Government etc.

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. In view of this, all the directors, except Independent Directors and Chairman & Managing Director {As per Article 56(h) of the Articles of Association, CMD is a non-retiring Director} will be liable to retire by rotation. Accordingly, one third among all other directors will retire by rotation. Accordingly, Mr. Bhibhu Prasad Nayak (DIN:08197975) and Mr. Anil Vij (DIN:07145875) will retire by rotation and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER THE COMPANIES ACT, 2013

In pursuance of Section 134 (5) of the Companies Act, 2013, The Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

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

SUBSIDIARIES AND JVs

SUBSIDIARIES

REMC Limited incorporated on 16^th August, 2013 in Joint Venture with Ministry of Railways for taking up various assignments/tasks to develop potential business avenues in the field of power sector, including Green Energy, power trading etc.

The Company also has one overseas wholly owned subsidiary company namely RITES (Afrika) (Pty) Limited, Botswana, incorporated on 16^th January 1991 and primarily engaged in design and projects consultancy services in Botswana and Abroad.

JOINT VENTURES

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

A report on the performance and financial position of each subsidiaries, associates and Joint Ventures companies as per the provisions of Section 129 (3) of the Companies Act, 2013 in prescribed format AOC-1 is provided as Annexure to the consolidated financial statements and hence not repeated here for sake of brevity.

AUDITORS

The Comptroller & Auditor General of India appointed the following as Statutory and Branch Auditors for the year 2021-22.

M/s J.C. Bhalla & Co., Chartered Accountants	Statutory Auditors
M/s DMKH & Co.,	Branch Auditors for
Chartered Accountants, Mumbai	Western Region
M/s S.N. Guha & Co.,	Branch Auditors for Eastern
Chartered Accountants, Kolkata	Region
M/s Nisar & Kumar,	Branch Auditors for
Chartered Accountants, Chennai	Southern Region

SECRETARIAL AUDIT REPORT

The Board has appointed M/s Akhil Rohatgi & Co., Practicing Company Secretary, to conduct Secretarial Audit for the FY 2021 -22. The Secretarial Audit Report for the financial year ended March 31, 2022 has been placed as Annexure - III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except commenting on present strength of Independent Directors as the number of Independent Directors on the Board was less than half of the total strength of Board, as required under SEBI (LODR) Regulations and DPE Guidelines.

Secretarial Auditor has also commented on the presence of woman director during the year 2021-22, however the woman director was appointed by the President of India from 10.11.2021

In this regard the Company has received notices from Stock Exchanges levying fine on the company. The company has replied to Stock Exchanges stating that the power to appoint the Directors, including Independent Directors, vests with the Government of India and the company has requested the Ministry in this regard.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business carried out by the company.

FRAUDS REPORTED BY THE AUDITOR

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

RITES has adequate internal control and audit systems for enhancement of efficiency in operations and to ensure compliance with applicable laws, rules and regulations. Company has structured policies and guidelines for optimal delegation of authority for facilitation of business. RITES'' internal audit is conducted by experienced professionals and external audit firms. The internal control and audit systems are also reviewed periodically. Corrective and preventive measures, whenever necessary, are taken up from time to time for continuous improvement.

Internal Financial Controls: The Internal Financial Control of the company is analyzed and audited for the compliances and accordingly the report under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is prepared and annexed to the Independent Auditor''s Report. As per the report, the Company has, in all material respects, an adequate internal financial control with reference to the Standalone Financial Statements and such internal financial controls were operating effectively as on March 31,2022, based on the internal control criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY:

India is the first country in the world to make Corporate Social Responsibility (CSR) mandatory, following an amendment to the Companies Act, 2013 in April 2014. It is a continuing commitment by businesses to integrate social and environmental concerns in their business operations and through its disclose-or-explain mandate, is promoting greater transparency and disclosure.

Corporate Social Responsibility (CSR), is a tool by which an organisation integrates social, environmental and economic concerns into their values, culture, decision making, strategy and operations in a transparent and accountable manner, thereby establishing better practices to enhance and improve society sustainably for the welfare of all. The CSR activities of the Company should take into account the expectations of stakeholders and should comply with applicable law and be consistent with good business norms and practices. It should act in a way that enhances society and its inhabitants and be held accountable for any action that affects the people, their communities and the environment.

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

In line with these principles, a total of H 13.90 crore was spent during FY 2021- 22 on various CSR initiatives.

Further, the pandemic has engulfed the world and has posed serious challenges to the health and economic security of millions of people. In India too, the spread of the coronavirus has been alarming and has posed severe health and economic ramifications. Keeping in mind the need for dealing with this kind of emergency and to provide relief to the affected, the Company, as a part of its social responsibility, has taken wide ranging measures to strengthen the infrastructure in the health sector and support those impacted under these unprecedented times. RITES has contributed H1 crore out of the CSR Budget to the PM CARES Fund set up by the Government of India.

RITES has a strong corporate governance process in place to address new industry standards and regulations as they emerge. In line with the Guidelines on CSR issued by DPE and provisions of Section 135 of the Companies Act, 2013, a Board-level committee has been constituted to oversee the implementation of CSR & Sustainability policy and to assist the Board of Directors to formulate suitable policies & strategies in this regard. Currently, the CSR Committee is headed by Mr. Bibhu Prasad Nayak Chairperson / Director (Finance) and comprises Mr. Laxman T. Tapashi, Independent Director, and Mr. Anil Vij Director Technical as Members of this Committee.

A report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is attached as Annexure-II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Being a consultancy organisation, RITES, is not a major consumer of electricity and therefore does not fall under the category of major carbon emitters. But since India is the world''s 3^rd largest consumer of electricity, during the Paris Agreement''s (in the year 2016) Intended Nationally Determined Contributions Targets, India made a commitment of producing 50% of its total electricity from nonfossil fuel sources by 2030. RITES has been continuously working in this direction along with its subsidiary company REMC Ltd in achieving the national goal of energy conservation and accordingly, suggestions are given to our various clients for measures and methods to conserve energy.

I. Steps taken or impact on conservation of energy:

RITES has undertaken a few initiatives like setting-up of Solar Power Plants, Wind Power Plants and implementation of energy-efficiency measures besides suggesting/undertaking various energy conservation measures through energy efficiency studies and their implementation for various Clients, RITES Offices & various Zonal Railways in the country.

All these steps have resulted into the conservation of energy to RITES as well as its clients through savings in their electricity bills (due to reduced electricity consumption), besides reduction in their carbon emissions.

II. Steps taken by the company for utilizing alternate source of energy:

RITES has taken various steps for harnessing green energy through the use of renewable energy sources and to list a few are: 1) Installed Roof-top Solar Power Plants at i) its office buildings (Shikhar & Srijan) in Gurugram ii) One of the platforms in Gurugram Railway Station & iii) One of the platforms in Sahibabad Railway Station 2) Installed Wind Power Plants (through its subsidiary company- REMC Ltd) in Rajasthan, Tamil Nadu & Maharashtra for the Railways.

Further, REMC Ltd. (subsidiary company of RITES), has been actively working towards achieving the Net Zero Carbon Emission Goal of Indian Railways by 2030 in harnessing green energy through non-fossil fuel sources - renewable energy resources (mainly Solar & Wind).

III. The Capital investment on energy conservation equipment;

During the year, Capital investment on energy conservation equipment is H 24.69 Lakh.

i. Repair and integration of installed 25 kWp Solar Photovoltaic Power Plant with grid and net metering for total cost of H 3.87 Lakh.

ii. Installation and commissioning of water softening plant at Shikhar at the cost of H 7.89 lakh.

iii. Installation and Commissioning of Variable Frequency Drives in Chiller Plants at the cost of H 5.10 lakh.

iv. Installation of LED Luminaries at Shikhar for at the cost of H 7.83 lakh.

Due to adopting energy-efficient practices in operation and maintenance at Shikhar, approx 4 Lakhs units of electricity bill were saved in the last financial year worth approx H 30 Lakh.

TECHNOLOGY ABSORPTION

1. RITES for the first time proposed the micro-synthetic polyfibers in the permanent tunnel linings in the ShinkunLa tunnel project. Polyfibers have enhanced the fire resistance capabilities of the RCC/PCC permanent linings. Since, it''s a road tunnel and the design requirement for fire loads for the tunnels is very high, this solution was introduced to add fire resilient properties to the lining. Synthetic polyfibers melt down under high temperatures and create voids inside concrete which act as buffer zones to release the high pressure created because of expansion of gases. This results in reduced spalling and increased durability of the lining. Additional advantage of using synthetic polyfibers is to reduce/ prevent cracking, increasing durability of concrete, reduced risk of corrosion, prevention of thermal contraction and expansion cracks.

2. Utilisation of state-of-art geophysical equipment, technology and software to fill the gap of sub-soil stratification in between two bore holes for the projects located at high altitudes i.e. Leh and Ladakh. This technology is useful where in acquisition of primary data with help of drilling of bore holes is not possible due to tough terrain and adverse climate conditions. With help of these data, the geological sections of the proposed tunnel structures have been designed more accurately and economically.

3. RITES, while working on doubling of Koraput- Rayagada an Kothavalasa-Kirandul lines of East Coast Railway, has integrated various software and field data to optimize the railway alignment for reduction in project cost and time. Both the projects were delayed due to alignment and land requirement issues. RITES team used advanced topographic technologies such as drone and LiDar to acquire high quality data from the site. Later, the data was processed in an integrated manner in software such as Bently Power Rail Track, Global Mapper, Civil 3D and RocScience to find the best suitable solutions for the doubling alignment. Further, the proposal submitted by RITES reduced the impact on ecology and environment, this being a densely forested region. The proposal was put forward in such a way that the requirement for land was minimized and construction site was available to the railways for immediate construction. The projects, which were on hold for about 5 years, are now in construction tender phase and RITES worked hard to make it possible in a time span of 9 months.

FOREIGN EXCHANGE EARNING & OUTGO

The foreign exchange earned and the foreign exchange outgo in

terms of actual inflows/ outflows during the year are as under:

Total foreign exchange earnings during the year under review was

H 1039.17 crore (previous year H172.08 crore) and foreign exchange

using fly ash, using local construction material, soil conservation and enhancement of green cover etc.

• Installation of solar power plants at Jodhpur Railway Stations under RITES CSR scheme, solar lighting system in villages of UP to curb the dependence on shrinking non-renewable resources, in turn, reducing carbon emissions.

• RITES explores the project alternatives to reduce the environment and social impact.

• While consulting on infrastructure projects, RITES focus is on having environment-friendly sound engineering practices with minimal ecological disturbance for wildlife sanctuaries, water bodies and protected/reserve forests.

• The affected residential and/or commercial structure in the infrastructure projects, census and socio-economic survey are conducted and the Land Plan Schedule, along with R&R plans, is prepared. Public consultations are carried out and plans for suitable compensation are prepared to minimize the negative impact of the development projects.

• REMC Ltd., a subsidiary company of RITES, has 26MW windmill in Jaisalmer and has implemented many power procurement agreements under ''open access'' policy of the Electricity Act, 2003 resulting in substantial energy savings to Indian Railways. REMC Ltd. also assisting Indian Railways in achieving Net Zero carbon emission.

RISK MANAGEMENT

The Company''s Risk Management Committee as on 31^st March 2022 comprises Mr. Gopi Sureshkumar Varadarajan (Director Projects) as Chairman, Mr. Bibhu Prasad Nayak (Director Finance), Dr. Dineshananda Goswami (Independent Director) and Mr. Likha Togu (Independent Director) as members. Mr. Pawan Chaudhary, ED (B&A) was designated as the Chief Risk Officer.

The Company follows a consistent and comprehensive risk management strategy at all levels. Each SBU has a risk working committee to assess and mitigate risks at the operational level. The risk reported and mitigation plans across whole organization are reviewed by Enterprise Risk Management Committee consisting of senior executives of the Company, which, in turn, presents a consolidated report of companywide risks assessed and suggestions for risk mitigation to Risk Management Committee of Board for review and approval. During the year, two meetings of the Risk Management Committee were held.

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

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

outgo was H 61.52 crore (previous year H 33.78 crore). This resulted in net foreign exchange earnings of H 977.65 crore (previous year H 138.30 crore).

ENVIRONMENT PROTECTION

RITES strives towards sustainable development and continues to be committed to preserve natural resource and reining in environmental impact. RITES initiatives aim at promoting environment protection, eco-friendly solutions, utilizing cleaner and green energy, investing in renewable energy, ensuring optimal utilization of resources and spreading environment awareness.

Being a consultancy organization, RITES carries out feasibility studies, detailed project reports, environment and social impact assessment for various infrastructure projects on behalf of its clients. RITES has been adopting and endorsing innovative and sustainable solutions that help us bring about a green shift. These reports, not only address concerns raised by the stakeholders but also promote sustainable development and suggest mitigation measures for reducing the project impacts. These reports are prepared as per the guidelines / framework stipulated by MoEFCC, ADB/ World Bank/ AFD/ JICA/ ElB/ KFW/ AIIB and other International funding agencies. In addition, RITES'' CSR activities are also directed towards sustainable development.

Some of the initiatives and activities highlighting RITES'' focus on minimizing Environment impact and promoting sustainable development include:

• AT RITES OFFICE

• The RITES office complex Srijan at Sector 44, Gurugram, has been rated as ''GRIHA Gold Standard Building'' and RITES Kolkata Office has been awarded the four stars GRIHA Pre-Certification. We endeavor to ensure GRIHA provisions are strictly followed.

• Installation of solar panels, LED lighting, sky light etc. at the RITES complex with the focus on efficient use of energy for sustainable development, and to optimize energy usage.

• The buildings at RITES office complex in Gurugram have implemented the rainwater harvesting system, sensor-based efficient fixtures and sewage treatment plant.

• The emissions & waste generated by the Company are within permissible limits. All the buildings/offices comply with environmental regulations.

• We are actively working towards a zero-paper office and have adopted e-office file management system, SAP/ERP system, e-procurement to reduce paper use and moderate carbon footprint.

• AS A CONSULTING ORANIZATION

• As a consulting organization, we take pride in facilitating and promoting non-polluting mode of transports such as metros and ropeways.

• We promote energy efficient and smart fittings, treatment/reuse of waste water, harnessing solar power,

VIGILANCE

Vigilance Cell works with objective to promote probity and integrity in governance. One of the primary objectives of Vigilance Cell is to create awareness among the employees of organization against corruption. The Cell works to improve systems and procedures in a way to reduce scope of discretion and eliminate corruption. Vigilance is a tool of management for good governance. For good governance in the organization, Vigilance Cell carries out Preventive Checks, Intensive Examination of Works/Procurements, Surprise Inspections etc.

Major activities carried out by the Vigilance Cell during the FY 2021-22 are:

• Surprise and Periodic inspections, and CTE-Type Intensive Examination of Major Works/Procurements.

• Systemic Improvements suggested by Vigilance Cell and implemented by the company.

• Scrutiny of Annual Property Returns of employees and Audit Reports.

• Training programs for creating awareness among the employees of organization.

• Preventive vigilance Measures by Management, employees working on sensitive posts were rotated/transferred. Review of services was undertaken in consideration of FR 56J rules and action taken accordingly.

• As per directives of CVC, Vigilance Awareness Week-2021 was observed from 26.10.2021 to 02.11.2021. Integrity pledge was taken by employees of the organization.

• Quarterly structured meeting of CVO with Management for review of vigilance work or matters by Directors.

• Periodic meetings and Co-ordination with Central Vigilance Commission and Vigilance/Railway Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

ANNUAL RETURN

Annual Return as per Section 92 (3) of the Companies Act, 2013 will be available on the website of the Company i.e. https://www.rites. com/Upload/MediaGallery/PDF/3/Annual Return 2021-22 pdf-2022-Aug-05-17-26-12.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis covering performance of the company, which forms part of the Directors'' Report, has been placed at Annexure -B.

DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide safe and secure work environment to its employees which is free from any kind of fear, intimidation, exploitation or harassment. We have adopted robust frameworks to counter any potential harassment or discrimination against women with policies that cover every aspect of employment. To empower women and protect them against sexual harassment, Committee for Prevention of Sexual Harassment of Women at Workplace as per the Government guidelines exists in all major locations of the Company. The Company has a dedicated helpline number and e-mail id on which employees can register their complaints for speedy action. POSH Committee is committed to

free & fair enquiry as per the laid down procedure. The summary of complaints received during the year:

No. of complaints pending at beginning of the year - 1 No. of complaints received during the year - 0 No. of complaints finalised during the year - 0 No. of complaints pending at the end of the year - 1

WOMEN EMPOWERMENT

During the year, several programmes were organized on gender diversity, prevention of sexual harassment at workplace, women empowerment etc. International Women''s Day was celebrated in the organization in recognition to the contributions made by women across the globe. RITES is an Equal Opportunity Employer (EOE) and has adopted a gender neutral approach in all its recruitment drives and assigning jobs /assignments in the organization in the existing roles. The women employees represent a significant number in the organization and many of them currently entrusted with critical responsibilities and important assignments.

PROPAGATION OF HINDI (RAJBHASHA)

In pursuance of annual programme issued by the Department of Official Language, Ministry of Home Affairs and directions issued by Railway Board, Ministry of Railways, from time to time, all necessary steps were taken to ensure the progressive use of Hindi in official work. Some of the important activities are detailed below:

During the year, The Second Sub-Committee of The Committee of Parliament on Official Language inspected Regional Project Office, Secunderabad & Kolkata and Northern Region Inspection Office, Delhi. Rajbhasha inspection of Corporate Office was conducted by the Executive Director, Establishment (R)/Railway Board and team. During these inspections, the honourable members of the Committee and the Officers of Railway Board appreciated the steps taken by the company to promote the use of Hindi. During the inspections of the CPOL, assurances were given by the Head of Office of RITES Inspection and Project Offices. Compliance reports were sent to the Railway Board after taking necessary action on these assurances.

The company participated in the meetings of Railway Hindi Salahkar Committee held under the chairmanship of Hon''ble Minister of Railway, meetings of Railway Board Official Language Implementation Committee under the chairmanship of Chairman and Chief Executive Officer, Railway Board and Town Official Language Implementation Committee, Gurugram. CMD chaired

the RITES Official Language Implementation Committee meetings. In these meetings various items of the annual programme of the Department of Official Language, Ministry of Home Affairs were discussed and reviewed. Necessary actions were taken on the decisions taken in these meetings, as a result of that there is a gradual increase in Hindi correspondence and noting in the office.

Inspection of 4 departments of Corporate office, Project Office Secunderabad & Kolkata and Inspection Office, Delhi were conducted and 64 officers and employees were given training in Hindi typing. Apart from this, in view of the increasing use of e-office, a workshop was organized to train officers and staff to do their work in Hindi in E-office. Also, online meeting cum Hindi workshops was organized for Project and Inspection Offices.

The company is a member of Town Official Language Implementation Committee (TOLIC), Gurugram. We conducted translation and essay competition under the aegis of TOLIC, Gurugram. A total of 27 employees from the member offices participated in these competitions. In addition, the employees of our office participated in competitions organized by other member offices of TOLIC, Gurugram. Our staff excelled in these competitions, and they received cash prizes and certificates for their performance. In the past, we have also received Rajbhasha Gaurav Puraskar from Town Official Language Implementation Committee, Gurgaon for successful implementation of Official Language Policy.

Hindi Pakwada was celebrated from 14^th September to 28^th September, 2021 at various offices of RITES. On this occasion, the ''Hindi Divas'' message of the Chairman and Managing Director was also released. Essay, noting and drafting, poetry recitation, Hindi typing and elocution competitions were held and Hindi workshop was also organized. 65 officers and employees participated in various competitions and workshops organized. Apart from this, Mr. Sanjay Kumar Gupta, CITO, RITES has been awarded the Rail Mantri Rajbhasha Rajat Padak for the year 2020-21 by the Railway Board, Ministry of Railways. Cash prizes were given to 43 officers/ employees under various award schemes related to the use of Hindi in the office.

In compliance with Rule 8(4) of the Official Language Rules, 1976, individual orders were issued on to all the officers and employees of the office to do their work in Hindi.

As a result of the above efforts, the use of Hindi in RITES has got a lot of impetus and we are determined to achieve the set goals.

SCHEDULED CASTE, SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The Company has adopted the best practices for providing equal opportunities and harmonious environment for advancement of SC, ST, OBC, Minorities and women employees. It has provided reservation in recruitment and promotions to SC/ST communities and in recruitment to OBC/EWS/Divyang candidates. Members of these communities are provided due relaxation in eligibility conditions and application fee while applying for recruitment and qualifying standards in recruitment and promotion as per the Govt of India guidelines. In selection committees for recruitment, due representation is given to SC, ST, OBC, minorities and women members. During the year, 46 employees belonging to EWS/SC/ ST/OBC/ Divyang categories (regular and contract inclusive) were inducted. The employees belonging to these communities are given due representation in the elected body of employees (CONCERT).

SYSTEM ISO 9001-2015 CERTIFICATION

RITES Limited has been certified to Quality Management System (QMS) as per ISO 9000 series of standards since 2002. The certification has subsequently been upgraded to the revised versions of ISO 9001 as per ISO 9001:2008 and ISO 9001:2015. The ISO defines the requirements of internal controls through manuals and procedures which are to be formed both at the corporate level and at the Strategic Business Unit (SBU) level. The ISO based QMS involves regular internal audits so as to ensure the compliance with stipulated rules / regulations on a regular basis and therefore, forms a part of the internal control systems. QMS ensures quality output, quality in its operations, continual improvement and risk management practices in line & comparable to international norms. ISO 9001:2015 certificate has been awarded to RITES by NVTQC under ANAB accreditation.

To ensure compatibility of its operations and services to international norms, RITES is accredited by NABCB, a body under Quality Council of India, to ISO: 17020:2012 standards for its inspection services. RITES Inspection and testing labs at Kolkata and Faridabad are also accredited with ISO: 17025:2017 standards by National Accreditation Board for Testing and Calibration Laboratories (NABL).

The activities during the year 2021-2022 are enlisted below:

1. Internal Auditor training program conducted for corporate offices from all domains.

2. GET induction program: Training on ISO 9001:2015 awareness.

3. Introductory awareness training program as per ISO 9001:2015 conducted for RPOs in Ranchi & Bangalore, IT, HR, SBU''s.

4. Internal Audits were conducted at Corporate and SBU levels as well as on projects sites.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

RITES believes in the principle that good corporate governance establishes a positive organisational culture, and it is evident by its responsibility, accountability, consistency, fairness and transparency towards stakeholders. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report, placed at Annexure- A.

In support of the "Green Initiative” measure taken by the Ministry of Corporate Affairs, Government of India, which has enabled electronic delivery of documents, as well as in conformation to the circular issued by the Securities and Exchange Board of India (SEBI) dated November 05, 2011, and as prescribed under the relevant provisions of the Companies Act, 2013 and the Rules made thereunder, company has disseminated Annual Reports in electronic mode to the shareholders who have registered their e-mail addresses either with the Registrar and Share Transfer Agents or with the Depositories. The initiative is aimed at minimising the impact on the planet and supporting carbon neutrality.

RITES has also adopted several environment-friendly initiatives to realise its endeavour of ''Transforming to Green''. The company continues to adapt and innovate its strategy to reflect its ambition of ''Shaping Tomorrow''s Mobility'' that is sustainable and connected. Some among them include promotion of mobility solutions that emphasize sustainable performance, decarbonisation and digitally-enabled efficiency; adoption of innovative systems that underpin the transition to a low-carbon future, in line with India''s target of achieving net-zero emission by 2070; and development of green transport infrastructure.

It has also been actively involved in CSR activities, including pond rejuvenation, plantation drives, waste management, rainwater harvesting and recycling projects across the country

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023, while disclosure is voluntary for fiscal 2022. Fulfilment of environmental, social and governance responsibilities is part

of the Company''s business culture, and thus your company has voluntarily undertaken BRSR. The reporting of the data is based on primary sources and secondary/representative data for small gaps. The BRSR is attached as Annexure - C which forms part of this report.

KNOWLEDGE MANAGEMENT SYSTEM

Knowledge is the primary and most important asset in this fastpaced, ever-changing environment. It is transferred from one individual to the other, combined with personal experiences and expertise and built upon to create new ideas. Its value increases exponentially, the larger the knowledge pool, the more valuable the new knowledge received will be. RITES being a consultancy organisation has implemented knowledge management system so that the available knowledge is transformed to asset.

Knowledge management system involves capturing individual and group-held knowledge and making it accessible to the whole organization. It provides a way for finding, gathering, assessing, organizing, and sharing information and knowledge.

The ERP - SAP implemented in RITES has a provision for knowledge management to identify, capture, evaluate, retrieve, and share enterprise information. The system consolidates important information of its employees'' knowledge and projects/ works for being available to all. A repository of MOUs, project documents, DPRs, Designs, circulars and office orders is maintained in KMS. A CV bank has also been developed to do matching of right skills for a particular project. The databank provided facility for searching the employee based on various factors. It also provides information of experts regarding their qualifications, experience, sector and subsector, projects handled etc. The available information helps the organisation in business development process, administration of new projects, skill mapping etc.

A new state-of-the-art application has been implemented to keep all board meeting proceedings, including agenda and minutes.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Being a leading transport infrastructure consultancy and engineering company, RITES is constantly looking to enhance its knowledge capabilities and professional pool by inducting bright qualified employees into its team every year. In line with this mission, the Human Resource Department of RITES is committed to achieving excellence in talent acquisition, upskilling & training, employee engagement, talent retention, career progression, and development of human capital.

The Company''s progressive HR policies have a purpose-driven approach for being established as an "Equal Opportunity Employer”. Due to such policies, there is an ease in employee acquisition, retention, and maintenance of a very low attrition rate. The attrition rate during FY 2021-22 stood at a mere 1.81%.

As a part of succession planning and career progression, as well as to keep the employee motivated, a periodic review of cadres is done. The reviews are conducted in a supportive environment, with benchmarks outlined against the business goals of the Company and best practices in the industry. During FY 2021-22, the selection

process of more than 720 eligible candidates from across disciplines, levels & regions was conducted, and 523 employees (including both executive & non-executive staff) were promoted.

The Company believes in consistently improving its systems and processes to attract, motivate and nurture talent. It focuses on making the workforce agile and Future Ready to align with dynamic industry trends and the infrastructure needs of tomorrow.

IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005

An appropriate implementation structure with high level of commitment amongst the First Appellate Authority (FAA), Central Public Information Officer (CPIO) & Assistant Central Public Information Officers (ACPIOs) had profound influence on successful implementation and accomplishing goals & objectives of the Right to Information Act, 2005. By establishing citizens'' right to have maximum access to records & documents in all areas, barring a limited regime of exceptions, has thus improved transparency, accountability, good governance and service delivery.

Addressing the supply-side of transparency in RITES, capacity as well as administrative culture, concerted efforts were made through conducting training programmes for officers & staff highlighting the significance and strategic approach with which RITES is pursuing the implementation of the Right to Information Act, 2005. The changes, thus in the mindset and attitude, had been catalytic in implementing the Act making the goals & objectives achievable with their concerted, creative and decisive actions.

RITES converges on the principle of "maximum disclosure”, the right to access information extends to a broad range of records & documents unless specifically included in the narrowly defined list of exemptions. Therefore, in RITES, there is a fundamental paradigm shift, a presumption of disclosure and transparency supersedes the presumption of secrecy and the effective implementation of the Right to Information Act, 2005, has fostered a new culture of openness.

RITES has been putting sincere efforts in creating informed citizenry & promoting transparency through pro-active disclosures on its website under Section 4(1)(b) of the Right to Information Act, 2005. Categories of information frequently sought, have also been identified, catalogued, and organized in a retrievable user-friendly database. RTI Transparency Audit of RITES for the period 2020-21, is the testimony of the organizational compliances to all the stipulated major statutory requirements of Section 4 of the Right to Information Act and compliances for DoPT OM/Circular dated April 15, 2013 for proactive/Suo-Motu disclosures and other provisions of the Right to Information Act.

The provision for submission of RTI applications/First Appeals with payment of application/additional fee online, provided on RITES website, has enabled citizens to file their applications/First Appeals with ease and receive information faster, cutting on the cost of postal dispatch and nullifying the time of postal transit.

Diminution in the number of new applications enunciates effective use of RITES'' Website and Social Media platforms for dissemination of information. Efficient & scientific record keeping, ensuring timely

and accurate information to the applicants under the provisions of the Act, vocalizes effective containment of First and Second Appeals in compliance with the letter and spirit of the Right to Information Act, 2005.

EXHIBITIONS AND AWARDS

Exhibitions:

As a part of business strategy, the company encourages participation in specialized trade exhibitions with the objective of displaying its multifarious capabilities and exploring business opportunities in

India and abroad. It believes these expositions play an important role in building business linkages and providing exposure to numerous prospective clients, delegations, and ministerial participation. This year, the Company participated in the following exhibitions:

1. International Railway Equipment Exhibition (IREE 2021) from December 16 - 18, 2021 in New Delhi

2. Azadi Ka Amrit Mahotsav (AKAM) exhibition by Research and Information System for Developing Countries (RIS) in New Delhi

Awards:

• EEPC Award for Top Exporter (2017-18) under the Merchant Exporter category

• IEI Industry Excellence Award 2021 under the Engineering Services & Consultancy category by the Institute of Engineering

• Technology Award by Japan Society of Civil Engineers for being General Consultant for Delhi Metro-Phase III

• Project of the Year (Small Category) PMI South Asia Awards 2021 for construction of store depot, scrap yard & allied works at Sabarmati

• ICAI Award, Plaque for Commended Annual Report, for excellence in financial reporting 2020-21

• Certificate of Merit from South Asian Federation of Accountants for Best Presented Annual Report awards, Integrated Reporting Award &AARC Anniversary Award for Corporate Governance Disclosures 2020

• Dun & Bradstreet Corporate Award 2021 for ''Best Growth Performance'' in the Engineering Projects/Capital Good category

• 8^th Governance Now PSU Award for ''Resilient Growth'' in the financial category

• Awards for CSR activities

GENERAL

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

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

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

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

4. Neither the Chairman and Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. There are no proceedings initiated / pending against your company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the company.

ACKNOWLEDGEMENT

The Directors express gratitude to esteemed Shareholders, the Chairman and Chief Executive Officer, Railway Board, Members and Officers of the Railway Board, for their valuable support, advice and co-operation. The Directors are particularly grateful to the Government of India, Ministries of Railways, Road, Transport and Highways, Commerce, Finance, External Affairs and Urban Development, Health, DIPAM and other Ministries, Regulators, Indian Embassies and Missions abroad, Foreign Mission and Embassies in India, Exim Bank and other Bankers of the company,

Comptroller & Auditor General and Statutory & Internal Auditors, Stock Exchanges and RTA, for their valuable support and guidance to the Company. Your continued support and unstinted confidence inspire us in all our endeavours for excellence.

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

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

For and on behalf of Board of Directors

(Rahul Mithal)

Chairman & Managing Director Place: Gurugram and Chief Executive Officer

Dated: 28.07.2022 DIN: 07610499

---

Mar 31, 2018

To,

The Members,

The Directors of your company have immense pleasure in presenting the 44^th Annual Report of the company together with the audited Financial Statements and Auditors’ Report for the year ended 31s^t March, 2018.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year 2017-18 is given below:

(Rs. in Crore)

Particulars	201-18	2016-17
Financial Results:
Total Income	1603	1507
Operating Turnover	1439	1299
Operating Expenditure	1109	1019
Other Income	164	208
Profit Before Tax (PBT)	494	488
Income Tax including Deferred Tax	(157)	(157)
Profit After Tax (PAT)	337	331
Appropriations:
Dividend including Dividend Distribution Tax	178	176
Transfer to General Reserve	159	155

BUSINESS PERFORMANCE

During the year, your company has achieved highest ever turnover of Rs.1603 crore as compared to the previous year’s turnover of Rs.1507 crore, higher by 6.37%. The profit before tax is Rs.494 crore as against Rs.488 crore of the previous year.

During the year, company was engaged in a number of prestigious domestic projects, which included setting up of wagon POH facilities at Bikaner workshop, NWR & at Kurduwadi workshop, C.Rly.; setting up of a new wagon POH factory at Dalmianagar, Bihar; setting up of facilities for Refurbishing of LHB coaches at New Bongaigaon Workshop, N.F. Rly, DPR for Construction of ROBs/ Flyover at 6 locations for DDA, DPR for strategically important roads under Bharatmala scheme in Gujarat and West Bengal and BRT in West Bengal, Design of State of Art Extra - dosed Cable stayed Bridge over River Ganga in West Bengal, Detailed Project Reports of Rail Based Mass Transit Systems for Gorakhpur, Allahabad, Chennai, Vijayawada, Jammu, Thane Srinagar, Kolkata, Nagpur, Mumbai & Gurgaon, General Consultancy for Delhi Metro Phase-III, Ahmedabad Metro & Nagpur Metro, Detailed Design Consultancy for Power Supply & Distribution system for Ahmedabad Metro & Bangalore Metro, Independent Quality Monitor agency for NOIDA-Greater NOIDA Metro, Maintenance of Rolling Stock & workshop equipment of MGR system at various locations of NTPC like Rihand, Singrauli, Sipat, Talcher, Kahalgaon & Farakka, Project Management Consultancy services for (i) Central university at Pondicherry, Gulbarga, Kasaragod, Gaya, Allahabad, IIT at Kharagpur, NIT at Meghalaya (ii) National Automotive Testing and R&D Infrastructure Project (NATRiP) - Ministry of Heavy Industries (iii) Rail Infrastructure for DVC, NTPC, CIL and others at different locations (iv) Construction of Integrated check posts at Birgunj, Jogbani and Biratnagar along Indo-Nepal border, at Dawaki along Indo-Bangladesh border and Moreh along Indo - Myanmar border, detailed engineering for construction of ICP at Sonauli and Rupediah, consultancy services for development of Greenfield international airport at Bhiwadi, Rajasthan and Project Management Consultancy for development of airports at Chitrakoot & Kushinagar, Uttar Pradesh (v) Construction of double line electrified track and related infrastructure for Western Dedicated Freight Corridor (1477 km) for Ph-1, Dadri- JNPT.

During the year company has provided wide spectrum of consultancy services in Ropeway projects (i) techno-economic feasibility report for passenger ropeway at Pelling - Sikkim and Kudargarh - Chhattisgarh (ii) project management services for passenger ropeways at Namchi - Sikkim, Jammu -J&K, Rajgir & Banka - Bihar, Sholingur & Ayyarmalai - Tamilnadu, Guwahati - Assam, Bhongir - Telangana and Shri Mata Vaishno Devi (SMVD) shrine - J&K (iii) material ropeway for Shri Mata Vaishno Devi (SMVD) shrine - J&K and successfully commissioned funicular railway system at Nashik, Maharashtra.

In addition to the above, during the year the company has secured / executed following important Railway Projects:

- Construction Projects for new railway lines Gooty-Dharmavaram Doubling in South Central Railway Route length ( 90.2 kms) and Anuppur - Pendra Road third line in South East Central Railway (50.1 kms) - Ministry of Railways.

- Feasibility Study for high-speed rail corridor for Mumbai - Chennai route (1300 km) and Final Location Survey and GT Investigations for Mumbai

- Ahmedabad route for National High Speed Railway Corporation. In order to expedite field work for topographic data collection Airborne LiDAR surveying technology has been used to facilitate the survey of the 508km corridor.

- Feasibility Studies, Geotechnical investigations and detailed engineering for new railway line for Bilaspur-Manali-Leh, New Broad Gauge railway project covering a distance of about 650 kms, which is one of the four strategic border lines along India - China border.

- Design and designer’s association services during construction are being provided for a prestigious project named “Rail cum Road Bridge over river Brahmaputra at Bogibeel near Dibrugarh, Assam” for NF Rly.

During the year, company was also engaged in a number of prestigious international assignments covering export, leasing and consultancy services, which included contract for supply of 18 nos. new YDM 4 Meter Gauge Locomotives with microprocessor control with electronic governor and other modern feature such as remote monitoring of performance & driver control desk with digital TFT based display to Myanmar, leasing & maintenance of locomotives in Mozambique and providing expert service for maintenance of these Locomotives to CFM/Mozambique.

RITES has also provided warranty maintenance and support services for state of art LHB BG passenger coaches supplied to Bangladesh and Senegal, rendered consultancy services for supervision of Tshesebe to Masunqa road in Botswana and DPR of East Bank - East Coast road linkage project, Georgetown in Guyana (South America), DPR for project Trident for Government of Mauritius and supervision for implementation of Metro Express Project in Mauritius.

During the year, RITES has secured two major contracts from Sri Lanka Railway for supply 10 Broad Gauge diesel electric locomotives and 6 Broad Gauge diesels multiple unit train (DMU) sets with AC-AC traction. Manufacturing of Diesel electric locomotives and Diesel multiple unit train (DMU) have started at Diesel Locomotive works Varanasi and ICF, Chennai respectively.

OUTLOOK

Over the years, RITES as one of the leading transport infrastructure consulting companies in Public Sector in the Country has been playing a pivotal role in the development of transport and infrastructure sectors viz , Railways, Highways, Ports, Airports, Waterways, Ropeways, Urban Transport, Urban Engineering, Container Depots, Institutional Buildings and Railway Electrification etc. RITES have eventually diversified into providing multidisciplinary services from concept to commissioning for efficient and economic implementation of the projects.

The Company continued to provide specialized, integrated services under single roof in transportation infrastructure sector and export packages for supply of locomotives, coaches, wagons, spare parts and modernization of workshops. The Company has expanded its reach through its subsidiaries and JV Companies by venturing into the business of wagon manufacturing and is also planning to develop potential business avenues in the field of power sector including Green Energy etc. The company is also exploring business opportunities in captive railway systems in India through equity participation with other stakeholders, with the main focus on providing total transportation solution as against pure consultancy assignments.

During the year, the business of offering shunting locomotives on wet lease including operation & maintenance continued to be well received by domestic Non- Railway clients. The Company has so far leased 41 locomotives to domestic non railway customers. Demand of shunting locomotives on lease by non-railway customers is growing day by day. Apart from wet leasing, company was engaged in maintenance of over 130 diesel locomotives & 1400 wagons owned by customers like NTPC, NSPCL, WBPDCL, SAIL & APCPL.

As a matter of diversification (i) RITES and Indian Railways promoted a Joint Venture Company, Railway Energy Management Company Ltd. (REMCL) for renewable energy projects, bilateral purchases, power trading and energy efficiency projects etc. Company has successfully implemented open access supply for Railways in 10 States, covering 55% of energy requirement resulting in the annual saving of over Rs.2,000 crore to Indian Railways (ii) RITES has completed setting up of the state-of-the-Art wagon factory, at Kulti, West Bengal as a 50:50 JVC between RITES and SAIL, a “Make in India” initiative of the Indian Railways. An assured off-take Agreement has also been signed with Railways, arising out of the commitment made by the Ministry of Railways in the year 2010 regarding assured off-take order for manufacture of 1200 wagons/annum and rehabilitation of a minimum of 300 wagons/ annum. JVC has shown significant improvement in its second year of operations. It has successfully completed the first order of rehabilitation of 400 wagons within the delivery period, duly adhering to cycle time & quality standards and completed manufacture of 303 new wagons and rehabilitation of 441 wagons (iii) Company has taken up turnkey works for construction and supply, installation and commissioning of machinery & Plant for up gradation / modernization of Railway Workshops.

ipo initiative

The Government of India announced the divestment in Company’s shares in the financial year 2017-18. Accordingly, Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, appointed DSK Legal alongwith Riker Danzig Scherer Hyland & Perretti, LLP as Legal advisors to the issue and Elara Capital, SBI Capital, IDBI Capital and IDFC Bank Limited as Book Running Lead Managers (BRLMs) for disinvestment of 25,200,000 equity shares i.e. 12.6% of RITES paid up equity share capital of the Company through Initial Public Offering (IPO) of shares by the Promoters (i.e Government of India). The Company’s public issue was subscribed multiple times and shares got listed on July 2, 2018 on National Stock Exchange of India Limited and BSE Limited.

Listing of equity shares will enhance the company visibility and brand image and provide liquidity to the shareholders. Listing will also provide a public market for the equity shares in India.

CAPITAL STRUCTURE

The Paid-up share capital of the company remained at Rs.200 crore as against Authorised Share Capital of Rs.300 crore and the company has not issued any share during the year under consideration.

dividend

Your Directors have recommended a final dividend of Rs.40 crore in addition to interim dividend of Rs.70 crore paid during the year 2017- 18. The total dividend for financial year 2017-18 is Rs.110 crore (i.e. Rs.5.5 per share) which is 55% of paid up share capital of the company. The total dividend payout for the year works out to be Rs.148 crore which includes Rs.78 crore final dividend for financial year 2016-17 and Rs.70 crore interim dividend for the financial year 2017-18.

DEPOSITS

The Company has not accepted any deposits from public during the year under review.

RESERVES

An amount of Rs.159 crore is proposed to be transferred to General Reserve by appropriation from the profits of the Company for the year 2017-18. Reserves & Surplus will increase from Rs.1834 crore at end of the previous year to Rs.1993 crore as at 31st March, 2018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO conservation of energy

As a consultancy organization, RITES is not a major energy consumer and hence our carbon emission is minimum. Yet for the consultancy studies undertaken by RITES, it has been practice to pursue the national goal of energy conservation and accordingly, suggestions are given to our client’s for measures and methods to conserve energy.

I. Steps taken or impact on conservation of energy:

For both the buildings, solar power panels have been mounted on roof tops to generate electricity from solar power. RITES Limited has also installed 32.5 KWp Solar photovoltaic Power Plant at Railway Station Gurgaon and 100KWp Solar photovoltaic Power Plant at Jodhpur junction Railway Station under RITES CSR scheme. Project for replacement of fluorescent tube lights of the ROC- I with energy efficient LED tube lights has been initiated, which will lead to substantial conservation of energy.

II. Steps taken by the company for utilizing alternate source of energy:

Railway Energy Management Company limited (REMCL), the subsidiary company of RITES Limited, has successfully commissioned 26 MW windmill in Jaisalmer and has implemented many power procurement contracts for Indian Railways under Open Access policy under the Electricity Act, 2003, resulting in substantial energy savings to Indian Railways.

III. The Capital investment on energy conservation equipments:

During the year, Capital investment on energy conservation equipment is NIL.

technology absorption I. The efforts made towards technology absorption:

Being a leading consultancy organization in the field of transportation, RITES keeps itself abreast with the latest technology and knowhow not only in the area of the transportation but also in the technology and technological innovation that bring better efficiency and economic benefits to the sector. To achieve this, the company continuously strives to procure and absorb the best and the latest technological innovations in areas of its business by continuously updating its software and knowledge base by sponsoring and encouraging its employees to become members of National/International Institutions for improving their professional standing and commitments, to compete with the domestic and international competitors, to improve the quality of service to the client and to actively participate in national and international seminars and conferences, perusal of information and technological updates available on internet, study of periodicals, etc.

II. The benefits derived like product improvement, cost reduction, product development or import substitution:

Optimized and environment friendly rolling stock designs being developed by the company will benefit the sector in many ways such as weight reduction, reduced manufacturing cost, reduced track load density and track wear, increased speed, higher carrying capacity and lowered emission. This will also lead to reduced fuel consumption. This has helped the industry in developing rolling stock components by developing and standardizing their specification which were being imported so far.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. The details of technology imported:

- Not applicable

b. The year of import:

- Not applicable.

c. Whether the technology been fully absorbed:

- Not applicable.

d. If not fully absorbed, areas where absorption has not been taken place, and the reasons thereof:

- Not applicable.

IV. The expenditure incurred on Research & Development.

RITES has received Consultancy Contract for Study of Emission from Diesel Locomotives and setting up of Emission Standards. This is a complex technological study which has not been done earlier in India. This study will comprise setting up of locomotive emission standards for India and preparing a roadmap for Indian Railway with identification of emission reduction technologies for achieving these standards.

During the year, RITES has undertaken the work of providing technical consultancy to M/s BEML for Static and Fatigue Testing of the Bogie Frame. These tests conducted as per International European UIC standards. These tests are mandatory for newly designed Bogie Frame or any Bogie Frame being manufactured by a new manufacturer. The real challenge was to ensure the point of application of loads and their direction that would emulates the forces the way they would occur in field under actual operation/usage. RITES has now proven experience for testing of Bogies as per International Standards.

Under the Guidance of Prime Minister’s with directives from Railway Board, RITES has prepared a technical feasibility report for best suitable technologies to handle MSW in environment friendly stations of Indian Railways. Segregation of degradable & non-degradable waste and Biomethanation process is recommended for processing of biodegradable waste in this report which is recommended by MoUD. Based on these recommendations Railway Board awarded work on the bid process and project management for setting up of solid waste management plants at various stations to RITES.

FOREIGN ExCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned and the Foreign Exchange outgo in terms of actual inflows/ outflows during the year is as under:

Total foreign exchange earnings during the year under review were Rs.307.50 crore (previous year Rs.422.03 crore) and foreign exchange outgo were Rs.21.25 crore (previous year Rs.31.84 crore) respectively. This resulted in net foreign exchange earnings of Rs.286.25 crore (previous year Rs.390.19 crore).

PRESIDENTIAL DIRECTivE

Ministry of Railways vide its letter no. 2018/PL/45/1 dated 09/01/2018 has conveyed its decision of disinvestment of its shareholding in the Company through Initial Public Offering. Accordingly, Company has disinvested 12.6% (25,200,000 equity shares) of its shareholding by way of Initial Public Offering in June 2018 and the company was listed with BSE Ltd. and National Stock Exchange of India Ltd. on 02/07/2018.

vIGILANCE

The objective of RITES Vigilance Cell is to facilitate an environment enabling people to work with integrity, efficiency and in a transparent manner, upholding highest ethical standards for the organization. To achieve this objective, the Vigilance Cell carries out preventive, proactive and punitive actions with greater emphasis on the preventive and proactive functions. Following activities were undertaken during the Financial Year 2017-18:

- Preventive checks were conducted regularly in vulnerable areas of the Company. Total of 26 surprise checks in the field of material inspection and 3 preventive checks at project sites including documents scrutiny and Joint Checks were conducted at Kolkata, Mumbai, Silvasa, Chandigarh, Ludhiana, Delhi, Ghaziabad, Faridabad etc.

- Vigilance provides vital inputs to the technical authorities for improving the prevailing systems for bringing about more transparency and plugging out loop holes. Accordingly, nineteen System Improvements were recommended by Vigilance and implemented by technical authorities.

- 5 CTE type Examinations were taken up at Bankura (W.B.), Kasargod (Kerala), Tuticorin -2 nos. (Tamilnadu), Pondicherry (Puducherry). During these Intensive Examinations, high value procurement / contracts were scrutinized and checked comprehensively and necessary recommendations were forwarded to concerned authorities for implementing suggestions for improvement.

- In order to share the experiences gained during the various checks by vigilance, interactive sessions on common irregularities during project implementation and material inspection were held by CVO with officials of regional project and inspection offices in Kolkata and Delhi.

- RITES Vigilance has scrutinized Annual Property Return files of 418 executive and non-executive employees during 2017-18.

- As per the Guidelines of Central Vigilance Commission, Vigilance Awareness Week was observed in RITES with a theme of ‘My Vision: Corruption Free India’ during 30th October to 4^th November, 2017. On the opening day i.e. 30th October 2017, Integrity pledge was administered to the employees at Corporate Office. During this week, a Vigilance Bulletin on Common Irregularities in Project Execution and Inspection of Materials, Systemic Improvements and various articles related to Eradication of Corruptions were published for bringing awareness amongst employees. A Special Cover was released on the theme of ‘My Vision: Corruption Free India, by Superintendent of Post Office, Gurugram. A ‘Gram Sabha’ was organized at Khanpur Ghati Village, District- Nuhu (Haryana) for awareness amongst villagers about anti-corruption measures. An Elocution competition on the theme was also organized amongst students of various Government / private schools located at Gurugram on the topic ‘Corruption Free India’.

Detailed report on observance of Vigilance Awareness Week- 2017 has been sent to CVC. All employees of RITES were also administered the e-pledge on Integrity floated by CVC.

- Vendors’ Meet was organized at Kolkata, Delhi, and Noida to develop awareness for eradication of corruption amongst vendors/contractors. Programme was chaired by Chief Vigilance Officer.

CONTRACTS OR ARRANGEMENTS wiTH RELATED PARTIES UNDER SECTION 188 (1) OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

Your Directors draw attention of the members to Note No. 2.39 to the financial statement which sets our related party disclosures. (The details of contracts entered into with related parties in prescribed format AOC-2 is placed at Annexure -I).

jvs and subsidiaries

The Company has two Indian Subsidiaries i.e. (i) Railway Energy Management Company Limited incorporated on 16^th August, 2013 in Joint Venture with Ministry of Railways for taking up various assignments/tasks to develop potential business avenues in the field of power sector including Green Energy, power trading etc.; (ii) RITES Infrastructure Services Limited incorporated on 27.04.2010 with the main object of construction, operation and maintenance of Multi-functional Complexes in the vicinity of Railway land. The Board of Directors of RISL decided to initiate the process of winding up during the year 2016-17 and the company is currently under liquidation;

The Company also has a joint venture with SAIL namely SAIL RITES Bengal Wagon Industries Private Limited (a 50:50 JV Company). Further, the Company has two subsidiary companies abroad namely (i) RITES AFRIKA (PTY) Limited, Botswana; and (ii) RITES Mohwarean Arabia Company Limited (RMAC), Saudi Arabia. RMAC, a local JV Company was formed for carrying out the O&M work of North South Railway network of Saudi Railway. The operation contract has been foreclosed in June, 2011 and the Company is under liquidation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees given or investments made along with the purpose for which the loan is proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Note 2.6, 2.7, 2.8, 2.15, & 2.16 of the standalone financial statement).

PARTICULARS OF EMPLOYEES

As per the provisions of sec 197(12) of Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each Director to the median employee’s remuneration and details of employees receiving remuneration exceeding limit as prescribed from time to time in the Director’s Report. However, as per notification dated June 5th, 2015 issued by MCA, Government Companies are exempted from complying with the provisions of Sec 197 of Companies Act, 2013. Therefore, such particulars have not been included as a part of Director’s Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING The GOING CONCERN STATUS AND company’s OPERATIONS IN FUTURE

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

RISK MANAGEMENT

The company has a risk management committee comprising of Directors Shri Anil Kumar Goel, Shri Satish Sareen, Shri Ajay Kumar Gaur, Dr. Pramod Kumar Anand and Shri. A.P. Dwivedi.

The company has a sound currency risk management policy in place for risk identification and its mitigation. The execution of foreign projects gives rise to currency variation risk. For this purpose, company regularly monitors exchange fluctuations to mitigate this risk, Policy covers various aspects of currency risk management, benchmarking, hedging and risk appetite, permissible Instruments, hedging policy, structure of the risk management committee and treasury group, reporting procedures etc.

In this respect Company has also constituted Treasury Risk Management Committee and assistance is also taken from an external consultant/ economist as and when required. During the year one meeting of the Risk Management Committee was held on 21^st March, 2018.

PROPAGATION OF HINDI (RAJBHASHA)

In pursuance of Official Language policy of the Govt. of India (Ministry of Home Affairs, Deptt. of Official Language) and the directions received from Railway Board from time to time, all round efforts were made to accelerate the progressive use of Hindi in official work of the Company. Important documents, such as Annual Report, MOU, minutes of various meetings, Circulars, Office Orders and Questionnaire of Committees of Parliament were prepared and issued in bilingual form. Rajbhasha Fortnight was organized smoothly in RITES corporate office from 14th September to 28th September, 2017. ‘HINDI DIWAS’ message by CMD/RITES was issued timely to all the officials of RITES located all over India. Competitions like; Noting and Drafting, Essay and Elocution were organized during this period and Hindi workshop, Table Training and inspections of different departments were also conducted. 27 winners of different competitions were awarded cash award and certificates by CMD/ RITES. Rajbhasha Fortnight was organized in various project and inspection offices also. CMD RITES delivered his speeches on various occasions in Hindi.

During the year inspections regarding Progressive use of Hindi and workshops/table training in different Departments/Offices were conducted. Various incentive schemes regarding the use of Hindi were implemented. 50% Hindi books were purchased in the library. The quarterly meetings of Official Language Implementation Committee were held regularly in which progress of various items of Annual Programme of the Deptt. of Official Language, Ministry of Home Affairs were discussed and reviewed. CMD and Representative of RITES also participated in OLIC, Railway Board and Town Official Language Implementation Committee, Gurgaon.

RITES bagged ‘Rajbhasha Promotion Award -2017 for excellence in implementation of Rajbhasha policy and Rajbhasha activities. The award was given by Shri Prabhas Kumar Jha, Secy. Deptt of Official Language, Ministry of Home Affairs in ‘Rajbhasha cum Prize distribution function’ organized by Town Official Language Implementation Committee, Gurgaon.

MEMORANDUM OF UNDERSTANDING

The company meets parameters of ‘Excellent’ rating in its performance evaluation under the MOU signed with the Ministry of Railways for the year under consideration (2017-18). However, communication from Department of Public Enterprises in this regard is expected in due course. Company has also signed Memorandum of Understanding with Ministry of Railways for the year 2018-19.

SCHEDULED CASTE, SCHEDULED TRIBES AND other backward classes

The company continued to give utmost importance to implementation of the policies and directives of the Government of India in matters relating to reservations in employment of candidates belonging to SC/ST/OBC and differently abled categories. During the year 2017-18, 47 employees were inducted against regular post (including 13 absorption cases), out of which 20 belong to SC/ ST/OBC/differently abled category. Similarly during the year, 181 employees were inducted against contractual position, out of which 96 belong to SC/ ST/OBC/ differently abled category.

In the year 2017-18, pre promotion training has been given to employees belonging to these categories. To ensure the welfare of such employees, the company has appointed Liaison officers for SC/ST/ OBC and differently abled employees.

The infrastructure of company is well built and caters to the needs of differently abled employees.

ISO 9001-2008 CERTIFICATION

To ensure quality in its operations, the Company maintains an Excellent Quality Management System which conforms to ISO 9001:2008 and is certified by NVTQC (under ANAB accreditation). The certification covers all the activities and Divisions of the Company.

Also, RITES is empanelled with BEE as a Grade -I Energy Service Company (ESCO). This grading indicates “Very High” ability of RITES to carry out energy efficiency audits and implement the energy saving projects in ESCO Mode.

CORPORATE GOVERNANCE REPORT AND GREEN INITIATIVE

Your Company believes in the principle that good Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. As required under the DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report placed at Annexure-A.

In support of the “Green Initiative” measure taken by Ministry of Corporate Affairs, Government of India, New Delhi, enabling electronic delivery of documents and also in line with circular issued by Securities and Exchange Board of India (SEBI) dated November 05, 2011 and as prescribed under the relevant provisions under the Companies Act, 2013 and the Rules made thereunder, Company has sent Annual Reports in Electronic Mode to the shareholders who have registered their E-mail IDs either with the Registrar and Transfer Agents or with the depositories. However, an option is available to the shareholders to continue to receive the physical copies of the documents/ Annual Reports by making a specific request to Company or to R & T Agents.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis” covering Division-wise Performance forms part of the Directors’ Report has been placed at Annexure - B.

ANNUAL RETURN

Annual Return as per Section 92 (3) of the Companies Act, 2013 will be available on the website of the Company i.e. www.rites.com (Annexure -II). Annual Return is also placed as Annexure II of this report.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

RITES have an effective internal control and audit systems for maintaining efficiency of operations and compliances of applicable laws and regulations. The organization has well structured policies and guidelines which are well-documented with predefined authorities. Detailed Manual is in place to guide and strengthen the internal checks and controls. Regular and exhaustive internal audits are being conducted by experienced firms of Chartered Accountants, appointed by the Management and in-house internal audit team headed by a qualified and experienced professional. The internal control and audit systems are being reviewed periodically by the Management and the Audit Committee. Corrective measures, whenever necessary are being taken up from time to time as a part of continuous improvement system.

FORMAL ANNUAL EVALUATION OF DIRECTORS UNDER SECTION 134 (3) (P) OF THE COMPANIES ACT, 2013

Formal Annual evaluation of Chairman & Managing Director and Directors, being a Govt. Company are done by Administrative Ministry. Further, as per Notification issued by Ministry of Corporate Affairs dated 5/06/2015, the provisions of the said section shall not apply to Govt Company, in case the Directors are evaluated by the Ministry or Department of the Central Govt. etc.

BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF THE BOARD

As on 31st March, 2018, Company has twelve Directors comprising of four Functional Directors, two Government Nominees Directors and six Independent Directors. The Board met ten (10) times during the year 2017-18.

The following Directors held office during the year: Whole-time Directors:

Shri Rajeev Mehrotra* Chairman and Managing Director

Shri Arbind Kumar Director Projects

Shri Ajay Kumar Gaur ** Director Finance

Shri Mukesh Rathore Director Technical

Government Nominee Directors:

Shri R.N. Misra Director (up to 31/08/2017)

Shri B.K. Agarwal Director (from 26/09/2017)

Shri A.P. Dwivedi Director

Independent Directors:

Dr. Vidya Rajiv Yeravdekar

Shri Anil Kumar Goel Shri Satish Sareen

Dr. P.K. Anand (From 19/09/2017)

Ms. Geethakumary (From 15/03/2018)

Dr. R.N. Goyal (From 15/03/2018)

KEY MANAGERIAL PERSONNEL (KMP) (SECTION 203 OF THE COMPANIES ACT, 2013)

Shri Rajeev Mehrotra	Chairman & Managing Director and Chief Executive Officer
Shri Arbind Kumar	Director (Projects)
Shri Ajay Kumar Gaur	Director (Finance) and Chief Finance Officer
Shri Mukesh Rathore	Director (Technical)
Shri P.T. Mittal	Company Secretary & GM (Legal) (Upto 31.03.2018)
Shri Ashish Srivastava	Company Secretary (From 01.04.2018)

* The term of Shri Rajeev Mehrotra, Chairman and Managing Director has been extended by the Ministry of Railways for a period w.e.f 11.10.2017 till 30.06.2021 i.e the date of his superannuation.

** The term of Shri Ajay Kumar Gaur, Director Finance has been extended by the Ministry of Railways for a period w.e.f. 02.09.2018 till 31.07.2019 i.e. the date of his superannuation.

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation is applicable. In view of this, all the directors, except Independent Directors and Chairman & Managing Director (As per Article 56(h) of the Articles of Association, CMD is a non-retiring Director) will be liable to retire by rotation. Accordingly, one third among all other directors will retire by rotation. Accordingly, Shri Ajay Kumar Gaur and Shri A.P Dwivedi will retire by rotation and being eligible, offer themselves for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS

During the year all Independent Directors have met the requirements specified u/s 149(6) of Companies Act, 2013 for holding the position of “Independent Director” and necessary declaration from each Independent Director u/s 149(7) was received.

COMMITTEES OF THE BOARD

Company has Audit Committee, CSR Committee and other Committees are in place. The Composition and scope of the Committees are provided in the report of Corporate Governance.

A report on Corporate Governance together with the certificate thereon, form the part of this report in Annexure-A.

DIRECTORS’ RESPONSIBILITY STATEMENT UNDER THE COMPANIES ACT, 2013

In pursuance of Section 134 (5) of the Companies Act, 2013, The Director hereby confirms that:

(a) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARIES, ASSOCIATE AND JOINT vENTURE COMPANIES

A report on the performance and financial position of each subsidiaries, associates and Joint Ventures companies as per the provisions of Section 129 (3) of the Companies Act, 2013 in prescribed format AOC-1 is provided as Annexure to the consolidated financial statements and hence not repeated here for sake of brevity.

knowledge management system

Knowledge Management has been implemented in RITES as a module of ERP SAP in order to identify, capture, evaluate, retrieve and share enterprise information. The system consolidates important information of its employees and their knowledge for being available at a glance to SBU Heads. It provides information of experts regarding their qualification, experience, sector and sub-sector, projects handled etc in various job roles & specialisation, projects in various sectors and disciplines, thus reducing effort and helping them in business development process.

To keep the system relevant and contemporary, regular updation of the content is done by updating information on projects secured and additional expertise gained by employees. Regular reviews and diagnostic processes of the knowledge base are conducted to ensure a valuable and effective Knowledge Management System is in place.

environmental protection

The Company has long been integrating sustainability in its operations systematically with best practices. On the lookout for sustainable development, sets in clean and green surroundings. All the offices of the Company commit to maintain environmental friendly work processes and strongly believe that environmental sustainability results in providing safe and healthy work conditions to the employees which in turn enhances the productivity. The company sets objectives in compliance to DPE guidelines, further approaches towards adopting breakthrough technology for enhancing environmental protection. It has been the practice in all offices of the Company to follow conservation of natural resources like energy conservation, water conservation and reduction in waste generation is inculcated as a routine approach. The Company looks beyond obvious opportunities. In rendering consultancy to its clients, the Company ensures that rules pertaining to the environmental protection are being followed in the projects.

The Company has installed sewerage treatment plants in both the office buildings at Gurgaon and the recycled water is used for horticulture. Rain water harvesting system has been installed to recharge the ground water. Reducing carbon footprints is one of the main motives of the Company. REMCL, a subsidiary company of the Company has been working continuously for generating solar energy for Railways. Apart from that the Company has installed roof top solar energy plant to generate to meet its energy requirements. The Company is also socially active in propagating green corridors in the society and has undertaken the maintenance of greenery in the pavements near its corporate office. It also endeavours to impart environmental awareness among the masses.

Cleanliness drive was carried out at Gurgaon Railway Station to remove pile of plastic waste. This was followed up by planting of saplings at the same site for protection of environment.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility and Sustainability policy is our commitment to operate in economically, socially and environmentally sustainable manner that is transparent and ethical. It encourages engagement with the stakeholders in determining their needs and expectations. The stakeholders include employees, shareholders, investors, customers, clients, business associates, civil society groups, Centre/State/local government, communities, environment and society at large. A total of Rs.9.90 crore was spent during 2017-18 against the annual budget of Rs.9.90 crore. Good image of RITES has been generated among the community. The underprivileged and economically weaker sections have also benefited from the activities.

In order to comply with the Guidelines on CSR issued by DPE and provisions of Section 135 of the Companies Act, 2013, Board level committee headed by an Independent Director has been constituted to oversee the implantation of CSR & Sustainability policy and to assist the Board of Directors to formulate suitable policies & strategies in this regard.

CSR Committee comprising of Shri Satish Sareen, Independent Director as Chairman, Dr. Vidya Rajiv Yeravdekar, Independent Director, Shri Anil Kumar Goel, Independent Director, Shri A.P Dwivedi, Govt Nominee Director, Ms. Geethakumary, Independent Director and Shri Ajay Kumar Gaur, Director Finance as members.

A report on CSR projects for the financial year 201718 is attached as Annexure - III.

The CSR projects / activities taken up by RITES are in accordance with the sectors as defined in the Schedule VII of Companies Act, 2013. Key projects taken up during the financial year 2017-18 are as follows:

SECTOR: Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

1. Setting up of infrastructure facilities by providing Machinery, equipments for extending outreach and securing livelihood for Skill Development Training Programme for disadvantaged rural women by establishing Training cum Production centre.

RITES has provided infrastructure facilities like Machinery, equipments for setting up Skill development training Centre at Mewat Haryana with the objective of socio-economic up-liftment of economically weaker sections and rural community through Skill Development and Vocational Training programmes.

This centre will help to generate alternative employment opportunity for Rural Women and Youth. Focus will be on training and skill development resulting in meaningful employment.

2. Construction of Vocational training/skill development institute for under privileged children of rural areas (Vrindavan / Mathura, UP).

RITES has contributed for part construction of Vocational Training & Skill Development Institute in Vrindavan, Mathura, U.P. Objective of setting up the Institute is to promote vocational training & skill development to children of the economically backward and under privileged children belonging to rural areas of the BPL/ OBC/SC/ST category. On yearly basis, more than 5000 men and women are estimated to be provided with vocational training in order to enable them to be employed or self employed for a happy and fulfilling life.

3. Setting up of infrastructure facilities by providing Computers, Furniture, Sewing Machines etc. For running Skill development training Programmes at Skill Development Centre in Dr. B.R. Ambedkar Foundation Campus, Jaipur, Rajasthan.

RITES has contributed for infrastructure facilities like Computers, Furniture, Sewing Machines etc. for running Skill development training Programmes. Due to lack of skill, poverty, socioeconomic conditions youths are deprived of job opportunity, especially in rural areas.

The main objective of this project is to enable the SC/ST, OBC and women candidates overcome the difficulties and get employment after Skill training.

4. Skill Development training Programme by Apparel, Made ups & Home furnishing Sectors Skill Council (AMHSSC) under National Skill Development Corporation (NSDC) under Ministry of Skill Development & Entrepreneurship, Govt of India.

RITES has contributed for Skill Development training Programme of Self Employed Tailor and In-Line Checker in line with Pradhan Mantri Kaushal Vikas Yojana (PMKVY).

Beneficiaries of training in Self Employed Tailor and In-Line Checker can start their small business of stitching and start earning basic livelihood or alternatively can get employment in this field. Objective of the trainings is to encourage selfemployment leading to reduction in migration of people from villages to the urban areas.

5. Empowering children/women through Self-Defense Training programs in National Capital Region by Jwala Mahila Samiti, Indore, Madhya Pradesh.

RITES has contributed for Self-Defense Training Programme for women &children. During the training women/ children were taught the skills to as to verbally respond to a potential sexual threat, strike vulnerable areas, escape from choke holds and body grabs, and execute defense techniques. Self-defense training has equipped the beneficiary women/ children with the tools to identify and prevent violence and sexual abuse.

6. Sponsorship of 2 Children’s homes and 25 youths for employment linked higher education to children of SOS Children’s Villages of India.

RITES has taken initiative for Sponsoring 2 children’s homes in Greenfields, Faridabad and 25 youth for employment linked higher education to Children of SOS Children’s Villages of India in Faridabad, Bawana Delhi and Bhubneshwar Orissa.

RITES also distributed Woolen Jackets to Children and Sarees to the assigned mothers of these orphan Children.

Beneficiaries are the parentless children of SOS Children’s Village who will get all the logistic support to attend school, college education and vocational training.

SECTOR: Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.

7. Provision of Health Care facilities for women during pregnancy in Dr. B.R. Ambedkar Foundation Campus, Jaipur, Rajasthan.

RITES has contributed for medical assistance, regular medical check up and provision of Healthy diet and nutrition to women during pregnancy.

Healthy diet and nutrition is required for all human beings, especially women during pregnancy. Unhealthy diet during pregnancy is a major cause which results in premature birth and also increases pre natal mortality risks.

The objective of the project is to keeps both the mother and child healthy with the healthy diet like Milk products rich in calcium and protein that protects from anaemia, weakness, infections and keeps the immune system strong.

8. Construction of One 5 seated Community Toilet in Kanpur, U.P.

RITES has set up a Community Toilet at Fazalganj, Kanpur through SULABH International. The project will help overcoming open defecation by public in Fazalganj area of Kanpur city, which was earlier affected by poor sanitation due to inadequate infrastructure. The project will also reduce the incidences of health issues leading to healthy community and overall development of the people living in and visiting this area.

9. Supply and Installation of Hand pumps for Drinking Water in villages of District Hathras, U.P.

RITES has installed Hand pumps in villages of District Hathras U.P. Objective of the project is to provide safe drinking water to the villagers. Water is a fundamental human need, and an average human being requires 20 to 50 liters of clean & safe water every day for drinking, cooking, etc. Presently they are fetching water from very far away places. Installation of Hand pumps will benefit villagers in meeting their basic need of water.

10. Surgery for Congenital Heart Disease for children

RITES have joined hands with Balaji Heart Hospital & Diagnostic centre, Mumbai, Maharashtra in noble cause of Paediatric Cardiac Surgery for infants born with Congenital Heart Disease. About 78,000 infants born with congenital heart disease in India die every year because of inadequate health care facilities in the country. RITES provided funds for Cardiac Surgery of four children. By this Initiative of RITES, four lives have been saved bringing smiles on the faces of the relatives and parents of the patients.

SECTOR: Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga.

11. Solar Street Lighting System in villages of Ghazipur, Bhadohi, Shrawasti, Mirzapur, Shahjahanpur & Sultanpur District of UP and Pali District of Rajasthan.

RITES has installed Solar Street Lighting Systems in villages of Ghazipur, Bhadohi, Shrawasti, Mirzapur, Shahjahanpur & Sultanpur District of UP and Pali District of Rajasthan.

Objective of the Project is to provide solar powered street lighting system to the villages, where power outages are very high. The village streets are ill lit due to which villagers are at a constant danger of mis-happenings in night. Installation of solar street lights will benefit the villagers.

12. Setting up Rain water Harvesting System at Government schools in Jaipur, Rajasthan

RITES has contributed for Setting up Rain Water Harvesting System at Government schools in Jaipur, Rajasthan. This project would facilitate in replenishing the ground water table and thus contribute to environmental sustainability.

13. Procurement of Composting Machine for execution of Biomass Gas at National Academy of Indian Railways (NAIR) at Vadodra, Gujrat.

RITES has contributed for Procurement of Composting Machine for execution of Biomass Gas at National Academy of Indian Railways (NAIR) at Vadodra, Gujrat.

SECTOR: Rural Development Project.

14. Farmer & Agriculture Awareness Program in five Villages of Tehsil Kishangarh, District Ajmer, Rajasthan.

RITES has taken initiative for Farmer & Agriculture Awareness Program through an NGO WARDS.

The objective is to create awareness about Govt. Policies for farmers, welfare measures announced from time to time, newer trends in agricultural reforms, weather forecasts, Implementation of Kisaan Beema, etc., use of computers and Internet, and encouraging the farmers for Saving Habits, etc among farmers of villages in Kishangarh Tahsil of District Ajmer, Rajasthan.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Being a premier consulting organization, RITES is constantly enhancing the knowledge and professional pool by inducting the desired professionals in its team every year. The Human Resource department is committed and focused to achieve deliverables in terms of talent acquisition, employee engagement, talent retention, career progression and development of the human capital.

A pool of experienced professionals is already part of RITES team and their strength is multiplying every year. The focus is on inducting enriched professionals at various levels including fresh incumbents such as Graduate Engineer Trainees and Management Trainees. RITES boasts of its rich talent pool comprising of experienced and fresh graduates hired from IITs, NITs, IIMs, XLRI and MDI etc. During the financial year 2017-18, RITES inducted more than 225 employees either on regular pay scale, contract with pay scale and on fixed tenure contract on lump sum remuneration.

Talent acquisition thus is a continuous exercise round the year in the Company. In order to meet its continuous need for trained and experienced manpower from Railway, Road, Port and Metro sectors, RITES has been hiring experienced, skilled manpower from Indian Railways on deputation basis which gets rotated every 3/5 years. In the current year 49 deputationists have joined as per the requirements of the Company.

In-house training programs aimed at improving the functional and technical skills across all levels of employees were organized throughout the year. Also professional programs, workshops and seminars conducted by reputed and prestigious agencies were carefully identified in line with business needs of RITES and suitable officers were nominated for such programs. RITES has provided 9784 days of training to its employees during the current year. In order to build a strong leadership base, customized multiple week-long workshops were organized through IIM Lucknow, for 80 officers across the country. Succession planning for critical roles has also been undertaken to ensure business continuity and long term organization sustainability. Other key areas in which training were imparted includes Project Management, Contract Management and arbitration, Risk Management etc. Employees were sensitized on labour law compliances through appropriate programs/ workshops to comply with statutory obligations. Employee physical and financial wellness programs covering stress management, lifestyle diseases and financial planning were among the other awareness programs organized during the year.

Newly recruited GETs and other employees were given structured induction training for seamless assimilation into the organization, duly understanding the organizational culture.

Special focus was laid on developing a capacity building plan to bring in structured intervention for employees at specific stages of their career. In line with GOI initiative of promoting cashless society, trainings were organized to educate and sensitize various employee groups to use digital modes of payments. RITES has adopted online PMS system and extensive trainings were organized across offices to align employees with the new system.

Knowledge forum was revived to facilitate knowledge exchange in subject domain of Technology and Management. Sessions were organized under the aegis of knowledge forum to broaden the knowledge horizon of RITES employees. The scheme for membership of National and International Institutions has been introduced, for all regular employees in order to keep the knowledge updated and abreast with latest development across the globe.

In order to ensure data and information security as well, fostering the idea of business continuity, the HR function has taken a leap forward to keep the records in digitized format. The personnel files along with other important files have been scanned and kept in digitized format. Transparency in the process along with the ease of operation is one of the key objectives. Electronic Performance Management System has been successfully executed, enabling paperless and transparent system of filling the Annual performance Appraisal reports online with quality and in a defined time period.

RITES has adopted best practices to ensure equal opportunity and provide harmonious environment for advancement and growth of women employees by conducting several programmes on gender issues, sexual harassment and conducive working conditions. At the same time, opportunities are given to women employees to participate in meetings, project works, and committees etc to foster the need of equal opportunity without any gender bias. RITES women employees are the backbone of the company who not only mark a significant presence in the human capital but also play a significant role in the development of company’s image. Creche facility has also been introduced during the current year to take care of their children.

IMPLEMENTATION OF RIGHT TO INFORMATION (RTI) ACT, 2005

Right to Information (RTI) Act, living up to the expectation of being one of the most progressive and friendly legislation, through 13 years of its existence, has empowered the Indian citizens, who until this time had no way of securing information from the Government, to access information under the control of the public authorities, thereby promoting transparency and accountability to the working of the authorities.

A provision for submission of RTI applications/ First Appeals online coupled with payment of application/additional fees through internet banking, debit/credit cards and RuPay cards, has been provided on RITES website, which enabled the citizens to file their applications/first appeals with ease and receive information faster, cutting on the cost of postal dispatch and time of postal transit.

During the year 2017-18, office of the Public Information Officer (PIO) received 441 new applications seeking information under the RTI Act, 2005, as against 273 during the previous year, an increase of 61.54%, which can be attributed to user friendly resource for submission of RTI applications online, whereas the office of the First Appellate Authority (FAA) received only 78 first appeals as against 70 during the previous year, which illustrates a decrease of approx. 8% in first appeals to application ratio. RITES also complied with the decision of the Hon’ble Central Information Commission in the sole second appeal, as against four second appeals filed during the last financial year, thereby a decrease of 75% in the second appeals as against the previous year.

Every effort is made to provide the information within the stipulated time. Tracking and rigorous follow-up is done for each application for its timely disposal. RTI portal is used effectively for dissemination of information. Categories of information frequently sought, have been identified, catalogued and organized in a retrievable user-friendly database, which is being used effectively for proactive disclosure of information through RITES portal.”

exhibitions and awards Exhibitions

RITES participated in specialized domestic and overseas exhibitions to interface with business delegations, policy makers and potential clients. It provided a platform to display RITES multifarious capabilities and to further explore business opportunities. It enhanced a better understanding, strategic cooperation and multilateral relationships with visiting stakeholders.

These various expositions provided an opportunity to share ideas and latest technologies with prospective clients in the new global scenario. This was beneficial for future business development.

The company participated in various expositions such as:

i. The India Engineering Exhibition (INDEE) Bangladesh from November 2-4, 2017, Dhaka and International Industrial exhibition at Ekaterinburg, Russia (July 10-13, 2017 organised by EEPC, (Ministry of Commerce).

ii. Middle East Rail Exhibition-2018, Dubai, UAE (March 12-13, 2018).

iii. Global Exhibition on Services (GES) 2017 -Railway Pavilion organized by The Confederation of Indian Industry (CII) held on 17-20 April 2017 at India Expo Mart, Greater Noida.

iv. Integrated Transport and Logistics Summit 2017, May 3-5, 2017 at Vigyan Bhawan organized by FICCI / Ministry of Road Transport Highways and the Indian Railways.

v. ’New India- We Resolve to Make’ exhibition cum cultural programmes at Ranikothi, Civil Line, Nagpur from September 6-10, 2017 organised by Ministry of Parliamentary Affairs in association with RITES.

vi. Exhibition on CSR works at Ghazipur (U.P.) on 27th May, ‘2017.

vii. The International Railway Equipment Exhibition (IREE)- (Oct 11-13,2017) at Pragati Maiden organised by The Confederation of Indian Industry (CII).

viii. Maritime India Summit and Exhibition (November 22-24, 2017 Mumbai) organised by CII.

ix. Asean-India Investment Meet & Expo 2018, Ashoka Hotel, Delhi (Jan 22-23,2018) organized by Project Exports Promotion Council of India (Ministry of Commerce).

Awards

Company received following awards for its performance during the year 2017-18:

i. EEPC Top Exporters Silver Award for 201314 under the merchandise category for foreign exchange, (EEPC, Ministry of Commerce).

ii. Dun & Bradstreet PSU Award 2017 for Industrial Development & Technical Consultancy Services.

iii. Silver Trophy for Star Performer for Export of Engineering Services (Large Enterprise) for 2014-15 - EEPC India.

iv. Rajbhasha Gaurav Purushkar- Pratham for 201617.

v. Governance Now PSU Award for Business Diversification (Miniratna I) for 2017.

vi. Dainik Bhaskar India Pride Award 2017-18.

Auditors

The Comptroller & Auditor General of India appointed the following as Statutory and Branch Auditors for the year 2017-18.

M/s Agiwal & Associates, Delhi	Statutory Auditors
M/s Pratap B Sheth & Co., Mumbai	Branch Auditors for Western Region
M/s S.K. Bhattachariya & Co., Kolkata	Branch Auditors for Eastern Region
M/s Venkat & Vasan, Chennai	Branch Auditors for Southern Region

The Board would like to place on record their sincere thanks for the valuable services rendered by Statutory Auditors and the Branch Auditors.

SECRETARIAL AUDITOR

The Board has appointed Akhil Rohatgi & Co., Practising Company Secretary to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 has been placed at Annexure - IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

GENERAL

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

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

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any Scheme save and except ESOS referred to in this report.

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

5. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

The Directors take this opportunity to express their sincere thanks to the esteemed Clients in India & abroad, Shareholders, Central and State Governments for their consistent support to the Company and look forward to the continuance of the mutually supportive relationship in future. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees have enabled the Company to touch new heights during the year.

acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the Ministries of Railways, Road Transport and Highways, External Affairs, Finance, Commerce, Urban Development, and other ministries, departments and agencies, office of Comptroller & Auditor General, Reserve Bank of India, Bankers of the Company, Indian Embassies & Missions abroad and Foreign Missions & Embassies in India, EXIM Bank without whose active support the achievements of the Company during the year under review would not have been possible.

For and on behalf of Board of Directors

(Rajeev Mehrotra)

Chairman & Managing

Place: Gurgaon Director and

Dated: 30th July, 2018 Chief Executive Officer

---

Mar 31, 2011

The Directors of your company have immense pleasure in presenting the 37th Annual Report of your company together with the audited statements Of Accounts and Auditors'' Report for the year ended 31st March, 2011.

FINANCIALHIGHLIGHTS

The financial performance of the Company for the year 2010-11 is given below:

(Rs in Crore)

Particulars 2010-11 2009-10

Operating Results

Total Income 881.00 623.26

Operating Turnover 698.32 555.99

Operating Expenditure 517.99 457.61

Other Income 182.68 67.27

Profit Before Tax (PBT) 363.01 165.65

Income tax (105.66) (68.94)

Deferred Tax (13.43) 15.24

Profit After Tax (PAT) 243.92 111.95

Appropriations

Dividend including interim dividend 49.00 23.00

Dividend Tax 8.00 3.86

CSR Activities Reserve 5.46 -

General Reserve 181.46 85.09

New Contracts Secured 1,000.00 973.00

BUSINESS PERFORMANCE

The company has achieved an ever highest turnover and profit before tax ofRs 881 crores & Rs 363 crores respectively during the year, an increase of 41.36% in turnover and 119.14% in profit before tax as compare to previous year turnover of Rs 623.26 crores & Profit before tax of Rs 165.65 crores respectively.

During the year, company was engaged in number of prestigious domestic assignments. These include Detailed engineering & construction management for construction of railway infrastructure including commissioning of railway system to handle coal & fuel oil traffic of Raghunathpur TPS- Damodar Valley Corporation, General Consultancy for Bangalore Metro-BMRCL, Safety consultant for PPP Projects-NHAI, Development of Multi-disciplinary training centre at Cooch Behar, Kharagpur, Beliaghata & Malda- Railway Board, Design alignment & associated survey along with the stretch of re-alignment between Katra- Dharam - Konkan Railway Corporation, PMC Services for Construction of Police Station and staff quarters at different location in Delhi/ New Delhi areas- Delhi Police, Quality Control Works of Goa PWD, Mapusa Municipal Council, GSIDC and other Deptt of Govt. of Goa, Turnkey contract for construction of new ropeway at Rajgir - Tourism Deptt. Govt of Bihar.

During the year company was engaged in number of prestigious international assignments in export, lease and consultancy services. These include Sri Lankan Railway projects for supply of 20 sets DMUs and setting up DMU maintenance facilities, supply of 3 locomotives & training of 600 personnel, supply of 20 in-service MG Locomotives & passenger Coaches, wagons, Mobile Cranes, workshop machinery & equipment to Myanma Railways, loco leasing contract with CFM (South), Maputo Mozambique for 6 Cape Gauge locos, Maintenance of 6 Cape gauge locomotives at CDN/Nacala, Mozambique, DPR for Chaungma-Melktila Bypass sections of Trilateral Highway in Myanmar for Ministry of External Affairs, Feasibility study for Mayumba new standard Gauge Railway Line in Gabon- Govt of Gabon, Feasibility study for rail line from Moatize to Matundo & connections at Beira port, Mozambique - JSPL Mozambique Minerals Ltd, Preparation of DPR for Rehabilitation of Kanakesanturai Harbour in Sri Lanka on behalf of Ministry of External Affairs.

OUTLOOK

Over the years RITES has diversified and presently offers services spanning the entire Transport and Infrastructure sector - Railways, Highways, Ports, Airports, Waterways, Ropeways, Urban Transport, Urban Planning, Container Depots, Institutional Buildings, Power Transmission and Rural Electrification etc. The company with brand image of "The Infrastructure People" and the global and domestic experience in transportation & project management services now stands as one of the largest technical consulting firms in India, having presence in a wide range of sectors and offering a variety of services under a single roof and established as a leading consultancy organization in the international arena. Company continued to provide specialized, integrated, single roof services in transportation infrastructure sector and export packages for supply of locomotives, coaches, spare parts and modernization of workshops. A major turnkey work is being executed for Enhancement of LHB coach production facilities from 1400 to 1500 coaches at Rail Coach Factory, Kapurthala. The company has secured new orders worth of Rs 1,000.00 crores during the year 2010-11.The company is exploring business opportunities in captive railway systems in India through equity participation with other stake holders, with a main focus to provide total transportation solution as against pure consultancy assignments.

During the year, the business of offering shunting locomotives on wet lease including operation & maintenance has been well received by domestic non- railway customers. The company has, so far, supplied one loco each to Bandel Thermal Power Station / Bandel, NTPC-SAIL Power Co. Ltd / Bhilai, Lloyds Steel Industries / Wardha, Vedanta Aluminium Ltd /Jharsuguda and three locos to Dhamra Port Co. Ltd /Dhamra. After successful leasing of shunting locos, the Company is venturing into leasing of main line locos to non-railway clients running Merry-Go-Round Systems.

During the year under consideration, RITES has formed (i) a wholly owned subsidiary "RITES Infrastructure Services Ltd" for development, operation & maintenance of Multi Functional Complexes (MFCs) at/in the vicinity of identified or prescribed premises of Railway Stations and on sites assigned by the Ministry of Railways and has started construction activities at seven different Railway premises during the year2010-11 (ii) a joint venture Company with SAIL "SAIL-RITES Bengal Wagon Industry Pvt. Ltd" for manufacture of wagons for Indian Railways at SAIL Growth Works, Kulti, district Bardhaman in West Bengal and (iii) a joint venture company in Saudi Arabia with the local associates Mohawarean Ltd in the name of "RITES Mohawarean Arabia Company Limited" (RMAC) for execution of contract for operation & maintenance of North-South Railway network of Saudi Railway Company comprising the 1400 KM long new mineral line connecting the Kingdom''s phosphate and bauxite mines. The said project has two phases- Phase-I Mobilisation and Phase-II Operation.

In the mobilisation phase, RMAC (local JV formed for the project) submitted 4 draft reports relating to requirement of facilities, staffing requirement, system support requirement and operations in September, 2010 and final reports in April 2011. Further, SAR (Saudi Arabia Railway), the client planned to start the operation of trains pending issue of completion/safety certificate by the independent consultant, which could have serious repercussions for RITES and its personnel.

In view of the above, it was felt to come out of the project with an amicable closure of the contract. The closure agreement has been signed and further discussion on the financial settlement is underway.

As a part of ongoing efforts for diversification, RITES has developed 2300 HP and 3000 HP Cape gauge locomotives for export and design of bottom discharge covered hopper wagons for carrying fly-ash and clinker.

CAPITAL STRUCTURE

The paid-up share capital of the Company remained atRs 40 crores as against the Authorised Share Capital of Rs 100 crores.

DIVIDEND

Your Directors have recommended final dividend ofRs 37 crores in addition to one interim dividend ofRs 12 crores paid during the year 2010-11. The total dividend pay-out for the year will amount to Rs 49 crores (i.e.Rs 12.25 per share) which is 122.5% of paid up share capital of the company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year under review.

RESERVES

An amount ofRs 181.46 crores is proposed to be transferred to General Reserve and Rs 5.46 crores to CSR activities reserve by appropriation from the profits of the Company. Reserves & Surplus will increase from Rs 654.84 crores at end of the previous year to Rs 841.76 crores as at 31st March, 2011.

An amount ofRs 3 crores was approved for CSR projects for the year 2010- 11, as per DPE Guidelines, against which an amount ofRs 2.42 crores was spent during the year and the balance amount ofRs 0.58 crore has been kept in the CSR reserve. Further, during the year, a reserve ofRs 4.88 crores has been created for the CSR projects for the financial year 2011- 12 resulting in total amount of Rs 5.46 crores in CSR activities reserve.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO

The particulars pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (disclosure of particulars in Report of Board of Directors) Rules, 1988 are furnished hereunder:

Energy Conservation

The Company being in consultancy business has no significant consumption of energy in its operations. However, in all its designs, project formulations and specifications for its clients, energy conservation measures are adopted as a part of good engineering practice.

RITES own building is equipped with energy efficient electro-mechanical systems and periodic energy audits are carried out to monitor the measures for continual improvements in conservation of energy

Technology Absorption

The Company continues its endeavors to apply and absorb latest technology, developments and innovations in its operations, which are taking place in different areas of its business, particularly related to new design software and locomotives and coaches for export. Experts of the Company are sponsored for training programmes, seminars and conferences both at home and abroad for development of technical know how. RITES experts also work along with foreign experts in many projects leading to advanced technology absorption.

Foreign Exchange Earnings and Outgo

Total foreign exchange earnings during the year under review were Rs 242.50 crores (previous yearRs 94 crores) and foreign exchange outgo were Rs 22.32 crores (previous year Rs 25.5 crores) respectively. This resulted in net foreign exchange earnings ofRs 220.18 crores (previous yearRs 68.5crores).

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

There is no employee in the Company falling under the category of employee required to be reported under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

BUY-BACK OF SHARES UNDER SECTION 217(2B)

The Government of India holds all the shares in the Company and the company has not resorted to any buy-back of its shares during the year under review. As such there is nothing to report under Section 217(2B) of the Companies Act, 1956.

PRESIDENTIALDIRECTIVE

No Presidential Directive was received during the year.

VIGILANCE

This year too, our emphasis has been on preventive vigilance and system improvement rather than punitive vigilance. Accordingly, 17 system improvements pertaining to tendering, material inspection and finance management etc were issued. Beside this, a system improvement on the procedure on staff settlement has also been proposed to the administration for effective monitoring and disposal of staff settlement. To ensure first-in and first-out system (FIFO) with regard to payment of contractor bill as well as staff payment, a system has been initiated and is being fine tuned. In line with CVC directive a centralized complaint handling cell has been completely put into operation in the Company. By enforcing the centralized system all complaint of different nature namely employee grievances, contractor complaints, complaint received from Govt. etc are all listed at one point and are being sent to respective action area for logical disposal. The complaint handling cell is being operated under the direct supervision of Executive Director (Corporate Services) who in turn has nominated one AGM level officer of personnel Dept. to look into the same. The details of the complaints received are being sent to CVO quarterly by the officer concerned.

During the year 6 CTE type inspections were carried out by the CVO/RITES on different ongoing projects which resulted in issuance of number of corrective instructions and recoveries to the tune of Rs 4,59,901/-. During the year 63 complaint cases were investigated wherein 81 disciplinary proceedings were initiated against the delinquent officials.

CVC''s instructions on leveraging of technology were closely monitored and the vital information with regard to contractor payments, tenders, call inspection status, employees'' details, latest circulars were uploaded on the RITES website. Regular exchange of views between MD, Directors, CVO and other Sr Executives has also been established for better coordination and overall improvement in vigilance functioning.

Special attention was given to scrutiny of APRs and highest ever scrutiny of more than 250 APRs were carried out by the Vigilance Cell in 8 months.

In line with CVC guidelines Vigilance Awareness period was observed by RITES in an appropriate manner from 25th October, 2010 to 1st November, 2010 so as to meet the important goal of this campaign to educate and sensitize the people about the need for efficiency and transparency in public spending. Executive Director of Transparency International was the Guest Speaker on the occasion and emphasized on the need for eliminating corporate corruption in organizational and national interest. A Hand Book of vigilance Guidelines containing some very vital circulars was also issued to help the officials in their day to day working. During the period a workshop on fraud awareness was also organized wherein experts from M/s KPMG interacted with the RITES Officials.

PROPAGATION OF HINDI

In pursuance of official Language policy of the Govt. of India (Ministry of Home Affairs, Official Language Department) and the directions received from Railway Board from time to time, all round efforts were made to accelerate the progressive use of Hindi in official work of the company. Important documents, such as Annual Report, MOU, Circulars, Office Orders, and Minutes of the Various Meetings were prepared and issued in bilingual form. Rajbhasha Fortnight was organized from 14th September, 2010 to 28th September, 2010 ''HINDI DIWAS'' message by MD/RITES was issued to all the officials of RITES located all over India. 27 officers/ employees were awarded cash award and certificates by MD/RITES for doing their day to day work in Hindi during the period of April to September, 2010 New Year Message, Republic Day and Independence Day speeches were delivered by MD in Hindi to propagate the use of Hindi in the official work of the Company Hindi books were purchased in the library. The quarterly meetings of Official Language Implementation Committee (OLIC) were held regularly in which progress of various items of Annual Programme of the Official Language Department, Ministry of Home Affairs were discussed and reviewed. Representative of RITES also participated in OLIC Railway Board and Town Official Language Implementation Committee (TOLIC) meetings regularly All round efforts were made to achieve the targets. As a result, percentage of Hindi correspondence has increased considerably and compliance of section 3(3) of Rajbhasha Act and Rajbhasha Rule were ensured.

MEMORANDUM OF UNDERSTANDING

The company meets all the parameters for ''Excellent'' rating in its performance evaluation under the MOU signed with the Government of India for the year under consideration. However, communication from DPE in this regard is awaited.

SCHEDULED CASTE, SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The company continued to attach great importance in implementing the policies and directives of the Government of India with regard to reservations in employment to SC, ST, Other backward Class and Physically Handicapped persons. During the year 2010-11, 139 regular appointments have been made out of which 63 belongs to SC, ST and OBC Categories. Similarly during the year 394 contractual employees were recruited out of which 179 belongs to SC, ST and OBC Categories.

ISO 9001-2008 CERTIFICATION

The Company is certified to the prestigious ISO 9001:2008 certification. The certification covers all the activities and divisions of the Company. The certificate is valid till June 1, 2011 and is under renewal for further three years.

CORPORATE GOVERNANCE

A report on the corporate governance forms an integral part of this report and has been placed at ''Annexure A.''

BOARD OF DIRECTORS

The Board of Directors consists of a part-time Chairman, a Managing Director, three functional Directors, two Government nominee official Directors including part time Chairman and 4 Independent non-official Directors. The Board met seven (7) times during the year for transacting businesses.

The following Directors held office during the year:

Chairman (part-time)

Shri Sanjiv Handa Chairman (from 14.05.2010)

Whole-timeDirectors

Shri V.K. Agarwal Managing Director (upto 31.10.2010)

Shri B. K. Makhija Director Projects (Additional charge of the post of Managing Director, w.e.f 1.11.2010)

Shri Rajeev Mehrotra Director Finance

Shri Sumit Sinha Director Technical

Government nominee Directors

Ms. Reenat Sandhu Director (up to 15.03.2011)

Independent Directors

Shri A.K.Sanwalka Director (Up to 19.03.2011)

Dr. Vinayshil Gautam Director (From 29.12.2010)

Shri Vinod Somani Director (From 29.12.2010)

Shri Debidas Datta Director (From 25.03.2011)

AUDIT COMMITTEE OF DIRECTORS

The Board of Directors in their meeting held on 25.01.2010 reconstituted Audit Committee in accordance with the provisions of section 292A of the Companies Act,1956 comprising of three Directors, namely Shri A.K.Sanwalka, (Independent Director) as Chairman, Ms. Reenat Sandhu, (Govt nominee Director) & Shri B.K.Makhija, (Director Projects) as Members. As the proposal regarding appointment of Independent Director was under consideration of Ministry of Railways. The Audit Committee was re-constituted by the Board of Directors in its meeting held in November, 2010 by induction of Shri SumitSinha, Director Technical as member in place of Shri B.K. Makhija, Director Project, Member, since, he was entrusted with the additional charge of the post of Managing Director, in addition to his own duties as Director Projects.

Thereafter, Ministry of Railways vide letter dt. 29th December, 2010 appointed two Independent Directors namely, Shri Vinod Somani and Dr. Vinayshil Gautam, on the Board of RITES and with the completion of term of Shri A.K. Sanwalka on 19th March, 2011, the Board of Directors in their meeting held in March, 2011 reconstituted the Audit Committee comprising of Shri Vinod Somani, Independent Director (Chairman), Dr. Vinayshil Gautam, Independent Director and Shri Sumit Sinha, Director (Technical) as members.

However, with the induction of one more Independent Director, Shri Debidas Datta by Ministry of Railways in March, 2011, the Audit Committee was re-constituted by inducting him as member of the Audit Committee in May, 2011. The Committee is assigned with the task of overseeing the Company''s financial reporting process, review in the adequacy of internal control and audit systems, and reviewing the Company''s financial and risk management policies in addition to scrutinizing the annual financial statements before they are put up to the Board of Directors. The Audit Committee met 4 (Four) times during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, Directors of the Company confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departure from the same.

(ii) the directors have 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 or loss of the company for that period.

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors have prepared the annual accounts on a going concern basis.

SUBSIDIARIES

The Company has four Subsidiary Companies namely (i) RITES (AFRIKA) (Proprietary) Limited in Botswana, a wholly owned company, (ii) Tanzania Railways Limited in Tanzania with RITES stake in equity of 51% and 49% equity stake of Government of Tanzania and (iii) RITES Mohawarean Arabia Company Limited (RMAC) in Saudi Arabia with 76% equity stake of RITES and 24% equity stake of local associates Mohawarean Ltd and (iv) RITES Infrastructure Services Ltd a wholly owned subsidiary of RITES.

As required under Section 212 of the Companies Act, 1956, the audited balance sheet and profit and loss account along with the respective reports of the Board of Directors and the Auditors thereon of the subsidiary companies for the year ending 31st March, 2011 in respect of RITES (AFRIKA) (Proprietary) Limited, for the year ending 31st December, 2010, in respect of Tanzania Railways Limited, for the year ending 31st March, 2011 in respect of RITES Infrastructure Services Ltd forms an integral part of the annual report.

KNOWLEDGE MANAGEMENT SYSTEM

Knowledge Management System was developed and implemented in RITES as per MOU between RITES and Ministry of Railways for the year 2009-10. Knowledge Management System contains a central repository of RITES Knowledge which is developed by using software development tool called .net and is retained in a most effective manner. RITES knowledge is classified into Functional Units/Departments and areas of expertise/Key Professional Areas Sectors. The system provides detailed information of the expertise available in RITES and projects executed by RITES which are tagged with their functional areas and sectors.

During the year 2010-11, RITES Knowledge Management System has expanded by contribution from Top Management, SBU Heads, Project Leaders and employees/experts. The system has been regularly updated for content to keep it relevant and contemporary. Regular reviews and diagnostic processes of the knowledge base were conducted to ensure a valuable and effective Knowledge Management System is in place.

Knowledge Management System makes available categorized information helping in business development processes. The system has provided for sharing of valuable organizational information throughout RITES hierarchy considerably reducing effort. The system has enabled the employees to have ready access to RITES''s documented base of facts, sources of information and solutions and has helped in decision making based on multiple perspectives. The Management and Project Leaders get Knowledge of projects executed in various sectors and experts with multiple job roles and specialist field. The experts have access to the knowledge available to carry out their roles within RITES more effectively

ENVIRONMENTAL PROTECTION

The company is in consultancy services and is operating from various offices in India and abroad which have no significant impact on environment and in rendering consultancy to its clients. It ensures that rules pertaining to the environmental protection are being followed in their projects.

In RITES''s own buildings, all the relevant environmental rules are being complied with and periodic inspection are carried out to ensure continued compliance.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility emanates from the company''s mission statement. To comply with the requirement of MOU for the year 2010-11, a long-term plan on Corporate Social Responsibility (CSR) was approved by the Board of Directors in their meeting held in April, 2010. According to this plan, the thrust areas to start with will be community development with focus on education, health sanitation and clean drinking water, promotion of multi-functional complexes and similar initiatives on Indian Railways, development of backward regions/ areas of the country, preservation of national heritage and culture, promotion of sports and arts. A provision of 2-3% of the profit after tax was made for funding the projects under CSR.

During the year, construction of Multi-facility complexes for rail passengers were undertaken at six different Railway Premises at New Alipore and Kakdwip for Eastern Railway, Alipurduar for NF Railway Haldia and Ghatshila for South Eastern Railway and Manmad for Central Railway MFCs are expected to provide amenities like shops, food stalls/restaurants, PCO booths, book stalls, ATMs, Pharmacies, budget lodging etc to the transiting railway passengers and local residents and provide employment to local youth. It is expected that the number of beneficiaries of these projects will be more than 8 lakhs per year. These complexes will be completed and made operational during 2011.

RITES undertook project Navchetna which is about to enhancement of capacity of "Navchetna" school at Kishanganj, Delhi for mentally and physically challenged children through expansion of the present infrastructure. The school is run by the Northern Railway Women''s Welfare Organization (Delhi Division) where trained teachers and attendants are engaged in guiding the specially abled children from the vicinity for improving their mental and physical faculties to include them in the mainstream. After expansion, the school will be able to accommodates more children and have improved facilities. The project is expected to be completed in 2011.

Apart from the above projects, Company also sponsored the activities of NGOs and other social organizations for their activities relating to promotion of art, culture, national integrity, education, health, sports and assistance in the natural calamities. Company spent an amount ofRs 35 lakhs over and above the budget allocated for CSR on various projects related to Corporate Social Responsibility.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company is a knowledge based organization interacting at global level. The company regards its human resources as one of its prime resources. This includes professional and technical experts on deputation from the Indian Railways, State Govt/PSUs. We possess one of the largest pools of design, highway, urban transport and railway engineers.

With expansion of business activities the flow of recruitment either from open market or on deputation has been a continuous feature. About 533 recruitments had been made during the year. During the year 5974 man- days of training has been imparted to our personnel. Besides training, career development has also been taken care of with continuous process of cadre review, modification of promotion policy, guidelines and regulations, strategies for enhancing professional excellence and resource mobilization. More emphasis has been laid on recognition of excellence. A consultative committee encouraging participation of employees in management decision making as well as welfare and social security provisions which has promoted industrial peace, motivation of staff. This has made the company a model employer in the global competitive market. These efforts have kept the organization vibrant, dynamic and a market leader in infrastructure consultancy services which is equipping the company to achieve the targets as envisaged and meeting the commitment to its clients.

AUDITORS

The Comptroller &Auditor General of India appointed M/s Dinesh Mehta & Company, Chartered Accountants as Company''s Statutory Auditors for the year 2010-11. The following were appointed as Branch Auditors:

M/s Swamy & Chhabra Mumbai for Western Region

M/s H S Bhattacharjee & Co. Kolkata for Eastern Region

M/s Sankar Prasad & Co. Chennai for Southern Region

The Board would like to place on record their sincere thanks for the valuable services rendered by Statutory Auditors and the Branch Auditors.

EXHIBITIONS

The company, as a part of business strategy, participates in specialized trade exhibitions with the objective of displaying its multifarious capabilities and to explore business opportunities in the transport and infrastructure sectors. These various expositions play an important role in building business linkages and providing exposures to numerous prospective clients, high level delegations and ministerial participation. During the year company participated in the following expositions:

- 7th CII-EXIM Bank Conclave on India Afrika Project Partnership- March 27-29,2011, New Delhi

AWARDS

1. Northern Regional Award for Excellence in Exports from Engineering Export Promotion Council for the year 2008-09.

2. India Pride Award in the National PSU Category for the Year 2010 from Dainik Bhaskar & DNA for excellent contribution in nation building.

3. RITES got "First" award in Service (Medium category) PSU for excellence in Cost Service Management for the year 2010 from the Institute of Costs & Works Accountants of India (ICWAI) during their 8th National Award Presentation. This reinforces the adequacy of internal cost management practice followed by RITES in handling various types of projects which it undertakes within India and abroad.

APPRECIATION

The Directors take this opportunity to express their sincere thanks to the esteemed Clients in India & abroad, Shareholders, Central and State Governments for their consistent support to the Company and look forward to the continuance of the mutually supportive relationship in future. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees have enabled the Company to touch new heights during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Ministries of Railways, Road, Transport and Highways, External Affairs, Finance, Commerce, Urban Development, and other ministries, departments and agencies, office of Comptroller & Auditor General, Reserve Bank of India, Bankers of the Company, EXIM Bank and Indian Missions abroad, without whose active support the achievements of the Company during the year under review would not have been possible.

For and on behalf of Board of Directors

(Sanjiv Handa)

Chairman

Place: New Delhi

Dated: 26th July, 2011

---

Mar 31, 2010

The Director of your company have immense pleasure In presenting the 36 Annual Report Of your company together with the audited statements of Accounts and Auditors'' Report for the year ended 31st Mareh,2010.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year 2009-10 is given below.

(Rs in Crore)

Particulars 2009-10 2008-09

Operating Results

Total Income 623.26 672.20

Operating Turnover 555.99 537 70

Operating Expenditure 457.51 522.50

Other income 67.27 134.50

Profit Before Tax (PBT) 165.65 149.70

Income tax and Fringe Benefit Tax (68.94) (66.02)

Deferred Tax 15,24 10.60

Profit After Tax (PAT) 111.95 94 28

Appropriations

Divide including interior dividend 23.00 20 00

Dividend Tax 3.86 3.40

General Reserve 85.09 70.88

New contracts Secured 973.00 1097.00

BUSINESS PERFORMANCE

The company has secured an pirating turnover of Rs 555. 99 crores During year, an-increase of Rs 3.4 over operating turnover of Rs 537.70 crores of pervious year. The increase is due to the infrastructure development in domestic. market. The company has registered total turnover of Rs 623.26 crores an against Rs 672.20 crores of the previous year which was mainly due to the higher other income during the year 2O08-09 on account of interest income no Iraq dues of Rs 48.87 Crores and exchange gain of Rs 25.51 crores. The company has earned a profit before tax of Rs 165.65 crores during the year 2009-10. an increase of Rs 10.65 as compared to previous year of Rs 149.70 crores.

During the year, company was engaged In number of prestigious domestic assignments. These include Turnkey project of enhancement of coach production facilities - RCF Kapurthala. General Consultancy for DMRC Phase-II, Airport Express Link for Delhi. Project Management consultant for laying water transmission line for Kolkata Municipal Corporation. Detailed engineering & construction management of railway system of Durgapur including commissioning of railway system of Durgapur plant thermal power station- Damodar Valley Corporation. Detailed Project report for diversion of railway, road, transmission lines water pipelines from fire & subsidence attacked area of harrier Coalfields Including construction of Railway siding, widening, strengthening & construction of road for developing- jharia Rehabilitation Development Authority. Project Management consultancy for Integrated cheek posts along Indo - Nepal Border Bridge/tunnel design and Geo-Tech investigations for New Railway Line projects In J&k. Detailed engineering & project management consultancy for Railway Siding facilities for thermal Power plants at Ankara Harduaganj & Jhansi -utter Pradesh Rajya Vidyut utpadan Nigam Ltd.

During the year company was engaged in number of prestigious international assignments in export, lease and consultancy services Which include supply of 15 DMU train sets. 3 BG diesel locomotives. machinery & plants, construction of maintenance facilities & training Sri lanka, first time ever supply of 4 sets of AC DMU''s to PTB, Senegal, supply of 6 in service 1350 HP Locus, 20 nos. Container Rail flat Wagons and 6 nose New MG Coaches, equipments & spares to OCBN Benin and PMC for Construction of Roads In Teri Region, Nepal.

OUTLOOK

The company with brand image of the Infrastructure People" and the global and domestic experience in transportation & project management services is likely to emerge as a major beneficiary of enhanced a structure spending. Company continued to provide specialized, integrated single roof services in transportation infrastructure sector and export packages for supply of locomotives, coaches, Spark parts and modernization of workshops Company is also intending to expand the rolling stock leasing business activities in domestic market. The company is exploring business opportunities in captive railway systems in India through equity participation with other stake holders, with a main focus to prove total transportation solution as against pure consultancy assignments the company has secured new orders worth of 973 crores during the year 2009 -10.

First ever domestic leasing of shunting locomotives owned by RITES Started with Banded Thermal Power Plant. Bundle. West Bengal in .July 2009. Company has also supplied 4 more shunting locomotives for domestic leasing to various power/steel plants, ports. Further tour shunting locomotives are under manufacture.

During the year under consideration company has signed biggest ever Consultancy contract with Saudi Railway Company (SAR) for operation and maintenance of the North South Railway (NSR) network of the Kingdom of Saudi Arabia for a 235 crore.

As a part of ongoing efforts for diversification Into rehabilitation of locomotives and rolling stocks activities (i) substantive progress was achieved towards design and development of 15 BG 1400 HP DMU train set for Sri Lanka, (ii) further imputes by under taking rehabilitation of of 88 class locomotives for TRL and one GE locomotive for CCFB. Mozambique (iii) thrust on leasing segment was also maintained by securing contracts for wet lease of one 3000 HP diesel locomotive from CFM. Mozambique and dry lease of one 2300 HP locomotives from CON, Mozambique.

CAPITAL STRUCTURE

The paid-up share capital of the Company remained at Rs 40 crores as against the Authorized Share Capital of 100 crores.

DIVIDEND

Your Directors have recommended final dividend of Rs 13 crores in addition to interim dividend of Rs 10 crores paid during the year 2005-10. The total dividend pay-out for the year will amount to Rs 23 crores (i.e. 575 per share) which is 57,50 of paid up share capital of the company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year under review.

RESERVES

An amount of Rs 85.09 crores is proposed to be transferred to General Reserve by appropriation from the profits Of the company. Reserves & surplus will increase from Rs 569.8 crores at end of the previous year to Rs 654.93 crores as at 31st March, 2010.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars pursuant to Section 217 (1) (e) of the Companies Act 1956 read with the Companies (dies closure of particulars in Report of Board of Directors) Rules. 1988 are furnished hereunder.

Energy Conservation

The Company being in consultancy business has no significant consumption of energy in Its operations However in all Its designs project formulations and specification for its clients, energy conservation measures are adopted as a part of good engineering practice.

RITFS own building is equipped with energy efficient electro-mechanical systems and periodic energy audits are carried out to monitor the manures for continual improvements in conservation of energy.

Technology Absorption

The Company continues its endeavors to apply and absorb latest technology. developments and innovations In its operations, which are taking place in different areas of its business, particularly related to new design software and locomotives and coaches for export. experts of the Company are sponsored for training programmers, seminars and conferences both at home and abroad for development of technical know how, RITES experts also work along With foreign experts in many projects leading to advanced technology absorption.

Foreign Exchange Earnings and Outgo

Total foreign exchange earnings during the year under review were Rs 94 crores previous year Rs 137 crores and foreign exchange outgo were Rs 25.5 crores (previous year Rs 19 crores) respectively. This resulted In net forging exchange of Rs 68.5 crores (previous year Rs 118 crores).

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A)

The provision of Section 217(2A) of the Companies Act 1956 read with rules there under the employee in the service of the Company drawing remuneration in excess of the prescribed limit has been placed at Annexure.''

BUY BACK OF SHARES UNDER SECTION 217 {2B)

The Government of India holds all the shares in the Company and the company has not resorted to any buy-back of its shares during the year under review. As such there is nothing to report under section 217 (2B) of the Companies Act,1956.

PRESIDENTIAL DIRECTIVE

Presidential Directive dated 24th April, 2009 issued by Ministry of Railways was received in respect of distribution of jurisdiction of works and export of works Rolling Stock between RITES International L.t.d.

VIGILANCE

This year too, our emphasis tars been on preventive vigilance rather than punitive vigilance. Accordingly 14 system improvements were issued in different spheres of project management, quality assurance, finance and personnel 11 CTE type inspections were carried out at different on-going project sites which resulted in issuance of number of corrective instructions with substantial recoveries.

CVC''s instructions on leveraging of technology were closely monitored and it was ensured that all tender being invited are uploaded on RITES Web site. Regular exchange of views between MD. CVO. Directors and other senior Executives has also been established for batter coordination and overall improvement in vigilance functioning Two training programmers for IOs and PQs were also organized. Similarly for effective implementation of indignity pact awareness training programmed was conducted in which officers of different SBUs participated. late Shri subir Raha, CMD/ONGC was the man speaker on the occasion.

As a part of vigilance awareness week, a debate on the logic Do ethics impede. of accelerate business development was organized Dr.vinay Shri Gautama. Head of Dept of Management Studies/IIT Delhi interacted with RITE5 Officers and Staff.

To integrate contract engineers into main stream functioning and to enable project head to confidently assign them responsibility with financial implication, a fidelity insurance policy covering 504 contract engineers with the insurance liability of Rs 25 crores @ 5.00 lakh per engineer has been introduced at the suggestion of RITES Vigilance.

PROPAGATION OF HINDI

As par official Language policy of the Govt of India(Ministry of Home Affairs, Official Language Department) and the directions received from Railway Board from time to time, all round efforts were made to acetate the progressive use of Hindi in official work of the company. Important documents, such as Annual Report, notes for various committees and the RITES Journal "Again Take'' etc., were prepared and published from Rajbhasha fortnight was organized from 14th September to 29th September. 2009 and 7 Hindi competitions were held during the year In which 56 officers/ employees took part and out of them 21\ officers/ employees were awarded prizes and certificates New year Massage. Republic Day and Independence Day speeches were delivered by MD in Hindi to propagate the use of Hindi in the official Work of the Company, Hindi books were purchased in the library. HRM manual was published In Bilingual Life. Hindi & English the meeting of Official Language, implementation Committers ware held regularly and the annual programmer of the official Language.

Department of Ministry of Home Affairs was discussed In the meetings and all round efforts were made to achieve the targets. As a result, percentage of Hindi correspondence has increased considerably and compliance of section 3{3) and Rule were ensured.

MEMDRANDUM OF UNDERSTANDING The company meets all the parameters for ''Excellent'' rating in its permanence evaluation under MOU) signed with the Government of India for the year under consideration. However, communication from DPE in this regard is a waited.

SCHEDULED CASTE. SCHEDULED TRIBES AND OTHER BACKWARD CLASSES

The company continued to attach great importance in implementing the policies and directives of the Government of India with regard to reservation In employment to SC. ST, Other backward Class and physically Handicapped persons. During the year 2009.10. 50 regular appointments have been made out of which 20 belong to reserved category Similarly during the year 201 contractual employees were recruited out of which 87 belongs to SC. ST and OBC Categories. A Special recruitment drive was also conducted to fill up the backing of vacancies of SC/ST Categories As a result to this 12 SC and 23 ST (totaling to 35) candidates have been selected and offer of appointment to these candidates have already been issued.

ISO 9001-2008 CERTIFICATION

The Company is certified to the prestigious ISO 9001-2008 certification The certification covers all the activities and divisions of the Company. The certificate is valid fill June 1. 2011.

CORPORATE GOVERNANCE

A report on the corporate governance forms an integral part of this report and has been placed at ''Annexure A.''

BOARD OF DIRECTORS

The Board of Directors consists of a part-time Chairman, a Managing Director, three functional Directors, two Government nominee official Directors, including part time Chairman and one independent non-official Directors. The Board met eight (B) times during the year for transacting businesses.

The following Directors held office during the year.

Chairman (part-time)

Shri sanjiv Handa Chairman (From 14-05-2010)

Shri Praveen Kumar Chairman (Up to 31-03-2010)

Whole-time Directors

Shri V.K Agarwal Managing Director

Shri Anil Madan Director Technical (up to3l.10.2009)

Shri B.K Makhija Director Projects

Shri Rajeev Mehrotra Director Finance

Shri Sumit sinha Director Technical (From 27.01.2010)

Government nominee Directors

Shri Virendra Gupta Director (up to 05-05-2009)

Ms Reenat Sandhu Director (From 04-06-2009}

Independent Directors

Dr.Devi singh Director (up to 31.10.2009)

Shri D.P Tripathi Director (up to 31.10.2009)

Shri Prem Saigal Director (up to 31.10.2009)

Shri A.K.Sanwalka Director

AUDIT COMMITTEE OF DIRECTORS

The earlier Audit Committee of the Board of Directors comprised of three Independent Directors, namely Dr. Devi Singh (Chairman), Shri D.P.Tripathi (Member) and Shri Perm Saigal (Member) and tenure of appointment was over on 31.10.2009. As the proposal regarding appointment of independent Directors was under consideration of Ministry of Railways and the company was required to comply with the provisions of section 292A of the companies Act, 1956, the Board of Directors in their meeting held on 25.01.2010 reconstituted Audit Committee in accordance with the provisions of section 292A of the companies Act. 1956 comprising of three Directors namely Sh A.K.Sanwalka (independent Director) as Chairman, Ms Reenat Sandhu (Govt nominee Director) as Member & Sh B.K.Makhija, (Director Projects) as Member The Committee is assigned with the task of overseeing the Company''s financial reporting process, reviewing the adequacy of internal control and audit systems, and reviewing the Company''s financial and ask management policies in addition to scrutinizing the annual financial statements before they are to the Board of Directors. The Audit Committee met five (5) times during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) at The Companies Act,. 1956. Directors of the Company confirm that;

(i) In the preparation of the annual accounts the applicable accounting standards have been followed and that there are no material departure from the same. (ii) The directors have 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 air view of the State of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of accounting records in accordance With the provisions of the Act'' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) The directors have prepared the annual accounts on a going concern basis.

SUBSIDIARIES

The Company has two Subsidiary Companies namely RITES (AFRIKA) (Proprietary) Limited in Botswana, a wholly owned company and Tanzania Railways Limited in Tanzania With 51% equity stake and 49% equity stake IS with Government of Tanzania.

As required under Section 212 of the Companies Act. 1956, the audited balance sheet and profit and loss account along with the respective reports of the Board of Directors and the Auditors thereon of the subsidiary companies for the year ending 31st March 2010 in respect of RITES (AFRIKA) (Proprietary) Limited and for the year ending 31 is December. 2009, in respect of Tanzania Railways Limited form an integral part of the annual report.

KNOWLEDGE MANAGEMENT SYSTEM

Knowledge Management software System was developed and implemented in RITES as per MOU between RITES and Ministry of Railways for the year 2009-10. it mainly provides Information on RITES as a whole. experience profile of each division of RITES, detailed information of our experts like qualifications, trainings and work experience, details of the projects undertaken by RITES like what was the project, its client. duration. names of experts who worked for its execution and details Of report produced etc. The key functional areas/areas of expertise were classified into a group of sectors/ sub-sectors This information was collected and stored in the database prepared for this purpose. The system was developed by using software development tool called .net and implemented in RITES.

User can access the stored information using key words which can be entered or dragged and dropped A search facility Is also provided for searching experts. projects and project. reports on sectors/ departments./Experts/ profiles .are available ''to users at the click of button. The users of the level of Department Head can view the experts/projects profiles of Employees of his department The data in the system is reviewed regularly as changes in the profiles of experts/projects/reports take place regularly.

ENVIRONMENTAL PROTECTION

The company is in consultancy services and is Operating from various offices in India and aboard which have no significant impact on environment and in rending consultancy to its clients, it ensures that rules pert aging to the environmental protection are being followed In their projects in RITES own budding, all the relevant environmental rules are being complied With and periodic inspection are carried out to ensure continued compliance.

CORPORATE SOCIAL FIESPONSIBILITY

Corporate social responsibility emanates from the company''s mission statement In the MOU for the year 2010-11 darting of a long - term plan on Corpora Social Responsibility was initiated. There is a proposal for allocating funds for CSR activities and projects as per OPE guidelines Company discharges its responsibility towards the society by involving itself as a consultant. project managers In the projects relating to development of rural and remote areas of the country. As a part of its Consultancy. social management plans of company advocates for poverty alleviation activities such a setting of futilities like schools. hospitals, dispensaries, water Shed management forestation programmers and fuel substitution in project affected areas. Company sponsored the activities of rural and other social organizations for their activities relating to promotion of art, culture national Integrity, education. health. sports and assistance in the natural calamities. Company spent an amount of Rs 35 lakhs on venous projects related to Corporate Social Responsibilities.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company is a knowledge based organization interacting at global level. The company laggards Its human resources as one of its prime resources This includes professional and technical experts on deputation from the Indian Railways. State Govt/PSUS We possess One of the largest pools of design, highway, urban transport and railway engineers.

With expansion of business activities the flow of recruitment either from open market or on deputation has been a continuous feature. About 338 recruitments had been made during the year. During the year 4548 man- days of training has been imported to our personnel. Besides training, career development has been taken care of with continuous process of cadre review, modification of promotion policy, guidelines and regulations strategies for enhancing professional excellence and resource mobilization More emphasis has been laid on recognition of excellence. A consultative committee encouraging participation of employees in management decision making as well as welfare and social security provisions which has promoted Industrial peace. motivation of staff This has made the company a model employer in the global competitive market. These effect have kept the organization vibrant, dynamic and a market leader In infrastructure consultancy services which is equipping the company to achieve the targets as envisaged and meeting the commitment to its clients.

AUDITORS

The Comptroller & Auditor General of India appointed M/s Dinesh Mehta & Company. Chartered Accountants as Company''s Statutory Auditors for the year 2009-10. The following were appointed as Branch Auditors,

M/s Swamy & Chhabra Mumbai tor western Region

M/s H.S Bhattacharjee & co Kolkata for Eastern Region

M/s Sankar Prasad & Co. Chennai for Southern Region

The Board would like to place on record their sincere thanks for the valuable services rendered by Statutory Auditors and the Branch Auditors.

EXHIBITIONS

The company, as a part of business strategy, participates in specialized trade exhibitions with the objective of displaying its multifarious capabilities and to explore business opportunities in the transport and infrastructure sectors These various expositions play an important role In building business linkages and providing exposures to numerous prospective clients, high level delegations and ministerial participation During the year company participated in the following expositions:

- The 6th CII - EXIM Bank conclave on India Africa Partnership (March 14-16.2010), New Delhi.

- 8th international Railway Equipment Exhibition (IRRE) August 24- 26,2009).New Delhi.

Diyata Kirula exhibition, Kandy (Sri Lanka) to commemorate the independence Day of Sri Lanka (February 4-10,2010)

AWARDS

1. Regional Awards For Excellence in Exports from Engineering Export Promotion Council for the year 2007-08.

2. Performance excellence award from Indian Institute of Industrial Engineering for the Year 2007-08

3. Finalist of Stevie Award for Best customer Service. organization for the year 2009 given by international Business Awards.

APPLICATION

The Directors Take this opportunity to express their sincere thanks to the esteemed Clients in India & abroad. Shareholders, Central and State Governments for their consistent support to the Company and look forward to the continuance to the mutually supportive relationship In future. The Directors also wish to place on record their appreciation of the hard work. dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees have enabled the Company to touch new heights during the year.

ACKNOWLEDGEMENTS

Your directors would like to express their appreciation For the assistance and ca-operation received from the Ministries of Railways. Road Transport and Highways, External Affairs, Finance Commerce Urban Development, and other ministries, departments and agencies, office of Comptroller & Auditor General. Reserve Bank of India, Bankers of the Company EXIM Bank and Indian Missions abroad, without whose active support the achievements of the Company during the year under review would not have been possible.

For and on behalf of Board of Directors

Place : New Delhi (Sanjiv Handa)

Dated: 25th August, 2010 Chairman