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)

'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:

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:

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