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:

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:

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.

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.

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