The Directors present the 52^nd Annual Report of RITES Limited (the Company or RITES) along with the audited financial
statements for the financial year ended March 31, 2026 and Auditor's Report thereon.

Financial Highlights

The financial performance during the year under review (FY25-26) as compared to the previous year is summarised below:

(H in crore)

The Financial Year 2025-26 marked a phase of resilient execution and broad-based growth for RITES. Building on its established
engineering and consultancy strengths, the Company sharpened its focus on high-value project consultancy, export revival,
strategic partnerships and technology-enabled delivery. During the year, RITES continued to strengthen its domestic and
international presence while responding effectively to evolving market requirements across transport infrastructure, logistics
and allied sectors.

During FY25-26, the Company recorded a consolidated total revenue of H2,525 crore, with operating revenue of H2,415 crore,
and Profit After Tax (PAT) of H454 crore. Consolidated operating revenue grew by about 10% year-on-year and PAT increased
by 7.3%, reflecting improved execution, a better revenue mix and sustained operational discipline. EBITDA also improved to
H568 crore, with margins remaining healthy at 23.5%. On a standalone basis, the Company achieved a total revenue of H2,426
crore, and a profit after tax of H401 crore.

The Company ended the year with an all-time high order book of
H9,416 crore as on March 31, 2026, providing strong visibility for
future revenues. During the year, the Company continued to maintain
a strike rate of securing one order a day, thereby underscoring the
continued trust of clients across consultancy, turnkey, leasing and
export businesses.

With a growing emphasis on integrated, resilient and sustainable
transport networks, RITES is well positioned to benefit from
opportunities in technical consultancy, asset-light project execution
and the export of indigenously developed rolling stock. Guided by its
ADAPT framework and supported by a strengthened workforce, the
Company continues to demonstrate agility, innovation and operational
resilience, positioning itself for sustained growth in the years ahead.

State of Company’s Affairs & Outlook

FY 25-26 was a year in which focused execution and strategic
adaptability translated into improved performance across RITES'
major business lines. Project Consultancy remained the principal
revenue driver, contributing H1,185 crore and reaffirming its central
role in the Company's operating model. The Turnkey and Leasing
verticals also delivered steady contributions of H602 crore and
H172 crore, respectively, reflecting RITES' ability to execute diverse
assignments with consistency.

One of the most notable developments during the year was the
revival of the Export segment, which generated revenues of H316
crore after a period of subdued activity. This recovery was led by
the successful supply of all 10 cape-gauge locomotives to CFM
Mozambique under a globally competitive mandate, marking an
important validation of RITES' international execution capabilities.
Bolstering our global footprint, RITES has successfully secured a
major H915 crore contract to supply 200 broad-gauge passenger
coaches to Bangladesh Railway. Project execution is advancing on

schedule, with the initial delivery of a 20-coach rake slated for the
forthcoming financial year. The Company also continued its outreach
across Africa, South Asia and other overseas markets under its RITES
Videsh initiative, strengthening its global positioning.

RITES further expanded its collaborative footprint through strategic
MoUs and partnerships with the Government of Botswana, CONCOR,
SAIL, and DP World. These engagements broadened the Company's
capabilities in railway modernisation, logistics infrastructure,
locomotive leasing, data-driven advisory and integrated transport
solutions. The strategic shift toward collaborative and higher-margin
consultancy opportunities helped offset external pressures and
reinforced the Company's focus on high-impact, scalable execution.

The Company's subsidiaries and joint ventures, including REMC
Limited, SAIL-RITES Bengal Wagon Industry Private Limited
(SRBWIPL) and RITES (Afrika) (Proprietary) Limited, continued to
contribute to consolidated performance during the year. These
entities supported RITES' wider capabilities in green energy
procurement, wagon manufacturing and international project
delivery, adding resilience and depth to the overall business portfolio.

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
total income of H162.74 crore and profit after tax of H90.15 crore during
the year. It paid an interim dividend of H65.10 crore (H6.20 per share)
and the REMC's Board of Directors has recommended final dividend of
H17.85 crore (H1.70 per share), subject to the approval of shareholders.

During the financial year, RITES' Joint Venture, SAIL-RITES Bengal
Wagon Industry Private Limited, manufactured 1089 wagons (954
BOXNHL and 135 BOXNR). It clocked total income of H379.44 crore
and profit after tax of H 22.59 crore. An interim dividend of H14.40 crore
(H3.00 per share) was distributed.

RITES' foreign subsidiary, RITES (Afrika) (Proprietary) Limited, based in
Botswana, has maintained its presence through project execution in
the region. It achieved a turnover of BWP 0.79 million (H0.52 crore) and
a net loss after tax of BWP 1.21 million (H0.79 crore) during FY25-26.

As the nation progresses toward Viksit Bharat@2047, RITES is
actively enabling the next generation of transport infrastructure. Our
diversified expertise, technical depth, growing international presence,
and forward-looking strategy perfectly align with India's focus on
sustainable mobility, green infrastructure, enhanced logistics, and
digital transformation. Looking ahead to FY2026-27, we expect to
deliver another year of robust operational expansion backed by our
rich legacy of engineering precision and strict execution discipline.

Change in the Nature of Business

There was no change in the nature of business of the Company
during FY25-26.

Reserves

The Reserves & Surplus of the Company as on 31.03.2026 stand at
H2,083.85 crore against H2,052.70 crore in the previous year. During
the FY 2025-26, the Company has not transferred any amount
to the Reserves.

Dividend

Based on your Company's performance, the Directors have declared
three interim dividends, during FY25-26, aggregating to H5.20 per
equity share. They have also recommended a final dividend of H2.75
per equity share. If approved, the total dividend for FY25-26 amounts
to H382.08 crore (i.e. H7.95 per share), which is 79.50% of paid-up
share capital of the Company.

The total dividend paid during the year works out to be H377.27 crore
which includes H127.36 crore as the final dividend for FY24-25 and
H249.91 crore as interim dividends for FY25-26.

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 athttps://www.ntes.
com/Upload/upload/misc/Balancesheet/Dividend-Distribution-
Policv070619.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 FY25-26.

Material Changes and Commitments Affecting the
Financial Position

There have been no material changes or commitments affecting the
financial position of the Company during FY25-26 or after the end of
the financial year up to the date of this report.

Capital Structure

The Authorised share capital of the Company is H600.00 crore, and
Paid-up share capital is H480.60 crore. During the FY 2025-26, there
was no change in the capital structure of the Company.

Bonus Suspense Account 2024

The Company has shares in Bonus 2024 Suspense Escrow Account
and the details of this account as on March 31, 2026 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. The details of amount due for transfer to IEPF and
details of unclaimed dividend are available on the Company website.
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) with DPE (on
Consolidated Basis)

Evaluation of MoU performance (on Consolidated Basis) for the Year
2024-25 as per Department of Public Enterprises (DPE) parameters
is finalized and the Company secured a rating of “Very Good” for the
year 2024-25 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 Memorandum of Understanding (MoU) with
the Ministry of Railways for 2025-26 and its evaluation is under
process with DPE.

The MoU for FY25-26 includes the following parameters along with
their compliance status, as under:

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, 9, 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, 2026, the Company had 9 Directors
comprising four (4) Functional Directors, three (3) Independent
Directors and two (2) Government Nominee Directors as per
details given below:

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

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

• Mr. Krishna Gopal Agarwal, Director (Finance)

(DIN: 10239667)

• Mr. Prem Singh Meena, Director (Projects)

(DIN: 10855590)

• Mr. Jayant Kumar, Government Nominee Director

(DIN: 07179274)

• Mr. Vinod Kumar, Government Nominee Director

(DIN: 03278897)

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

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

• Dr. Dineshananda Goswami, Independent Director

(DIN: 09394294)

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)

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

• Mr. Prem Singh Meena, Director (Projects)
(DIN: 10855590)

• Mr. Jayant Kumar, Government Nominee Director
(DIN: 07179274)

• Mr. Atul Singh, Government Nominee Director
(DIN: 11747888)

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

2 Key Managerial Personnel (KMP) (Section 203 of the

Companies Act, 2013):

During the year under review, there were three (3) changes in
the Key Managerial Personnel (KMP) of the Company. Mr. Arun
Kumar Singh, Director (Projects), ceased to hold office w.e.f.

05.05.2025 upon his resignation, following which Dr. Deepak
Tripathi, Director (Technical), was entrusted with the additional
charge of Director (Projects) till 19.03.2026, subsequently
Mr. Prem Singh Meena was appointed as Director (Projects)
w.e.f. 19.03.2026. Further, Mr. Ashok Mishra ceased to be the
Company Secretary with effect from 19.03.2026 upon his
resignation, and Mr. Nikhil Agarwal was appointed as Company
Secretary w.e.f. 19.03.2026.

Accordingly, the Key Managerial Personnel of the Company
as on 31.03.2026 comprised Mr. Rahul Mithal, Chairman &
Managing Director and Chief Executive Officer, Dr. Deepak
Tripathi, Director (Technical), Mr. Krishna Gopal Agarwal,
Director (Finance) and Chief Financial Officer, Mr. Prem
Singh Meena, Director (Projects) and Mr. Nikhil Agarwal,
Company Secretary.

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

Appointment of Directors, including Independent Directors, is
made by the Government of India from a pool of professionals.

The Appointment/ Cessation/ Change of Directors and

KMPs during the FY25-26 and till the date of report is

mentioned below:

• Mr. Likha Togu (DIN: 09470640) was appointed as
Independent Director on the Board of the Company w.e.f.

15.04.2025 for a period of one year. Further, he ceased
to be Director of the Company w.e.f. 15.04.2026 on
completion of his tenure.

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

05.05.2025 upon his resignation.

• Mr. Rajbir Sharma (DIN: 11105411) was appointed as
Independent Director on the Board of the Company w.e.f.

14.05.2025 for a period of three years.

• Dr. Dineshananda Goswami (DIN: 09394294) was
appointed as Independent Director on the Board of the
Company w.e.f. 07.07.2025 for a period of one year.
Further, he ceased to be Director of the Company w.e.f.

07.07.2026 on completion of his tenure.

• Ms. Purnima Kerketta (DIN: 11192904) was appointed as
Independent Director on the Board of the Company for a
period of 3 years w.e.f. 13.07.2025. Further, she resigned
from Board of the Company w.e.f. 24.02.2026 due to
personal reasons.

• Mr. Sandeep Jain (DIN: 09435375), Government
Nominee Director ceased to be Director of the Company
w.e.f. 22.08.2025 upon his transfer from the post.

• Mr. Jayant Kumar (DIN: 07179274) was appointed as
Government Nominee Director on the Board of the
Company w.e.f. 17.10.2025.

• Mr. Shailendra Singh (DIN: 07083410), Government
Nominee Director ceased to be Director of the Company
w.e.f. 01.02.2026 upon superannuation.

• Mr. Vinod Kumar (DIN: 03278897) was appointed as
Government Nominee Director on the Board of the
Company w.e.f. 25.02.2026. Further, he ceased to be
Director of the Company w.e.f. 04.05.2026 upon his
transfer from the post.

• Mr. Prem Singh Meena (DIN: 10855590) was appointed
as Director (Projects) on the Board of the Company
w.e.f. 19.03.2026.

• Shri Ashok Mishra (M. No. F6411), Company Secretary
ceased to be Company Secretary and Compliance Officer
of the Company w.e.f. 19.03.2026 upon resignation.

• Shri Nikhil Agarwal (M. No. A42626) was appointed
as Company Secretary and Compliance Officer of the
Company w.e.f. 19.03.2026.

• Mr. Atul Singh (DIN: 11747888) was appointed as
Govt. Nominee Director on the Board of the Company
w.e.f. 29.05.2026.

4. Number of Meetings of the Board

During FY25-26, seven (7) 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 FY25-26, 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

Seven Board-level Committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Risk Management Committee,
Corporate Social Responsibility Committee, Project Investment
Committee and Committee of Directors for Transfer of Shares
to IEPF 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
Board's 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 Board's 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 i.e. Ministry of Railways.

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 Directors will
be liable to retire by rotation.

Accordingly, one-third among all other Directors shall retire
by rotation. Accordingly, Dr. Deepak Tripathi having DIN:
10090267 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(3)(c) of the Companies Act, 2013,
the Directors hereby confirm that:

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

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

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

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

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

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

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

All contracts / arrangements / transactions entered by the Company
during FY25-26 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 out 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.

Further, 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 liquidation.

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

As on March 31, 2026, the Company has two Associates
namely MMG-Metro Management Group Limited (MMG)
(24.5% holding) and Elicius Energy Private Limited (EEPL) (13%
holding). However, MMG-Metro Management Group Limited
was voluntarily dissolved in April, 2026, and the RITES has
written off its investment in MMG.

Auditors

The Comptroller & Auditor General of India has appointed M/s. S. R.
Goyal & Co., Chartered Accountants, as Statutory Auditor for FY25-26.

The Statutory Auditor's Report for FY25-26 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 FY25-26.

Frauds Reported by the Auditor

During the year under review, none of the Auditors have reported
to the Audit Committee or the Board, under Section 143(12) of
the Companies Act, 2013 any instances of fraud committed by the
Company or on the Company.

Secretarial Audit Report

The Company has appointed M/s. Agarwal S. & Associates, Company
Secretaries to conduct Secretarial Audit for the FY25-26. 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.

With regard to number of Independent Directors & Woman
Independent 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 the Ministry of Railways
to induct Independent Directors & Woman Director to ensure the
proper composition of the 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 containing a para on
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 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, does so 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 H11.80 crore was utilised during FY25-26
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

As a consultancy organization, RITES' operations are primarily office-
based and do not involve energy-intensive manufacturing activities.
Nevertheless, the Company remains committed to the efficient
utilization of energy and conservation of natural resources through
various sustainability initiatives across its offices and campuses.

RITES' decarbonisation journey is supported through green buildings,
operational energy efficiency, green IT initiatives and renewable
energy transition. During the year, focused efforts were made to
enhance energy efficiency through a combination of operational
improvements and infrastructure upgrades aimed at optimising
energy consumption, reducing carbon emissions and supporting
national energy conservation goals while ensuring environmental,
financial and human capital efficiency.

Energy Efficiency and Optimisation

The Company continued to implement various measures to improve
energy performance across its facilities, including:

• Development of new offices in accordance with green building
standards and adoption of innovative technologies.

• Optimisation of operational energy efficiency through real-time
monitoring and intelligent control systems through building
management system.

• Upgradation and replacement of legacy equipment and utilities
with energy-efficient alternatives.

As a result of these initiatives, the following achievements were
recorded during the year:

• Reduction in overall energy consumption by
approximately 1.42%.

• Increase in renewable energy utilisation by approximately 222%.

• Reduction in diesel consumption by approximately 59% at
Shikhar and Srijan.

Steps Taken for Energy Conservation

Solar Power Deployment

In furtherance of RITES' commitment towards energy conservation
and adoption of renewable energy sources, a rooftop solar power
plant of 120 kWp capacity was installed and commissioned at the
newly constructed Regional Project Office, Lucknow.

Further augmentation of the existing solar infrastructure is under
progress through enhancement of rooftop solar capacities at:

• Shikhar: from 25 kWp to 70 kWp

• Srijan: from 10 kWp to 18 kWp

In addition, rooftop solar power plants aggregating 138 kWp capacity
were commissioned at the Regional Project Office, Kolkata and
Vishranti (Rest House), Gurugram. These initiatives strengthen the
Company's renewable energy portfolio and reinforce its commitment
towards sustainable operations, reduction of carbon footprint and
alignment with the Government of India's clean energy and green
growth objectives.

Smart Energy Management Systems

Both newly constructed offices, including Kolkata and Lucknow, have
been equipped with advanced Building Management Systems for
real-time monitoring and control of building services. Smart metering
systems and DALI sensor-controlled lighting have also been deployed
to optimise energy consumption.

Energy-efficient motors and equipment compliant with the Energy
Conservation Building Code (ECBC) standards have been installed to
further enhance operational efficiency.

Operational Controls

Group-controlled elevator systems have been installed in all
newly constructed offices and Shikhar to optimise lift operations,
minimise passenger waiting time and reduce energy consumption
during peak hours.

The lifts at Shikhar are further integrated with cloud-based monitoring
systems that enable predictive maintenance by continuously tracking
operational performance, reducing unplanned downtime and
enhancing passenger safety.

Other Cost Optimisation Measures

Additional energy conservation measures undertaken during
the year include:

• Maximisation of natural daylight utilisation.

• Maintaining air-conditioning temperatures in the

range of 24-25°C.

• Sealing of doors and windows to minimise cooling losses.

• Regular preventive maintenance of air-conditioning systems
and electrical equipment.

• Reduction of plug-load demand through shared use of
appliances and equipment.

Capital Investment on Energy Conservation Equipment

To further strengthen energy efficiency and operational reliability,
RITES has initiated the upgradation and replacement of legacy
infrastructure, including HVAC systems, firefighting systems and
diesel generator sets.

The implementation of advanced Building Management Systems also
forms part of this infrastructure modernisation programme.

In addition, augmentation of rooftop solar capacities at Shikhar and
Srijan is has been completed.

Water Management

RITES continues to focus on sustainable water management through
reduction of freshwater withdrawal, enhancement of water-
use efficiency, wastewater treatment and reuse, and rainwater
harvesting initiatives.

All newly developed campuses have been designed with provisions for
improved water efficiency, rainwater harvesting, sewage treatment
and water recycling systems.

Key initiatives undertaken include:

• Maintenance of rainwater harvesting systems, groundwater
recharge structures and recharge pits.

• Operation and maintenance of sewage treatment plants and
recycled water infrastructure.

• Regular monitoring of water quality parameters.

• Installation of water-efficient fixtures, including low-flow
faucets and sensor-based taps.

Waste Management

RITES promotes responsible waste management through waste
minimisation at source, segregation, recycling and environmentally
sound disposal practices.

The Company remains committed to circular economy principles
through responsible management of e-waste, battery waste and other
regulated wastes by engaging authorised recyclers and resellers for
recovery, recycling and reuse. Efforts are also being made towards
advancing zero-waste-to-landfill practices across operations.

Key initiatives include:

Compliance with prescribed management practices for hazardous
waste, e-waste and other regulated waste streams.

Segregation of waste at source and promotion of recycling and
resource recovery.

Engagement with authorised agencies for environmentally compliant
disposal and recycling.

Biodiversity Conservation:

RITES is committed to conserving, preserving and enhancing
biodiversity through various greening initiatives across its
campuses and offices.

The key measures undertaken include:

• Development and maintenance of nurseries and indoor
plant installations.

• Organisation of plantation drives and implementation of the
“Greening the Office” programme.

• Enhancement of green cover within office premises to improve
environmental quality and employee well-being.

Technology Absorption

Technology continues to be a key driver of innovation, operational
excellence, and sustainable growth at RITES. During the year, the
Company strengthened its technology ecosystem by integrating
advanced digital engineering practices, Artificial Intelligence (AI),
Industry 4.0 technologies, intelligent automation, and data-driven
solutions across its business verticals. These initiatives are aimed at
enhancing project delivery, improving quality and safety, increasing
operational efficiency, and creating new technology-enabled service
offerings for clients.

Recognizing the transformative potential of Artificial Intelligence,
RITES launched the #AIReady RITES initiative to build an intelligent,
innovative, and future-ready organization. The initiative seeks to
promote AI awareness, strengthen institutional capabilities, enable
data-driven decision-making, and foster responsible adoption of
emerging technologies across the organization.

A major milestone during the year has been the establishment
of the Abhikalp - Centre of Excellence (CoE), envisioned as the
central innovation hub for Artificial Intelligence and allied Industry
4.0 technologies. The Centre aims to accelerate the adoption of AI,
Digital Twin, Building Information Modeling (BIM), Computer Vision,
Internet of Things (IoT), Augmented Reality (AR), Virtual Reality (VR),
3D Printing, advanced analytics, and intelligent automation across
engineering consultancy, quality assurance, project monitoring, and
enterprise support functions. It will serve as a collaborative platform
for developing, validating, and demonstrating technology-driven
solutions before their large-scale deployment across RITES and for
client projects.

The Company has initiated the development of PARAKH, an AI-
enabled platform for appraisal and evaluation of Detailed Project
Reports (DPRs). The platform is designed to assist domain experts
in analyzing complex technical, financial, environmental, contractual,
and regulatory documents through intelligent document processing,
automated validation, knowledge retrieval, and decision-support
capabilities, while maintaining a human-in-the-loop approach for
critical technical assessments.

In the field of Quality Assurance, RITES has continued to advance AI-
based inspection systems. VISTAR (Visual Inspection System Through
AI for Rails) leverages computer vision and artificial intelligence to
support automated inspection of rails by detecting surface defects
with enhanced speed, consistency, and accuracy. Similar AI-
enabled visual inspection solutions are being explored for other
safety-critical railway components, further strengthening RITES'
inspection capabilities.

The Company is also expanding the application of Structural
Health Monitoring Systems (SHMS) for continuous monitoring of
bridges, buildings, tunnels, and other critical infrastructure assets.
By integrating sensors, IoT, analytics, and AI-based predictive
models, SHMS facilitates real-time condition assessment,
predictive maintenance, improved asset reliability, and enhanced
lifecycle management.

Technology absorption has also been strengthened through the
development of enterprise digital platforms and AI-powered internal
solutions. AI-based digital assistants, including Tele Sathi, IT Sathi,
HR Sathi, and Query Sathi, are being implemented to improve
employee services, automate routine processes, enhance knowledge
management, and improve organizational productivity. Digital
workflows, SAP-based enterprise systems, analytics dashboards,
intelligent document processing, and workflow automation continue
to strengthen governance, transparency, and operational efficiency.

Across engineering business verticals, RITES has expanded the use
of advanced digital technologies including Building Information
Modeling (BIM), Digital Twin, GIS, drone-based surveys, LiDAR
mapping, cloud-based collaboration platforms, advanced simulation
tools, and 3D Printing. These technologies are being utilized for
infrastructure planning, engineering design, digital visualization,
project monitoring, quantity estimation, asset management, and
lifecycle optimization across railways, highways, bridges, buildings,
airports, ports, and urban infrastructure projects.

The Company is also exploring AI-enabled solutions for tender
intelligence, bid management, engineering knowledge management,
predictive analytics, computer vision-based inspection, document
intelligence, and digital decision-support systems to enhance
business development and improve project execution capabilities.

Recognizing that technology transformation is driven by people,
RITES has undertaken significant initiatives towards AI literacy
and digital capability development. Organisation-wide training
programs on Artificial Intelligence, Generative AI, Microsoft Copilot,
Prompt Engineering, and emerging digital technologies have been
conducted to build awareness and enhance workforce readiness.
The introduction of AI Ambassadors across departments is expected
to further accelerate innovation, facilitate adoption of emerging
technologies, and promote a culture of continuous learning.

Through sustained investments in technology absorption, digital
innovation, and capability development, RITES continues to
strengthen its position as a technology-enabled multidisciplinary
engineering consultancy. The Company remains committed to
leveraging emerging technologies to deliver smarter, safer, more
sustainable, and future-ready infrastructure solutions while creating
long-term value for its clients and stakeholders.

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
H369.73 crore (previous year H54.73 crore) and foreign exchange
outgo was H83.91 crore (previous year H27.90 crore). This resulted
in net foreign exchange earnings of H285.82 crore (previous
year H26.83 crore).

Environment Protection

RITES demonstrates a strong commitment to sustainability by
embedding environmental responsibility, resource efficiency, and
green practices across its operations and consultancy services. The
organization promotes eco-friendly development through initiatives
in renewable energy, energy-efficient systems, green buildings,
sustainable water and waste management, and digitalization aimed at
reducing environmental impact.

As a leading infrastructure consultancy, RITES undertakes Feasibility
Studies, Detailed Project Reports (DPRs), and Environmental & Social
Impact Assessments (ESIAs) in compliance with national regulations
issued by the Ministry of Environment, Forest and Climate Change
(MoEF&CC) as well as international standards prescribed by agencies
such as the World Bank, ADB, JICA, and EIB. This ensures that
sustainability objectives and mitigation measures are integrated
throughout the entire project lifecycle.

In line with its sustainable development vision, RITES has expanded
its expertise into areas such as solid and used water management,
clean air initiatives, ESG and BRSR activities, pollution control,
lake and river rejuvenation, net-zero studies, wetland management
planning, green and environmental compliance audits, eco-sensitive
zone management plans, and green mobility solutions.

The Company's sustainability-driven approach is further
strengthened through strategic collaborations with institutions
including Indian Institute of Technology Kanpur for air quality
management, Indian Institute of Technology Madras for green
hydrogen and clean energy innovation, and National Institute of Solar
Energy for renewable energy initiatives. RITES also functions as the
Technical Support Unit under Swachh Bharat Mission-Urban 2.0 for
the Ministry of Housing & Urban Affairs, contributing to legacy waste
management, sludge treatment, water reuse, and standardization of
urban sanitation systems.

Beyond consultancy services, RITES has incorporated sustainability
into its own organizational practices. Its Gurugram office complex,
“Srijan,” has been awarded the GRIHA Gold Standard rating, while its
Kolkata office has received a four-star GRIHA Pre-Certification. The
Company has implemented several energy-efficiency measures across
its offices, including solar power systems, LED lighting, skylights,
and sensor-based fixtures. These initiatives are complemented
by rainwater harvesting systems, sewage treatment plants, and
adherence to all applicable emission and waste management norms.

RITES has also moved towards a paperless work environment
through the adoption of e-office platforms, SAP/ERP systems, and
e-procurement processes, significantly reducing paper consumption
and lowering its carbon footprint. As a consultant, the Company
actively advocates sustainable and low-emission transport systems
such as metro rail and ropeways, while encouraging clients to adopt
wastewater treatment and reuse, water conservation, solar energy
utilization, use of recycled and locally sourced materials, fly ash
utilization, and enhancement of green cover.

The organization ensures that projects are designed and executed to
minimize ecological and social impacts while maintaining economic
viability. Through sound engineering practices, RITES prioritizes
the protection of wildlife sanctuaries, water bodies, and protected
or reserve forests, reinforcing its commitment to sustainable and
environmentally responsible infrastructure development.

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 of 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.

In compliance with Section 134(3)(n) of the Companies Act, 2013 and
Regulation 17(9) of the SEBI (LODR) Regulations, 2015, the Company
had a Risk Management Policy and framework in place which has
been revised with the Board of Directors approval during the year.
The same is available on the website of the company. This enhances
the structured framework for the identification, assessment,
mitigation, monitoring and reporting of risks across the organisation.
The Risk Management Framework is reviewed periodically by the Risk
Management Committee and the Board of Directors to ensure its
continued effectiveness and alignment with the Company's strategic
objectives, business environment and regulatory requirements.

The Company maintains the Risk Library for all the identified risk and
their mitigation plan for easy reference.

Further, 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. The Company is
of the opinion that there are no risks which threaten its existence.

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 FY25-26, 87
vigilance complaints were investigated with 76 finalised. A total of
35 preventive checks and inspections were conducted, leading to
systemic corrections. Additionally, 12 preventive vigilance workshops
were organised to foster ethical practices, while an online vigilance
clearance system was implemented in SAP, reinforcing efficiency
and transparency. Around 1436 employees of RITES completed the
training on iGOT Portal Karmayogi Bharat.

Vigilance Awareness Week 2025

RITES observed Vigilance Awareness Week 2025 from 27^th October
to 2^nd November on the theme "Vigilance: Our Shared Responsibility"
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. 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 'Jagriti¹.

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 Board's 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. athttps://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 during 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 2026, we organised a series
of programs aimed at building leadership skills among our female
employees. Highlight of the event was an inspiring interactive
session by Lt. Commander Deepa Singh of the Indian Navy sharing
insights from her remarkable journey in service of the nation. During
this occasion, we felicitated the achievement of Ms. Seema Mohan
Sharma, Junior Engineer (Civil) felicitated by RWWCO (Railway
Women's Welfare Central Organization) and Ms. Isha Apurwa,
Deputy General Manager, ERIO awarded second prize for “Best
Female Employee” by WIPS (Women in Public Sector) at its 36^th
National Meet. 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.

With an intention of enhancing overall wellbeing of women employees,
RITES has implemented the policy of paid Child Care Leave (CCL) and
Child Adoption Leave (CAL) in FY 2025-26.

Women employees can now avail Child Care Leave for a total period
of 2 years in their service to take care of various needs of their
children. Child Adoption Leave for 180 days will be available to
women employees on adoption of a child.

The above are wellness centric progressive policies which
enable women employees to have an enhanced work life balance
thereby contributing towards creation of a healthier and more
productive workforce.

Propagation of Hindi (Rajbhasha)

Implementation of the Official Language Policy of the Government
of India is being ensured in accordance with the Annual Programme
issued by the Ministry of Home Affairs regarding Official Language
and the orders issued by the Railway Board. Details of some of the
important activities undertaken in this regard are as follows:-

The first All India Official Language Conference of RITES Limited was
organized on 20.03.2026 at the Corporate Office, Gurugram. Senior
journalist, author and film director Shri Piyush Pandey and Senior
Translation Officer Shri Saurabh Arya participated in the programme
as guest speakers and provided guidance on working with ease in
Official Language Hindi and promoting the implementation of Official
Language through AI tools.

The Company is a member of the Town Official Language
Implementation Committee (TOLIC), Gurugram, and actively
participates in all activities of the Committee. During the year
under review, the Corporate Office of RITES Limited received the
following awards from Town Official Language Implementation
Committee, Gurugram: -

• Consolation Prize for effective implementation of the Official
Language in the office.

• Consolation Prize in the magazine category for RITES' e-house
journal Abhivyakti.

• Encouragement Award for organizing a Hindi Book
Discussion Programme.

• Encouragement Certificate for organizing a Hindi Quiz
Competition for member offices.

All our Regional Project Offices, Project Units and Inspection Offices
are also members of the Town Official Language Implementation
Committees of their respective cities and actively participate in the
activities of the concerned Committees. During the year, the South
Region Project Office, Bengaluru of RITES Limited received the
Distinguished Official Language Award from Town Official Language
Implementation Committee, Bengaluru.

Notable activities undertaken for the promotion and propagation of
Hindi are as follows:-

• A Hindi Book Discussion Programme was organized
on the occasion of the birth anniversary of Late Shri
Harivansh Rai Bachchan.

• A Hindi seminar was organized on the occasion of the birth
anniversary of Late Shri Ramdhari Singh Dinkar.

• On the birth anniversary of Munshi Premchand, a one-
page publication was issued to promote Hindi books
among employees.

• Quotations boards/posters related to the Hindi language were
displayed in all offices.

Publication of the e-Magazine ‘Abhivyakti’:-

With the objective of promoting greater interest in Official Language
Hindi among employees, Issue No. 3 (Engineers' Day Special Issue)
of September 2025 and Issue No. 4 (Mother Language Special Issue)
of March 2026 of the Company's e-magazine 'Abhivyakti' were
published during the year. The journal included articles written by
employees on literature as well as on the Company's functioning,
technology, various Indian languages and subjects related to the
Official Language.

Periodic Inspections:-

A successful Official Language inspection of the Corporate Office of
RITES Limited was conducted by the Northern Region Implementation
Office-1 (Delhi) of the Department of Official Language, Ministry of
Home Affairs, Government of India. Further, a successful Official
Language inspection of the North Eastern Region Project Office,
Guwahati of RITES Limited was conducted on 26.02.2026 by the
North Eastern Region Implementation Office.

Hindi Pakhwada:-

Hindi Pakhwada was organized in September across all offices of
RITES Limited. On this occasion, Official Language personnel from
the Corporate Office and Regional Offices participated in the Fifth All
India Official Language Conference organized by the Department of
Official Language, Ministry of Home Affairs, Government of India, at

Gandhinagar on 14 and 15 September 2025. On 14 September 2025,
the Hindi Diwas message of the Chairman and Managing Director
was also issued.

Scheduled Castes (SC), Scheduled Tribes (ST), Other
Backward Classes (OBC), Economically Weaker Section
(EWS), Women and Divyangs (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, 605 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 (ISO 9001:2015) & QAAccreditations

RITES Limited 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 Monitoring and Analysis of
Organizational activities, 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 International LLP, Bangalore (NVTQC),
accredited by ANAB (ANSI National Accreditation Board).

During FY 2025-26, RITES successfully enhanced its Quality
Management System (QMS) awareness and competence through the
organization of QMS Lead Auditor and Internal Auditor programs for
working employees, introductory ISO 9001:2015 training for newly
inducted staff.

In addition, the RITES QA Vertical is also accredited to ISO
17020:2012 & ISO 17065: 2012 by the National Accreditation Board
for Certification Bodies (NABCB), a constituent of the Quality Council
of India (QCI). This accreditation ensures that 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
17025:2017 by the National Accreditation Board for Testing and
Calibration Laboratories (NABL), a constituent of the Quality Council
of India (QCI).

Now, the QA Vertical is also a member of the TIC Council, Belgium.
TIC Council is an international association representing independent
testing, inspection and certification companies. Membership

enhances RITES' global visibility and alignment with international
practices in the TIC industry.

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 pursuant to the SEBI Circular and
in compliance with the applicable provisions of the Companies Act,
2013, the Rules made thereunder and the SEBI (LODR) Regulations,
2015, the Company has dispatched the Annual Report in electronic
mode to those shareholders whose e-mail addresses are registered
with the Company's Registrar and Share Transfer Agent (RTA) or their
respective Depository Participants.

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 FY25-26, your Company has obtained reasonable assurance for
BRSR core indicators from Sustainability Actions Private Limited.

Knowledge Management System

RITES' has established a robust Knowledge Management System
(KMS) that leverages the organisation's collective expertise and
institutional knowledge to drive operational excellence, innovation,
and future readiness. The system is designed to systematically
capture, preserve, share, and enhance knowledge across the
enterprise, ensuring that valuable insights and experiences remain
accessible for current and future generations of employees.

Knowledge assets are securely maintained through a suite of in-house
digital platforms and specialised repositories. These include the
project-focussed Document Management System 'NIDHI', the SAP-
enabled financial dashboard 'DARPAN', domain-specific databases,
Board Meeting Management Systems, and various employee-centric
portals. Together, these platforms provide a centralized, reliable,
and easily accessible repository of organisational information,
enabling informed decision-making and seamless collaboration
across functions.

To further strengthen knowledge accessibility, RITES has implemented
a dedicated CV Dashboard that serves as a comprehensive repository
of employee competencies and professional profiles. Equipped with
advanced search and filtering capabilities, the platform facilitates
the efficient identification of subject matter experts and skilled

professionals, ensuring optimal resource deployment and improved
project outcomes.

Recognising that knowledge management extends beyond knowledge
preservation, RITES places significant emphasis on continuous
learning and capability development. The Training Portal 'SAKSHAM'
acts as a centralized learning platform, offering employees access
to a wide range of training programmes, presentations, technical
resources, and recorded sessions. The portal empowers employees
to continuously upgrade their skills and competencies, fostering a
culture of lifelong learning and professional growth.

Through these integrated initiatives, RITES has created a
comprehensive knowledge ecosystem where organisational expertise
is systematically preserved, effectively shared, intelligently utilised,
and continuously enhanced. This ecosystem not only strengthens
institutional memory but also supports innovation, operational
efficiency, and sustainable growth, enabling the organisation to
remain agile and future-ready in an evolving business environment.

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 FY25-26 was 2.76%.

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 FY25-26, the selection process of 604 eligible candidates
from across disciplines, levels & regions was conducted, and 327
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.

DAKSH is a flagship leadership development programme jointly
organized by the Standing Conference of Public Enterprises (SCOPE)
and the Capacity Building Commission (CBC), GoI, to strengthen
the leadership pipeline across the public sector by equipping senior
executives with the strategic perspective, leadership capabilities
and enterprise-wide outlook required for higher management
and board- level responsibilities. It emphasizes strategic thinking,
innovation, digital transformation, governance, and people-centric
leadership through expert-led sessions, case studies, and experiential
learning. DAKSH also provides a collaborative platform for cross¬
sector knowledge sharing and the exchange of best practices among
CPSE executives. Two senior business leaders from RITES were
part of the inaugural batch conducted through IIM Ahmedabad and
McKinsey & Company

SAKSHAM is RITES' integrated Learning Management System
(LMS) and a centralized knowledge repository developed to promote
continuous learning, knowledge sharing, and employee capability
development. The portal provides seamless access to training
content, session materials, learning resources, and development data
through a single digital platform, enabling employees to conveniently
access learning opportunities anytime and anywhere. It empowers
employees to nominate themselves for relevant courses, and maintain
a comprehensive record of their learning journey. By offering a
structured and transparent approach to learning and development,
SAKSHAM encourages self-driven upskilling, supports continuous
professional growth, and fosters a culture of lifelong learning across
the organization, thereby strengthening the overall capability and
competitiveness of RITES' workforce.

Implementation of Right to Information Act, 2005 (RTI)

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's 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 organized in a retrievable user-friendly database.
RITES conducts Transparency Audit regularly to ensure compliance
of all the stipulated major statutory requirements of Section 4 of the
Right to Information Act and compliances for DoPT OM/Circular
dated April 15, 2013 for proactive/Suo-Motu disclosures and other
provisions of the Right to Information Act.

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

The gradual reduction in the number of new applications highlights
the effective use of RITES' Website and Social Media platforms for

dissemination of information. Efficient & scientific record keeping,
ensuring timely and accurate information to the applicants under the
provisions of the Act, vocalizes effective containment of First and
Second Appeals in compliance with the letter and spirit of the Right
to Information Act, 2005.

Exhibitions

Aligned with its strategic priorities, the Company participates in
prominent national and international trade exhibitions to showcase
its integrated capabilities, strengthen brand visibility, and expand
its business footprint across domestic and global markets. These
platforms facilitate meaningful engagement with governments,
industry leaders, clients, and strategic partners, while enabling the
Company to demonstrate its expertise, exchange industry insights,
and identify emerging business opportunities in the infrastructure
and mobility sectors.

During the year, the Company showcased its expertise at two
marquee events:

1. Global Rail-2025: RITES participated in the Global Rail
Transport Infrastructure Exhibition & Conference in Abu Dhabi,
UAE, from September 30 to October 2, 2025, as part of India's
(Indian Railways) collective representation under the theme
'From India to the World - A Journey of Excellence. Aligned
with its 'RITES Videsh' initiative, the Company showcased its
expertise in transport consultancy, rail system design, project
management, and sustainable solutions, while strengthening
its international presence and partnerships, particularly in
the Middle East.

2. IREE 2025: RITES participated in the 16^th International Railway
Equipment Exhibition (IREE) held from October 15-17, 2025, at
Bharat Mandapam, New Delhi. Alongside its multidisciplinary
consultancy capabilities, RITES showcased AI-enabled
innovations, including VISTAR, an AI-powered quality assurance
system; Operation Tattva, a framework for time-bound, quality-
focused, and cost-efficient project execution; and Abhikalp, its

Centre of Excellence, underscoring the Company's focus on
technology-led solutions.

Awards

During FY25-26, the Company has received following awards:

• EPC World Award for Ahmedabad Metro Phase-II Excellence

• ASSOCHAM Achiever’s Award 2026 for USBRL project

• CEAI National Award for Engineering Innovation & Sustainability
for USBRL project

• National Mobility Awards 2026 in Metro, Rail & Multimodal
Integration Category

• Rail Analysis Award for Excellence in Sustainable Engineering
for the Rail Sector

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.

During the FY 2025-26, no event has taken place that gives rise
to reporting of details w.r.t. difference between amount of the
valuation done at the time of one-time settlement and therefore no
Valuation was done.

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 Company expresses its sincere appreciation to the Comptroller and Auditor General of India, the Statutory Auditor, Internal Auditors,
Secretarial Auditor, the Stock Exchanges, and the Registrar and Share Transfer Agent for their invaluable support, guidance, and cooperation.
The Company deeply values their continued support and unstinted confidence, which inspires it to strive for excellence in all its endeavours.

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

Place: Gurugram Chief Executive Officer

Date: 04.08.2026 DIN: 07610499