Railtel Corporation of India Ltd

Dear Shareholders,

Your Company?s Directors are pleased to present 25th Annual Report of the Company, together with the Auditors? Report and Comments of the Comptroller and Auditor General of India ("C&AG"), for the Financial Year ended 31st March, 2025 prepared in accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015- ["Listing Regulations"] as amended from time to time.

1. Company Overview

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

RCIL was incorporated on September 26, 2000 with the aim of modernizing the existing telecom system for train control, operation, safety and to generate additional revenues by creating nationwide broadband and multimedia network, laying optical fiber cable using the right of way along railway tracks. Presently, the optic fiber network of RailTel covers over 63000+ route kilometers and covers 7000+ railway stations across India. Our citywide access across the country is 21000+ kms.

RCIL?s various operations are certified for Tier-III (Design & Facility), ISO 27001:2013 Certified for Information Security Management System, ISO 20000:2018 Certified for Service Management System, ISO 9001:2015 Certified for Quality Management System, ISO 27017:2015 Certified for Cloud Security, ISO 27018:2019 Certified for Data Privacy in Cloud Service, ISO 27033 Certified for Network Security, CMMI Maturity Level-4 Certified for Process Improvement.

RCIL has a strategic relationship with the Indian

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

RCIL believes that their experience and expertise in handling and undertaking telecom and ICT projects, has led them to be selected for implementation of various mission-mode projects for the Government of India including rolling out the National Knowledge Network, Bharat Net (formerly, the National Optical

Fiber Network) and USOF funded optical fiber-based connectivity project in North East India.

During the financial year, the Department of Public

Enterprises, Ministry of Finance, Government of India vide its Letter No PD-1-26/0002/2024-DPE dated

August 30, 2024, has granted the "Navratna" Status to the Company. Now, RCIL is a Navratna Central Public Sector Enterprise. RCIL being a "Navratna"

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

2. Financial Highlights

During the year, your Company has achieved total turnover of 3551 Crore. The Company has observed an increase of 35% in its revenue from operations which comes out to be 3477 Crore.

The summarized financial results of your Company are shown in Table 1.

Table1: Financial Highlights of Company

3. Listing of Shares

The equity shares of the Company got listed on

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

RAILTEL.

4. Share Capital

During the financial year, there is no change in the authorized, issued, subscribed and paid-up Share Capital of the Company. The authorized share capital of the Company stood at 1,050 Crore comprising of 105,00,00,000 equity shares of face value of 10/- each and the issued, subscribed and paid-up share capital of the Company stood at

320.94 crore divided into 32,09,38,407 crore Equity

Shares of 10 each as on 31st March, 2025 including 305.94 crore issued for consideration other than cash.

The details of dematerialization of shares, Demat

Suspense Account/Unclaimed Suspense Account is provided in the Corporate Governance Report as annexed to this report.

5. Dividend

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

During the FY 2024-25, the Board of Director had declared and paid interim dividend twice, totaling to Rs. 2 per share on the face value of Rs. 10 each amounting to Rs. 64.19 Crore. Further, the Board of Directors has recommended payment of a final dividend ofRs. 0.85 per share on the face value of Rs. 10 each amounting to

Rs. 27.28 Crore for the FY 2024-25 which is subject to the approval of the shareholders.

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

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

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

6. Railways Revenue Share and DOT license fee

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

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

7. Reserves

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

8. Capital Expenditure

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

9. Declaration from Independent Directors

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

Independent Directors. The declaration have been quoted by the Board of Directors. There is no extension of the tenure of any

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

10. Number of Meetings of Board

The Board met seven (7) times for transacting the business of the Company during the FY 2024-25 i.e., on 02/05/2024, 08/07/2024, 01/08/2024, 18/09/2024, 28/10/2024, 27/01/2025 and 12/03/2025. The particulars of the meetings held and attended by Directors are detailed in the Corporate Governance Report as annexed to this report.

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

The following changes took place in the Board/Key

Managerial Personnel of the Company during the year and up-to date of Report:

Appointment of directors: -

1. Dr. Subhash Sharma has been re-appointed as

Part-time non-official / Independent Director w.e.f. 15/04/2025.

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

Cessation of Directors: -

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

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

12. Retirement of Director by Rotation

In terms of the Companies Act, 2013, the provisions with respect to retirement of Directors by rotation will not be applicable to the Independent Directors of the Company. In view of this, no Independent Director is being considered to be retired by rotation. The Part-time Govt. nominee directors are considered as directors not liable to retire by rotation and all other directors (i.e. functional directors) are considered as director liable to retire by rotation. Accordingly, Shri Manoj Tandon (DIN: 10044053) will be retiring in the AGM and being eligible,offers himselfforreappointment

13. Remuneration to Directors

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

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

The Part-time non-

Directors are paid a sitting fee of 20,000 per meeting for attending meetings of Board or Committees thereof, besides cost of travel and lodging in case of outstation Directors.

14. Policy on Performance Evaluation of Directors

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

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

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

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

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

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

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

15. Committees of the Board

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

16. Subsidiary

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

17. Projects Undertaken

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

18. Procurement from Micro and Small Enterprises

The Govt. of India has notified a Public Procurement

Policy for Micro and Small Enterprises ("MSE") Order, 2012. In terms of said policy and issued guidelines, a mandatory procurement of a minimum of 25% of total annual procurement is required from Micro and Small Enterprise?s. Out of 25% target of annual procurement from MSE?s, sub targets of 4% from MSEs owned by Schedule Caste or Scheduled Tribe Entrepreneurs and 3% from MSEs owned by Women Entrepreneurs are also earmarked for procurement. The achievement of procurement target from MSEs (25% including a sub-target of 3% from women owned MSEs) during the financial year 2024-25 in compliance to the aforementioned Public Procurement Policy except procurement of SC/ST owned MSEs is shown in Table-2. The procurement from SC/ST and women owned MSEs, highly depends on the participation in tender process or meet tender requirement and L1 price by such vendors, on which RCIL has no control.

The Ministry of Micro, Small and Medium

Enterprises vide its revised Notification No. S.O.

4845(E) dated 7 November 2024 has mandated that all companies registered under Companies Act 2013 with a turnover of more than Rs. 250 Crores and all CPSUs shall be required to get themselves on boarded on Trade Receivables Discounting System (TReDS). TReDS is an institutional mechanism set up in order to facilitate the discounting of invoices for MSEs from Corporate Buyers through multiple financers. RailTel is registered on TReDS platforms w.e.f. 18.03.2019.

19. Right to Information Act, 2005

Your Company has a well-defined mechanism place to deal with the RTI applications under the Right to Information Act, 2005 ("RTI Act"). RCIL, being a responsible Public Sector Undertaking, has complied with the provisions of the RTI Act and has designated Nodal Officer, CPIO, CAPIO, Transparency Officer and Appellate Authority as required under the provisions of the RTI Act. The RTI Act seeks to provide for setting out the practical regime of Right to Information for citizens to secure access to information under the control of Public Authorities in order to promote transparency and accountability in the working of every Public Authority. Your Company has hosted RTI related information on its website and same may be accessed at https:// www.railtel.in/rti.html. Besides, keeping in view the purpose of suo-motu disclosures under section 4 of the RTI Act, 2005, your Company has hosted a dedicated page on its website, through which a large amount of information in the public domain is placed on a proactive basis. This is being done to make the functioning more transparent and reduce the need for filing individual RTI applications.

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

20. Business Responsibility and Sustainability Report

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

Listing Regulations, the Business Responsibility

& Sustainability Report ("BRSR") is presented in the separate section which is forming part of this Annual Report.

21. Particulars of Loans, Guarantees or Investments

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

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

22. Internal Controls Systems and their Adequacy

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

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

RCIL implemented ORACLE ERP solution with name

"Project Parivartan" and all modules like Projects, Procurement, Operations, Maintenance, Finance, HR, Sales and Marketing and these modules are live from December 2013. Implementation of "Project Parivartan" has empowered all employees to focus on their core competencies, making the work environment stress free, at the same time ensuring transparency and decision making in the system.

During the year 2024-25, RCIL?s IT team continuously worked towards strengthen of core processes of these implemented modules so that users could effectively and efficiently use ERP for day-today work. New features such as Implementation of Office Order Generation Process, Integration of GeM Portal with RailTel?s ERP, Streamlining of Vendor Master for MSME vendors, reporting for Interim Invoices for RCM Tax Cases were developed apart from regular O&M and enhancements works including development of new applications and reports.

23. Annual Return

The Annual Return of RCIL pursuant to Section

134(3)(a) read with Section 92(3) of the Companies

Act, 2013 and Regulation 34 of Listing Regulations, for the financial year ended on March 31, 2025 is placed at https://www.railtel.in/annual-return.html

24. Management?s Discussion and Analysis?s Report

In compliance with the requirement of Regulation

34(2)(e) of Listing Regulations, the Management?s

Discussion and Analysis Report for the year under review is presented in separate section which is forming part of this Annual Report.

25. Human Resource Development

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

RCIL firmly believes in the strength of its most vital asset i.e., Human Resource. RCIL cares and values for its human resource which is the bedrock of success story. To keep the employees? morale high, your

Company extends several welfare benefits to them and their families by way of implementing various new and revised welfare policies for its employees. As on 31st March, 2025, the Company had total manpower strength of 881 employees including regular, deputationist, contractual and consultants. The details are shown in Table-4. During the year, Company has also availed the services of 1766 outsourced employees.

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

* Employees who join on absorption basis are regular employees but not part of recruitment data.

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

1961.

26. Particulars of Employees

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

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

27. Rajbhasha (Official Language)

RailTel has established an Official Language

Implementation department at the Corporate Office to ensure the effective adoption of the official language. This department conducts regular quarterly meetings to assess and promote the usage of Hindi across the Corporate Office, Regional offices, and territorial offices. For his remarkable and commendable work in Hindi, Shri Sanjai Kumar, Chairman and Managing Director, was honored with the Railway Minister?s Rajbhasha Silver Medal by the Hon?ble Chairman and Chief Executive officer, Railway Board on 30.03.2025.

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

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

Organizing Hindi Pakhwada

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

Rajbhasha Pakhwada 2024 was inaugurated by the Chairman and Managing Director on 14.09.2024. A Hindi Pakhwada banner was put up at the main entrance of RCIL Corporate office. During the

Hindi Pakhwada various competition were held like Hindi essay competition, Hindi noting and drafting competition, Hindi Typing competition, Hindi quiz competitions etc. A large number of officers and employees enthusiastically participated in the said competitions.

On the occasion of the closing ceremony of Hindi Pakhwada 2024, the Chairman and Managing

Director honors with cash prizes and certificates to the officers and employees who secured first, second and third place in different competitions.

Consolation prizes were also given. Besides, award was also given to employees who had done Commendable work in Hindi during the year. During the closing ceremony, the regional offices and territory offices were also present online through

WebEx.

28. Prevention, Prohibition and Redressal of Sexual Harassment

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

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

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

• Investigate every formal written complaint of sexual harassment.

• Meet at regular intervals.

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

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

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

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

29. Risk Management

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

In order to develop and implement an Enterprise

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

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

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

1) Project Risk

2) Strategy Risk

3) Market Risk

4) People Risk

5) Technology Risk

6) Reputation Risk

7) Insurable Risk

8) Contractor/Vendor Risk

9) Cyber Security Risk 10) Sectoral Risk 11) Sustainability Risk 12) Information Risk

30. Related Party Transactions

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

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

31. Corporate Governance

A detailed report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule

V of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is appended and forms part of the Annual Report. The Company has always worked towards enhancing the Corporate Governance and the principles underlying the same within the organization. Your Company is in compliance with DPE Guidelines on Corporate Governance to the extent possible. Pursuant to the requirements of DPE Guidelines, 2010 a certificate is obtained from Practicing Company Secretary and same is forming part of this Annual Report.

In compliance with the directives of DPE, the Company is sending its quarterly report in the prescribed manner to its Administrative Ministry/

DPE. For each quarter, CPSEs are graded under various heads viz; Composition of Board, Non-

Official Directors, Board Meetings, Code of Conduct,

Audit Committee, Remuneration Committee, Board Disclosures, Directors? Remuneration etc. on the basis of scores prescribed for each head. For the year under review, RCIL has secured, based on self-evaluation, an annual score of "88.32%" which falls under "Excellent" grade for compliance of DPE Guidelines on Corporate Governance for FY 2024-25.

32. Corporate Social Responsibility

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

During the FY 2024-25, RCIL has undertaken to spend 573.48 lakh on CSR activities 2% of the average net profit before tax (PBT) of the company earned during the immediately preceding three

Financial Years). Out of this CSR budget, 272.62 Lakh was spent during FY 2024-25 on CSR activities

& balance will be spent in subsequent years.

During the year, RCIL has carried out various CSR activities like Promoting Education, establishing Health Center in Purulia, West Bengal, Healthcare and Nutrition for poor at Bareilly, Uttar Pradesh & menstrual health management in Hyderabad,

Support to orphan/slum children, Skill development in health sector for youth at Silchar, Assam, etc.

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

33. Recognition & Awards

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

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

• ET Govt PSU Leadership & Excellence Award for Leadership in Digital Transformation.

• BW Businessworld?s Best CFO of PSU award for Director/Finance, Sh. V. Rama Manohara

Rao.

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

34. Secretarial Standards

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

35. Compliance of Cyber Security Guidelines

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

36. Vigil Mechanism

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

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

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

Vigilance Department carried out various inspections at different locations. Beside this

Vigilance Awareness Week was observed in RailTel from 28th October, 2024 to 3rd November, 2024 with the theme "Culture of Integrity for Nations Prosperity"; " ". During the week, a number of vigilance awareness activities were carried out and events organized involving RCIL?s Officials as well as for other

Citizens. The week began with integrity pledge to

RCIL officials on 28.10.2024.

Statutory Auditors

The C&AG has appointed M/s Lunawat & Co. of New

Delhi as Central Statutory Auditors of the Company to audit the Financial Statements for the year ended on 31st March, 2025. Besides that, the C&AG has also appointed the following firms of Chartered Accountants as Branch Auditors for audit of the Regional Office(s) of the

Company:

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

Cost Auditors

The Company has appointed M/s. Dhananjay V.

Joshi, Cost Accountants as Cost Auditors to audit the cost record maintained by the Company for the Financial Year 2024-25.

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

Secretarial Auditor

During the year, pursuant to provisions of Section

204 of the Companies Act, 2013 read with rules made thereunder, RCIL has appointed M/s. T.

Chatterjee & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2024-25. The Secretarial

Audit has been conducted by M/s. T. Chatterjee

& Associates, Practicing Company Secretaries and issued a Secretarial Audit Report in the format prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report of the Company for the year ended 31st March, 2025 in Form no. MR-3 and the Management?s reply on the observation/ comments of Secretarial auditor shall forms part of this report and are placed at Annexure- II and Annexure-III, respectively.

Internal Auditors

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

38. Comments of C&AG

The financial statements for the year ended 31 st March 2025 were reviewed by the Comptroller and Auditors General of India (C&AG). They have conducted supplementary audit under section

143(6) (b) of the Companies Act 2013 of the financial statement. The comments of C&AG, if any, will form part of the Annual Report.

39. Auditors? Report

The Auditors? Report of the Company for the year ended 31st March, 2025, is attached with the Financial Statement of the Company. There is no qualification in the Auditors Report on the Financial

Statements of the company. During FY 2024-25, no fraud has been reported by the Auditors of the Company.

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

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

41. MOU with Administrative Ministry

RCIL is signing a MoU with the Government of India,

MoR whereby laying inter alia the physical and financialtargets. The MOU pertaining to FY 2024-25 has been signed with MoR within stipulated time.

For the year 2023-24, RCIL has got "Excellent" rating from DPE.

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

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

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

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

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

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

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

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

8. Expenditure management economy measures and rationalization of expenditure. The company has also complied with the applicable provisions of the Companies Act, 2013 and SEBI

(LODR) Regulations, 2015 which are within the control of the company. The details of DPE MOU 2024-25 target parameter vs achievement has been given at Annexure-V.

42. Event occurring after the Balance Sheet Date

As such, no significant the end of the financial year to which this Financial

Statements relates and date of this report.

43.Presidential Directives

No Presidential Directive was received during the year.

44. General Disclosure

Your Director?s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: (a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) Issue of equity shares with differential rights as to dividend, voting or otherwise. (c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

(e) No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future. (f) Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016. (g) One time settlement of loan obtained from the Banks or financial institutions.

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

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

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

Account and the same has been disclosed in the Corporate Governance report.

46. Director?s Responsibility Statement

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis;

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

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

47. Acknowledgements

Your Director?s would like to place on record their sincere appreciation and gratitude to the Indian Railways, Government of India, Department of Investment and Public Asset Management (DIPAM), Ministry of Communications and IT and other

Ministries/Departments, subscribers of Company?s telecom services, the stakeholders, and bankers and to all the State Governments, Local Bodies and Regulatory authorities for their continued cooperation and invaluable support. Your Director?s thank all shareholders, business partners and all members of the RCIL Family for their faith, trust and confidence reposed in the Board.

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