Railtel Corporation of India Ltd

Dear Shareholders,

Your Company?s Directors are pleased to present 24^th 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 31^st March, 2024 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.

RailTel Corporation of India Limited (RCIL), a "Mini Ratna (Category-I)" Central Public Sector Enterprise 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, and 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 62000+ route kilometers and covers 6108+ 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.

RCIL being a "Mini Ratna (Category-I)" 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 Rs2622 Crore. The Company has observed an increase of 31% in its revenue from operations which comes out to be Rs2568 Crore. The total turnover of the Company during the year is Rs2622 Crore including other income of Rs56 Crore.

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

(In Crore)

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

Subsequent to merger of subsidiary company i.e RailTel Enterprises Ltd with RCIL, the authorized capital of the company stands increased to Rs1050 Crore.

There is no change in issued, subscribed and paid-up Share Capital of the Company which stood Rs320.94 crore divided into Rs32.09 crore Equity Shares of Rs 10 each as on 31^st March, 2024 including Rs 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

Your Company has a consistent track-record of dividend payment. The Board of Directors of your Company had earlier approved payment of an Interim Dividend of Rs1.00 per share amounting to Rs32.09 Crore for the FY 2023-24. Further, the Board has recommended payment of final dividend of Rs1.85 per share amounting to Rs 59.37 Crore for the FY 2023-24. The total dividend payment for the FY 2023-24 would be Rs 91.47 Crore as compared to Rs 81.83 crore paid for the FY 2022-23.

In terms of Regulation 43A of Listing Regulations and the guidelines on "Capital Restructuring of Central Public Enterprises" issued by the DIPAM, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The said Policy is annexed to this report and is also available on the Company?s website i.e. www.railtel.in.

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 Rs43.17 Crore as against such share of Rs41.93 Crore in the preceding year. The cumulative revenue share to Railways amounting to Rs433 Crore till this year. Besides, the Company has also paid license fee @ 8% (at present) to 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 amounting to Rs 654 Crore till this year.

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 2023-24 is Rs 1506 Crore.

During the year, Capital expenditure of Rs199 Crore approx. was incurred mainly on OFC related assets, Data Centre, Telecom & Radio equipment?s etc. The Company made commitments to the tune of Rs296 Crore on capital account and accordingly, expenditure would be booked during the upcoming financial year.

RCIL has received a declaration from 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 are not disqualified from continuing as

Independent Directors. There is no extension of any Independent Director for a term exceeding Five (5) years as per Section 149(10) of the Companies Act, 2013.

The Board met Seven (7) times for transacting the business of the Company during the FY 2023-24 i.e., on 17/05/2023, 09/07/2023, 27/07/2023, 26/10/2023, 03/01/2024, 24/01/2024 and

19/03/2024. The particulars of the meetings held and attended by Directors are detailed in the Corporate Governance Report as annexed to this report.

The following changes took place in the Board/Key Managerial Personnel of the Company during the year and up-to date of Report:

1. Shri Yashpal Singh Tomar has been appointed as Director/NPM w.e.f. 04/07/2023.

2. Subsequent to appointment of Shri Yashpal Singh Tomar as Director/NPM, Shri Rakesh Ranjan, who was earlier entrustedwith additional charge of the post of Director/NPM ceased to Director/NPM w.e.f. 04/07/2023. However, he continued as Part-time Govt. Nominee Director w.e.f. 05/07/2023.

3. Shri Ranjit Kumar has been appointed as Part-time Govt. Nominee Director w.e.f. 15/12/2023.

1. Shri Rakesh Ranjan ceased to be Part-time Govt. Nominee Director w.e.f. 07/11/2023.

2. 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.

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 Sanjai Kumar will be retiring in the AGM and being eligible, offers himself for reappointment.

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 Rs20,000 per meeting for attending meetings of Board or Committees thereof, besides cost of travel and lodging in case of outstation 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 has 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.

As on March 31, 2024, the Board had five committees 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

During the financial year 2023-24, Ministry of Corporate Affairs (MCA) vide its order dated 29.08.2023, on Company Petition no. 24.01.2023- CL-III, had approved the Scheme of Amalgamation ("Scheme") embodying amalgamation of RailTel Enterprises Ltd ("Subsidiary Company") with and into RailTel Corporation of India Ltd ("Holding Company"), under the provisions of section 230-232 of the Companies Act, 2013 and rules framed thereunder read with notification no. GSR.

582(E) dated June 13, 2017 issued by MCA.

Both subsidiary and holding Companies have duly filed their respective e-forms INC 28 with the Registrar of Companies on 26.09.2023 and 27.09.2023, respectively. Consequently, the Scheme has come into force on 27.09.2023, with effect from the appointed date of the Scheme i.e. 01.10.2022. Accordingly, subsidiary Company stands amalgamated with holding company and now stands dissolved. Subsequent to amalgamation of RailTel Enterprises Limited with RailTel Corporation of India Limited your company do not have any subsidiary company.

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

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 4% from MSEs owned by SC/ST entrepreneurs and 3% from women owned MSEs) during the financial year

2023-24 in compliance to the aforementioned Public Procurement Policy is shown in Table-2.

Central Government vide its notification no. F.

No. 16/8/2018-P&G policy dated 02.11.2018 has mandated that companies registered under Companies Act 2013 with a turnover of more than Rs500 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 MSMEs from Corporate Buyers through multiple financers.

RailTel is registered on TReDS platform w.e.f. 18.03.2019 through Mynd Solution Private Limited or M1 Xchange.

RailTel is always putting efforts for overall development of community and provides opportunities to all sections of the society in terms of procurement. However, despite providing opportunities and raising awareness among Micro, Small, and Medium Enterprises (MSEs), including SC/ST and Women-owned MSEs, their participation in opportunities offered by RailTel in terms of procurement of goods and services remains low due to dynamic nature, technical requirements and competitive environment of the service industry. Necessary awareness and interactive sessions (Vendor meets) were organised in February 2024 and March 2024, to increase their participation in procurements done by RailTel. This included 'All India Vendor Meet? in Feb 2024 to strengthen partnerships, listen to vendor challenges and gather suggestions that will help streamline operations/ executions, make processes smoother and more user-friendly for growth as well as brighter future for all parties involved. RailTel also launched new 'Vendor Bill tracking system' so that they could track their bills and vendors were made aware about the system. Apart from this, mutual discussions were also held in the meeting to maintain transparency between RailTel and vendors. A Vendor meet specifically targeted for Women is conducted in March 2024.

Your Company has a well-defined mechanism in 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 dealt during the year is shown in

*All pending applications were within statutory timeline prescribed by RTI Act.

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.

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.

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 2023-24, RCIL?s IT team continuously worked towards strengthen of core processes of these implemented modules so that users could effectively and efficiently use ERP day-to-day work. New features such as Upgradation of ERP to newer version with better look and feel, Implementation of Password Change Policy, Implementation of New Order Entry System for Stock Exchanges Intimation, Attendance Management Solution for CO Office, Development of ERP Change Request Portal, Tender EMD Application and Customer Tender Application Registry have been developed apart from regular O&M and enhancements works including development of new reports.

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, 2024 is placed at https://www.railtel.in/annual-return. html.

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.

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.. for

As on 31^st March, 2024, the Company had total manpower strength of 858 employees including regular, deputationist, contractual and consultants. The details are shown in Table-4. During the year, Company has also availed the services of 1803 outsourced employees.

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

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

**One employee has been absorbed from subsidiary company i.e. RailTel Enterprises Limited (REL) to RCIL on merger of REL into RCIL in September 2023.

The company has been following the Government guideline regarding reservation for SCs, STs, OBCs, EWS, Person with disabilities and Ex-Servicemen.

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.

For implementation of the Official Language Policies of the Government of India, an Official Language Cell is set up in RailTel Corporate Office comprising of Mukhya Rajbhasha Adhikari, a nominated Rajbhasha Adhikari and a Senior Manager/Rajbhasha, Consultant/Rajbhasha. Each

Regional Office of RailTel has one Nominated Rajbhasha Adhikari. In RailTel, the Official Language

Implementation Committee meeting is held every quarter under the chairmanship of Chairman and Managing Director. Official language progress reports are regularly sent to Railway Board, Ministry of Home Affairs, Town Official Language Implementation Committee (NARAKAS).

RailTel?s Patna, Lucknow, Bangalore, Prayagraj, Nagpur territory offices had been inspected by the Second Sub-Committee of the Parliamentary Committee on Official Language on 10.05.2023, 24.06.2023 16.07.2023, 18.11.2023, 18.01.2024 respectively to review the use of Hindi.

On the occasion of Hindi Diwas, Hindi Pakhwada was celebrated in RailTel from 14 to 29 September, 2023 and various activities/programs were organized during the pakhwada. On the occasion of the closing ceremony of Hindi Pakhwada 2023, the Chairman and Managing Director gave 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.

As per the instructions of the Department of

Official Language Ministry of Home Affairs, workshops are organized every quarter in the office in which eminent scholars of Hindi are invited for lectures. Four workshops were organized by RailTel during Financial Year 2023-24.

A quarterly newsletter "RailTel Gatividhian" is being published regularly by RCIL for the use of the Official Language. Its 19th edition was published as

International Women?s Day special edition named "Tavishi". Besides this, RailTel also publishes the official language magazine "RailTel Pragati" a half yearly basis of which nine(9) editions have been published so far. Provision has been made to pay honorarium for articles published in RailTel magazine and News letter.

RailTel Rajbhasha Magazine "RailTel Pragati" was awarded in the best magazine category by Town Official Language Implementation committee (NARAKAS).

It is a matter of pride for "RailTel Pragati" and a tremendous achievement as the Town Official Language Implementation Committee has 44 PSUs as its members.

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 all four Regional Office(s) which is responsible to:-

• 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. on 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 the committee. The Committee is headed by women Chairperson. The summary of complaints dealt during the year is shown in Table-6: Table-6

The Board of Directors of your Company in their 122^nd meeting held on 17^th June, 2021 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 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

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.

In terms of Ministry of Corporate Affairsorder dated 29.08.2023, RailTel Enterprises Limited wholly owned subsidiary of your company stand amalgamated with RailTel Corporation of India Ltd. As on date, your Company has no subsidiary company pursuant to section 134(3)(h) of the Companies Act 2013, read with Rule 8(2) of Companies (Accounts) Rules,

2014. During financial year 2023-24, particulars of contracts or arrangements with related parties in specified Form no. AOC-2 and is placed at

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 obtained from Practicing Company Secretary and 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 "94.84%" which falls under "Excellent" grade for compliance of DPE Guidelines on Corporate Governance for FY 2023-24.

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 carry out its CSR activities. The policy aims for social and economic development of community in the areas of nutrition and healthcare, women empowerment, rural development, education, skill development, health and such other 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 2023-24, RCIL has undertaken to spend Rs 739.36 lakh on CSR activities (Rs 484.49 Lakh for FY 2023-24, which is 2% of average net profit before tax (PBT) of the company earned during the immediately preceding three Financial Years) plus Rs 254.87 Lakh as unspent from previous years. Out of this CSR budget, Rs 484 Lakh was spent during FY 2023-24 on CSR activities.

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 SPSR, Vellore & children of sex workers in Kolkata, Support to orphan/slum children, Skill development for youth at Delhi, Donation of sewing machines at Delhi, Construction of toilets and Installation of Street Lights at Kushambi, UP etc.

One of the RCIL?s flagship CSR initiative namely ‘RailTel?s Akansha Super-30, Dehradun, Uttarakhand? is related to providing free lodging and mentorship to poor but talented students from state of Uttarakhand, for admission to IIT?s and other premier engineering institutes. The program has 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 is forming part of this Report and is placed at Annexure-II.

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.

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

Vigilance Administration is an integral part of any organization. If the vigilance set up is effective in an organization, it will certainly ensure the functioning of the other segments in an efficient way. The

Vigilance Administration consists of preventive and punitive anti-corruption measures. The measures include detecting irregularities, analyzing, and finding out reasons for such irregularities and making effective systemic improvements to curb them. It also includes identifying public servants accountable for misconduct and taking appropriate punitive actions. During the year, the Vigilance Department carried out various preventive activities including periodic and surprise inspections which led to various system improvements. This shall enable RCIL to proactively ensure transparency in various spheres of Company?s activities as well as also take punitive measures wherever required. The Status of Vigilance activities during the year is shown in Table-7:

Vigilance team led by CVO visited Hyderabad from 07.07.2023 to 11.07.2023 during which inspection was carried out at Southern Region Regional Office and Store & Data Center at Secunderabad.

CVO accompanied by Vigilance team inspected Chandigarh Territory Office, Chandigarh PoP, Hartron Project Office and Ambala PoP from 19.07.2023 to 20.07.2023.

CVO visited Bangalorefrom 19.09.2023 to 21.09.2023 during which Territory Manager/Bangalore gave an overview of the territory.

CVO inspected Gandhigram PoP on 07.09.2023 and Ekta Nagar PoP on 09.09.2023.

As a part of periodic inspection, Vigilance team inspected Jaipur PoP and Dausa PoP on 30.04.2023 & 01.05.2023 respectively. The team also inspected Varanasi and Prayagraj PoP from 08.09.2023 to 09.09.2023 and Ludhiana and Amritsar PoP on 15.06.2023 to 17.06.2023.

Other than periodic inspections, Sr. DGM/Vigilance made a surprise inspection of Bhubaneswar PoP and Puri PoP on 01.12.2023.

• IT Initiatives: Online Complaint Portal is already linked to website for complaints handling.

Vigilance profiles for all E-5 and above level Executives updated on SOLVE (System for

Online Vigilance Enquiry) portal of DoPT. Online Vigilance database of all Executives are updated in ERP. After receiving request from

HR Department, 100% vigilance clearance is processed by Vigilance Department on ERP.

• Trainings: 28 trainings conducted on procurement, contract and preventive vigilance matters covering all employees.

As per the CVCs directives, Vigilance Awareness Week was observed in RailTel from October 30, 2023 to November 5, 2023 with the theme "Say no to corruption; commit to the Nation"; "Hkz"Vkpkj

dk fojks/k djsa jk"V? ds ?fr lefiZr jgsa?- 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. week began with integrity pledge to RCIL officials on 30.10.2023. A brief of such activities is as under:

1) During the Vigilance Awareness Week on 30.10.2023, CMD administered integrity pledge to all RailTel Employees. The Officials from Regional/Territory Offices also joined through

RailTel?s in-house Telepresence services.

2) A Nukkad Natak on Public Interest Disclosure & Protection of Informer (PIDPI) was organized by employees on 30.10.2023.

3) A Quiz competition was held among all employees of Corporate Office on 30.10.2023.

4) On 31^st October, 2023 Mrs Arti C Srivastava, Addl. Secy, CVC delivered a talk about awareness of PIDPI.

5) On 1^st November, 2023, Additional Secretary from CVC, Dr Praveen Kumari Singh spoke about Good Governance & Cyber hygiene and and Shri B.K. Singh, Dy. Legal Adviser, CBI delivered a talk on Departmental Misconduct and Criminal Misconduct.

6) On concluding day, Shri S.P. Beck, ED (Vigilance/ S&T), Railway Board delivered a talk on importance of honesty, integrity and probity in life.

7) During the observance of VAW-2023, various competitions were held, where employees and their family members participated. The winners for Speech/Debate, Article/Essay, Poem, Quiz, Nukkad Natak & Posters competition were also felicitated with certificate of appreciation on 03.11.2023.

8) During the closing ceremony of Vigilance Awareness Week, RailTel Vigilance Department released Fourteenth edition of Vigilance Bulletin.

9) Vendors Meet: Organized Vendor meets at

Regional Offices and Corporate Office Vigilance Awareness Week 2023.

10) During 3 Months campaign period (16th August, 2023 to 15th November, 2023), as per CVC directives, RailTel had very fruitful Capacity Building Program sessions on 5-themes, namely, Systems and Procedures, Cyber Hygiene & Security, Procurement, Role of IO/ PO in conducting inquires and HR Systems & Procedures.

Your Directors have made necessary disclosures, as required under various enactments including the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The C&AG has appointed M/s S.R. Goyal & Co. of New Delhi as Central Statutory Auditors of the Company to audit the Financial Statements for the year ended on 31st March, 2024. 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

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 Rs39 Lakh excluding GST.

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 2023-24.

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

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 2023-24. 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, 2024 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-III and Annexure-IV respectively.

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

The comment(s) of C&AG are attached and forming part of this Annual Report.

The Auditors? Report of the Company for the year ended 31st March, 2024, 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 2023-24, no fraud has been reported by the Auditors of the Company.

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- V.

RCIL is signing a MoU with the Government of India,

MoR whereby laying inter alia the physical and financial targets. The MOU pertaining to FY 2023-24 has been signed with MoR within stipulated time.

For the year 2022-23, RCIL has got "Very Good" rating from DPE.

For the MoU targets 2023-24, RCIL has complied with various guidelines communicated by DPE as given below:-a) DPE Guidelines issued from time to time on CSR expenditure; b) Steps and initiative taken for Health & Safety improvement of Human Resources in CPSEs as prescribed by the Administrative Ministry; c) Procurement from GeM is Rs. 56.45 Crore

(11.02%) of total procurement (goods & services) against approved plan of Rs. 52.83 Crore. d) Procurement of goods or services through

MSEs is 53% total procurement of goods and services against target of 25%. e) Procurement of goods & services through SC/

ST MSEs is 4% of total procurement of goods & services against target of 4%. f) Procurement of goods & services through

Women MSEs is 3% of total procurement of goods and services against target of 3%. g) Acceptance/Rejection of goods & services through TReDs portal is 100%. h) Expenditure management economy measures and rationalization of expenditure. i) Guidelines on Accessible India Campaign (Sugamya Bharat Abhiyan) j) Guidelines on implementation of the Apprenticeship Act, 1961 k) Compliance of provisions related to TREDS as outlined in DPE OM NO-DPE-7(4)/2007-Fin dated 04.05.2020.

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 2023-24 target parameter vs achivement has been given at Annexure-VI.

As such, no significant the end of the financial year to which this Financial Statements relates and date of this report.

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: (a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.