Dear Shareholders,

Your Company's Directors are pleased to present 26^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, 2026 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 administrative control of Ministry of Railways, Government of India and a listed entity on NSE and BSE. 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. RailTel's various operations are certified for, ISO 27001:2022-Certified for Information Security Management System, ISO 20000-1:2018-Certified for Information Technology Service Management

System, ISO 9001:2015-Certified for Quality Management System, ISO 27017:2015 Certified for Information Security for Cloud Services, ISO

27018:2019-Certified for Data Privacy in Cloud Service, ISO 14001:2015-Certified for Environmental

Management System Standard, ISO 17024:2012-

Certified for Telecom Services, Railway Signalling & Telecom Training, Design Testing and Licensing Services and CMMI Maturity Level-5-Certified for

Process Improvement. The RailTel's Data Centres are Tier-III (Design & Facility) certified. 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 Phase I (formerly, the National Optical Fiber Network) and USOF funded optical fiber- based connectivity project in North East India. 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 financial year, your Company has achieved total turnover of 4328 Crore. The Company has observed an increase of 23% in its revenue from operations which comes out to be

4277 Crore. The summarized financial results of your Company are shown in Table 1.

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.

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 31^st March, 2026 including 305.94 crore worth of equity share 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.

The Company is focused on enhancing shareholder's value and has a consistent track record of dividend payment. During the FY 2025-26, the Board of Directors had declared and paid interim dividend twice, totalling 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 of Rs.1.25 per share on the face value of Rs.10 each amounting to Rs.40.12 Crore for the FY 2025-26 which is subject to the approval of the shareholders. With this, the total dividend for the FY 2025-26 would aggregate to Rs.104.30 Crore (i.e. 32.50% 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

The Company is also contributing by way of revenue share @ 7% on services to Indian Railways and the total share of such contribution during FY 2025-26 comes to 46.03 Crore as against such share of 42.35 Crore in the preceding year. The cumulative revenue share to Railways is amounting to 521

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. During the year, the company paid license fee of 91.60 Crore as against 88.56 Crore in preceding year to the DoT. The cumulative license fee paid to DoT is amounting to 846 Crore till this year.

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 2025-26 is 1941 Crore.

8. Capital Expenditure

During the year, Capital expenditure of 272 Crore approx. was incurred mainly on OFC related assets, Data Centre, Telecom & Radio equipments, software & Licenses, Battery, Land etc. The Company made commitments to the tune of 345 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 six (6) times for transacting the business of the Company during the FY 2025-

26 i.e., on 01/05/2025, 15/06/2025, 28/07/2025, 29/10/2025, 02/02/2026 and 09/03/2026. 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. Dr. Subhash Sharma has been re-appointed as Part-time non-official Director/Independent Director w.e.f. 15/04/2025.

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

3. Shri Rameshwar Meena has been re-appointed as Part-time Govt. Nominee Director w.e.f.

17/10/2025.

1. Shri Rameshwar Meena had ceased to be Part-time Govt. Nominee Director w.e.f. 10/09/2025.

2. Upon completion of tenure, Dr Subhash Sharma ceased to be Part-time non-official Director/

Independent Director of the Company w.e.f.

15/04/2026.

In terms of the Companies Act, 2013, the provisions with respect to the 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 Yashpal Singh Tomar (DIN:10215386) 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, all the Directors of the Company are appointed by the President of India acting through Ministry of Railways ("MoR"), Government of India. The functional Directors 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 for attending the Board Meeting and Committee Meetings as mentioned below, besides cost of travel and lodging in case of outstation Directors. a. From 1^st April 2025 to 8^th March 2026:

20,000/- per meeting for attending the Board

Meeting and Committee Meetings b. From 9^th March 2026 to 31^st March 2026: 40,000/- per meeting for attending the Board Meeting and 30,000/- per meeting for attending the Committee Meetings

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-a-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 5^th 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.

RCIL is signing a MoU with the Government of India,

MoR whereby laying inter alia the physical and financialtargets. The MOU pertaining to FY 2025-26 has been signed with MoR within stipulated time.

For the year 2024-25, RCIL achieved "Very Good" rating from DPE.

For the MoU targets 2025-26, 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 114.73 Crore of total procurement (goods & services) against target of 25%.

4. Procurement of goods or services through

MSEs is 66.83% ( 281.74 crore out of 421.57 crore) total procurement of goods and services against target of 25%.

5. Procurement of goods & services through SC/ST MSEs is 2.90% ( 12.23 crore) of total procurement of goods & services against target of 4%.

6. Procurement of goods & services through Women MSEs is 7.31% ( 30.81 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

2025-26 target parameter vs achievement has been given at Annexure-V.

As on date, 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 3% from women owned MSEs) during the financial year 2025-

26 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^th 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. RailTel is registered on four TReDS platforms.

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

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 2025-26, 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-to- work. New features such as Implementation of Order Book Dashboard, HR Register and Expenditure Dashboards, Unbilled Revenue Application, Dividend Reconciliation Application, Further Categorization and Streamlining of Vendor Master for MSME vendors were developed apart from regular O&M and enhancements works including development of new applications and 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, 2026 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

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.. As on 31^st March, 2026, the Company had total manpower strength of 928 employees including regular, deputationist, contractual and consultants. The details are shown in Table-4. During the year, Company has also availed the services of 1787 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:-

*Not included those employees who join on absorption.

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.

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.

To ensure the implementation of the provisions of the constitution, and carry out the activities of propagating Rajbhasha, RailTel has established

Rajbhasha Department at its various offices. This department conducts regular quarterly meetings to review and promote the usage of Hindi across the Corporate office, regional offices and territorial offices.

For his remarkable and commendable work in Hindi, Sh. Manoj Tondon, Director/POM has been honored with Rail Mantri Rajbhasha Silver Medal by the Hon'ble Chairman and Chief Executive Officer,

Railway Board for promoting Hindi.

At the half-yearly meeting organized under the aegis of the Town Official Language Implementation Committee (Upkram-I), Delhi, the special edition of RailTel's Official Language magazine, "RailTel Pragati," was honored with the First Prize Shield and Certificate of Excellence as the Best Rajbhasha Magazine among publications brought out by 44 Public Sector Undertakings (PSUs).

In financial year 2025-2026, the second subcommittee of the Parliamentary Committee on

Rajbhasha inspected RailTel's regional office, Mumbai on 23/04/2025, Territory office, on 29/05/2025, Territory office, Ahmadabad 01/07/2025, Territory office, Bhopal on 03/07/2025, Eastern Regional Office, Regional office, Hyderabad on 19/11/2025, Territory office, Chennai on 21/11/2025 and Northern Regional Office, Delhi on 19/01/2026 of official language being done in these offices has been appreciated by the Parliamentary Committee.

On the occasion of 14 September Hindi Diwas, Hindi

Pakhwada was celebrated in RCIL from 01/09/2025 to 15/09/2025 and various activities/programs were organized during the pakhwada.

Rajbhasha Pakhwada 2025 was inaugurated by the Chairman and Managing Director on 01/09/2025. 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 competition, Hindi Poem competition etc. A large number of officers and employees enthusiastically participated in the said competitions.

On the occasion of the closing ceremony of Hindice of the company as i Pakhwada 2025, 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 through WebEx.

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 onsocial evil of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Kolkata on

Act, 2013 and rules made thereunder.

The objective is to provide women, a workplace, . The free from harassment, to ensure that every womanwork 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) 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.

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 ^{off member of the} committee. The Committee is headed by women Chairperson.

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

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

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 2025-26, 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.

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 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 "94.57%" which falls under "Excellent" grade for compliance of DPE Guidelines on Corporate Governance for FY 2025-26.

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 the community in the areas of nutrition and healthcare, women empowerment, rural development, education, skill development, health 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 2025-26, RCIL has undertaken to spend 654.97 lakh on CSR activities which is 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, 104.84 Lakh was spent during FY 2025-26 on CSR activities. The company could not utilize the prescribed CSR budget during FY 2025-26 as yearly CSR Theme was not circulated which delayed the identification and approval process. Unspent amount pertaining to ‘other than ongoing project'(excluding admin expense) is transferred to schedule VII of the Act within 6 months from the end of the financial year. During the year, RCIL has carried out various CSR activities like Promoting Education, establishing

Health Center in Purulia, West Bengal.

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 94% 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 forms part of this Report and is placed at Annexure -I. "

RailTel has received several prestigious awards in 2025-26, recognizing excellence in digital transformation, automation, corporate governance, and Hindi language initiatives. Notable honors include:

• SCOPE Eminence Award 2022-23 in the Digital Transformation category.

• Railway Minister's Rajbhasha Silver Medal, for performing commendable and noteworthy work in Hindi

• RailTel wins the Governance Now 11th PSU Award for Best Use of Automation & Digital

Technologies

• CSR Times Award for RailTel's CSR initiative

‘RailTel Akansha Super-30' at Dehradun, Uttarakhand.

• RailTel's home internet service, RailWire, has bagged the ET Government PSU Leadership & Excellence Awards 2025 (Gold) in the category of "Reinforcing Communication & Bridging the

Digital Divide.

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

Govt. of India to the extent applicable.

The Vigilance Mechanism serves as an essential pillar in strengthening integrity, transparency, and accountability within the organization. It provides a systematic framework for prevention, detection, and redressal of irregularities, unethical practices, and misconduct that may adversely impact organizational functioning. The mechanism promotes ethical conduct and compliance through continuous awareness, preventive vigilance measures, inspections, monitoring, and sensitization initiatives. Further, various vigilance tools such as whistle-blower provisions, audits, inspections, and systemic improvements help in ensuring transparency, timely corrective action, and good governance practices across the organization.

The Vigilance Mechanism also contributes towards building confidence and trust among employees, stakeholders, customers, and partners by reinforcing the organization's commitment towards ethical and transparent operations.

During the current year (2025-26), Vigilance activities were primarily focused on strengthening preventive vigilance measures through periodic inspections, surprise checks, Intensive Examinations, and review of critical operational areas. Awareness and sensitization programmes were conducted to reinforce ethical practices, transparency, and accountability among employees and senior officials hygiene and cyber security awareness were also undertaken to educate employees regarding protection against digital threats and vulnerabilities. These measures collectively contributed towards enhancing vigilance awareness, promoting a culture of integrity, minimizing potential risks, and ensuring improved compliance and governance within the organization.

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

The Vigilance Department also observed Vigilance

Awareness Week in RailTel from 27th October, 2025 to 2nd November, 2025 with the theme "Vigilance: Our Shared Responsibility"; " : ". During the Vigilance Awareness

Week, various vigilance awareness activities and programmes were organized at different office locations of RailTel across country to promote awareness regarding integrity, transparency and ethical practices among employees and citizens.

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 31^st March, 2026.

Besides that, the C&AG has also appointed the following firmsof 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 40.73 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 2025-26.

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. Amit Agrawal & Associates, Practicing Company

Secretaries, as Secretarial Auditor of the Company for a term of five (5) consecutive years from the

Financial Year 2025-26 to 2029-30. The Secretarial

Audit has been conducted by M/s. Amit Agrawal & 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 31^st March, 2026 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.

Your Company has appointed five Internal Auditors for carrying internal audit of Corporate & four regions for the FY 2025-26. The details of internal auditors are as under: -

The financial statements for the year ended 31 ^st March 2026 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 C&AG vide letter dated 21.07.2026 has given NIL comments which form part of the

Annual Report.

The Auditors' Report of the Company for the year ended 31^st March, 2026 dated 30.04.2026 and revised Auditors' Report dated 05.07.2026 are 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 2025-26, 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- IV

As on March 31, 2026, the Board has constituted 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

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

Statements relates and date of this report.

No Presidential Directive was received during the year.

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.