Shareholders meeting

No. RITES/SECY/NSE Date: September 03, 2026 To To Listing Department, Corporate Relationship Department, National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, C-1, Block G, Bandra - Rotunda Building, Kurla Complex, Bandra (E), P J Towers, Dalal Street, Fort, Mumbai – 400051 Mumbai - 400 001 Symbol- RITES Scrip Code- 541556 Sub: Notice of the 52nd Annual General Meeting (AGM) and Integrated Annual Report for the Financial Year 2025-26 Dear Sir/ Madam, Please find enclosed herewith the Notice of 52nd Annual General Meeting of the Company scheduled to be held on Friday, 25th September, 2026 at 11:00 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) and Integrated Annual Report for FY 2025-26. Notice of the 52nd Annual General Meeting and Integrated Annual Report for the Financial Year 2025-26 is also available on the website of the Company. Kindly take this information on record. Thanking You, Yours sincerely, For RITES Limited Nikhil Agarwal Company Secretary & Compliance Officer Membership No.: A42626 Notice RITES LIMITED Registered Office: SCOPE Minar, Laxmi Nagar, Delhi-110092, India Corporate Office: Shikhar, Plot No.1, Sector – 29, Gurugram, Haryana – 122001 Email: cs@rites.com, Website: www.rites.com Phone: +91 124 257 1666, Fax: +91 124 257 1660 CIN: L74899DL1974GOI007227 NOTICE FOR THE 52ND ANNUAL GENERAL MEETING NOTICE is hereby given that the 52nd Annual General Meeting of the 4. To authorize the Board of Directors of the Company to fix the members of RITES Limited will be held at 11:00 A.M. (IST) on Friday, remuneration of the Statutory Auditors to be appointed by the September 25, 2026 through Video Conferencing (“VC”)/ Other Comptroller and Auditor General of India for the financial year Audio-Visual Means (“OAVM”) to transact the following business: 2026-27 and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements “RESOLVED THAT pursuant to applicable provisions of the (Standalone and Consolidated) of the Company for the Financial Companies Act, 2013, approval of the members be and is Year ended March 31, 2026 along with the Board’s Report and hereby accorded to authorize the Board of Directors of the Auditor's Report thereon and the comments of the Comptroller Company to decide and fix the remuneration and out of pocket and Auditor General of India and in this regard, to consider expenses payable to Statutory Auditors of the Company as may and if thought fit, to pass, with or without modification(s), the be appointed by the Comptroller and Auditor General of India following resolution as an Ordinary Resolution: for the financial year 2026-27.” “RESOLVED THAT the Audited Standalone and Consolidated SPECIAL BUSINESS: Financial Statements of the Company for the financial year ended on March 31, 2026 along with the Board’s Report and 5. To appoint Shri Prem Singh Meena (DIN: 10855590), as Whole Auditor's Report thereon and the comments of the Comptroller Time Director [Director (Projects)] of the Company liable to and Auditor General of India, as circulated to the members, be retire by rotation and in this regard to consider, and if thought and are hereby considered and adopted.” fit, to pass with or without modification, the following resolution as an Ordinary Resolution: 2. To confirm the payment of first, second and third interim dividend declared in the FY 2025-26 and to declare final “RESOLVED THAT pursuant to Section 149, 152, 161, 203 dividend on equity shares for the financial year ended March and other applicable provisions of the Companies Act, 2013 31, 2026 and, in this regard, to consider and if thought fit, to (“Act”) and Rules made thereunder read with Articles of pass, with or without modification(s), the following resolution Association of the Company, Regulation 17 (1C) and other as an Ordinary Resolution: applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) “RESOLVED THAT approval of the members be and is hereby Regulations, 2015 and/or any other applicable laws (including accorded to confirm the payment of first, second and third any statutory amendment(s), modification(s) or re-enactment(s) interim dividend @ 13%, 20% and 19% (H 1.30, H 2.00/- and thereof, for the time being in force), Shri Prem Singh Meena H 1.90/- per equity share) on the paid-up equity share capital (DIN: 10855590), who was appointed as Director (Projects) of of the Company as approved by the Board and already paid in the Company by the Hon’ble President of India vide Ministry of the month of August, 2025, November, 2025 and February, Railway’s order no. 2025/E(O)II/40/6 dated March 19, 2026 and 2026 respectively and to declare final dividend @ 27.50% subsequently appointed as an Additional Director designated (H 2.75/- per equity share) on the paid-up equity share capital of as Director (Projects) by the Board of Directors w.e.f. March the Company for the financial year 2025-26, as recommended 19, 2026 to hold office upto the date of this Annual General by the Board of Directors.” Meeting under Section 161 of the Act and in respect of whom the Company has received a notice in writing under Section 160 3. To appoint a Director in place of Dr. Deepak Tripathi (DIN: of the Act, be and is hereby appointed as Whole Time Director 10090267) Director (Technical), who retires by rotation as [Director (Projects)] on the Board of the Company on terms & Director and being eligible, offers himself for re-appointment conditions as may be specified by the Government of India from and in this regard, to consider and if thought fit, to pass, with time to time and shall be liable to retire by rotation.” or without modification(s), the following resolution as an Ordinary Resolution: 6. To appoint Shri Jayant Kumar (DIN: 07179274), as Government Nominee Director of the Company liable to retire by rotation “RESOLVED THAT in accordance with the provisions of Section and in this regard to consider, and if thought fit, to pass 152 and other applicable provisions of the Companies Act, with or without modification, the following resolution as an 2013, Dr. Deepak Tripathi (DIN: 10090267), Director (Technical) Ordinary Resolution: who retires by rotation and being eligible offers himself for reappointment, be and is hereby reappointed as Director of the Company liable to retire by rotation.” Integrated Annual Report 2025-26 01 “RESOLVED THAT pursuant to the provisions of Section received a notice in writing under Section 160 of the Act, be and 149, 152, 161 and other applicable provisions, if any, of the is hereby appointed as Government Nominee Director on the Companies Act, 2013 (“Act”) and Rules made thereunder read Board of the Company and shall be liable to retire by rotation.” with Articles of Association of the Company, Regulation 17 (1C) 8. To re-appoint Shri Rahul Mithal (DIN:07610499) as Chairman and other applicable provisions of the SEBI (Listing Obligations & Managing Director of the Company consequent to extension and Disclosure Requirements) Regulations, 2015 and/or any of tenure, not liable to retire by rotation and in this regard to other applicable laws (including any statutory amendment(s), consider, and if thought fit, to pass with or without modification, modification(s) or re-enactment(s) thereof, for the time being in the following resolution as an Ordinary Resolution: force), Shri Jayant Kumar (DIN: 07179274), who was appointed as Government Nominee Director of the Company by the “RESOLVED THAT pursuant to the provisions of Section Hon'ble President of India vide order no. 2022/PL/57/10 dated 149, 152, 203 and other applicable provisions, if any, of the October 17, 2025 of Ministry of Railways and subsequently Companies Act, 2013 (“Act”) and Rules made thereunder read ap [Showing first 8,000 characters — download PDF for full document]