Auditor Report of Indian Railway Catering & Tourism Corporation Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of Indian Railway Catering and Tourism Corporation
Limited (“the Company”), which comprise the Balance Sheet as
at March 31, 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended and Notes
to the Standalone Financial Statements, including a summary of
material accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act,
2013, as amended, (“the Act”) in the manner so required and
give a true and fair view in conformity with the Indian Accounting
Standards (“Ind AS”) prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standard) Rules,
2015, as amended, and other accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31, 2025, its profit (financial performance including other
comprehensive income), its cash flows and the changes in equity
for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
financial Statements under the provisions of the Act and the
Rules made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to:

1. Note No. 37.2(iv) regarding Arbitration award pronounced

in April 2022 amounting to H 7,471.65 Lakhs plus simple
interest @ 6% per annum from January 2018 onwards,

given in favour of certain licensees which represents
principal amount towards claims for supply of welcome
drinks not paid to licensees and recovery of differential
costs for the supply of regular meals to the passengers on
the instructions of Railways whereas the price of combo
meal, which is lower than the price of regular meal, was
reimbursed to these licensees. The Company has filed
objections against the award and the same was listed
before Honourable High Court of Delhi. The Company
contends that the main liability in this matter would be of
Railways and the Company has the right to recovery from
Railways in case ultimately it is made liable to pay.

The hearing before Hon’ble high court was done on
19.07.2023 and as per the order dated 09.10.2023, of
Hon’ble high court, the company has been advised to
deposit bank guarantee amount. The company has filed
objections appeal against the award. In compliance of
Hon’ble Delhi High Court order, Bank Guarantee to the
tune of H 8,471.65 lakhs have been deposited with the court
registry as per the orders of Hon’ble Delhi High Court.

The Hon’ble High Court of Delhi set aside and quashed
the award of H 4200 Lakhs against IRCTC while upholding
the smaller claim of H 3200 lakhs and the aforesaid
bank guarantee(s) has been released IRCTC. Aggrieved
by the said decision, the Corporation and the licensee
both have separately filed petitions u/s 37 of Arbitration
and Conciliation Act, 1996 for challenging the impugned
judgment. The Ld. Divisional Bench by way of judgment
dated 10.02.2025 has restored the Arbitral award qua
the Claimant''s claim towards second regular meal and
welcome drinks. IRCTC has filed SLP against thejudgement
dated 10.02.2025 before the Hon''ble Supreme Court.

2. Note No.37.2(v) regarding Notice dated 25.02.2022
issued by the National Anti-Profiteering Authority (GST)
alleging profiteering amounting to H 5,041.44 Lakhs for the
period July 1, 2017 to May 31, 2020 against the Company
under Section 171 of the CGST Act, 2017 for not passing on
the benefit of reduction in rate of tax to the consumers by
way of commensurate reduction in the MRP of Railneer
brand of drinking water manufactured and sold by the
Company even though there was reduction in the tax
rate on the introduction of GST w.e.f. July 1, 2017. The
Company contends that Railneer drinking water falls
under controlled price segment as the MRP is fixed by
Ministry of Railways, Government of India and the MRP
fixed in the year 2012 is still continuing despite substantial
increase in prices of raw-materials, power, HR cost, freight

etc. Legal opinion obtained by the Company justifies the
contention of the Company. Competent Commission of
India (“CCI”) is now vested with powers to adjudicate all
such cases in which benefit of tax reduction not being
passed to consumers by the assesses and the matter is
now pending with CCI.

3. Note No. 49(b) regarding railway share on railneer, railway
board clarified that for Rail Neer plants run departmentally
by the company, the profits between Railway board and
company shall be shared in the ratio of 15:85 and for
plants operated under PPP model/run by DCO, profits
between Railway board and company shall be shared
in the ratio 40:60. Provision for the differential amount
of profit sharing @25% (40%-15%) up to 31^st March, 2023
amounting H 1451.24 Lakhs was shown as an exceptional
item for the year ended 31^st March, 2024, even though
the Company had made representation to the Railway
Board for sharing of profit at uniform ratio of 15:85 for all
Railneer plants till FY 2022-23. However, Railway Board
has advised IRCTC for sharing of profit in the ratio of 40:60
for PPP plants.

4. Note No. 39 regarding Balance confirmation letters from
parties & banks: Guidelines issued by the Company
for obtaining balance confirmation letters from parties
& banks have been followed. We are informed that
no balance confirmation letters are sent to Railways/
Government Bodies since their books of account are
maintained on cash basis. The third-party balances are
subject to confirmations and reconciliations from the
various parties. The balance confirmation letters have
been sent to private parties but the response from the
parties is not satisfactory. The system and the procedures
of obtaining balance confirmations at periodic intervals
need to be strengthened to ensure better response
from the parties.

5. Note No.51(b) regarding non-sharing of input tax credit
data of GST for certain periods by Developer cum
Operators (“DCO”) of four Rail Neer plants resulting in
non-recognition of these claims receivables in the books
of account of the Company. Amount of such claims are
not ascertainable at this stage. Further, these DCOs are
also disputing these claims including claims of H388.46
Lakhs debited to their accounts for the year 2024-25.

6. Note Nos.10.1 & 58(i) Regarding trade receivables as on March
31, 2025 includes of H 1,672.43 Crores due from Railways and
Government as on March 31, 2025 (As on March 31, 2024
H 1296.18 Crores). Out of dues from Railways and Government,
outstanding for more than 3 years amounts to H120.77 Crores
and defaulted amount of H 35.80 Crores.

7. Note No. 72 regarding Certain applications made by
the Company for advance ruling relating to applicability
of Goods and Services Tax in respect of certain income

/ receipts amounting to H 33,595 Lakhs received mainly
from the Ministry of Railways, Government of India
for which the decision of the Authority for Advance
Ruling is awaited.

8. Note No.73 regarding the Railway Board''s Commercial
Circular no. CC60 of 2019 regarding increase in catering
tariff for post and pre-paid trains, the effect of enhancement
of License Fee for the periods from 18^th November, 2019 to
22^nd March, 2020 (for post-paid trains) and 27^th November,
2021 to 31^st March, 2025 (for post and pre-paid trains)
has not been recognized as some of the licensees have
challenged Company’s decision in respective Hon’ble
High Courts of Delhi, Mumbai, Kolkata and Guwahati and
arbitration. As the matter is sub-judice and the occurrence
is dependent on outcome of certain event in future, the
impact of increase in License fees for pre-paid and post¬
paid trains has not been recognized in the financial
statements for the quarter and year ended 31^st March,
2025 and for previous years up to 31^st March, 2024.

9. Note No. 78 regarding: (i) Differences between certain
subsidiary and control ledger balances which are
under process for identification, reconciliation and
adjustments, if any, as on March 31, 2025, (ii) review and
improvement of system of identification and disclosure
of trade payables including MSME suppliers and their
classification into Micro, Small and Medium category
to ensure proper disclosure of their dues in Standalone
Financial Statements as on March 31, 2025 which needs
improvement by way of confirmations from such parties.

10. (a) Note No. 76 regarding enhancement of charges for

operation of two Tejas trains by the Railway Board,
Ministry of Railways with effect from August 13, 2021
vide its letter dated June 05, 2023 as the earlier
instructions for charges were valid till August 12,
2021. During the year ended March 31, 2024, the
Company has made provision for enhanced charges
with effect from August 13, 2021 for the period up to
March 31, 2023 amounting to H 5,126.20 Lakhs and
shown as an “Exceptional Item'' in the financial results.
However, the Company has made representation
to the Railway Board All for withdrawal of these
instructions for enhanced charges from retrospective
effect which is pending.

(b) Exceptional items include H 220.72 lakhs towards the
reversal of RU, stabling and other charges waived
off on Golden Chariot train by KTDC for the previous
Financial Year 2022-23 and of H 3,988.09 lakhs
towards net Impact of one-time reconciliation of
Legacy balances.

Our opinion on the Standalone Financial Statement is not
modified in respect of above matters.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone Financial Statements of the current period. These
matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matter described below
to be the key audit matter to be communicated in our report.

Assessment of litigation and related disclosure
of contingent liabilities

Refer to Note No. 2 (c) to the Standalone Financial Statements
- Use of estimates and judgements-Provisions, Contingent
liabilities and Contingent assets and Note No. 37.2 to the
Standalone Financial Statements for “Contingent Liabilities”
and other significant litigations stated therein.

As at March 31, 2025, the Company has exposures towards
number of litigations relating to various matters as set out in
the aforesaid Note.

Significant management’s judgement is required to assess such
matters to determine the probability of occurrence of material
outflow of economic resources and whether a provision should
be made. The judgement is also supported with legal advice in
certain material cases as considered appropriate.

As the ultimate outcome of the litigations are uncertain and
the position taken by the management are based on the
application of their best judgement which may be subject to
management bias, related legal advice including those relating
to interpretation of laws/regulations, we have identified this as
a Key Audit Matter.

How our audit addressed the key audit matter

Our audit procedures included the following:

• We understood, assessed and tested the design and
operating effectiveness of key controls surrounding
assessment of litigations relating to the relevant laws
and regulations;

• We read and considered latest orders / awards by various
courts / authorities on these matters;

• We conducted detailed discussions with in-house
legal head, tax consultants and senior management
to understand their assessment on the most likely
outcome of the material litigations and to understand
the basis considered for the provisions made towards
these litigations;

• We performed our assessment on a test basis on the
underlying calculations supporting the contingent

liabilities/other significant litigations disclosed in the
Standalone Financial Statements;

• We considered external legal opinions, where relevant,
obtained by management;

• We evaluated management’s assessments by
understanding precedent set in similar cases and
assessed the reliability of the management’s past
estimates /judgements;

• We evaluated management’s assessment around those
matters that are not disclosed or not considered as
contingent liability, as the probability of material outflow
is considered to be remote by the management; and

• We assessed the adequacy of the Company’s disclosures.

Based on the above work performed, the assessment of
management in respect of litigations and related disclosures
relating to contingent liabilities/other significant litigations
in the Standalone Financial Statements is considered
to be reasonable.

Information Other than the Financial Statements
and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management Discussion and Analysis,
Board’s Report including Annexures to Board’s Report,
Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the Standalone
Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not
cover the other information and we do not express any form of
assurance / conclusion thereon.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the Standalone Financial Statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.
Such other information is pending as on the date of
our audit report.

Responsibilities of Management for the
Standalone Financial Statements

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these Standalone Financial Statements that

give a true and fair view of the financial position, financial
performance including other comprehensive income, and cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial Statements, management is
responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing
the Company’s financial reporting process.

Auditor’s Responsibility for the audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial
Statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves
fair presentation.

Materiality is the magnitude of misstatements in the Standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of reasonably
knowledgeable user of the Standalone financial statements
may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work
and evaluating results of that work; and (ii) to evaluate the
effect of any identified misstatements in the Standalone
financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
we give in the “Annexure 1” a statement on the matters
specified in paragraphs 3 and 4 of the Order to the
extent applicable.

2. As required by Section 143(3) of the Act, based on our
audit we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit except for the following:

(i) Balance confirmation letters were not received
by us from most of the parties and some of the
banks. Further, balance confirmation letters
were not sent by offices of IRCTC to railways
and Government Departments. Impact of our
observations stated above on Standalone
Financial Statements can’t be quantified.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss
including other Comprehensive income, the Cash
Flow Statement and Statement of Changes in equity
dealt with by this report are in agreement with the
books of account.

(d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards specified in the companies (Indian
Accounting Standards) rules, 2015 (as amended)
under Section 133 of the Act.

(e) In terms of Notification No. 463 (E) dated 5^th June,
2015 issued by the Ministry of Corporate affairs,
provisions of Section 164(2) of the Act regarding
disqualifications of the Directors, are not applicable
as it is a Government Company.

(f) With respect to the adequacy of internal financial
controls over financial reporting with reference to the
Standalone Financial Statements of the Company
and the operating effectiveness of such controls, refer
to our separate Report in “Annexure 2”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s
internal financial controls over financial reporting.

(g) As required by sub-section (5) of section 143 of the
Act, we enclose herewith “Annexure 3”, a Statement
on the Directions issued by the Comptroller and
Auditor General of India.

(h) As per notification No. GSR 463 (E) dated June 5,
2015 issued by the Ministry of Corporate Affairs,
Government of India, Section 197 of the Act is
not applicable to the Government Companies.
Accordingly, reporting in accordance with
requirements of provisions of section 197(16) of the
Act is not applicable to the Company.

(i) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Standalone Financial Statements. Refer Note
No. 37.2 of the Standalone Financial Statements.

ii. The Company has not entered into any long¬
term contracts including derivative contracts.

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The Company has represented that, to

the best of its knowledge and belief, no
funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company
to any persons or entities, including
foreign entities (“intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the intermediary
shall, whether directly or indirectly lend
or invest in other persons or entities or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The Company has represented that, to the
best of its knowledge and belief, no funds
have been received by the Company

from any persons or entities, including
foreign entities (“intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding party “Ultimate
Beneficiaries” or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;

(c) Based on such audit procedures that
we have considered appropriate in the
circumstances; nothing has come to our
notice that has caused us to believe that
the representations made to us under
paragraphs (iv)(a) and (b) contain any
material mis- statement.

v. The final dividend paid by the Company
during the current year in respect of the same
declared for the previous year is in accordance
with section 123 of the Companies Act 2013 to
the extent it applies to payment of dividend.
The interim dividend declared and paid by the
company during the year and until the date
of this report is in compliance with Section
123 of the Act. Further, the board of directors
of the company have proposed final dividend
for the current year which is subject to the

approval of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

vi. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31, 2025 which
has a feature of recording audit trail (edit log)
facility and the same has operated throughout
the year for all relevant transactions recorded
in the software. Further, during the course of
our audit we did not come across any instance
of the audit trail feature being tampered with
and audit trail has been preserved by the
company as per statutory requirements for
record retention.

For N. K. Bhargava & Co.

Chartered Accountants

(Firm’s Registration No. 000429N)

(N. K. Bhargava) (Partner)

Membership No: 080624

Place: New Delhi Dated: May 28, 2025

UDIN: 25080624BMLCQC5333

---

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Indian Railway Catering and Tourism Corporation Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and Notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended, (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to:

1. Note No. 37.2(iv) regarding Arbitration award pronounced in April 2022 amounting to H 7,471.65 Lakhs plus simple interest @ 6% per annum from January 2018 onwards, given in favour of certain licensees which represents

principal amount towards claims for supply of welcome drinks not paid to licensees and recovery of differential costs for the supply of regular meals to the passengers on the instructions of Railways whereas the price of combo meal, which is lower than the price of regular meal, was reimbursed to these licensees. The Company has filed objections against the award and the same was listed before Honourable High Court of Delhi. The Company contends that the main liability in this matter would be of Railways and the Company has the right to recovery from Railways in case ultimately it is made liable to pay.

The hearing before Hon’ble high court was done on 19.07.2023 and as per the interim order dated 09.10.2023, of Hon’ble high court, the company has been advised to deposit bank guarantee amount. The company has filed objections appeal against the award. In compliance of Hon’ble Delhi High Court order, Bank Guarantee to the tune of H 8,471.65 lakhs have been deposited with the court registry as per the orders of Hon’ble Delhi High Court. It is to mention that the Hon’ble High Court, Delhi has reserved the judgment in the said matter.

2. Note No.37.2(v) regarding Notice dated 25.02.2022 issued by the National Anti-Profiteering Authority (GST) alleging profiteering amounting to H 5,041.44 Lakhs for the period July 1, 2017 to May 31, 2020 against the Company under Section 171 of the CGST Act, 2017 for not passing on the benefit of reduction in rate of tax to the consumers by way of commensurate reduction in the MRP of Railneer brand of drinking water manufactured and sold by the Company even though there was reduction in the tax rate on the introduction of GST w.e.f. July 1, 2017. The Company contends that Railneer drinking water falls under controlled price segment as the MRP is fixed by Ministry of Railways, Government of India and the MRP fixed in the year 2012 is still continuing despite substantial increase in prices of raw-materials, power, HR cost, freight etc. Legal opinion obtained by the Company justifies the contention of the Company. Competent Commission of India (“CCI”) is now vested with powers to adjudicate all such cases in which benefit of tax reduction not being passed to consumers by the assesses and the matter is now pending with CCI.

3. Note Nos. 49(b) regarding Railway board clarified that for Rail Neer plants run departmentally by the company, the profits between Railway board and company shall be shared in the ratio of 15:85 and for plants operated under PPP model/run by DCO, profits between Railway board and

company shall be shared in the ratio 40:60. Accordingly, the company has recognized profit Share amounting to H 320.33 Lakhs being 15% of profit of Departmentally run Railneer plants and H 452.25 Lakhs being 40% of the profits of plants run on PPP model during the year ended 31st March, 2024 after charging profit Share amounting H 1451.24 Lakhs towards differential profit Share @25% on profits from PPP plants for previous years. Provision for the differential amount of profit sharing @25% (40%-15%) up to 31st March, 2023 amounting H 1451.24 Lakhs is shown as an exceptional item for the year ended 31st March, 2024, even though the Company has made representation to the Railway Board for sharing of profit at uniform ratio of 15:85 for all Railneer plants till FY 2022-23. Response from Railway Board is still awaited. These matters are subject to reconciliation with the Railways.

4. Note No. 39 regarding Balance confirmation letters from parties & banks: Guidelines issued by the Company for obtaining balance confirmation letters from parties & banks have been followed. We are informed that no balance confirmation letters are sent to Railways since their books of account are maintained on cash basis. We note that substantial amounts are receivable / payables from / to Railways which also includes number of inoperative debit balances and few credit balances as on March 31, 2024 including legacy debit & credit balances i.e. those pertaining to the period of transfer of catering operations from / to the Railways. Further, response to balance confirmation letters sought from other parties and banks was negligible and the system and procedures of obtaining balance confirmations at periodical intervals has not been reviewed and strengthened to ensure better response from the parties.

5. Note No.51(b) regarding non-sharing of input tax credit data of GST for certain periods by Developer cum Operators (“DCO”) of four Rail Neer plants resulting in non-recognition of these claims receivables in the books of account of the Company. Amount of such claims are not ascertainable at this stage. Further, these DCOs are also disputing these claims including claims of H 364.83 Lakhs debited to their accounts.

6. Note Nos.10.1 & 58(i) Regarding trade receivables as on March 31, 2024 includes of H 1,296.18 Crores due from Railways and Government as on March 31, 2024 (As on March 31, 2023 H 1053.53 Crores). Out of dues from Railways and Government, outstanding for more than 3 years amounts to H 134.65 Crores include defaulted amount to H 35.86 Crores.

7. Note No. 72 regarding Certain applications made by the Company for advance ruling relating to applicability of Goods and Services Tax in respect of certain income / receipts amounting to H 33,595 Lakhs received mainly from the Ministry of Railways, Government of India for which the decision of the Authority for Advance Ruling is awaited.

8. Note No.73 regarding non-recognition of revenue for the financial years 2020-21 to 2023-24 from the increase to be made in license fee for trains due to tariff revision made by the Railway Board in financial year 2019-20 as the exercise regarding sale-assessment of post-paid trains, which will determine the percentage of increase in license fee, is still under progress as on date. Regarding prepaid trains, even though the sale assessment is over but no revenue was also recognised as certain licensees have disputed demand of additional license fee on account of tariff revision. As the revenue to be recognised can’t be either ascertained at this stage or is disputed, the same has been postponed.

9. Note No. 78 regarding: (i) Differences between certain subsidiary and control ledger balances which are pending for identification, reconciliation and adjustments, if any, as on March 31, 2024, (ii) review and improvement of system of identification and disclosure of trade payables pending, (iii) identification of MSME suppliers and their classification into Micro, Small and Medium category to ensure proper disclosure of their dues in Standalone Financial Statements as on March 31, 2024 which needs improvement by way of confirmations from such parties and their classification into Micro, Small and Medium category.

10. Note No. 79 regarding Inadmissible payments made of ex-gratia / performance related pay to deputationists amounting to H 230.13 Lakhs since the year 2015-16 to 2020-21 as stated by C&AG in their provisional Para for C&AG’s Report (Railways) for the year ended March 31, 2022 sent to Railway Board. Vide letter dated January 24, 2023, the Company has given its response to the Railway Board letter dated January 09, 2023 seeking comments from the Company wherein payments made to deputationists was justified by the Company. No further communication has been received from Ministry of Railways by the company. Appropriate decision will be taken on this matter as and when response is received from Ministry of Railways.

11. Note No. 76 regarding enhancement of charges for operation of two Tejas trains by the Railway Board, Ministry of Railways with effect from August 13, 2021 vide its letter dated June 05, 2023 as the earlier instructions for charges were valid till August 12, 2021. During the year ended March 31, 2024, the Company has made provision for enhanced charges with effect from August 13, 2021 for the period up to March 31, 2023 amounting to H 5,126.20 Lakhs and shown as an “Exceptional Item'' in the financial results. However, the Company has made representation to the Railway Board All for withdrawal of these instructions for enhanced charges from retrospective effect which is pending.

Our opinion on the Standalone Financial Statement is not modified in respect of above matters.

Key Audit Matter

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Assessment of litigation and related disclosure of contingent liabilities

Refer to Note No. 2 (o) to the Standalone Financial Statements - Use of estimates and judgements-Provisions, Contingent liabilities and Contingent assets and Note No. 37.2 to the Standalone Financial Statements for “Contingent Liabilities” and other significant litigations stated therein.

As at March 31, 2024, the Company has exposures towards number of litigations relating to various matters as set out in the aforesaid Note.

Significant management’s judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be made. The judgement is also supported with legal advice in certain material cases as considered appropriate.

As the ultimate outcome of the litigations are uncertain and the position taken by the management are based on the application of their best judgement which may be subject to management bias, related legal advice including those relating to interpretation of laws/regulations, we have identified this as a Key Audit Matter.

How our audit addressed the key audit matter

Our audit procedures included the following:

• We understood, assessed and tested the design and operating effectiveness of key controls surrounding assessment of litigations relating to the relevant laws and regulations;

• We read and considered latest orders / awards by various courts / authorities on these matters;

• We conducted detailed discussions with in-house legal head, tax consultants and senior management to understand their assessment on the most likely outcome of the material litigations and to understand the basis considered for the provisions made towards these litigations;

• We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/other significant litigations disclosed in the Standalone Financial Statements;

• We considered external legal opinions, where relevant, obtained by management;

• We evaluated management’s assessments by understanding precedent set in similar cases and assessed the reliability of the management’s past estimates /judgements;

• We evaluated management’s assessment around those matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management; and

• We assessed the adequacy of the Company’s disclosures.

Based on the above work performed, the assessment of management in respect of litigations and related disclosures relating to contingent liabilities/other significant litigations in the Standalone Financial Statements is considered to be reasonable.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the Standalone Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance / conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Such other information is pending as on the date of our audit report.

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, and cash

flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial Statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of reasonably knowledgeable user of the Consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and evaluating results of that work; and (ii) to evaluate the effect of any identified misstatements in the Consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for the following:

(i) Balance confirmation letters were not received by us from most of the parties and banks. Further, balance confirmation letters were not sent by offices to railways which is against the guidelines agreed upon with us.

Impact of our observations stated above on Standalone Financial Statements can’t be quantified.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive income, the Cash Flow Statement and Statement of Changes in equity dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) In terms of Notification No. 463 (E) dated 5th June, 2015 issued by the Ministry of Corporate affairs, provisions of Section 164(2) of the Act regarding disqualifications of the Directors, are not applicable as it is a Government Company.

(f) With respect to the adequacy of internal financial controls over financial reporting with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such

controls, refer to our separate Report in “Annexure 2”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) As required by sub-section (5) of section 143 of the Act, we enclose herewith “Annexure 3”, a Statement on the Directions issued by the Comptroller and Auditor General of India.

(h) As per notification No. GSR 463 (E) dated June 5, 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in accordance with requirements of provisions of section 197(16) of the Act is not applicable to the Company.

(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note No. 37.2 of the Standalone Financial Statements.

ii. The Company has not entered into any longterm contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Company has represented that, to

the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to any persons or entities, including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Company has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Company

---

Mar 31, 2023

Indian Railway Catering and Tourism Corporation Limited Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of Indian Railway Catering and Tourism Corporation Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and Notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended, (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to:

1. Note No. 37.2(iv) regarding arbitration award pronounced

in April 2022 amounting to H7,400Lakhs plus simple

interest @ 6% per annum from January 2018 onwards, given in favour of certain licensees which represents principal amount towards claims for supply of welcome drinks not paid to licensees and recovery of differential costs for the supply of regular meals to the passengers on the instructions of Railways whereas the price of combo meal, which is lower than the price of regular meal, was reimbursed to these licensees. The Company has filed objections against the award and the same was listed before Honourable High Court of Delhi. Matter is pending. The Company contends that the main liability in this matter would be of Railways and the Company has the right to recovery from Railways in case ultimately it is made liable to pay.

2. Note No.37.2(v) regarding notice dated 25.02.2022

issued by the National Anti-Profiteering Authority (GST) alleging profiteering amounting to H5,041.44Lakhs for the period July 1, 2017 to May 31, 2020 against the Company under Section 171 of the CGST Act, 2017 for not passing on the benefit of reduction in rate of tax to the consumers by way of commensurate reduction in the MRP of Railneer brand of drinking water manufactured and sold by the Company even though there was reduction in the tax rate on the introduction of GST w.e.f. July 1, 2017. The Company contends that Railneer drinking water falls under controlled price segment as the MRP is fixed by Ministry of Railways, Government of India and the MRP fixed in the year 2012 is still continuing despite substantial increase in prices of raw-materials, power, HR cost, freight etc. Legal opinion obtained by the Company justifies the contention of the Company. Competent Commission of India (“CCI”) is now vested with powers to adjudicate all such cases in which benefit of tax reduction not being passed to consumers by the assesses and the matter is now pending with CCI.

3. Note Nos. 54(b) & 83 regarding 15% share of Railneer Segment profit for the period 2007-08 to 2020-21 amounting to H2,713.32Lakhs paid to Railways which was shown as an Exceptional Item in the Statement of Profit and loss of the Company during the previous year. The Railway Board has demanded 40% share of PPP plants revenue whereas the Company has contended that PPP plants are not run on license basis and accordingly paid 15% share of profits of these plants which is included in above payment. No provision for share of Railways was considered necessary by the Company in view of treatment of above payment of H2,713.32Lakhs as an expense for the previous year which resulted into loss of Railneer segment in the previous year. These matters are subject to confirmation / reconciliation by / with the Railways.

4. Note No. 39 regarding balance confirmation letters from parties & banks. Guidelines issued by the Company for obtaining balance confirmation letters from parties & banks have been followed partially by certain offices. We are informed that no balance confirmation letters are sent to Railways since their books of account are maintained on cash basis. We note that substantial amounts are receivable / payables from / to Railways which also includes number of inoperative debit balances and few credit balances as on March 31, 2023 including legacy debit & credit balances i.e. those pertaining to the period of transfer of catering operations from / to the Railways. Further, response to balance confirmation letters sought from other parties and banks was negligible and the system and procedures of obtaining balance confirmations at periodical intervals has not been reviewed and strengthened to ensure better response from the parties.

5. Note No. 56(b) regarding non-sharing of input tax credit data of GST for certain periods by Developer cum Operators (“DCO”) of four Rail Neer plants resulting in non-recognition of these claims receivables in the books of account of the Company. Amount of such claims are not ascertainable at this stage. Further, these DCOs are also disputing these claims including claims of H751.74Lakhs debited to their accounts.

6. Note Nos.10.1 & 63(i) regarding trade receivables as on March 31, 2023 of H851Crores due from Railways as on March 31, 2023 (As on March 31, 2022 H353 Crores). Out of dues from Railways, outstanding for more than six months amounts to H407 Crores which also includes inoperative balances of H88 Crores due for 3 to 5 years classified as good and recoverable as on March 31, 2023 even though no balance confirmation of Railways is available for these dues as on March 31, 2023.

7. Note No. 77 regarding certain applications made by the Company in previous years for advance ruling relating to applicability of Goods and Services Tax in respect of certain income / receipts amounting to H33,595Lakhs received mainly from the Ministry of Railways, Government of India for which the decision of the Authority for Advance Ruling is awaited.

8. Note No.79 regarding non-recognition of revenue for the financial years 2020-21 to 2022-23 from the increase to be made in license fee for trains due to tariff revision made by the Railway Board in financial year 2019-20 as the exercise regarding sale-assessment of post-paid trains, which will determine the % of increase in license fee, is still under progress as on date. Regarding prepaid trains, even though the sale assessment is over but no revenue was also recognised as certain licensees have disputed demand of additional license fee on account of tariff revision. As the revenue to be recognised can''t be either ascertained at this stage or is disputed, the same has been postponed.

9. Note No. 85 regarding: (i) differences between certain subsidiary and control ledger balances which are pending for identification, reconciliation and adjustments, if any, as on March 31, 2023, (ii) review and improvement of system of identification and disclosure of trade payables pending, (iii) marking / knocking off payments made to suppliers and receipts from trade receivables with relevant invoices received / raised for disclosing proper ageing of trade payables and trade receivables at the year-end in the Standalone Financial Statements which are pending in certain cases and (iv) identification of MSME suppliers and their classification into Micro, Small and Medium category to ensure proper disclosure of their dues in Standalone Financial Statements as on March 31, 2023 which needs improvement by way of confirmations from such parties and their classification into Micro, Small and Medium category.

10. Note No. 86 regarding Railway Board letter dated February 23, 2023 imposing fine on the Company @ H1 Lakh per day till the services commences in case catering services are not commenced in trains within 3 days from the date of intimation by the Zonal Railways. The Company has made representation to the Railway Board in March 2023 for review of these instructions for which response of the Railway Board is awaited. Amount of fine payable as on March 31, 2023 not ascertained by the management.

11. Note No. 87 regarding inadmissible payments made of ex-gratia / performance related pay to deputationists amounting to H230.13Lakhs since the year 2015-16 to 2020-21 as stated by C&AG in their provisional Para for C&AG''s Report (Railways) for the year ended March 31, 2022 sent to Railway Board. Vide letter dated January 24, 2023, the Company has given its response to the Railway Board letter dated January 09, 2023 seeking comments from the Company wherein payments made to deputationists was justified by the Company. Pending receipt of communication from Railway Board in this regard, amounts paid H243.70Lakhs including H13.57Lakhs for the year 2021-22 has not been shown as recoverable in the books.

Our opinion on the Standalone Financial Statement is not modified in respect of above matters.

Key Audit Matter

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Assessment of litigation and related disclosure of contingent liabilities

Refer to Note No. 2 (o) to the Standalone Financial Statements - Use of estimates and judgements-Provisions, Contingent liabilities and Contingent assets and Note No. 37.2 to the Standalone Financial Statements for “Contingent Liabilities” and other significant litigations stated therein.

As at March 31, 2023, the Company has exposures towards number of litigations relating to various matters as set out in the aforesaid Note.

Significant management''s judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be made. The judgement is also supported with legal advice in certain material cases as considered appropriate.

As the ultimate outcome of the litigations are uncertain and the position taken by the management are based on the application of their best judgement which may be subject to management bias, related legal advice including those relating to interpretation of laws / regulations, we have identified this as a Key Audit Matter.

How our audit addressed the key audit matter

Our audit procedures included the following:

• We understood, assessed and tested the design and operating effectiveness of key controls surrounding assessment of litigations relating to the relevant laws and regulations;

• We read and considered latest orders / awards by various courts / authorities on these matters;

• We conducted detailed discussions with in-house legal head, tax consultants and senior management to understand their assessment on the most likely outcome of the material litigations and to understand the basis considered for the provisions made towards these litigations;

• We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/other significant litigations disclosed in the Standalone Financial Statements;

• We considered external legal opinions, where relevant, obtained by management;

• We evaluated management''s assessments by understanding precedent set in similar cases and assessed the reliability of the management''s past estimates / judgements;

• We evaluated management''s assessment around those matters that are not disclosed or not considered as

contingent liability, as the probability of material outflow is considered to be remote by the management; and

• We assessed the adequacy of the Company''s disclosures.

Based on the above work performed, the assessment of management in respect of litigations and related disclosures relating to contingent liabilities / other significant litigations in the Standalone Financial Statements is considered to be reasonable.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance / conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Such other information is pending as on the date of our audit report.

Responsibilities of Management for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial Statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibility for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high Level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit except for the following:

(i) Balance confirmation letters were not received by us from most of the parties and banks. Further, balance confirmation letters were not sent by certain offices which is against the guidelines agreed upon with us;

(ii) Information and explanations are being furnished to us with substantial delays by certain offices, and

(iii) Information and explanations sought regarding differences between financial data (including difference of H423Lakhs between trade receivables as on December 31, 2022) of operations department in “Air Ticketing Division” under the Tourism Office at Corporate Office and the books of account maintained by the Company in ERP were not furnished to us.

Impact of our observations stated above on Standalone Financial Statements can''t be quantified.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive income, the Cash Flow Statement and Statement of Changes in equity dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act:

(e) In terms of Notification No. 463 (E) dated 5th June, 2015 issued by the Ministry of Corporate affairs, provisions of Section 164(2) of the Act regarding disqualifications of the Directors, are not applicable as it is a Government Company.

(f) With respect to the adequacy of internal financial controls over financial reporting with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure 2. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) As required by sub-section (5) of section 143 of the Act, we enclose herewith “Annexure 3”, a Statement on the Directions issued by the Comptroller and Auditor General of India.

(h) As per notification No. GSR 463 (E) dated June 5, 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in accordance with requirements of provisions of section 197(16) of the Act is not applicable to the Company.

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note No. 37.2 of the Standalone Financial Statements.

ii. The Company has not entered into any longterm contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Company has represented that, to the

best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to any persons or entities, including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Company has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party “Ultimate Beneficiaries” or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that we have considered appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations made to us under paragraphs (iv)(a) and (b) contain any material mis-statement.

v. The interim and final dividends paid during the financial year are in compliance with provisions of section 123 of the Act. Further, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members of the Company at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of

recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For P.R. Mehra & Co

Chartered Accountants

(Firm''s Registration No. 000051N)

Ashok Malhotra

(Partner)

Membership No: 082648

Place: New Delhi

Dated: May 29, 2023

UDIN:23082648BGZELT4140

---

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Indian Railway Catering and Tourism Corporation Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and Notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended, (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards(“Ind AS”) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, itsprofit(financial performance includingother comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the StandaloneFinancial Statementsin accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statementssection of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to:

1. Note No.79 regarding non-recognitionof revenue in the financial years2020-21 and 2021-22 from the increase to be made in license fee due to tariff revision made by the Railway Boardin FY 2019-20as theexercise regardingsale-assessment,which will determine the % of increase in license fee, is still under progress as on date. As the revenue to be recognised can’t be measured reliably at this stage, the same has been postponed.

2. Note No. 77 regarding certain applications made by the Company in previous years for advance ruling relating to applicability of Goods and Services Tax in respect of certain income / receiptsamounting to H33,595Lakhsreceived mainly from the Ministry of Railways, Government of India for which the decision of the Authority for Advance Ruling isawaited.

3. Note No. 37.2(iii) regardingorder of commissioner of VAT dated 23rd March 2006 for levying VAT on on-board catering services in trains treating the same as sales. The plea of the company was not accepted by the Appellate Tribunal as well as by the Hon’ble Delhi High Court and SLP is now pending at the Hon’ble Supreme Court of India. The company has made provision for VAT liability of H8,251.01Lakhs (net of corresponding VAT Input and service tax paid) in the previous years since the Company contends that only one of these taxes can be made applicable. VAT Input amounting to H1,119Lakhs has been stated as balance with Govt. authorities under Other Current Assets.

4. Note No. 38 regarding transaction by transaction reconciliation not being done for many bank accounts being handled at Internet Ticketing Segment of the Company on account of:(i) voluminous ticket bookings and cancellations and (ii) non-availability of transaction-wise daily debits and credits report from banks required for automated reconciliation system.

5. Note No. 85 regarding large number of legacy debit & credit balances, including those pertaining to the period of transfer of catering operations from / to the Railways and differences between certain subsidiary and control ledger balancesin respect of trade receivables, sundry creditors,

deposits received etc. are pending for confirmation / reconciliationand adjustment as on March 31, 2022.

Further, we have relied upon the classification / identification of liabilities into trade payable and other liabilities and ageing of trade payables & receivables furnished by the Company in the financial statements. In our opinion, the system of identification of trade payablesand ageing of payables and receivables needs improvement to ensure that these are reflected correctly in the Standalone Financial Statements.

6. Note No. 84 regarding change in accounting policy for accounting income from integration charges (NonRefundable one-time) received from booking agents for providing connectivity with the Company’s Portal for railway ticket online booking which was hitherto recognized as revenue over the initial contract period of one to three years whereas now it is being recognized over the expected contract period (estimated 20 years) to comply with the requirements of Indian Accounting Standard 115 on “Revenue from Contracts with Customers”. This change has resulted into reduction of profit by H342.27Lakhs (net of deferred tax of H115.13Lakhs) for the year ended March 31, 2022 {previous year profit reduced by H56.04Lakhs (net of deferred tax of H18.85Lakhs)} and other equity comprising of retained earnings as at March 31, 2020 also reduced by H1,325.70Lakhs (net of deferred tax of H445.91Lakhs).

7. Note Nos. 54(b)& 83(ii)regarding 15% share of Railneer Segment profit for the period 2007-08 to 2020-21 amounting to H2,713.32Lakhs paid to Railways during this financial year as the Railway Board has not accepted contention of the Company i.e. Railneer is part of catering segment and the catering segment is in loss, and the same is shown as an Exceptional Item in Statement of Profit and loss. Further, Railway board is demanding 40% share of PPP plantsrevenue whereas the Company has contended that PPP plants are not run on license basis and accordingly paid 15% share of profits of these plants which is included in above payment. No provision for Railway’s share in current year profits is considered necessary by the Company in view of treatment of above payment of H2,713.32Lakhs as an expense for the current year. These matters are subject to confirmation / reconciliation by / with the Railways.

8. Note No.37.2(v) regarding notice dated 25.02.2022 issued by the National Anti-Profiteering Authority (GST) alleging profiteering amounting to H5,041.44Lakhs for the period July 1, 2017 to May 31, 2020 against the Company under Section 171 of the CGST Act, 2017 for not passing on the benefit of reduction in rate of tax to the consumers by way of commensurate reduction in the MRP of Railneer brand of drinking water manufactured and sold by the Company even though there was reduction in the tax rateon the introduction of GST w.e.f. July 1, 2017. The Company contends that Railneer drinking water falls under controlled price segment

as the MRP is fixed by Ministry of Railways, Government of India and the MRP fixed in the year 2012 is still continuing despite substantial increase in prices of raw-materials, power, HR cost, freight etc.Even though the Company is yet to give response to the above notice, legal opinion obtained by the Company justifies the contention of the Company.

9. Note No. 37.2(iv) regarding arbitration award pronounced in April 2022 amounting to H7,400Lakhs plus simple interest @ 6% per annum from January 2018 onwards, given in favour of certain licensees which represents principal amount towards claims for supply of welcome drinks not paid to licensees and recovery of differential costs for the supply of regular meals to the passengers on the instructions of Railways whereas the price of combo meal, which is lower than the price of regular meal,was reimbursed to these licensees. The Company contends that the matter has been referred to the Railways for their instructions on this matter as the main liability in this matter would be of Railways and the Company has the right to recovery from Railways in case ultimately it is made liable to pay.

10. Note No. 39 regarding balance confirmation letters sent to Railways, other parties and banks. No response was received from Railways and at present, there is no system / mechanism to ensure periodical reconciliation of outstandings with Railways which also includes substantial inoperative debit and credit balances as on March 31, 2022. Further, response to balance confirmations sought from other parties and banks was poor.Identification of MSME parties to ensure proper disclosure of their dues as at the year-end needs to be properly documented & recorded.

Ouropinion on the Standalone Financial Statement is not modified in respect of above matters.

Key Audit Matter

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Assessment of litigation and related disclosure of contingent liabilities

Refer to Note No. 2 (o) to the StandaloneFinancial Statements - Use of estimates and judgements-Provisions,Contingent liabilitiesand Contingent assets and Note No. 37.2 to the Standalone Financial Statements for “Contingent Liabilities” andother significant litigations stated therein.

As at March 31, 2022, the Company has exposures towards

number of litigations relating to various matters as set out in the aforesaid Notes.

Significant management’s judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be made. The judgement is also supported with legal advice in certain material cases as considered appropriate.

As the ultimate outcome of the litigations are uncertain and the position taken by the management are based on the application of their best judgement which may be subject to management bias, related legal advice including those relating to interpretation of laws/regulations, we have identified this as a Key Audit Matter.

How our audit addressed the key audit matter Our audit procedures included the following:

• We understood, assessed and tested the design and operating effectiveness of key controls surrounding assessment of litigations relating to the relevant laws and regulations;

• We read and considered latest orders / awards by various courts / authorities on these matters;

• We conducted detailed discussions with in-house legal head, tax consultants and senior management to understand their assessment on the most likely outcome of the material litigations and to understand the basis considered for the provisions made towards these litigations;

• We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/ other significant litigations disclosed in the Standalone Financial Statements;

• We considered external legal opinions, where relevant, obtained by management;

• We evaluated management’s assessments by understanding precedent set in similar cases and assessed the reliability of the management’s past estimates / judgements;

• We evaluated management’s assessment around those matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management; and

• We assessed the adequacy of the Company’s disclosures.

Based on the above work performed, the assessment of management in respect of litigations and related disclosures relating to contingent liabilities/other significant litigations in the Standalone Financial Statements is considered to be reasonable.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the Standalone Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance / conclusion thereon.

In connection with our audit ofthe Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Such other information is pending as on the date of our audit report.

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial Statements, management is responsible for assessing the Company’s ability to continue as

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive income, the Cash Flow Statement and Statement of Changes in equity dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act:

(e) In terms of Notification No. 463 (E) dated 5th June, 2015 issued by the Ministry of Corporate affairs, provisions of Section 164(2) of the Act regarding disqualifications of the Directors, are not applicable as it is a Government Company.

(f) With respect to the adequacy of internal financial controls over financial reporting with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure 2. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(g) As required by sub-section (5) of section 143 of the Act, we enclose herewith “Annexure 3”, a Statement on the Directionsissued by the Comptroller and Auditor General of India.

(h) As per notification No. GSR 463 (E) dated June 5, 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in accordance with requirements of provisions of section 197(16) of the Act is not applicable to the Company.

(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note No. 37.2 of the Standalone Financial Statements.

ii. The Company has not entered into any long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s

report to the related disclosures in the financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial Statements, including the disclosures, and whether the financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for non-receipt of balance confirmation letters for amounts due from / to the Railways, other debtors, creditors and balances / deposits held with the banks.

iv. (a) The Company has represented that, to the

best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to any persons or entities, including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether directly or indirectly lend or invest in other persons or entities or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Company has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party “Ultimate Beneficiaries” or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that we have considered appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations made to us under paragraphs (iv)(a) and (b) contain any material mis-statement.

v. The interim and final dividends paid during the financial year are in compliance with provisions of section 123 of the Act. Further, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members of the Company at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

For P.R. Mehra & Co

Chartered Accountants

(Firm’s Registration No. 000051N)

Ashok Malhotra

(Partner)

Membership No: 082648

Place: New Delhi

Dated:May 30, 2022

UDIN: 22082648AJYEAB5737

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of INDIAN RAILWAY CATERING & TOURISM CORPORATION LIMITED, as at 31st March, 2011 and the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 we annex hereto a statement on the matters specified in Paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 here above, we report that:-

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, the Profit and Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance sheet, the Profit and Loss Account & the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable to the Company;

(v) The Company is a Government Company and the Directors have been appointed by the Central Government. Hence clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 is not applicable and hence no comments.

In our opinion and to the best of our information & according to the explanations given to us, the said Financial Statements read with the notes thereon in Schedule 25 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii. in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

iii. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS'' REPORT TO THE MEMBERS OF INDIAN RAILWAY CATERING ANDTOURISM CORPORATION LIMITED FORTHE YEAR ENDED 31st MARCH 2011.

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b) There is an adequate system of physical verification, once a year by the Management having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the year by the management.

c) During the year, the company has not disposed off any substantial part of its fixed assets; therefore, it does not affect the going concern assumption.

ii) a) According to information and explanation given to us the inventories have been physically verified during the year. No material discrepancies have been noticed.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Hence no further comments are required under clauses (a) to (g) of para 4 (iii) of CARO, 2003.

iv) In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the Company and nature of its business, for purchase of inventory and fixed assets and for providing of services. Further, on the basis of our examination and according to the information and explanations given to us, we have not observed any continuing failure or major weaknesses which need to be corrected in internal control systems.

v) Based on our examination and according to the information and explanations given to us, we are of the opinion that there were no transactions during the year that need to be entered in the Register maintained under Section 301 of the Companies Act 15356.

vi) Based on our scrutiny of the company''s record & according to the explanations given to us by the management, the Company has not accepted any deposits from public during the year.

vii) The internal audit of the Company is being carried out by a firm of Chartered Accountants. The scope given is commensurate with the size and nature of company''s business.

viii) As informed to us the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

ix) a) As informed to us, and based on our examination of records and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty and Excise Duty whichever is applicable with the appropriate authorities and there were no arrears outstanding of statutory dues as at the last day of financial year for a period of more than six months from the date they became payable.

b) According to the information made available to us, following are the amounts which have not been deposited because of disputes:

Statute Amount (in lacs) Forum at which dispute is pending

Service Tax 239.03 Commissioner of service tax

Service Tax 169.06 Commissioner of service tax

Service Tax 19.18 Commissioner (Appeals)

Income Tax 30.69 Commissioner (Appeals)

Income Tax 7.33 ITAT

VAT 15.82 CTO, Hyderabad

x) The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year ended 31st March, 2011 and in the immediately preceding financial year.

xi) In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution. The Company has not issued any debentures.

xii) The Company has not granted loan and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit fund company, nidhi/mutual benefit fund/societies, therefore, no comment is required to be given under para 4 (xiii) of CARO, 2003.

xiv) The Company is not dealing or trading in any shares, securities, debentures and other Investments. Accordingly the provisions of clause 4 (xiv) of CARO is not applicable to the company.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to information and explanations given to us, the company has not raised any loans.

xvii) On the basis of information and explanations given to us, and on an overall examination of the financial statements of the company, no funds have been raised on short-term basis. Hence, no comments required.

xviii) According to the information and explanation given to us, during the period covered by our audit report, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures, therefore, no comment is required to be given under para 4 (xix) of CARO, 2003.

xx) The Company has not raised any money by public issue, therefore, no comment is required to be given under para 4 (xx) of CARO, 2003.

xxi) According to the information and explanations given to us by the management, no fraud on the company or by the Company has been noticed during the year.

For Bhushan Bensal Jain Associates

Chartered Accountants FRN:003884N

Sd/-

(CA. Ravi Bhardwaj)

Partner Membership No. 80656

Place: New Delhi

Date : 2nd September 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED, as at 31st March 2010, Profit & Loss Account for the year ended on that date and Cash Flow Statement for the year ended on that date annexed thereto incorporating therein the accounts of Corporate Office, Internet Ticketing Office, Zonal Offices located at Mumbai, New Delhi, Chennai, Secunderabad and Kolkata, and Railneer Plants located at Nangloi (Delhi) and Danapur (Bihar) audited by us. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we state that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow referred to in this report are in agreement with the books of account.

(iv) The Company has informed that, in terms of Notification No. GSR 829 (E) dated 21/10/2003 issued by the Department of Company Affairs, the provisions of Section 274 (1)(g) of Companies Act, 1956 are not applicable to Government Companies.

(v) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section 3(C) of Section 211 of the Companies Act, 1956;

(vi) In our opinion and as per the information and according to the explanation given to us, the said Balance Sheet, Profit and Loss Account and Cash Flow Statement read together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010;

(b) in the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date, and

(c) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS'' REPORT TO THE MEMBERS OF INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED FOR THE YEAR ENDED 31st MARCH 2010.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and location of fixed assets.

(b) There is an adequate system of physical verification, once a year by the Management having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the year by the management.

(c) The company has not disposed off any substantial part of its fixed assets during the year.

We further suggest that assets should be numbered to ensure proper control.

2. (a) The Company has not accepted any loans during the year from the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has not granted any loans during the year to the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

3. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of stores, raw materials including components, packing materials, plant and machinery, equipment and other assets and with regard to sale of goods and services.

4. As explained to us, there were no transactions exceeding Rs 5,00,000 or more with parties covered under Section 301 of the Companies Act, 1956, required to be entered in the register maintained under Section 301 of the Companies Act, 1956.

5. In our opinion and according to the information and explanation given to us, the Company has not accepted public deposits governed under the provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the rules framed thereunder.

6. An outside agency has carried out internal audit during the year. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

7. In our opinion and according to explanation given, Government of India has not prescribed the appointment of Cost Auditor.

8. According to information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess, Service Tax and other applicable statutory dues with the appropriate authorities and there were no outstanding undisputed dues of statutory liability as at 31st March, 2010.

9. The company has not incurred cash loss in the current year and in the immediate preceding financial year and there are no accumulated losses in the balance sheet as on 31st March 2010.

10. The Company has raised a temporary loan of Rs 1250 lac against the Fixed Deposit of Rs 1441 lac during the year which were repaid, hence the question of default does not arise.

11. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4 (xiii) of the Companies (Auditor''s Report Order, 2003) is not applicable to the Company.

13. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provision of clause 4(xiv) of the Companies (Auditor''s Report Order, 2003) is not applicable to the Company.

14. The Company has not given guarantees on behalf of its dealers and subsidiaries.

15. The Company has not taken any term loans during the year.

16. According to the information and explanations given, the Company has not borrowed any short-term borrowings for long-term use.

17. The Company has not made any preferential allotment of shares during the year.

18. The Company has not issued any debentures during the year.

19. The Company has not raised any money by way of public issue during the year.

20. Based on the audit procedure performed and the representation obtained from the management, we report that no case of fraud on or by the Company has been noticed or reported during the year under audit.



For S.P. Marwaha & Co.

Chartered Accountants

Sd/-

Place : New Delhi (M.L. Jotwani)

Dated: 7th September, 2010 Partner

Membership No.9604

Firm Regn. No. 000229N