Auditor Report of K&R Rail Engineering Ltd.

Mar 31, 2025

K&R RAIL ENGINEERING LIMITED

Report on the Audit of Standalone IND AS Financial Statements Qualified Opinion

We have audited the accompanying standalone Ind AS financial statements of K&R RAIL ENGINEERING LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the âstandalone Ind AS Financial Statementsâ).

Based on the information and explanations provided to us, except for the possible effects of the matter described in the "Basis for Qualified Opinion" section of our report, we are of the opinion that the aforesaid standalone financial Statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on 31^st March 2025.

Basis for Qualified Opinion

Certain Trade Receivables and Trade Payables are pending confirmation and reconciliation. Additionally, there are long-outstanding balances under these accounts for which the Company has not made any provision. In the absence of sufficient evidence regarding the recoverability or obligation of these balances, we are unable to determine the potential impact, if any, on the financial statements.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS financial statements section of our report. We are independent of the Company in accordance with the âCode of Ethics'' issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone Ind AS 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 ICAI''s 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 Ind AS financial statements.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For Each Matter below, our description of how our audit addressed the matter is provided in that Context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Revenue recognition -

â¢ The Company engages in Fixed Price Contracts, wherein, revenue is recognized using the percentage of completion method i.e. as and when the work executed by the Company and duly certified by the Client, the Company recognize income to that extent.

â¢ There is inherent risk and presumed fraud risk around the accuracy and existence of revenues recognized considering the customized and complex nature of these contracts.

â¢These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company at the year end, significant amount of work in progress related to these contracts are recognized on

Our audit procedures included:

â¢ We have assessed the Company''s accounting policies relating to revenue, by comparing with applicable accounting standards.

â¢ We have assessed the design and implementation and tested the operating effectiveness of Company''s internal controls over the revenue recognition.

â¢ On selected / specific contracts, we tested that the revenue is recognized in accordance with revenue recognized Standard.

â¢ Inspected the underlying documents to determine reasonableness of contract costs.

the balance sheet.

â¢Given the complexity and magnitude of potential exposures and the judgement necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter.

Regulations - Litigations and claims

â¢ The Company operates in various states within India and is exposed to different Central and State/Local laws, regulations and interpretations thereof. In this regulatory environment, there is an inherent risk of litigations and claims.

â¢ Consequently, provisions and contingent liability disclosures may arise from indirect tax proceedings, legal proceedings, including regulatory and other government/ department proceedings, as well as Investigations by authorities and commercial claims.

â¢The Company applies significant judgement in estimating the likelihood of the future outcome in each case and in determining the provisions or disclosures required for each matter â¢Resolution of tax and legal proceedings may span over multiple years due to the highly complex nature and magnitude of the legal matters involved and may involve protracted negotiation or litigation.

â¢These estimates could change significantly over time as new facts emerge and each legal case progresses.

â¢Given the inherent complexity and magnitude of potential exposures and the judgement

Our audit procedures included:

â¢ We have gained an understanding of outstanding litigations against the Company from the Company''s in-house legal counsel and other key managerial personnel who have knowledge of these matters

â¢We have read the correspondence between the Company and the various tax/legal authorities and the legal opinions of external legal advisors, where matters.

â¢We have tested the completeness of the litigations and claims by examining, on a sample basis, the Company''s legal expenses and minutes of the board meetings.

â¢ We have challenged the Company''s estimate of the possible outcome of the disputed cases based on applicable tax laws and legal precedence by involving our tax specialists.

â¢ We have assessed the adequacy of the Company''s disclosures in respect of contingent liabilities for tax and legal matters.

necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter.

Recognition and measurement of Income Taxes

â¢ The determination of provision for income tax and deferred taxes including write backs of provisions involves significant judgements and estimates and interpreting the prevailing tax laws and rules.

â¢ These also involve significant judgment to determine the possible outcome of the uncertain tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements.

â¢ Considering the complexity and significant level of estimation and judgement, this is a key audit matter.

Our audit procedures included:

â¢ We have obtained an understanding of key tax matters.

â¢ We have read and analysed select key correspondences, external legal opinions/ consultations obtained by the Company for key tax matters.

â¢ We have critically challenged the key assumptions made by the Company in estimating current and deferred taxes by involving our tax specialists.

â¢ We have assessed the adequacy of the Company''s disclosures for income taxes in the standalone financial statements.

Information Other than the Standalone Ind AS financial statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance(including the other comprehensive income), cash flows and Statement of Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Relevant Rules 2015 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS 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.

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

Auditor''s Responsibilities for the Audit of the Standalone Ind AS financial statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 Ind AS financial statements.

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

â¢ Identify and assess the risks of material misstatement of the standalone Ind AS 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.

â¢ Obtain an understanding of internal financial controls relevant to the audit in order to design audit Procedures that is 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.

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

â¢ 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 Standalone Ind AS 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.

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

Materiality is the magnitude of misstatements in the standalone Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the 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 Ind AS 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 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, 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 except for the effects of the matters described in the Basis for Qualified opinion paragraphs, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, proper books of accounts as required by law have been kept by the Company.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules issued there under.

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197of the Act

h) 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 have pending litigations, the liabilities in respect of which are disclosed as contingent liabilities - Refer Note 41 of the Notes on accounts to the standalone financial statements. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. The Management 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 or in any other persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or Otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (âUltimate Beneficiariesâ) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v. The Management 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 (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (âUltimate Beneficiariesâ) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vi. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause

(i) and (ii) of Rule 11(e) contain any material misstatement.

vii. The company has not declared or paid any dividend during the year.

viii. The Company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

For J SINGH & ASSOCIATES.,

Chartered Accountants FRN:110266W

DENSIL FERNANDO

Partner

M.No:208859

UDIN: 25208859BMLHAC2322

Place: Hyderabad Date: 14.06.2025.

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of K&R RAIL ENGINEERING LIMITED ("the Companyâ), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the "standalone Ind AS Financial Statementsâ).

Based on the information and explanations provided to us, except for the possible effects of the matter described in the "Basis for Qualified Opinion" section of our report, we are of the opinion that the aforesaid standalone financial Statements give the information required by the Companies Act, 2013 ("the Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on 31^st March 2024.

Basis for Qualified Opinion

1. The company has converted 53, 91,224 share warrants into equity shares on 02.05.2023 and 16.08.2023 as mentioned in the note no.41 of the financial statements.

2. The company has utilized the proceeds of issue of share warrants of an amount of Rs. 33.20 Crore for redemption of 8,16,388 preference shares of face value of Rs.10 each at Rs. 796.19 which is not in accordance with objects of the preferential issue as per resolution of the EGM dated 10^th February, 2023. Subsequently, the company has modified and approved to include the utilization of funds for redemption of preference shares in the EGM dated 7^th July, 2024(Refer to Note No.42 of the financial statements).

3. Some of the Trade Receivables/Trade Payables are subject to confirmations & reconciliations. There are long outstanding balances of Trade Receivables/Trade Payables, but the company has not made any provision for the same.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone Ind AS 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 ICAI''s 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 Ind AS financial statements.

Key Audit Matters

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Revenue recognition -

â¢ There is inherent risk and presumed fraud risk around the accuracy and existence of revenues recognized considering the customized and

Our audit procedures included:

â¢ We have assessed the Company''s accounting policies relating to revenue, by comparing with applicable accounting standards.

â¢ We have assessed the design and implementation and tested the operating effectiveness of Company''s internal controls over the revenue recognition.

â¢ On selected / specific contracts, we tested that the revenue is recognized in accordance with revenue recognized Standard.

â¢ Inspected the underlying documents to determine reasonableness of contract costs.

complex nature of these contracts. â¢These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Company at the year end, significant amount of work in progress related to these contracts are recognized on the balance sheet. â¢Given the complexity and magnitude of potential exposures and the judgement necessary to estimate the amount of provisions required or to determine required disclosures, this is a ,_xkey audit matter.

Regulations - Litigations and claims

â¢ Consequently, provisions and contingent liability disclosures may arise from indirect tax proceedings, legal proceedings, including regulatory and other government/ department

proceedings, as well as

Investigations by authorities and commercial claims.

â¢The Company applies significant judgement in estimating the likelihood of the future outcome in each case and in determining the provisions or disclosures required for each matter

â¢Resolution of tax and legal

proceedings may span over

multiple years due to the highly complex

nature and magnitude of the legal matters

involved and may involve protracted

negotiation or litigation.

â¢These estimates could change

Our audit procedures included:

â¢ We have gained an understanding of outstanding litigations against the Company from the Company''s inhouse legal counsel and other key managerial personnel who have knowledge of these matters

â¢We have read the correspondence between the Company and the various tax/legal authorities and the legal opinions of external legal advisors, where matters. â¢We have tested the completeness of the litigations and claims by examining, on a sample basis, the Company''s legal expenses and minutes of the board meetings.

â¢ We have challenged the Company''s estimate of the possible outcome of the disputed cases based on applicable tax laws and legal precedence by involving our tax specialists.

â¢ We have assessed the adequacy of the Company''s disclosures in respect of contingent liabilities for tax and legal matters.

significantly over time as new facts emerge and each legal case progresses. â¢Given the inherent complexity and magnitude of potential exposures and the judgement necessary to estimate the amount of provisions required or to determine required disclosures, this is a key audit matter.
Recognition and measurement of	Our audit procedures included:
Income Taxes	â¢ We have obtained an understanding of key tax
â¢ The determination of provision for income	matters.
tax and deferred taxes	â¢ We have read and analysed select key
including write backs of provisions involves	correspondences, external legal opinions/ consultations
significant judgements and estimates and interpreting the prevailing tax laws and rules.	obtained by the Company for key tax matters. â¢ We have critically challenged the key assumptions
â¢ These also involve significant	made by the Company in estimating current and deferred
judgment to determine the possible outcome of the uncertain	taxes by involving our tax specialists.
tax positions, consequently having	â¢ We have assessed the adequacy of the Company''s
an impact on related accounting	disclosures for income taxes in the standalone financial
and disclosures in the standalone financial statements. â¢ Considering the complexity and significant level of estimation and judgement, this is a key audit matter.	statements.

Information Other than the Standalone Ind AS financial statements and Auditor''s Report Thereon

Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the standalone Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance(including the other comprehensive income), cash flows and Statement of Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with Relevant Rules 2015 as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibilities for the Audit of the Standalone Ind AS financial statements

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

â¢ Identify and assess the risks of material misstatement of the standalone Ind AS 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.

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

Report on Other Legal and Regulatory Requirements

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

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

b) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, proper books of accounts as required by law have been kept by the Company.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

h) 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 have pending litigations, the liabilities in respect of which are disclosed as contingent liabilities - Refer Note 43 of the Notes on accounts to the standalone financial statements. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. The Management 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 or in any other persons or entities, including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or Otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiariesâ) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v. The Management 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 ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiariesâ) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii. The company has not declared or paid any dividend during the year.

For P. Murali & Co.,

Chartered Accountants FRN:007257S

A Krishna Rao

Partner

M.No:020085

UDIN: 24020085BKAUNP6929

Place: Hyderabad Date: 13.07.2024.

Mar 31, 2023

INDEPENDENT AUDITORS REPORT

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of K&R RAIL
ENGINEERING LIMITED ("the Company"), which comprise the Balance Sheet as
at March 31, 2023, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement
of Cash Flows for the year ended on that date and a summary of significant
accounting policies and other explanatory information (hereinafter referred to as
the "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 ("the Act") in the manner so
required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2023 and its profit, total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance
with the Standards on Auditing ("SA"s) 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
("ICAI") together with the ethical requirements that are relevant to our audit of
the standalone 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 ICAI''s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a
basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, 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 matters described below to be the key audit matters to be
communicated in our report.

Description of Key Audit Matter

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 consolidated financial statements,
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 and, in doing so, consider whether
the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.

Management''s Responsibilities 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, changes in equity and cash
flows of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding 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 standalone 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. The Board of
Directors is also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone
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 judgment
and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone
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.

â¢ Obtain an understanding of internal financial 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.

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

â¢ 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
standalone 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.

â¢ Evaluate the overall presentation, structure and content of the standalone
financial statements, including the disclosures, and whether the
standalone 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 a 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 in
evaluating the results of our 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 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.

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, Statement of Changes in Equity and the
Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors
as on March 31, 2023 taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2023 from being appointed
as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in "Annexure A". Our report
expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial controls over financial
reporting.

g) With respect to the other matters to be included in the Auditor''s Report
in accordance with the requirements of section 197(16) of the Act, as
amended: In our opinion and to the best of our information and
according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.

h) 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 42 to the Standalone financial statements.

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

iv. (a) The Management has represented that, to the best of its
knowledge and belief, no funds (which are material either individually
or in the aggregate) 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 or in any other person or entity,
including foreign entity ("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 identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its
knowledge and belief, no funds (which are material either individually
or in the aggregate) have been received by the Company from any
person or entity, including foreign entity ("Funding Parties"), 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 the audit procedures that have been considered
reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.

As required by the Companies (Auditor''s Report) Order, 2020 (the "Order")
issued by the Central Government in terms of Section 143(11) of the Act, we give
in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of
the Order.

For CHOWDARY AND RAO

Chartered Accountants

Firm Regn.No. 000656S

(MANDAVA SUNIL KUMAR)

Partner

Mem No. 217061

ICAI UDIN: 23217061BGQFNW9016

Date: 15.05.2023

Place: Hyderabad

Mar 31, 2014

We have audited the accompanying financial statements of Axis Rail India Limited (Formerly Known as Gupta Carpets International Ltd.) ("the Company"), which comprise the balance sheet as at March 31, 2014, and the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 March 31, 2014;

b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1, As required by the Companies (Auditor's Report) Order, 2003 ("the Order ") issued by the central government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order

2 As required by section 227(3) of the Act, we report that:

a) 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;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the balance sheet, statement of profit and loss and cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

e) on the basis of written representations received from the directors as on March 31. 2014, and taken on record by the board of directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956,

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is due and payable by the Company.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph 1 of our Report to the Shareholders of Axis Rail India Limited (Formerly known as Gupta Carpets International Ltd.) on the accounts for the year ended 31st March, 2014

As required by the Companies (Auditor's Report) Order, 2003 issued by the central Government and on the basis of such checks of the Books and Records of the Company as we considered appropriate and the information and explanation given to us during the course of our Audit, we further state as under:

(i) As the Company is not holding any fixed assets, therefore the provisions of this clause of the Order relating to Fixed Assets are not applicable to the Company

(ii) As the Company is not operating, therefore the provisions of clause 4(ii) (a)/b)/(c) of the Order relating to Inventory verification are not applicable to the Company.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act. 1956 Accordingly, the provisions of Clause 4{iii) (a) to (d) of the CARO are not applicable.

(b) The Company has taken a loan from an Individual covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the loan taken from such party was Rs 60,000/-.

(c) In our opinion and according to the information and explanations given to us, the rate of interest, and other terms and conditions for such loan are prima facie not prejudicial to the interest of the Company.

(d) The loan taken by the Company is a long term loan. According to the information and explanations given to us, no repayment was due in respect of the principal portion till the balance sheet date

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of Inventory and fixed Assets and for the Sale of Goods and there is no major continuing failure to correct major weakness in internal control system.

(v) a) According to the information and explanation given to us. there was no contract or arrangement during the year needed to be entered in the register maintained under Section 301 of the Companies Act. 1956

b) The Company has not conducted transactions during the year in respect of the Party in pursuance of Contracts or arrangement entered in register maintained under section 301 of the Companies Act, 1956

(vi) The company has not accepted any deposit from the public during the year, hence provision of Section 58A and 58AA or any other relevant provision of the companies Act, 1956 and the rules framed there under do not apply.

(vii) In our opinion internal control procedures commensurate with the size of the company and the nature of its business although no separate internal audit department is functioning.

(viii) As explained to us and as far as we are aware, the central government has not prescribed maintenance of cost records u/s 209{1 )(d) of the Companies Act, 1956 in respect of the activities carried on by the Company

(ix) a) According to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Income tax, Service Tax and any other statutory dues as applicable with appropriate authorities. There were no dues on account of cess under section 441A of the Companies Act 1956 since the Central Government has not notified the date of the commencement of the Section

(b) According to the information and explanations given to us, at the year end, there are no undisputed dues payable for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty, as applicable which have not been deposited on account of any dispute

(x) Accumulated Losses at the end of the immediately preceding financial year have exceeded the net worth of the company. Further the company has also incurred cash losses during the financial year covered by our audit and as well in the immediately preceding financial year.

(xi) According to the information and explanation given to us and records produced to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) According to the information and explanation given to us and records produced to us, the company has not granted loans and advances on the Basis of Security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanation given to us, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor's report) order, 2003 are not applicable to the company.

(xiv) According to the information and explanation given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the companies ( Auditor's Report) order, 2003 are not applicable to the company

(xv) According to the information and explanation given to us, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us, the company has not applied for or raised any term loan during the year.

(xvii) The company has not raised any funds during the year.

(xviii) According to the information and explanations given to us. the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of Act

(xix) The Company has not issued any debentures. Therefore provisions of clause 4(xix) of the companies (Auditor's Report) order, 2003 are not applicable to the company.

(xx) The company has not made any public issue during the year

(xxi) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

B. AGGARWAL & CO. Chartered Accountants Firm s Registration No. 004706N

by the hand of

kapil Aggarwal Partner Membership No, 082908 New Delhi.

Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Axis Rail India Limited (Formerly known as Gupta Carpets International Ltd.) ("the Company"), which comprise the balance sheet as at March 31, 2013, and the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statements

Managemeit is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implements tion and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical req jirements and plan and perform the audit to obtain reasonable assurance about whether th 3 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures In the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstance s. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required anc 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 March 31, 2i)13;

b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the central government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) 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;

b) in our opinion proper books of account as required by law have been kept by the Corr pany so far as appears from our examination of those books;

c) the balance sheet, statement of profit and loss and cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; and

e) on tie basis of written representations received from the directors as on March 31, 2013, and taken on record by the board of directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is d je and payable by the Company.

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to in paragraph 1 of our Report to the Shareholders of Axis Rail India Limited (Fcrmerly known as Gupta Carpets International Ltd.) on the accounts for the year ended 31st March, 2013

As required by the Companies (Auditor''s Report) Order, 2003 issued by the central Government and on the basis of such checks of the Books and Records of the Company as we considered appropriate and the information and explanation given to us during the course of cur Audit, we further state as under:

(i) As the Company is not holding any fixed assets, therefore the provisions of this clajse of the Order relating to Fixed Assets are not applicable to the Company

(ii) As the Company is not operating, therefore the provisions of clause 4(ii) (a)/b)/(c) of the Order relating to Inventory verification are not applicable to the Company.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of Clause 4(iii) (a) to (d) of the CARO are not applicable.

(b) The Company has taken a loan from an Individual covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year-end balance of the loan taken from such party was Rs. 50,000/-.

(c) In our opinion and according to the information and explanations given to us, the rate of interest, and other terms and conditions for such loan are prima facie not prejudicial to the interest of the Company.

(d The loan taken by the Company is a long term loan. According to the

information and explanations given to us, no repayment was due in respect of the principal portion till the balance sheet date.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of Inventory and fixed Assets and fo" the Sale of Goods and there is no major continuing failure to correct major weakness in internal control system.

(v) a) According to the information and explanation given to us, there was no contract i or arrangement during the year needed to be entered in the register maintained I under Section 301 of the Companies Act, 1956

b) The Company has not conducted transactions during the year in respect of the Party in pursuance of Contracts or arrangement entered in register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposit from the public during the year, hence provision of Section 58A and 58AA or any other relevant provision of the companies Act, 1956 and the rules framed there under do not apply.

(vii) In our opinion internal control procedures commensurate with the size of the company and the nature of its business although no separate internal audit department is functioning.

(viii) As explained to us and as far as we are aware, the central government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act, 1956 in respect of the activities carried on by the Company.

(ix) a) According to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Income tax, Service Tax and any other statutory dues as applicable with appropriate authorities. There were no dues on account of cess under section 441A of the Companies Act, 1956 since the Central Government has not notified the date of the commencement of the Section

(b'' According to the information and explanations given to us, at the year end, there are no undisputed dues payable for a period of more than six months from the date they became payable.

(ci According to the information and explanations given to us, there are no dues of ln;ome Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty, as applicable which have not been deposited on account of any dispute.

(x) Accumulated Losses at the end of the immediately preceding financial year have exceeded the net worth of the company. Further the company has also incurred cash losses during the financial year covered by our audit and as well in the immediately preceding financial year.

(xi) Axording to the information and explanation given to us and records produced to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) According to the information and explanation given to us and records produced to us, the company has not granted loans and advances on the Basis of Security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanation given to us, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor''s Report) order, 2003 are not applicable to the Company.

(xiv) According to the information and explanation given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Ac:ordingly the provisions of clause 4(xiv) of the companies ( Auditor''s Report) order, 2003 are not applicable to the company

(xv) According to the information and explanation given to us, the terms and conditions on which the company has given guarantees for loans taken by others from banks or Financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanation given to us, the company has not applied for or raised any term loan during the year.

(xvii) The company has not raised any funds during the year.

(xviii) According to the information and explanations given to us, the company has not m
(xix) Tre Company has not issued any debentures. Therefore provisions of clause 4(:
(xx) The company has not made any public issue during the year.

(xxi) Based on the audit procedures performed for the purpose of reporting the true and fa r view of the financial statements and according to the information and explanations given to us, no fraud on or by the company has been noticed or reoorted during the course of our audit.

B. AGGARWAL & CO.

Chartered Accountants

Firm''s Registration No. 004706N

by the hand of

Alok Jain

Partner

Membership No. 510960

New Delhi, 29.05.13

Mar 31, 2009

1. We have audited the attached Balance Sheet of GUPTA CARPETS INTERNATIONAL LIMITED, AMRITSAR, as at 31st March 2009, and also Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the accounting 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 misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors 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 in the matters specified in Paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report as under:

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

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

c) The Balance Sheet and Profit and Loss Account as Dealt with by this report are in Agreement with the Books of Accounts.

d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3c) of the Companies Act, 1956.

e) As informed to us and taken in record by Board, no Director of the Company is disqualified from being appointed as a Dorector under clause of sub section (1) of Section 274 of the Companies Act,1956

f) In our opinion, to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon and subject toNotea No, 3 in Financial Note No. 14 regarding Going Concern, note No. 6 in Financial Note No. 14 regarding Non - Confirmation of Balances; and note No. 7a in Financial Note No. 14 regarding non provision of interest on credit facilities from the Bankers, give the information required by the Companies Act, 1956 in manner so required and give a true and fair view

i. In case of Balance Sheet of the State of Affairs of the Company as on 31st March, 2009

ii. In case of Profit and Loss account of the Loss for the Year ended on that date.

iii. In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 1 of our Report to the Shareholders of Gupta Carpets International Limited on the accounts for the year ended 31st March, 2009 As required by the Companies (Auditors Report) Order, 2003 issued by the central Government and on the basis of such cheeks of the Books and Records of the Company as we considered appropriate and the information and explanation given to us during the course of our Audit, we further state as under:

(i) Company is maintaining proper records showing full particulars including quantitative and situation of fixed assets.

As Explained to us, Management has physically verified them at reasonable intervals and no material discrepancies were noticed on such verification.

The Company has disposed off substantial part of fixed assets and, in our opinion, the going concern status of the Company is affected as the Company is neither carrying any manufacturing activity neither doing any substantial trading business as in the earlier years.

(ii) The stock of finished goods, stores, spare parts and raw materials with the Company were physically verified by the management at reasonable intervals.

In our opinion the prodedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business

The discrepancies noticed on such verification, as compared with the books and records, were not significant and the same have been properly dealt within the books of accounts. .

(iii) The company has neither granted any loans or advances, secured or unsecured, from companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured to parties listed in the register maintained under section 301 of the companies Act, 1956 the provisions of the clauses iii(b), iii(c) and iii (d) iii (e) iii (f) of Paragraph 4 of the Order are not applicable..

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control systems commensurat with the size of the company and the nature of its business, for th< purchase of Inventory and fixed Assets and for the Sale of Good and there is no major continuing failure to correct major weakness internal control system.

(v) a) According to the information and explanation given to us, there was no contract or arrangement during the year needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 b) The Company has not conducted transactions during the year ir respect of the Party in pursuance of Contracts or arrangemen entered in register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposit from the public during the year, hence provision of Section 58A and 58AA or any other relevant provision of the companies Act, 1956 and the rules framed there under do not apply.

(vii) In our opinion internal control procedures commensurate with the size of the company and the nature of its business although no separate internal audit department is functioning.

(viii) As explained to us and as far as we are aware, The central government has not/prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act,1956 in respect of the activities carried on by the Company.

(ix) a) As per the records of the Company is generally irregular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax Custom Duty, Excise Duty Cess and any other material statutory dues with appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Sales tax, Income tax, Service Tax, Customs duty, Excise Duty, Wealth Tax and Cess were in arrears except Provident Fund amounting to Rs. 0.31 Lacs that has not been deposited with the appropriate authorities till date of this report. Further amounts referred to in Financial Note No. 7b relating to special importing licenses and Financial Note No.. 8 relating to duty Drawbacks Rs, 3.56 Lacs have not been refunded.

(x) Accumulated Losses at the end of the immediately preceding Financial year have exceeded the net worth of the company, Further the company has also incurred cash losses during the financial year covered by our audit and as well in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues of Bank of Maharashtra. The default in respect of the repayment of the outstanding Principal amount of Rs.4.20 Crores plus interest thereon which remains unascertained as the same stood unprovided for in the books of accounts. The company is defaulter of the Bank since 1996. The Bank has initiated proceedings for the recovery against the Company.

(xii) The company has not granted loans and advances on the Basis of * Security by way of pledge of shares, debentures and other securities

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the companies (Auditors Report) order, 2003 are not applicable to the company

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) The company has not applied for or raised any term loan during the year.

(xvii) The company has not raised any funds during the year.

(xviii According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of Act.

(xix) Company has not issued any debentures. Therefore provisions on clause 4(xix) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xx) The company has not made any public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M.S. SOAND AND COMPANY

Place: Jalandhar

Dated: 29.08.2006

(Sandeep K. Shanna)

Mar 31, 2008

1. We have audited the attached Balance Sheet of GUPTA CARPETS INTERNATIONAL LIMITED, AMRITSAR, as at 31st March 2008, and also Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the accounting 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 misstatements. 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors 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 in the matters specified in Paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report as under:

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

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

c) The Balance Sheet and Profit and Loss Account as Dealt with by this report are in Agreement with the Books of Accounts.

d) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3c) of the Companies Act, 1956.

e) As informed to us and taken in record by Board, no Director of the Company is disqualified from being appointed as a Director under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956

f) In our opinion, to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon and subject to Notes No. 3 in Financial Note No. 14 regarding Going Concern, note No. 6 in Financial Note No. 6 regarding Non - Confirmation of Balances; and note No. 7a & 7b in Financial Note No. 14 regarding non provision of interest on credit facilities from the Bankers and regarding Non provision of liability regarding special import licences, give the information required by the Companies Act, 1956 in manner so required and give a true and fair view

i. In case of Balance Sheet of the State of Affairs of the Company as on 31st March, 2008

ii. In case of Profit and Loss account of the Loss for the Year ended on that date.

iii. In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 1 of our Report to the Shareholders of Gupta Carpets International Limited on the accounts for the year ended 31st March, 2008 As required by the Companies (Auditors Report) Order, 2003 issued by the central Government and on the basis of such checks of the Books and Records of the Company as we considered appropriate and the information and explanation given to us during the course of our Audit, we further state as under:

(i) Company is maintaining proper records showing full particulars including quantitative and situation of fixed assets.

As Explained to us, Management has physically verified them at reasonable intervals and no material discrepancies were noticed on such verification.

The Company has disposed off substantial part of fixed assets and, in our opinion, the going concern status of the Company is affected as the Company is neither carrying any manufacturing activity neither doing any substantial trading business as in the earlier years.

(ii) The stock of finished goods, stores, spare parts and raw materials with the Company were physically verified by the management at reasonable intervals.

In our opinion the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business

The discrepancies noticed on such verification, as compared with the books and records, were not significant and the same have been properly dealt within the books of accounts. .

(iii) The company has neither granted any loans or advances, secured or unsecured, from companies, firms or other Parties covered in the register maintained under section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured to parties listed in the register maintained under section 301 of the companies Act, 1956 the provisions of the clauses iii(b), iii(c) and iii (d) iii (e) iii (f) of Paragraph 4 of the Order are not applicable..

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of Inventory and fixed Assets and for the Sale of Goods and there is no major continuing failure to correct major weakness in internal control system was no contract or arrangement during the year needed to be entered in the register maintained under Section 301 of the Companies Act, 1956

b) The Company has not conducted transactions during the year in respect of the Party in pursuance of Contracts or arrangement entered in register maintained under section 301 of the Companies Act, 1956.

(vi) The company has not accepted any deposit from the public during the year, hence provision of Section 58A and 58AA or any other relevant provision of the companies Act, 1956 and the rules framed there under do not apply.

(vii) In our opinion internal control procedures commensurate with the size of the company and the nature of its business although no separate internal audit department is functioning.

(viii) As explained to us and as far as we are aware, The central government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act, 1956 in respect of the activities carried on by the Company.

(ix) a) As per the records of the Company is generally irregular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax Custom Duty, Excise Duty Cess and any other material statutory dues with appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Sales tax, Income tax, Service Tax, Customs duty, Excise Duty, Wealth Tax and Cess were in arrears except Provident Fund amounting to Rs. 0.31 Lacs that has not been deposited with the appropriate authorities till date of this report. Further amounts referred to in Financial Note No. 7b relating to special importing licenses and Financial Note No. 8 relating to duty Drawbacks Rs. 3.56 Lacs have not been refunded.

(x) Accumulated Losses at the end of the immediately preceding financial year have exceeded the net worth of the company. Further the company has also incurred cash losses during the financial year covered by our audit and as well in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues of Bank of Maharashtra. The default in respect of the repayment of the outstanding Principal amount of Rs.42.01 Crores plus unprovided for in the books of accounts. The company is defaulter of the Bank since 1996. The Bank has initiated proceedings for the recovery against the Company.

(xii) The company has not granted loans and advances on the Basis of Security by way of pledge of shares, debentures and other securities

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the companies (Auditors Report) order, 2003 are not applicable to the company

(xv) In our opinion, the terms and conditions on which the company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) The company has not applied for or raised any term loan during the year.

(xvii) The company has not raised any funds during the year.

(xviii According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of Act.

(xix) Company has not issued any debentures. Therefore provisions of clause 4(xix) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xx) The company has not made any public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

SANDEEP K. SHARMA & ASSOCIATES

Place: Jalandhar

Dated: 29.08.2008 (Sandeep K. Sharma)

Prop.

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