Auditor Report of Rail Vikas Nigam Ltd.

Mar 31, 2025

We have audited the accompanying standalone
financial statements of RAIL VIKAS NIGAM LIMITED,
(hereinafter referred to as "the Company"), which
comprise of the Standalone Balance Sheet as at
31 March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income),
the Standalone Statement of Changes in Equity
and the Standalone Statement of Cash Flows for
the year then ended, and notes to the standalone
financial statements, including a summary of
material accounting policies and other
explanatory information (hereinafter referred to as
"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 ("Ind AS") prescribed
under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules,
2015, as amended and accounting principles
generally accepted in India, of the state of affairs
of the Company as at 31 March 2025, its profit
including other 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 (SAs) specified under section
143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditors''
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 there
under, and we have fulfilled our other ethical
responsibilities in accordance with these
requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for
our opinion on the standalone financial
statements.

Emphasis of Matter

We draw your attention to the following matters:

a. The Company usually receives advance
payment from Joint Venture Companies for
incurring expenditure on their projects.
However, in the case of one joint venture
company i.e. Krishnapatnam Railway
Company Limited (KRCL), the Company is
incurring project expenditure on a regular
basis, but nominal amount has been received
from KRCL during the year and the total
amount receivable from KRCL as on 31
March 2025 is Rs.1355.72 crore which includes
Rs. 889.95 crore on account of Interest on
delayed payment. The application of interest
has been changed from compound to simple
w.e.f 1^st October 2024, whereas KRCL
requested for application of simple interest
w.e.f. 01.04.2020 in lieu of compounding
interest. The matter is pending with the Board
of Directors of the Company and adjustment
if any will be recognized as and when the
matter is finalized. (refer note nos. 11.1, 11.6
& 46 to the standalone financial statements).

b. In view of the representation made by one
of the Joint Venture Company KRCL for
waiver of departmental charges and
pending decision by the Board of Directors
of the Holding Company, the claim for
departmental charges@ 5% of the
completion cost of the project has not been
raised on KRCL by the Company. Also during
the year the methodology of application of
interest has been changed from compound
to simple we.f. 1st October 2024 in case of
KRCL.(refer note no. 46 to the standalone
financial statements).

c. Balances of some of the Trade Receivables,
Other Assets, Trade and Other Payable
accounts are subject to confirmation/
reconciliation from the respective parties. The
management does not expect to have any
material differences affecting the financial
statements for the year ended 31March 2025
(refer note no. 52 to the standalone financial
statements).

Our opinion is not modified in respect of the
matters mentioned in the above paragraphs.

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, 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.

Sr. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
1.	Revenue Recognition in terms of Ind AS 115	Our audit procedures included considering the
	“Revenue from Contracts with Customers”	appropriateness of the Company''s revenue recognition accounting policies and assessing
	Accounting Standard on Revenue which	compliance with the policies in terms of the
	prescribes five steps revenue recognition	applicable accounting standards. We
	model.The Company recognizes revenue for a	evaluated the effectiveness of control over the
	performance obligation satisfied over time	preparation of information that are designed
	after estimating its progress towards complete	to ensure completeness and accuracy. We
	satisfaction of the performance obligation.	selected a sample of contracts, and tested the
	There are significant accounting judgements in	operating effectiveness of the internal control,
	estimating revenue to be recognised on	relating to identification of the distinct
	contracts with customers, including estimation	performance obligations and satisfaction of
	of costs to complete. The Company recognises	performance obligations. We also examined
	revenue on the basis of stage of completion in	costs incurred vis a vis the estimated cost to
	proportion of the contract costs incurred at	complete the contract and tested their
	balance sheet date, relative to the total	recoverability by comparing the same with the
	estimated costs of the contract at completion. The recognition of revenue is therefore	contract revenue.
	dependent on estimates in relation to the total	We performed following substantive
	estimated costs of each such contract.During	procedures over revenue recognition with
	order fulfilment, contractual obligations may	specific focus on whether there is single
	need to be reassessed. In addition, change	performance obligation or multiple
	orders or cancellations have to be considered.	performance obligations in the contract and
	As a result, total estimated project costs may	whether the performance obligation is being
	exceed total contract revenues and therefore	satisfied over the period of time or at a point
	require immediate recognition ofthe expected loss. Ind AS 115 requires entities to exercise	in time:
	judgement, taking into consideration all the	Read, analyzed and identified the distinct
	relevant facts and circumstances when	performance obligations in these
	applying each step of the model to contracts	contracts.
	with their customers. The application of the	Compared these performance
	revenue accounting standard involves certain	obligations with that identified and
	key judgements relating to -	recorded by the Company.
	i. identification of distinct performance	Considered the terms of the contracts to
	obligations.	verify the transaction price used to
	ii. determination of transaction price of the	allocate to separate performance
	identified performance obligations.	obligations.
	iii. the appropriateness of the basis used to	Checked whether the performance
	measure revenue recognized at a point in	obligation is being satisfied over the
	time or over time.	period of time or at a point in time.

Sr. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
	Additionally, the revenue accounting standard	Performed analytical procedures for
	contains disclosures which involve collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Revenue recognition from these judgements were identified as a Key Audit Matter and required a higher extent of audit effort. Refer Note no. 2.10 to the Standalone Ind AS Financial Statements.	reasonableness of revenues disclosed
2.	Provisions and Contingent liabilities relating to	Our audit procedures included, but were not
	ongoing litigations	limited to the following:
	The Company is subject to a number of legal,	• Obtained understanding of the process
	arbitration and tax cases for which final	of identification and measurement of
	outcome cannot be easily predicted and which	provisions and contingent liabilities
	could potentially result in significant liabilities.	relating to ongoing litigation implemented by the Management,
	The assessment of whether liability is recognised	through various discussions held with
	as a provision or disclosed as a contingent liability in the standalone financial statements	Company''s finance personnel.
	is inherently subjective and requires significant	• Tested the design and operating
	management judgement in determination of	effectiveness of the controls put in place
	the cash outflows from the business,	by the management in relation to
	interpretation of applicable laws and	assessment of the outcome of the
	regulations, and careful examination of pending assessments at various levels.	pending litigations. • Inspected the summary of litigation
	Since the amounts involved are significant and	matters and discussed key developments
	due to the range of possible outcomes leading	during the year with the Company''s
	to high estimation uncertainty that requires significant management and auditor	Finance personnel.
	judgement, this matter is considered to be a	• Inspected and evaluated, where
	key audit matter for the current year audit. Refer Note no. 38 to the Standalone Ind AS	applicable, external legal and/or regulatory advice sought by the Company.
	Financial Statements read with accounting	• Discussed and challenged the
	policy 2.17 & 2.18.	management''s assessment of the
		likelihood, magnitude and accounting of any liability that may arise in certain material cases. Accordingly, we reviewed the amount of provisions recognized and contingent liabilities disclosed in the standalone financial statements and exercised our professional judgement to assess the appropriateness of such conclusions, involving experts as required. • Evaluated the adequacy of disclosures made in the Company''s standalone financial statements in accordance with the applicable accounting standards.

Information Other than the Standalone
Financial Statements and Auditors'' Report
Thereon

The Company''s Management and Board of
Directors are responsible for the other information.
The other information comprises the information
included in the Management Discussion and
Analysis, Director''s Report including Annexures to
Director''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. The annual report is expected to be made
available to us after the date of this auditor''s
report.

Our opinion on the standalone financial
statements does not cover the other information
and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read
the other information identified above when it
becomes available to us 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.

When we read such other information as and
when made available to us and if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance.

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 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 accounting
principles generally accepted in India, including
the Indian Accounting Standards (Ind AS)
prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards)
Rules, 2015 as amended. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other

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

In preparing the standalone financial statements,
the Board of Directors 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 responsible for
overseeing the Company''s financial reporting
process.

Auditors'' 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 auditors'' 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 skepticism throughout the audit. We
also:

• 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.

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

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

• Conclude on the appropriateness of
management and Board of Directors 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 material uncertainty exists, we
are required to draw attention in our
auditors'' 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 auditors'' report. However, future events
or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure,
and content of the 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 misstatement that,
individually or in aggregate, makes it''s probable
that the economic decisions of a reasonably
acknowledgeable user of the statement 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 statement.

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 auditors''
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.

Other Matters

1. The standalone audited financial statements
for the year ended 31 March 2024 were
audited by the previous auditors and they
had expressed an unmodified opinion on
standalone audited financial statements vide
their report dated 17^th May 2024.

Our opinion is not modified in respect of the above
matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditors''
Report) Order, 2020 ("the Order"), issued by
the Central Government of India in terms of
Section 143(11) of the Act, and on the basis
of such checks of the books and records of
the Company as we considered appropriate
and according to the information and
explanation given to us, we give in
“Annexure A”, a statement on the matters
specified in paragraphs 3 and 4 of the said
Order, to the extent applicable.

2. As required by Comptroller and Auditor
General of India through directions/sub-
directions issued under Section 143(5) of the
Companies Act 2013, on the basis of written
representation received from the
management, we give our report on the
matter specified in the “Annexure -B”
attached.

3. As required by Section 143(3) of the Act, 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 Standalone Balance Sheet, the
Standalone Statement of Profit and Loss
(including the Other Comprehensive
Income), the Standalone Statement of
Changes in Equity and the Standalone
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 Indian
Accounting Standards (Ind AS) prescribed
under section 133 of the Act read with the
Companies (Indian Accounting Standards)
Rules, 2015 as amended;

(e) Pursuant to the Notification No. GSR 463(E)
dated 5th June 2015 issued by the Ministry of
Corporate Affairs, Government of India,
provisions of sub-section (2) of Section 164 of
the Act are not applicable to the Company,
being a Government Company;

(f) We are enclosing herewith a report in
“Annexure - C” for our opinion on adequacy
of internal financial controls system in place
in the Company and the operating
effectiveness of such controls;

(g) Pursuant to the Notification No. GSR 463(E)
dated 5th June 2015 issued by the Ministry of
Corporate Affairs, Government of India,
provisions of Section 197 of the Companies
Act, 2013, are not applicable to the
Company, being a Government Company;
and

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

i. The Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements - Refer Note 38 to the

standalone financial statements;

ii. The Company has made provision, as
required under the applicable law or
Indian Accounting Standards for
material foreseeable losses, if any, and
to the extent ascertained on long-term
contracts Refer Note no. 17 to the
Standalone Ind AS Financial Statements.
The Company did not have any
derivative contracts.

iii. There was no amount which was
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 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(s)
or entity(ies), including foreign entities
("Intermediaries"), 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 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 have been received by
the Company from any person(s) or
entity(ies), including foreign entities
("Funding Parties"), 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 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
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.

v. a) The final dividend proposed in the
previous year, declared and paid by the
company during the year is in
accordance with Section 123 of the Act
to the extent applicable.

b) As stated in Note 30 to the
accompanying standalone financial
statements, the Board of Directors of the
Company has proposed final dividend
for the year which is subject to the
approval of the members at the ensuing
Annual General Meeting. The amount of
dividend proposed is in accordance
with section 123 of the Act, to the
extent applicable

vi. Based on our examination which
included test checks, for the financial
year ended March 31, 2025, the
company has used an 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 relevant
transactions recorded in the software.
Further, during the course of our audit
we did not come across any instance
of audit trail feature being tampered
with. Additionally, the audit trail has
been preserved by the company as per
the statutory requirements for record
retention.

For Gandhi Minocha & Co.,
Chartered Accountants
Firm No.: 00458N

Place: New Delhi
Dated: 21 ^stMay 2025

Sd/-

Manoj Bhardwaj

(Partner)

Membership No.: 098606
UDIN:25098606BMHWKX2120

---

Mar 31, 2024

TO THE MEMBERS OF RAIL VIKAS NIGAM LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of RAIL VIKAS NIGAM LIMITED, (the Company”), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, Statement of Cash Flows for the year then ended, and notes to the financial statements, including 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 31^st March, 2024, its profit (including other comprehensive profit), 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 (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor''s responsibilities for the audit of the standalone financial statements” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe

that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of matter

We draw your attention to the following matters:

a. The Company receives advance payment from Joint Venture Companies for incurring expenditures on their projects. However, in case of one joint venture company i.e. Krishnapatnam Railway Company Limited (KRCL), the Company is incurring project expenditures on a regular basis but insignificant amount has been received from KRCL during the year and the total amount receivable from KRCL as on 31^st March, 2024 is Rs.1453.39 crore (including accrued interest amounting to Rs. 14.32 crore) which includes Rs. 797.55 crore on account of Interest (refer note nos. 10.1 & 10.6 to the standalone financial statements).

b. In view of the representation made by KRCL for waiver of departmental charges and pending decision by the Board of Directors of the Company, the claim for departmental charges @ 5% of the completion cost of the project has not been raised on KRCL by the Company (refer note no. 46 to the standalone financial statements).

c. Balances of some of the Trade Receivables, Other Assets, Trade and Other Payable accounts are subject to confirmation/reconciliation from the respective parties. The management does not expect to have any material differences affecting the financial statements for the year ended 31^st March, 2024 (refer note no. 52 to the standalone financial statements).

Our opinion is not modified in respect of these matters.

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.

Key Audit Matter	Auditor''s Response
Provisions and Contingent liabilities relating to	Our audit procedures included, but were not limited to the
ongoing litigations	following:
The Company is subject to a number of legal, arbitration	•	Obtained understanding of the process of
and tax cases for which final outcome cannot be easily		identification and measurement of provisions and
predicted and which could potentially result in significant		contingent liabilities relating to ongoing litigation
liabilities.		implemented by the Management, through various
Management''s disclosures with regards to provisions and		discussions held with Company''s finance personnel.
contingent liabilities relating to provisions and contingent	•	Tested the design and operating effectiveness of the
liabilities relating to ongoing litigations are presented		controls put in place by the management in relation to
in note no. 37 to the Company''s standalone financial		assessment of the outcome of the pending litigations.
statements.	•	Inspected the summary of litigation matters and
The assessment of whether a liability is recognised as a provision or disclosed as a contingent liability in the		discussed key developments during the year with the Company''s Finance personnel.
standalone financial statements is inherently subjective	•	Inspected and evaluated, where applicable, external
and requires significant management judgement in		legal and/or regulatory advice sought by the Company.
determination of the cash outflows from the business,	•	Discussed and challenged the management''s
interpretation of applicable laws and regulations, and		assessment of the likelihood, magnitude and
careful examination of pending assessments at various		accounting of any liability that may arise in certain
levels.		material cases. Accordingly, we reviewed the amount of provisions recognized and contingent liabilities
Since the amounts involved are significant and due to the		disclosed in the standalone financial statements
range of possible outcomes leading to high estimation		and exercised our professional judgement to assess
uncertainty that requires significant management and		appropriateness of such conclusions, involving
auditor judgement, this matter is considered to be a key		experts as required.
audit matter for the current year audit.	•	Evaluated the adequacy of disclosures made in the Company''s standalone financial statements in accordance with the applicable accounting standards.
Recognition, measurement, estimation, presentation	We	have assessed the Company''s internal process for
and disclosures in respect of "Revenue from contracts	adoption and evaluating the impact of this Ind AS. Our audit
with Customers" under Ind AS 115	approach consisted design and testing of effectiveness of internal controls and procedures as follows:
The application of Ind AS 115 involves certain key judgments, estimation, identification of distinct	•	Evaluated the process of implementation of this
performance obligations, determination of transaction		Ind AS on revenue recognition and effectiveness of
price, measurement of revenue recognition and		controls over the preparation of information that are
disclosures including presentation of balances in the		designed to ensure the completeness and accuracy.
financial statements. Refer note no. 34 to the standalone financial statements. The Company engages in Cost Plus contracts and Fixed	•	Selected a sample of existing continuing contracts and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the
Price contracts, wherein, revenue is recognised as per		distinct performance obligations and determination
the input method based on the Company''s estimate of		of transaction price.
contract cost.	•	Tested the relevant information accounting systems and change relating to contracts and related
Since the amounts involved are significant this matter is		information used in recording and disclosing revenue
considered to be a key audit matter for the current year		and presentation of contract balances and trade
audit.		receivables in accordance with the Ind AS.
Further explanation why we consider this as a key audit	•	We have performed analytical procedure including
matter is as follows:		comparison of the financial information and other related items considering materiality.

Key Audit Matter	Auditor’s Response
The application of the revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised at a point in time or over time. Additionally, revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.
Assessment and recoverability of Trade Receivables and Contract Assets The Company have trade receivables outstanding (net of provision) of Rs. 1106.48 crore and contract assets of Rs. 324.71 crore at the end of 31st March, 2024. These balances are related to revenue recognized in line with Ind AS 115"Revenue from contracts with customers” for ongoing contracts and completed contracts. The assessment of its recoverability is a key audit matters in the audit due to its size and high level of management judgment. Refer note nos. 10.1 & 10.6 to the standalone financial statements.	We have assessed the Company''s internal process to recognize the revenue and review mechanism of trade receivables and contract assets. Our audit approach consisted testing of the design and operating effectiveness of internal controls and procedures as follows: * Evaluated the process of invoicing, verification, and reconciliation with customers. * Obtained the list of project wise outstanding details and its review mechanism by the management. * Discussed the Company''s practice on impairment of trade receivables and contract assets.
	*	Tested the accuracy of aging of trade receivables and contract assets at the year-end on sample basis.
	*	Performed analytical procedures and test of details for reasonableness, recoverability and other related material items.

Information other than the standalone financial statements and auditor''s report thereon

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Director''s Report including Annexures to Director''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. The annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 communicate the fact. We have nothing to report in this regard.

Responsibilities of the management and those charged with governance for the standalone financial statements

The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Management and Board of Directors are 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, other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, the Management and Board of Directors are 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 the Board of Directors 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 the Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

• Conclude on the appropriateness of Management and Board of Directors 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.

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

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

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

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

Report on other legal and regulatory requirements

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

2. The Comptroller & Auditor General of India has issued directions indicating the areas to be examined in terms of Sub section (5) of Section 143 of the Act, compliance of which are set out in ''Annexure B”.

3. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

(e) As per the notification number G.S.R. 463(E) dated 5^th June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the Act regarding the disqualifications of Directors is not applicable to the Company, since it is a Government Company;

(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 C”;

(g) With respect to the other matters to be included in the Auditor''s Report, as per notification number G.S.R. 463 (E) dated 5^th June, 2015 issued by Ministry of Corporate Affairs, section 197(16) of the Act regarding the Managerial Remuneration is not applicable to the Company, since it is a Government Company.

(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.37 to the standalone financial statements);

ii) The Company did not have any longterm contracts including derivative contract for which there were any material foreseeable losses;

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

iv) (a) The Management has represented to

us 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, 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 to us 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, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that we 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.

v) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

vi) Based on the information and explanations furnished to us, our examination which included test checks and in accordance with requirements of the Implementation Guide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (revised 2024 edition) issued by the Institute of Chartered Accountants of India, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year. However, as explained a separate log file has not been maintained due to resource constraint for all relevant transactions recorded in the software.

However, as explained to us, editing facility is not available in accounting software except for in the fields of assignments/texts.

Place: New Delhi Date: 17^th May, 2024

We did not come across any instance of the audit trail feature being tampered with.

Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (revised 2024 edition) issued by the Institute of Chartered Accountants of India. We have not carried out any audit or examination of the audit trail beyond the matters required by the aforesaid Rule 11 (g) nor have we carried out any standalone audit or examination of the audit trail.

For V. K. DHINGRA & CO.,

Chartered Accountants FRN.: 000250N

Sd/-

(VIPUL GIROTRA)

PARTNER M. No. 084312 UDIN: 24084312BKCTET6512

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Mar 31, 2023

RAIL VIKAS NIGAM LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Qualified opinion

We have audited the accompanying standalone Ind AS financial statements of RAIL VIKAS NIGAM LIMITED, (“the Company”), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, Statement of Cash Flows for the year then ended, and notes to the financial statements, including 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, except for the effects of the matter described in the “Basis for qualified opinion” section of our report, 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 31st March, 2023, its profit (including other comprehensive loss),changes in equity and its cash flows for the year ended on that date.

Basis for qualified opinion

Goods & Service Tax (GST) accounts in the financial books are subject to reconciliation with the GST portal. Pending reconciliation and in the absence of the requisite supporting documentation, we are unable to comment on the resultant impact of the same on the accompanying standalone financial statements.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the “Auditor’s responsibilities for the audit of the standalone financial statements” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“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 thereunder, and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our qualified audit opinion.

Emphasis of matter

We draw your attention to the following matters:

a. The Company receives advance payment from Joint Venture Companies for incurring expenditures on their projects. However, in case of one joint venture

company i.e. Krishnapatnam Railway Company Limited (KRCL), the Company is incurring project expenditures on a regular basis but insignificant amount has been received from KRCL during the year and the total amount receivable from KRCL as on 31stMarch, 2023 is H1449.59 crore (including accrued interest amounting to H 15.88 crore) which includes H 687.69 crore on account of interest (refer note nos. 10.1 & 10.6 to the standalone financial statements).

b. In view of the representation made by KRCL for waiver of departmental charges and pending decision by the Board of Directors of the Company, the claim for departmental charges @ 5% of the completion cost of the project has not been raised on KRCL by the Company(refer note no. 48 to the standalone financial statements).

c. Balances of some of the Trade Receivables, Other Assets, Trade and Other Payable accounts are subject to confirmation/reconciliation from the respective parties. The management does not expect to have any material differences affecting the financial statements for the year ended 31st March, 2023 (refer note no.49to the standalone financial statements).

Our opinion is not modified in respect of these matters.

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.

In addition to the matter described in the “Basis for qualified opinion” section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditor''s Response
Provisions and Contingent liabilities relating to ongoing	Our audit procedures included, but were not limited to the
litigations	following:
Provisions and Contingent liabilities relating to ongoing	• Obtained understanding of the process of identification
litigations	and measurement of provisions and contingent liabilities relating to ongoing litigation implemented by the
The Company is subject to a number of legal, arbitration and tax	Management, through various discussions held with
cases for which final outcome cannot be easily predicted and	Company''s legal and finance personnel.
which could potentially result in significant liabilities.	• Tested the design and operating effectiveness of the
Management''s disclosures with regards to provisions and	controls put in place by the management in relation to
contingent liabilities relating to provisions and contingent	assessment of the outcome of the pending litigations.
liabilities relating to ongoing litigations are presented in note no. 37 to the Company''s standalone financial statements.	• Inspected the summary of litigation matters and discussed key developments during the year with the
The assessment of whether a liability is recognised as a provision	Company''s Legal and Finance personnel.
or disclosed as a contingent liability in the standalone financial statements is inherently subjective and requires significant	• Inspected and evaluated, where applicable, external
management judgement in determination of the cash outflows from the business, interpretation of applicable laws and	legal and/or regulatory advice sought by the Company.
regulations, and careful examination of pending assessments at	• Discussed and challenged the management''s
various levels.	assessment of the likelihood, magnitude and accounting of any liability that may arise in certain material cases.
Since the amounts involved are significant and due to the	Accordingly, we reviewed the amount of provisions
range of possible outcomes leading to high estimation	recognized and contingent liabilities disclosed in the
uncertainty that requires significant management and	standalone financial statements and exercised our
auditor judgement, this matter is considered to be a key audit	professional judgement to assess appropriateness of
matter for the current year audit.	such conclusions, involving experts as required.
	• Evaluated the adequacy of disclosures made in the Company''s standalone financial statements in accordance with the applicable accounting standards.
Recognition, measurement, estimation, presentation and	We have assessed the Company''s internal process for
disclosures in respect of “Revenue from contracts with	adoption and evaluating the impact of this Ind AS. Our audit
Customers” under Ind AS 115	approach consisted design and testing of effectiveness of internal controls and procedures as follows:
The application of Ind AS 115 involves certain key judgments, estimation, identification of distinct performance obligations,	• Evaluated the process of implementation of this Ind AS
determination of transaction price, measurement of revenue	on revenue recognition and effectiveness of controls
recognition and disclosures including presentation of	over the preparation of information that are designed
balances in the financial statements. Refer note nos.34.1 &	to ensure the completeness and accuracy.
34.2 to the standalone financial statements.	• Selected a sample of existing continuing contracts and
Since the amounts involved are significant this matter is	new contracts, and tested the operating effectiveness
considered to be a key audit matter for the current year audit.	of the internal control, relating to identification of the distinct performance obligations and determination of
Further explanation why we consider this as a key audit	transaction price.
matter is as follows	• Tested the relevant information accounting systems and
The application of the revenue accounting standard involves	change relating to contracts and related information
certain key judgements relating to identification of distinct	used in recording and disclosing revenue and
performance obligations, determination of transaction price	presentation of contract balances and trade receivables
of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised at a point in	in accordance with the Ind AS.
time or over time. Additionally, revenue accounting standard	• We have performed analytical procedure including
contains disclosures which involves collation of information	comparison of the financial information and other
in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.	related items considering materiality.

Key Audit Matter	Auditor’s Response
Assessment and recoverability of Trade Receivables and	We have assessed the Company’s internal process to
Contract Assets	recognize the revenue and review mechanism of trade
The Company have trade receivables outstanding (net of provision) of H 969.30 crore and contract assets of H 1368.87 crore at the end of 31st March, 2023 These balances are	receivables and contract assets. Our audit approach consisted testing of the design and operating effectiveness of internal controls and procedures as follows:
related to revenue recognized in line with Ind AS 115“Revenue	• Evaluated the process of invoicing, verification, and
from contracts with customers” for ongoing contracts and	reconciliation with customers.
completed contracts. The assessment of its recoverability is a key audit matters in the audit due to its size and high level of management judgment. Refer note nos. 10.1 & 10.6to the	• Obtained the list of project wise outstanding details and its review mechanism by the management.
standalone financial statements.	• Discussed the Company’s practice on impairment of trade receivables and contract assets.
	• Tested the accuracy of aging of trade receivables and contract assets at the year-end on sample basis.
	• Performed analytical procedures and test of details for reasonableness, recoverability and other related material items.

Information other than the standalone 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, Director’s Report including Annexures to Director’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. The annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read

the other information identified above when it becomes available and, in doing so, consider

whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 communicate the fact. We have nothing to report in this regard.

Responsibilities of the management and those charged with governance for the standalone financial statements

The accompanying standalone financial statements have been approved by the Company’s Board of Directors. 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, other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies(Indian Accounting Standards) Rules,2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, the Board of Directors 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 the Board of Directors 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 the Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

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

Report on other legal and regulatory requirements

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

2. The Comptroller & Auditor General of India has issued directions indicating the areas to be examined in terms of Sub section (5) of Section 143 of the Act, compliance of which are set out in “Annexure B”.

3. As required by Section 143(3) of the Act, we report, to the extent applicable, 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) Except for the effects of the matter described in the Basis for qualified opinion section, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss(including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) Except for the effects of the matter described in the Basis for qualified opinion section in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

(e) As per the notification number G.S.R. 463(E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the Act regarding the disqualifications of Directors is not applicable to the Company, since it is a Government Company;

(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 C”;

(g) With respect to the other matters to be included in the Auditor’s Report, as per notification number G.S.R. 463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 197(16) of the Act regarding the Managerial Remuneration is not applicable to the Company, since it is a Government Company.

(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.37to the standalone financial statements);

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

iv) (a) The Management has represented to

us 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, 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 to us 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, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that we 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.

v) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

vi) Proviso to Rule 3 (1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 01, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

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Mar 31, 2022

RAIL VIKAS NIGAM LIMITED

Report on the Audit of the Standalone IndAS Financial Statements Qualified opinion

We have audited the accompanying standalone IndAS financial statements of RAIL VIKAS NIGAM LIMITED, ("the Company"), which comprise the Balance Sheet as at 31st March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, Statement of Cash Flows for the year then ended, and notes to the financial statements, including 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, except for the effects of the matter described in the "Basis for qualified opinion" section of our report, 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 31^st March, 2022, its profit (including other comprehensive loss), changes in equity and its cash flows for the year ended on that date.

Basis for qualified opinion

Goods & Service Tax (GST) accounts in the financial books are subject to reconciliation with the GST portal. Pending reconciliation and in the absence of the requisite supporting documentation, we are unable to comment on the resultant impact of the same on the accompanying standalone financial statements,

We conducted our audit ofthe standalone financial statements in accordance with the Standards on Auditing (SAS) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor''s responsibilities for the audit of the standalone financial statements "section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our qualified audit opinion.

Emphasis of matter

We draw your attention to the following matters:

a. The Company receives advance payment from Joint Venture Companies for incurring expenditures on their projects. However, in case of one related party i.e. Krishnapatnam Railway Company Limited (KRCL),the Company is incurring project expenditures on a regular basis but insignificant amount has been received from KRCL during the year and the total amount receivable from KRCL as on 31^st March, 2022 is Rs. 1368.28 crore which includes Rs.530.18 crore on account of interest (refer note nos. 10.1 & 10.6 to the standalone financial statements).

b. Balances of some of the Trade Receivables, Other Assets, Trade and Other Payable accounts are subject to confirmation/reconciliation from the respective parties The management does not expect to have any material differences affecting the financial statements for the year ended 31^st March, 2022 (refer note no. 49 to the standalone financial statements).

Our opinion is not modified in respect of these matters.

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.

In addition to the matter described in the "Basis for qualified opinion" section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditor''s Response
Provisions and Contingent liabilities relatinq to onqoinq litiqations The Company is subject to a number of legal, regulatory, arbitration and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities.Management''s disclosures with regards to provisions and contingent liabilities relating to provisions and contingent liabilities relating to ongoing litigations are presented in note no. 37 to the Company''s standalone financial statements.The assessment of whether a liability is recognised as a provision or disclosed as a contingent liability in the standalone financial statements is inherently subjective and requires significant management judgement in determination of the cash outflows from the business, interpretation of applicable laws and regulations, and careful examination of pending assessments at various levels of regulatory authorities. Since the amounts involved are significant and due to the range of possible outcomes leading to high estimation uncertainty that requires significant management and auditor judgement , this matter is considered to be a key audit matter for the current year audit.	Our audit procedures included, but were not limited to the following: • Obtained understanding of the process of identification and measurement of provisions and contingent liabilities relating to ongoing litigation implemented by the Management, through various discussions held with Company''s legal and finance personnel. • Tested the design and operating effectiveness of the controls put in place by the management in relation to assessment of the outcome of the pending litigations.Inspected the summary of litigation matters and discussed key developments during the year with the Company''s Legal and Finance Personnel. • Inspected and evaluated, where applicable, external legal and/or regulatory advice sought by the Company. • Discussed and challenged the management''s assessment of the likelihood, magnitude and accounting of any liability that may arise in certain material cases. Accordingly, we reviewed the amount of provisions recognized and contingent liabilities disclosed in the standalone financial statements and exercised our professional judgement to assess appropriateness of such conclusions, involving experts as required. • Evaluated the adequacy of disclosures made in the Company''s standalone financial statements in accordance with the applicable accountin standards.
Recognition, measurement, estimation,	We have assessed the Company''s internal process for adoption and evaluating the impact of this Ind AS. Our audit approach consisted design and testing of effectiveness of internal controls and procedures as follows: • Evaluated the process of implementation of this Ind AS on revenue recognition and effectiveness of controls over the preparation of information that are designed to ensure the completeness and accuracy.
presentation and disclosures in respect of
"Revenue from contracts with Customers" under
Ind AS 115 The application of Ind AS 115 involves certain key judgments, estimation, identification of distinct performance obligations, determination of transaction price, measurement of revenue recognition and disclosures including presentation of balances in the

financial statements. Refer note nos.34.1 & 34.2 to the standalone financial statements.	• Selected a sample of existing continuing contracts and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. • Tested the relevant information accounting systems and change relating to contracts and related information used in recording and disclosing revenue and presentation of contract balances and trade receivables in accordance with the Ind AS. • We have performed analytical rocedure including com arison of the financial information and other related items considering materiality.
Assessment and recoverability of Trade	We have assessed the Company''s internal process to recognize the revenue and review mechanism of trade receivables and contract assets. Our audit approach consisted testing of the design and operating effectiveness of internal controls and procedures as follows: • Evaluated the process of invoicing, verification and reconciliation with customers. • Obtained the list of project wise outstanding details and its review mechanism by the management. • Discussed the Company''s practice on impairment of trade receivables and contract assets. • Tested the accuracy of aging of trade receivables and contract assets at the year-end on sample basis. • Performed analytical procedures and test of details for reasonableness, recoverability and other related material items.
Receivables and Contract Assets The Company have trade receivables outstanding of Rs.938.17 crore and contract assets of Rs.2261.17 crore at the end of 31st March, 2022 These balances are related to revenue recognized in line with Ind AS 1 15 "Revenue from contracts with customers" for ongoing contracts and completed contracts. The assessment of its recoverability is a key audit matters in the audit due to its size and high level of managementjudgment. Refer note nos. 10.1 &12(b) to the standalone financial statements.

Information other than the standalone 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, Director''s Report including Annexures to Director''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. The annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained 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 no material misstatement of this other information, we are required to communicate the fact. We have nothing to report in this regard.

Responsibilities of the management and those charged with governance for the standalone financial statements

The accompanying standalone financial statements have been approved by the Company''s Board of Directors. 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, other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies(lndian Accounting Standards)Rules,2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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, the Board of Directors 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 the Board of Directors 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 the Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

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

Other matters

The audit of standalone financial statements of the Company for the corresponding year ended 3 1 ^st March, 2021 included in the standalone financial statements was carried out and reported upon by predecessor audit firm who had expressed an unmodified conclusion vide their audit report dated 29^th June, 2021, whose audit report has been furnished to us and relied upon by us for the purpose of our audit of the standalone financial statements.

Our opinion is not modified in respect of this matter.

Report on other legal and regulatory requirements

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

2. The Comptroller & Auditor General of India has issued directions indicating the areas to be examined in terms of Sub section (5) of Section 143 of the Act, compliance of which are set out in "Annexure B"

3. As required by Section 143(3) of the Act, we report, to the extent applicable, 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) Except for the effects of the matter described in the Basis for qualified opinion section, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) Except for the effects of the matter described in the Basis for qualified opinion section in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

(e) As per the notification number G.S.R. 463(E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 164(2) of the Act regarding the disqualifications of Directors is not applicable to the Company, since it is a Government Company;

(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 C";

(g) With respect to the other matters to be included in the Auditor''s Report, as per notification number G.S.R. 463 (E) dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 197(16) of the Act regarding the Managerial Remuneration is not applicable to the Company, since it is a Government Company.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 1 1 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements (refer note no.37 to the standalone financial statements);

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

iv) (a) The Management has represented to us 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, 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 to us 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, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on such audit procedures that we 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.

v) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

For V. K. DHINGRA & CO., CHARTERED ACCOUNTANTS Firm Registration No. 000250N

(LALIT AHUJA)PLACE: NEW DELHI PARTNER

DATED: 30^th May, 2022 M. No. 085842

UDIN: 22085842AJXNIM3814

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Mar 31, 2021

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of Rail Vikas Nigam Limited (“the Company”), which comprise the Balance Sheet as at March 31,2021, 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 then ended and Notes to the Standalone Ind AS Financial Statements, and a summary of the Significant Accounting policies and other explanatory information (hereinafter referred to as “the Standalone Ind AS Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31,2021, the profit and total comprehensive income, changes in equity and its cash flow for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter (EOM)

We draw attention to the following matters to the Standalone Ind AS Financial Statements :

1. Without qualifying our report attention is invited to note no. 10.1 and 10.6 of Standalone Ind As financial statement regarding Trade Receivable. RVNL receives advance payment from SPVs for incurring expenditures on their projects. However, in case of Krishnapatnam Railway Company Limited (KPRCL), RVNL is incurring project expenditures on regular basis but no amount is being received from Krishnapatnam Railway Company Limited as advance payment. During the financial year 202021, RVNL has incurred project expenditures amounting to Rs. 31.46 crore on Krishnapatnam Railway Company Limited (KPRCL). KPRCL has not paid the amount dues due to some dispute and Trade Receivable from Krishnapatnam Railway Company Limited as on 31st March, 2021 is Rs. 863.82 crore and Interest Receivables amount of Rs. 415.99 crore i.e. total Receivable from Krishnapatnam Railways Company Limited amounting to Rs. 1279.81 crore.

2. Without qualifying our report attention is invited to note no. 12(a) of Standalone Ind As financial statement regarding Advance to Zonal Railways, Advance to Sleepers, Utility Advances and Advances Released for Supply of Rail. No balance confirmation has been received relating to Advances to Zonal Railways Rs. 584.13 crores, Advance to Sleepers Rs. 133.64 crores, Utility Advances Rs. 355.98 crores and Advance Released for Supply of Rail Rs. 46.23 crores as on 31st March, 2021.

3. Without qualifying our report attention is invited to note no. 44 regarding the impact arising from the Covid-19 pandemic.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS 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.

Key Audit Matter	Auditor’s Response
Recognition, measurement, estimation, presentation and disclosures in	We assessed the company’s internal process for adoption and evaluating the impact of this Ind AS. Our audit approach consisted design and testing of effectiveness of internal controls and procedures as follows: Evaluated the process of implementation of this Ind AS on revenue recognition and effectiveness of controls over the preparation of information that are designed to ensure the completeness and accuracy. Selected a sample of existing continuing contracts and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. Tested the relevant information accounting systems and change relating to contracts and related information used in recording and disclosing revenue and presentation of contract balances and trade receivables in accordance with the Ind AS. We have performed analytical procedure including comparison of the financial information and other related items considering materiality.
respect of “Revenue from contracts
with Customers” under ind AS 115
The application of this Ind AS 115 involves certain key judgments, estimation, identification of distinct performance obligations, determination of transaction price, measurement of revenue recognition and disclosures including presentations of balances in the financial statements. Refer Note 34 to the standalone financial statements
Assessment and recoverability of	Principal Audit Procedures We have assessed the Company’s internal process to recognize the revenue and review mechanism of trade receivables and contract assets. Our audit approach consisted testing of the design and operating effectiveness of internal controls and procedures as follows: • Evaluated the process of invoicing, verifications, and reconciliations with customers. • Obtained the list of project wise outstanding details and its review mechanism by the management. • Reviewed the guidelines and policies of the Company on impairment of trade receivables and contract assets. • Tested the accuracy of aging of trade receivables and contract assets at the year end on sample basis. • Performed analytical procedures and test of details for reasonableness, recoverability and other related material items.
Trade Receivables and Contract Assets The Company have trade receivables outstanding of Rs. 981.87 crore and unbilled contract assets of Rs. 3022.76 crore at the end of March 31,2021. These balances are related to revenue recognized in line with Ind AS 115 “Revenue from contracts with customers” for ongoing contracts and completed contracts. The assessment of its recoverability is a key audit matters in the audit due to its size and high level of management judgment Refer Notes 10.1, 12(b) to the standalone financial statements.

Ind As 116	Our audit procedures with respect to Ind As 116 include:
As described in Note 3.2 to the Standalone	• Assessed and tested processes and controls in respect of the
financial statements, the Company has	lease accounting standard (Ind As 116);
followed Ind AS 116 Leases (Ind AS 116).	• Assessed the company''s evaluation on the identification
The application of this accounting standard	of leases based on the contractual agreements and our
is complex and is an area of focus in our	knowledge of the business;
audit since the Company has a number of	• Involved our specialist to evaluate the reasonableness of the
leases with different contractual terms.	discount rate applied in determining the lease liabilities;
Ind AS 116 introduces a new lease accounting model, wherein lessees are required to recognize a right-of-use	• On a statistical sample, we performed the following procedures;
(ROU) asset and a lease liability arising	• Assessed the key terms and conditions of each lease with
from a lease on the balance sheet. The	the underlying lease contracts; and
lease liabilities are initially measured	• Evaluated computation of lease liabilities an challenged
by discounting future lease payments	the key estimated such as, discount rates and the lease
during the lease term as per the contract/	term.
arrangement. Ind AS 116 involves	• Assessed and tested the presentation and disclosures relating
significant judgments and estimates including, determination of the discount rates and the lease term.	to Ind As 116.
Refer Note no. 3.2 and Note no. 45 to 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 other information. The other information comprises the information included in management analysis, company performance report but does not include the Standalone Ind AS 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 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 in the 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 Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income and changes in equity (reserves) & cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, 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 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 and Board Directors 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.

That Board of Directors are also responsible for overseeing the company’s financial reporting process. Auditor’s Responsibilities for the Audit of the 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:

• 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial control system in place and the operating effectiveness of such controls.

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

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

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 misstatement in the Standalone Ind AS Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonable knowledgeable user of the Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) Planning the scope of our audit work in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Ind AS 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, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure

A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

(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 and the Statement of Changes in Equity (reserves) & Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules 2015.

(e) Being a Government Company, Section 164(2) of the Companies Act, 2013 regarding ‘whether any director is disqualified from being appointed as a director’ is not applicable to the Company in view of Notification no. G.S.R. 463(E) dated. 05-06-2015 issued by Ministry of Corporate Affairs.

(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”, and

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

i. The company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS Financial Statements. Refer Note 37 A. and 37 B. to the 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. Compliance in respect of transfer to Investor Education and Protection fund, required to be transferred in accordance with relevant statutes, there were no amount which were required to be transferred to the Investor Education and Protection Fund by the company.

(3) As required by section 143(5) of the Act, we have considered the directions issued by the Comptroller

and Auditor General of India, the action taken thereon and its impact on the accounts and financial

statements of the company - Refer “Annexure C” attached.

For M/S Raj Har Gopal & Co.

Chartered Accountants Firm Registration No. 002074N

Sd/-

Shrey Gupta Partner

Membership No.522315 UDIN- 21522315AAAAEQ8117

Place: New Delhi Date: June 29, 2021

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Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF RAIL VIKAS NIGAM LIMITED 1. Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind As financial statements of RAIL VIKAS NIGAM LIMITED (hereinafter referred to as “the Company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow, the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind As financial statements”).

2. Management’s Responsibility forthe Standalone Ind As Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (hereinafter referred to as “the Act”) with respect to the preparation of these standalone Ind As financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind As) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

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

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.

4. Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

5. Emphasis of Matter (EOM)

- Without qualifying our report attention is invited to note no. 10.1(i) of standalone Ind AS financial statements Trade Receivable from Related Party. RVNL receives advance payment from SPV’s for incurring expenditure on their projects. However in case of Krishnapatnam Railway Company Ltd., RVNL is incurring project expenditure on a regular basis but insignificant amount is being received from Krishnapatnam Railway Company Ltd. as advance payment. During the Financial year 2017-18, RVNL has incurred project expenditure amounting to Rs, 44,654.19 Lakhs on Krishnapatnam Railway Company Ltd. Total Trade Receivable from Krishnapatnam Railway Company Ltd. as on 31st March, 2018 is Rs, 76,363.97 Lakhs.

- Without qualifying our report attention is invited to Note No. 12 (a) regarding Advance to Zonal Railways. No Balance confirmation has been received relating to advance given to zonal railways of Rs, 29,962.58 Lakhs as on 31.03.2018.

6. Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4 of the order.

II. As required by the directions issued by the Comptroller and Auditor General of India, in terms of section 143(5) of the Act, we give the compliance in Annexure ‘B’.

III. As required by Section 143(3) of the Act, 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 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 it appears from our examination of those books.

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

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rule, 2015, as amended.

e. In terms of Ministry of Company Affairs notification no. GSR 463 (E) dated 5th June 2015, Government Companies are exempt from applicability of provisions of section 164 (2) of Companies Act, 2013.

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 C’. Our report expresses an unqualified 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 Rule 11 of the Companies (Audit and Auditors) Rule, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending, litigations on its financial position in its financial statements- Refer Note No. 37 to the financial statement.

ii. The Company did 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.

Annexure to the Independent Auditors’ Report referred to in paragraph 6(1) of our report of even date on the standalone Ind AS Financial Statements of Rail Vikas Nigam Limited for the Year ended 31st March, 2018

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

b) The fixed assets have been physically verified by the management during the year at reasonable interval. No material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the Lease deeds, comprising all the immovable properties of land and buildings which are leasehold, are held in the name of the Company as at the balance sheet date. The company does not own any freehold land or building.

2. The company is in business of implementing railway infrastructure projects and the inventory primarily consists of project work in progress. The inventories are physically verified during the year and the same is recorded in the measurement book. Keeping in view the nature of business and inventory, the frequency of physical verification in our opinion is reasonable.

3. In our opinion and according to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of Company Act, 2013, with respect to the loans and investment made.

5. According to the information and explanation given to us, the company has not accepted any deposit during the year from the public.

6. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013.

7. a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess, Goods and Service Tax, and any other statutory dues with the appropriate authorities. According, to the information and explanation given to us, no undisputed amount payable in respect of any statutory dues were outstanding as at 31.03.2018 for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, there are disputed dues of income tax amounting to Rs, 15.28 Lakhs and no dues of sales tax or wealth tax or service tax or custom duty or excise duty or value added tax or cess or Goods and services Tax which have not been deposited on account of any dispute. The details of unpaid disputed income tax liability is as under:

Assessment Year	Amount (Rs, In lakhs)	Forum where pending
2008-09	15.17	Assessing Officer u/s 154
2012-13	0.06	CPC u/s 220(2)
2014-15	0.02	Assessing Officer u/s 143(3)
2015-16	0.03	CPC u/s 143(1a)

8. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, government or bank or debenture holders.

9. During the year, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Terms loans have been applied by the company for the purpose for which they were raised.

10. To the best of our knowledge and according to the information and explanations given to us, no fraud by the company and no fraud on the company by its officers or employees has been noticed or reported during the year.

11. The provisions of section197 of the Companies Act, 2013 are not applicable since the company is a government company.

12. The Company is not a Nidhi Company and hence Para (xii) is not applicable.

13. In our opinion and according to the information and explanations given to us, the transactions with related parties are incompliance with provisions of section 177 and 188 of the Companies Act, 2013 as applicable and adequate disclosures have been made in the financial statements as required by the applicable accounting standards.

14. The Company has not made any preferential allotment or private placement of share or fully or partly convertible debentures during the year.

15. In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions with the directors or persons connected with them under the provisions of section 192 of the Companies Act, 2013.

16. In our opinion and as per the information and explanation given to us, the company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934.

Annexure to the Independent Auditors’ Report referred to in paragraph 6(11) of our report of even date on the standalone Ind AS financial statements of RAIL VIKAS NIGAM LIMITED for the Year ended 31st March, 2018

S.No.	CAG’s Directions	Our Report	Action Taken thereon	Impact on financial statements
1.	Whether the company has clear title/lease deeds for freehold and leasehold land respectively Rs, If not please state the area of freehold and leasehold land for which title/lease deeds are not available.	The company has leasehold land that have been taken on lease and disclosed as Property, Plant, and Equipment in the standalone financial statements, the lease agreements are in the name of the Company. Company also has commercial space for which lease deed has been executed with the owner. The company does not own any freehold land.	No action required	NIL
2.	Please report whether there are any cases of waiver/write off of debts/ loans/interest etc., if any, the reasons there for and the amount involved.	There is no case of waiver/ write off of debts/ loans/ interest during the year.	No action required	NIL
3.	Whether proper records are maintained for inventories lying with third parties & assets received as gifts from Govt, or other authorities.	No inventory is lying with third parties and no asset has been received as gifts from Government or any other authorities by RVNL.	No action required	NIL

Annexure to the Independent Auditors’ Report referred to in paragraph 6(lll)(f) of our report of even date on the standalone Ind AS financial statements of RAIL VIKAS NIGAM LIMITED for the Year ended 31st March, 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Rail Vikas Nigam Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internals financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Raj Har Gopal & Co.

Chartered Accountants

(FRN: 002074N)

Sd/-

G.K. Gupta

( Partner)

Date:13^th August2018 M. No. 081085

Place: New Delhi

---

Mar 31, 2011

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

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

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

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

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

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

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

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

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

(vi) Attention is invited to our following comments:-

a. Works in Progress, shown under the ''Current Assets'' include projects completed, as well as partly completed, by RVNL and under operation by Railways funded by IRFC. These assets are to be retained in the books of RVNL pending the modalities for financial adjustments to be finalized in consultation with Ministry of Railways and the consequent financial impact thereof cannot be ascertained presently. Subject to our comments in paragraph 4 (vi) (a), financial adjustments yet to be carried out pending modalities to be finalized in consultation with Ministry of Railways, in case of projects funded through IRFC, and the consequent financial impact thereof cannot be ascertained presently, in our opinion and to the best of our information & according to the explanations given to us, the said accounts read with the notes to accounts in Schedule 17 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date to the Shareholders of Rail Vikas Nigam Ltd. on the accounts for the year 31st March, 2011

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

b) The Company has a phased programme for physical verification of fixed assets and no material discrepancies were noticed on such verification.

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

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

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

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

v) Based on our examination and according to the information and explanations given to us, we are of the opinion that there were no transactions during the year that need to be entered in the Register maintained under Section 301 of the Companies Act 1956.

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

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

viii) As informed to us the Central Government has not prescribed maintenance of cost records under section 210 (1) (d) of the Companies Act, 1956.

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

b) According to the information made available to us, there are no disputed dues in respect of Income Tax, Wealth Tax, Excise Duty, Custom Duty, Service Tax, Sales Tax and Cess which have not been deposited.

x) The Company does not have any accumulated losses.

The Company has not incurred cash losses during the financial year ended 31st March, 2011 and in the immediately preceding financial year.

xi) In our opinion and according to information and explanations given to us The Company has not defaulted in repayment of dues to financial institution. The Company has neither borrowed from Banks nor issued any debentures.

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

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

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

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

xvi) In our opinion and according to information and explanations given to us, the term loans taken from IRFC have been applied for the purpose for which the loans were obtained.

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

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

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

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

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

For Bhushan Bensal Jain Associates

Chartered Accountants

FRN:003884N

Sd/-

(CA. Ravi Bhardwaj)

Partner

Membership No. 80656

Place: New Delhi

Date: 26th July, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of RAIL VIKAS NIGAM LIMITED, as at 31st March, 2010 and the profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

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

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

(vi) Attention is invited to our following comments:-

(a) Note No.1 (ii) regarding the expenditure incurred by Zonal Railways prior to the formation of the company has not been brought to the books of the Company.

(b) Work in progress shown under the current Assets includes projects completed / partly completed under operation by Railways. However, financial adjustments are yet to be carried out in absence of modalities to be finalized in consultation with Ministry of Railways and the consequent financial impact thereof cannot be ascertained presently.

- Subject to our comments in paragraph 4 (vi)(a), non inclusion of expenditure incurred by Zonal Railways prior to formation of the company and para 4(vi)(b) financial adjustments yet to be carried out in absence of modalities to be finalized in consultation with Ministry of Railways and the consequent financial impact thereof cannot be ascertained presently, in our opinion and to the best of our information & according to the explanations given to us, the said accounts read with the notes to accounts in Schedule 18 give the information required by the Companies Act, 1956. In the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

Referred to in paragraph 3 of our report of even date to the shareholders of Rail Vikas Nigam Ltd. on the account for the year 31st March, 2010

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

b) The company has a phased programmers for physical verification of fixed assets and no material discrepancies were noticed on such verification.

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

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

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

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

v) Based on our examination and according to the information and explanations given to us, we are of the opinion that there were no transactions during the year that need to be entered in the Register maintained under section 301 of the Companies Act 1956.

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

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

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

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

b) According to the information made available to us, there is no disputed dues available to us, there is no disputed dues in respect of income Tax, Wealth Tax, Excise Duty, Custom Duty, Service Tax, Sales Tax and Cess which have not been deposited.

x) The company does not have any accumulated losses. The company has not incurred cash losses during the financial year ended 31st March, 2010 and in the immediately preceding financial year.

xi) The company has not borrowed form any financial institutions, bank or issued any Debentures, therefore, no comment is required to be given under para 4 (xi) of CARO, 2003.

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

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

xiv) The company is not dealing or trading in any shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of CARO, 2003 is not applicable to the company.

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

xvi) In our opinion and according to information and explanations given to us, the term loans taken from IRFC have been applied for the purpose for which the loans were obtained.

xvii) On the basis of information and explanations given to us, and on an overall examination of the financial statements of the company, no funds have been raised on short-term basis. Hence, no comments required. xviii) According to the information and explanation given to us, during the period covered by our audit report, the company has not made preferentila allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

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

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

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

For Bhushan Bensal Jain Associates

Chartered Accountants

FRN: 0033884N

sd/-

(CA Ravi Bhardwaj)

Partner

Membership No: 80656

Place : New Delhi

Date : 29.06.2010