Auditor Report of Rites Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of RITES Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2025, the Statement of
Profit and Loss including Other Comprehensive Income,
the Statement of Changes in Equity and the Statement of
Cash Flows for the year then ended, notes to the Standalone
Financial Statements including a summary of the material
accounting policies and other explanatory information which
includes Twelve (12) joint operations (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 and based on the consideration
of reports of other auditors on separate financial statements
and on the other information of the joint operations, 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
accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, the profit
including other comprehensive income, statement of 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 ICAI’s Code of Ethics. We believe that
the audit evidence we have obtained and by other auditors in
terms of their report referred to in “Other Matter” paragraph
below, is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to note no. 57(a) to the Standalone Financial
Statements wherein it is mentioned that the Financials
Statements of one of the Jointly controlled entities namely
Indian Railway Stations Development Corporation Limited
(IRSDC) have been prepared on liquidation basis and stating
that the company does not perceive any impairment at present
in the value of investments held by the company in IRSDC.

We draw your attention to Note No. 57(p) to the Standalone
Financial Statements wherein it is mentioned that one of the
Associate entities MMG- Metro Management Group Limited,
is under the process of voluntary dissolution and stating that
the company has already impaired the value of investment in
MMG-Metro Management Group Limited.

Our opinion is not modified in respect of above matter.

Key Audit Matters

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

'' Key Audit Matter No.

Auditor''s Response

1 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in respect of Ind AS 115 “Revenue from Contracts with Customers" (revenue accounting standard). 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 recognized 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. Refer Notes 1.2.1 and 51 to the Standalone Financial Statements.

Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: • Evaluated the design of internal controls relating to implementation of the revenue accounting standard. • Selected a sample of contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation and inspection of evidence in respect of operation of these controls. • Selected a sample of contracts and performed the following procedures: - Read, analysed and identified the distinct performance obligations in these contracts. - Compared these performance obligations with that identified and recorded by the Company. - Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration. - Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Information other than the Standalone Financial
Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Annual Report, but
does not include the Standalone Financial Statements and
our auditor''s report thereon. The Annual Report is expected
to be made available to us after the date of our audit report.

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

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

When we read the Annual Report, 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 Companies Act, 2013
(“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 accounting Standards
specified under section 133 of the Act. 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 the Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

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

Auditor''s responsibilities for the audit of the
Standalone Financial Statements

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

As part of an audit in accordance with SAs, we exercise
professional judgement 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 risk, 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 controls 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 with reference to Standalone Financial
Statements 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 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 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.

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

(i) The Standalone Financial Statements include company’s
share of total assets of H 23.08 crores as at March 31,
2025 and company’s share of total revenue of H 154.01
crores and share of net profit/(loss) after tax of H (0.55)
crores for the year ended March 31, 2025, in respect of
Nine (9) Joint Operations, whose financial statements
have not been audited by us. These financial statements
have been audited by other auditors whose reports
have been furnished to us by the management and our
opinion on the Standalone Financial Statements, in so
far as it relates to the amounts and disclosures included
in respect of these joint operations, are based solely on
the reports of such other auditors.

(ii) The Standalone Financial Statements include company’s
share of total assets of H 7.15 crores as at March 31,
2025 and company’s share of total revenue of H 7.87
crores and share of net profit/(loss) after tax of H (0.01)
crores for the year ended March 31, 2025, in respect of
Three (03) Joint Operations. These financial statements
have not been audited and have been certified by
management and our opinion on the Standalone Financial
Statements, in so far as it relates to the amounts and
disclosures included in respect of these joint operations
are based on unaudited financial statements certified by
the management.

Our opinion on the Standalone Financial Statements is
not modified in respect of above matters with respect to
our reliance on the work done by and the reports of the
other auditors and the financial statements certified by
the management.

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 Companies Act, 2013, we give in the “Annexure I” a
statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

2. In terms of sub section (5) of section 143 of the Act, we
give in the “Annexure II” a statement on the directions
issued under the aforesaid section by the Comptroller
and Auditor General of India.

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 Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, statement
of changes in Equity, and the Statement of Cash
Flows dealt with by this report are in agreement
with the books of account.

(d) I n our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards (Ind AS) specified under Section 133
of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;

(e) In view of exemption given vide notification no.
G.S.R. 463(E) dated 5^th June, 2015, issued by
Ministry of Corporate Affairs, provisions of Section
164(2) of the Act regarding disqualifications of
Directors, are not applicable to the Company;

(f) With respect to the adequacy of the internal
financial controls with reference to the Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure IN”;

(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 Financial Statements - Refer Note
47(b)(i) 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 amounts which were 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
as disclosed in note no 57(m) to the
Standalone Financial Statements, 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 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, that,
to the best of its knowledge and belief,
as disclosed in note no 57(n) to the
Standalone Financial Statements, 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 that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us

to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. As stated in notes no. 21 and 54(a) to the
Standalone Financial Statements

(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, as applicable.

(b) The interim dividends declared and paid
by the Company during the year and until
the date of this report are in accordance
with Section 123 of the Act, as applicable.

(c) 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, as applicable.

vi. In our opinion and to the best of our information
and according to the explanations given to us,
provisions of Section 197 of the Act are not
applicable to the Company with respect to the
managerial remuneration paid/provided during
the year ended March 31, 2025.

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

For Pawan Puri and Associates

Chartered Accountants
Firm’s Registration No: 005950N

CA. Ashish Anand

Partner

Membership No: 532897
UDIN: 25532897BMJFGH5408

Place: Gurugram
Date: May 14, 2025

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Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of RITES Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, notes to the Standalone Financial Statements including a summary of the material accounting policies and other explanatory information which includes eleven (11) joint operations (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 and based on the consideration of reports of other auditors on separate financial statements and on the other information of the joint operations, 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the profit including other comprehensive income, statement of 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 ICAI’s Code of Ethics. We believe that the audit evidence we have obtained and by other auditors in terms of their report referred to in “Other Matter” paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to note no. 57(a) to the Standalone Financial Statements wherein it is mentioned that the Financial Statements of one of the Jointly controlled entities namely Indian Railway Stations Development Corporation Limited (IRSDC) have been prepared on liquidation basis and Board of IRSDC has decided to transfer the Assets and Liabilities of IRSDC to Rail Land Development Authority (RLDA) for consideration not less than Book value. Therefore, the Company does not perceive any impairment at present in the value of investments held in IRSDC.

Our opinion is not modified in respect of above matter.

Key Audit Matters

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

Sr. No.	Key Audit Matter	Auditor''s Response
i	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in respect of Ind AS 115 “Revenue from Contracts with Customers" (revenue accounting standard). 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 recognized 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. Refer Notes 1.2.1 and 51 to the Standalone Financial Statements.	Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: • Evaluated the design of internal controls relating to implementation of the revenue accounting standard. • Selected a sample of contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation and inspection of evidence in respect of operation of these controls. • Selected a sample of contracts and performed the following procedures: • Read, analysed and identified the distinct performance obligations in these contracts. • Compared these performance obligations with that identified and recorded by the Company. • Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration. • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of our audit report.

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

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

When we read the Annual Report, 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 Companies Act, 2013 (“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 accounting Standards specified under section 133 of the Act. 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

As part of an audit in accordance with SAs, we exercise professional judgement 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 risk, 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 controls 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 with reference to Standalone Financial Statements 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 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 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.

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

(i) The Standalone Financial Statements include Company’s share of total assets of '' 14.89 crores as at March 31, 2024 and Company’s share of total revenue of '' 126.12 crores and share of net profit after tax of '' 0.55 crores for the year ended March 31, 2024, in respect of Nine (9) Joint Operations, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the Standalone Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations, are based solely on the reports of such other auditors.

(ii) The Standalone Financial Statements include Company’s share of total assets of '' 9.44 crores as at March 31, 2024 and Company’s share of total revenue of '' 15.99 crores and share of net profit after tax of '' 0.03 crores for the year ended March 31, 2024, in respect of Two (2) Joint Operations. These financial statements have not been audited and have been certified by management and our opinion on the Standalone Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations are based on unaudited financial statements certified by the management.

Our opinion on the Standalone Financial Statements is not modified in respect of above matters with respect to our reliance on the work done by and the reports of the other auditors and the financial statements certified by the management.

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 Companies Act, 2013, we give in the “Annexure I” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. In terms of sub section (5) of section 143 of the Act, we give in the “Annexure II” a statement on the directions issued under the aforesaid section by the Comptroller and Auditor General of India.

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 Balance Sheet, the Statement of Profit and Loss including other comprehensive income, statement of changes in Equity, and the Statement of Cash Flows dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) In view of exemption given vide notification no. G.S.R. 463(E) dated 5^th June, 2015, issued by Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regarding disqualifications of Directors, are not applicable to the Company;

(f) With respect to the adequacy of the internal financial controls with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure III”;

(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 Financial Statements - Refer Note 47(b)(i) 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 amounts which were 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 as disclosed in note no 57(m) to the Standalone Financial Statements, 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 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, that, to the best of its knowledge and belief, as disclosed in note no 57(n) to the Standalone Financial Statements, 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in notes no. 21 and 54(a) to the Standalone Financial Statements

(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, as applicable.

(b) The interim dividends declared and paid by the Company during the year and until the date of this report are in accordance with Section 123 of the Act, as applicable.

(c) 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, as applicable.

vi. In our opinion and to the best of our information and according to the explanations given to us, provisions of Section 197 of the Act are not applicable to the Company with respect to the managerial remuneration paid/provided during the year ended March 31, 2024.

vii. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

For Pawan Puri and Associates

Chartered Accountants Firm’s Registration No: 005950N

CA Ashish Anand

Partner

Place: Gurugram Membership No:532897

Date: May 28, 2024 UDIN: 24532897BKGWPF5597

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Mar 31, 2023

To the Members of RITES LimitedREPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the accompanying Standalone Financial Statements of RITES Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended, notes to the Standalone Financial Statements including a summary of the 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit including other comprehensive income, statement of 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

(i) We draw attention to note no. 57(a) to the Standalone Financial Results wherein it is mentioned that the Financials Statements of one of the Jointly controlled entities, Indian Railway Stations Development Corporation Limited (IRSDC) have been prepared on liquidation basis and that the Company does not perceive any impairment at present in the value of investments held by the Company in IRSDC.

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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter	Auditor’s Response
1 Accuracy of recognition, measurement, presentation	Our audit approach consisted testing of the design and
and disclosures of revenues and other related balances	operating effectiveness of the internal controls and substantive
in respect of Ind AS 115 "Revenue from Contracts with	testing as follows:
Customers” (revenue accounting standard).	• Evaluated the design of internal controls relating to
The application of the revenue accounting standard involves	implementation of the revenue accounting standard.
certain key judgements relating to identification of distinct	• Selected a sample of contracts, and tested the operating
performance obligations, determination of transaction price	effectiveness of the internal control, relating to
of the identified performance obligations, the appropriateness	identification of the distinct performance obligations
of the basis used to measure revenue recognized at a point in	and determination of transaction price. We carried
time or over time. Additionally, revenue accounting standard	out a combination of procedures involving enquiry and
contains disclosures which involves collation of information in	observation and inspection of evidence in respect of
respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.	operation of these controls.

Sr. No. Key Audit Matter	Auditor’s Response
Refer Notes 1.2.1 and Statements.	51 to the Standalone Financial • Selected a sample of contracts and performed the following procedures:
	¦ Read, analysed and identified the distinct performance obligations in these contracts.
	¦ Compared these performance obligations with that identified and recorded by the Company.
	¦ Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
	¦ Performed analytical proceduresfor reasonableness of revenues disclosed by type and service offerings.

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 Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of our audit report.

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

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

When we read the Annual Report, 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 Companies Act, 2013 ("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 accounting Standards specified under section 133 of the Act. 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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

As part of an audit in accordance with SAs, we exercise professional judgement 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 risk, 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 controls 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 with reference to Standalone Financial Statements 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 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 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.

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

(a) The Statement include company''s share of total assets of '' 27.40 crores as at 31st March, 2023 and company''s share of total revenue of '' 35.34 crores and share of net profit after tax of '' 1.73 crores for the year ended March 31, 2023, in respect of ten joint operations, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint operations and our report in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (As amended), in so far as it relates to the aforesaid joint operations, are based solely on the reports of such other auditors.

Our opinion is not modified in respect of above matters.

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 Companies Act, 2013, we give in the "Annexure I” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. In terms of sub section (5) of section 143 of the Act, we give in the "Annexure II” a statement on the directions issued under the aforesaid section by the Comptroller and Auditor General of India.

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 Balance Sheet, the Statement of Profit and Loss including other comprehensive income, statement of changes in Equity, and the Cash Flow Statement 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) In view of exemption given vide notification no. G.S.R. 463(E) dated 5^th June, 2015, issued by Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regarding disqualifications of Directors, are not applicable to the Company;

(f) With respect to the adequacy of the internal financial controls with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ''Annexure III”;

(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 Financial Statements - Refer Note 47(b)(i) 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 amounts which were 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 as disclosed in note no 57(m) to the standalone financial statements, 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 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, that, to the best of its knowledge and belief, as disclosed in note no 57(n) to the standalone financial statements, 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;

Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in notes no. 21 and 54(b) to the

Standalone Financial Statements

(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, as applicable.

(b) The interim dividends declared and paid by the Company during the year and until the date of this report are in accordance with Section 123 of the Act, as applicable.

(c) 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, as applicable.

4. In our opinion and to the best of our information and according to the explanations given to us, provisions of Section 197 of the Act are not applicable to the company with respect to the managerial remuneration paid/provided during the year ended March 31, 2023.

For Pawan Puri & Associates

Chartered Accountants Firm''s Regn. No. 005950N

(Simranpreet Singh)

Partner

Place: Gurugram Membership No. 518262

Date : 18th May, 2023 UDIN: 23518262BGTMOV9843

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Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of RITES Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2022, 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, notes to the Standalone Financial Statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements”) in which are included the returns for the year ended on that date audited by the branch auditors of the company''s branches located at Eastern, Western and Southern Region.

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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, the profit including other comprehensive income, statement of 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Emphasis of Matter

(i) We draw attention to note no. 57(a) to the Standalone Financial Statements, which describes that the Company has evaluated possible impact that may result from COVID 19 pandemic on the carrying value of its assets and liabilities as at March 31, 2022. Based on the underlying data and current estimates, the Company does not expect any material impact on the carrying amount of these assets and liabilities.

(ii) We draw attention to note no. 57(b) to the Standalone Financial Results wherein it is mentioned that the Financials Statements of one of the Jointly controlled entities, Indian Railway Stations Development Corporation Limited (IRSDC) have been prepared on liquidation basis and that the Company does not perceive any impairment at present in the value of investments held by the Company in IRSDC.

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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor’s Response
1	Accuracy of recognition, measurement,	Our audit approach consisted testing of the design and operating
	presentation and disclosures of revenues and	effectiveness of the internal controls and substantive testing as follows:
	other related balances in respect of Ind AS 115 "Revenue from Contracts with Customers” (revenue accounting standard).	• Evaluated the design of internal controls relating to implementation of the revenue accounting standard.
	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 recognized at a point in time or over time.	• Selected a sample of contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation and inspection of evidence in respect of operation of these controls.

Sr. No.	Key Audit Matter	Auditor''s Response
	Additionally, revenue accounting standard contains	• Selected a sample of contracts and performed the following
	disclosures which involves collation of information	procedures:
	in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet	¦ Read, analysed and identified the distinct performance obligations in these contracts.
	date.	¦ Compared these performance obligations with that identified and
	Refer Notes 1.2.1 and 51 to the Standalone	recorded by the Company.
	Financial Statements.	¦ Considered the terms of the contracts to determine the transaction
		price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
		¦ Performed analytical procedures for reasonableness of revenues
		disclosed by type and service offerings.

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.

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 Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of our audit report.

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

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

When we read the Annual Report, 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 Companies Act, 2013 ("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 accounting Standards specified under section 133 of the Act. 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

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.

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

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

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

As part of an audit in accordance with SAs, we exercise professional judgement 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 risk, 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 controls 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 with reference to Standalone Financial Statements in place and the operating effectiveness of such controls.

branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors.

(b) The Standalone Financial Statements include company''s shares of total assets of H6.24 crore as at March 31, 2022 and company''s share of total revenue of H6.52 crore and share of net profit after tax including other comprehensive income of H0.12 crore for the year ended March 31, 2022, in respect of six joint operations, whose financial statements have not been audited by us. The financial statements of these joint operation have been audited by the joint operations'' auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of joint operations, is based solely on the report of such joint operations'' auditors.

(c) The Standalone Financial Statements include company''s shares of total assets of H 3.64 crore as at March 31, 2022 and Company''s share of total revenue of H15.19 crore and share of net loss after tax including other comprehensive income of H0.01 crore for the year ended March 31, 2022, in respect of two joint operations, whose financial statements have not been audited by us. These financial statements are unaudited and have been furnished to us by the management and our opinion on the Standalone Financial Statements, in so far as it relates to the amount and disclosures included in respect of the joint operations and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid joint operation is based only on such unaudited financial statements. In our opinion and according to information and explanations given to us by the Management these financial statements are not material to the group.

Our opinion is not modified in respect of above matters.

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 Companies Act, 2013, we give in the "Annexure I” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. In terms of sub section (5) of section 143 of the Act, we give in the "Annexure II” a statement on the directions issued under the aforesaid section by the Comptroller and Auditor General of India.

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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

• 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 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 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.

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

(a) We did not audit the financial statements of three branches included in the Standalone Financial Statements of the Company whose financial statements reflect total assets of H1702.26 crore at March 31, 2022 and the total revenue of H569.74 crore and profit before tax of H222.66 crore for the year ended on that date, as considered in the Standalone Financial Statements. The financial statements of these

(c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

(d) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, statement of changes in Equity, and the Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

(e) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(f) In view of exemption given vide notification no. G.S.R. 463(E) dated 5^th June, 2015, issued by Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regarding disqualifications of Directors, are not applicable to the Company;

(g) With respect to the adequacy of the internal financial controls with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure III”;

(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, 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 47(b)(i) 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 amounts which were 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 as disclosed in note no 57(n) to the standalone financial statements, 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 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, that, to the best of its knowledge and belief, as disclosed in note no 57(o) to the standalone financial statements, 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 that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in notes no. 21 and 54(b) to the Standalone

Financial Statements

(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, as applicable.

(b) The interim dividends declared and paid by the Company during the year and until the date of this report are in accordance with Section 123 of the Act, as applicable.

(c) 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, as applicable.

4. In our opinion and to the best of our information and according to the explanations given to us, provisions of Section 197 of the Act are not applicable to the company with respect to the managerial remuneration paid/provided during the year ended March 31, 2022.

For J.C. Bhalla & Co.

Chartered Accountants Firm''s Regn. No. 001111N

(Anshuman Mallick)

Partner

Place: Gurugram Membership No. 547705

Date: May 24, 2022 UDIN: 22547705AJMFZP4764

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Mar 31, 2018

REPORT ON STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of RITES LIMITED (“the Company”), which comprise the Balance sheet as at 31^st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended 31^st March, 2018, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS financial statements”), in which are incorporated accounts of two Branch/ Regional Office(consisting of Project and Inspection offices) audited by us and three Branch / Regional Offices (consisting of Project and Inspection Offices) audited by Branch Auditors appointed by the Comptroller and Auditor General of india, New Delhi and we have relied on the same. The Head Office accounts include transactions relating to overseas assignments, which have been incorporated on the basis of periodical statement of expenditure supported by bills received from there. In respect of joint operations in India, the company has incorporated their proportionate shares of income and expenditure in the said joint operations. The gross income and gross expenditure so incorporated amounts to Rs.2.63 crore and Rs.2.46 crore respectively, which have resulted into a net profit before tax of Rs.0.39 crore and a net profit after tax of Rs.0.17 crore, related to joint operations. We cannot comment on such figures as the same are audited by other auditors.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANcIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the 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) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these 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 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and 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.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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 (including the ind AS), of the financial position of the company as at 31^st March 2018, and its financial performance including other comprehensive income its cash flows and the changes in the equity for the year ended on that date.

EMPHASIS OF MATTER

Refer Note No. 2.50 of notes to accounts of standalone financial statement, consequent upon the decision of Government of India to disinvest 2.52 Crores Shares of the Company, Shares of the Company were listed on NSE and BsE on 2^nd July, 2018 and the proceeds have been realized by Government of India.

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, 2016, issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, (hereinafter referred to as the “the Order”), we give in the Annexure’l’ a statement on the matters specified in paragraphs 3 and 4 of the order to the extent applicable.

2. In terms of sub section (5) of section 143 of the Act, we give in the Annexure ‘ii’ a statement on the directions issued under the aforesaid section by the Comptroller and Auditor General of India.

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 balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of changes in equity dealt with by this report are in agreement with the books of account;

d. In our opinion, aforesaid standalone Ind AS financial statements comply with the accounting standards referred to in section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

e. In view of exemption given vide notification no. G.S.R. 463(E) dated 5^th June, 2015, issued by Ministry of Corporate Affairs, provisions of Section 164(2) of the Act regarding disqualifications of Directors, are not applicable to the 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 the Annexure ‘ill’; 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 best of our information and according to the explanation given to us:

i. The company has disclosed the impact of pending litigation as at 31^st March, 2018 on its financial position in its standalone Ind AS financial statements, Refer para no. 2.44.2 of notes to accounts of standalone Ind AS 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 amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURES TO INDEPENDENT AUDITOR’S REPORTS Annexure: I

Referred to in paragraph 1 of report on other legal and regulatory requirement’s paragraph of our report on even date on the standalone Ind AS financial statement as of and for the year ended 31st March, 2018, we report that:

i. In respect of fixed assets:

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the company and nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds/ lease deeds of immovable properties are held in the name of the Company except 4 nos. of leasehold buildings where lease deeds are pending for execution (Refer para no. 2.59 of Notes to Accounts of the standalone Ind AS financial statements). Gross block and net block of above said properties are as under:

s. No.	particulars	Gross Block as on 31.03.2018 (Rs. in crore)	Net Block as on 31.03.2018 (Rs. in crore)
1	Office building at Central Metro Railway Building, 56, C.R. Avenue, Kolkata	3.46	1.43
2	Physical testing laboratory at 52 A&B, C.R. Avenue, Kolkata	1.24	0.50
3	Office building at DLF Cybercity, Bhubaneshwar	5.64	5.54
4	Wazirpur Northern Railway Colony, Delhi *	5.91	Nil

* The lease period was expired in the month of March-2015. The extension of lease has been sought from Northern Railway and the same is under consideration.

ii. In respect of inventory:

(a) The inventory has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. No discrepancy has been noticed on physical verification of inventory as compared to records.

iii. In respect of loans :-

The Company had granted unsecured loan to SAIL-RITES Bengal Wagon Industry Pvt. Ltd. (SRBWIPL), a joint venture company during 2016-17. Such loan is listed in the register maintained under Section 189 of the Act.

(a) In the opinion of Management the terms and conditions of such loans are not prejudicial to the company’s interest.

(b) The Company has granted a moratorium period of 30 Months, with respect to Principal and Interest, for loan granted to SAIL-RITES Bengal Wagon Industry Pvt. Ltd. (SRBWIPL).

(c) since the Company has granted a moratorium period of 30 Months, with respect to Principal and Interest, for loan granted to SAIL-RITES Bengal Wagon Industry Pvt. Ltd. (SRBWIPL), no amount was overdue for more than 90 days.

iv. In our opinion and according to the information and explanations given to us, Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investment, guarantees and security, and a loan of Rs.4.75 crores (including interest of Rs.1.06 crores) was given to REMCL a subsidiary company which has been squared off during the year, the said loan is exempted as company is engaged in providing services related to infrastructural activities as covered in Schedule-VI of Companies Act, 2013 and the same is confirmed by the management.

v. According to the information and explanations given to us, Company has not accepted any deposits in terms of directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

vi. Cost Records under section 148(1) of the Companies Act, 2013 are not required to be maintained by the Company.

vii. According to information and explanations given to us and on the basis of the examination of the records of the company:

(a) The Company has generally been regular in depositing the amount deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Value Added Tax, duty of customs, service Tax, GsT, cess and other material statutory dues, wherever applicable, during the year with the appropriate authorities. As explained to us, the company did not have any dues on account of employees’ state insurance and duty of excise.

(b) The company has no undisputed arrears of statutory dues outstanding as at 31st March 2018 for a period of more than six months from the date they become payable.

(c) The company has no statutory dues in respect of Income tax/Sales Tax/Service Tax/Custom Duty/ Excise Duty/Value Added Tax/GST outstanding as on 31st March, 2018, which have not been deposited with the appropriate authorities on account of any dispute except the followings:

Name of the statute	Nature of dues	Amount (in Rs.)	Period to which the amount relates	Forum where dispute is pending
APVAT	Arrears of Sales Tax	47,59,839	01.04.2014 to 30.11.2015	Commissioner of Commercial Tax, Hyderabad
West Bengal VAT	Demand of VAT	1,32,00,000	01.04.2015 to 30.06.2016	Jt. Commissioner of Commercial Tax, CAU-1, Beliaghat
Service Tax	service Tax on railway siding undertaken for DVC/NTPC under deposit work	82,27,850	01.09.2012 to 31.12.2016	CGsT (A)
Income Tax	Departmental Default in 27Q of Q4 for FY 2016-17	1,52,060	01.01.2017 to 31.03.2018	ACIT(TDs), Laxmi Nagar
Income Tax	Departmental Default in 27Q of Q4 for FY 2017-18	57,700	01.04.2018 to 30.06.2018	ACIT(TDs), Laxmi Nagar
Income Tax	interest on Late Deposit of TDS in Chennai	23,610	2008-09 to 2016-17	TDS CPC, Ghaziabad
EsIC Act	Esi Contribution	2,69,035*	2012-13 & 2013-14	ESIC- Appellate Authority

* Amount paid on 12^th July, 2018 in compliance with the directions given by appellate authority.

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year.

ix. The Company did not raise any money by way of initial offer or further public offer (including debt instruments) and term loans during the year. However consequent upon the decision of Government of India to disinvest 2.52 Crores Shares of the Company, Shares of the Company were listed on NSE and BSE on 2^nd July, 2018 and the proceeds have been realized by Government of India.

x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. In view of exemption given vide notification no. G.s.R. 463(E) dated 5^th June, 2015, issued by Ministry of Corporate Affairs, provisions of Section 197 read with Schedule V of the Act regarding managerial remuneration are not applicable to the Company.

xii. In our opinion and according to the information and explanations given to us, Company is not a Nidhi company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone ind As financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, Company has not entered into noncash transactions with directors or persons connected with him.

xvi. Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

ANNEXURES TO INDEPENDENT AUDITOR’S REPORTS

Annexure: II

Report on the Directions issued by the comptroller and Auditor general of India under Sub-section 5 of Section 143 of the companies Act, 2013 (“the Act”)

Referred to in our Independent Auditors’ Report on the Standalone Ind AS financial statements for the year ended 31^st March, 2018, we report that:

Based on the verification of Records of the Company and information and explanations given to us, we report that:

a) The title deeds/lease deeds of immovable properties are held in the name of the Company except 4 nos. of leasehold building where lease deeds are pending for execution (Refer para no. 2.59 of notes to accounts of the standalone Ind AS financial statements). Location and Area of above said properties are as under:

S. No.	Location	Area
1	Office building at Central Metro railway building, 56, C.R. Avenue, Kolkata	1200 sqm
2	Physical testing laboratory at 52 A&B, C.R. Avenue, Kolkata	314 sqm
3	Office building at DLF Cybercity, bhubaneshwar	1290.48 sqm
4	Wazirpur Northern railway Colony, delhi*	12075.84 sqm

* The lease period was expired in the month of March-2015. The extension of lease has been sought from Northern railway and the same is under consideration.

b) There are no cases of waiver/write off of debts, loans/ interest etc. other than Bad Debts of Rs.1.77 crore written off during the year, which have arisen on account of normal business practice.

c) Company has maintained adequate records in respect of inventories lying with third parties. No assets have been received by the Company as gift from Government or other authorities.

ANNEXURES TO INDEPENDENT AUDITOR’S REPORTS

Annexure: III

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

Referred to in our Independent Auditors’ Report on the Standalone Ind AS financial statements for the year ended 31^st March, 2018, we report that:

We have audited the internal financial controls over financial reporting of RITES Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the standalone 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 (‘ICAI’). 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 iCAl 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 standalone Ind AS 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 internal 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 31 March 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 Agiwal & Associates

Chartered Accountants

Firm’s registration number: 000181N

P. C. Agiwal

Place: New Delhi Partner

Date: 30 July, 2018 Membership number: 080475