Auditor Report of Transrail Lighting Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial
Statements of Transrail Lighting Limited (“the Company"),
which comprise the Balance Sheet as at March 31, 2025,
and the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and
notes to the financial statements, including a summary of
material accounting policy Information and other explanatory
information in which are incorporated the financials for the
year ended on that date audited by branch auditors of the
Company''s branches located at Afghanistan, Bangladesh,
Benin, Bhutan, Cameroon, Eswatini, Gambia, Ghana,
Italy Jordon, Kenya, Mali, Mozambique, Nicaragua, Niger,
Philippines, Suriname, Tanzania, Thailand, Togo and Uganda
(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 the audit reports of the other auditors
on financial information of branches referred to in Other
Matters section below, the aforesaid Standalone Financial
Statements give the information required by the Companies
Act, 2013 (“the Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015,

as amended, (“Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit (including other
comprehensive income), changes in equity and its cash flows
for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under
those standards are further described in the Auditor''s
Responsibilities for the audit of the Standalone Financial
Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
Standalone Financial Statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that
the audit evidence we have obtained and the audit evidence
obtained by the other auditors in terms of their reports
referred to in ''Other Matters'' section below is sufficient
and appropriate to provide a basis for our opinion on the
Standalone Financial Statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone Financial Statements of the current year
These matters were addressed in the context of our audit
of the Standalone Financial Statements as a whole and in
forming our opinion thereon, we do not provide a separate
opinion on these matters.

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

Sr.	Key Audit Matter	Auditors’ Response
No.
1 Contract Revenue Recognition
	The Company''s revenue is primarily from engineering,	Our procedures included, amongst others:
	procurement and construction (EPC) contracts. There are significant accounting judgements in estimating the revenue to be recognized on these contracts, including	•	Obtained and reviewed the percentage of completion calculations, including its mathematical accuracy.
	estimation of costs to complete them.	•	We read the contract documents and any variations
	The Company recognizes revenue under the percentage		therein to verify the contract value.
	completion method, based on the proportion of cost	•	We performed substantive tests to verify the cost
	incurred as at balance sheet date to the total estimated		incurred during the year, including cut off procedures.
	cost of each contract. The recognition of revenue		We also verified the bills raised on the basis of
	and thus the resulting profit/loss depends on the		inspection reports and work certified.
	estimates relating to forecasted revenue and estimated contract costs. The management exercises significant judgements in determining the probable expected	•	We performed analytical procedures, including project profitability analysis for revenue recognized.
	losses, based on the estimated total cost. The contract	•	We also assessed the adequacy of the related
	revenue may include variation and claims. These		disclosures in the notes to accounts in the Standalone
	estimates are periodically reviewed by the management.		Financial Statements.
2	Recoverability of Trade Receivables and Contract Assets	Our procedures included, amongst others:
	The balances of trade receivables and contract assets	•	Evaluated the design and implementation and
	are significant in the Standalone Financial Statement		operating effectiveness of controls over assessment
	as at March 31, 2025. The management exercises		of recoverability of receivables.
	judgement on the assumptions used for assessing and estimating the expected credit loss on the receivables.	•	We enquired with the management to understand the contractual terms, past recoveries and recoveries
	The assumptions are based on the project status, past		subsequent to the balance sheet date.
	conduct, disputes, credit risk and prevailing market conditions.	•	We assessed the information used by the management to estimate the expected credit loss considering the contractual terms, project status, credit risk of customers, past recoveries and subsequent recoveries, disputes and litigations with the customers.
		•	We also assessed the adequacy of the related disclosures in the notes to accounts in the Standalone Financial Statements.

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

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Board''s report but does not
include the Standalone Financial Statements and our
Independent Auditors'' Report thereon. Our opinion on the
Standalone Financial Statements does not cover the other
information and we do not and will not express any form of
assurance or conclusion thereon.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information
identified above 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.

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

RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act,
2013 (“the Act") with respect to the preparation of these
Standalone Financial Statements that give a true and fair
view of the financial position, financial performance, 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,
management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

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

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

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

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

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

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

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

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

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

We communicate with those charged with governance
regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

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

From the matters communicated with those charged with
governance we determine those matters that were of
most significance in the audit of the Standalone Financial
Statements of the current year and are therefore 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 out weigh the public interest
benefits of such communication.

OTHER MATTERS

1. We did not audit the financial statements / financial
information of 22 branches included in the Standalone
Financial Statements of the Company whose financial
statements / financial information reflect total assets
as at March 31,2025 of '' 1,047.98 crores, total revenues
of '' 1,019.26 crores and net cash flows of '' (8.20)
crores for the year ended on that date, as considered
in the Standalone Financial Statements. The financial
statements / financial information of these 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 these branches and our report in terms of
sub-section 3 of Section 143 of the Act, in so far as it
relates to the aforesaid branches is based solely on the
reports of such branch auditors.

2. All the above stated branches are located outside
India, the audited financials stated above have been
audited by other auditors under generally accepted
auditing standards applicable in their respective
countries. The Company''s management has converted
the financial statements of such branches located
outside India from accounting principles generally
accepted in their respective countries to accounting
principles generally accepted in India so as to make
these financial statements fit for consolidation. We have
audited these conversion adjustments made by the
Company''s management. Our audit report in so far as
it relates to the balances and affairs of such branches

located outside India is based on the reports of other
auditors and the conversion adjustments prepared by
the management of the Company and audited by us.

Our opinion on the Standalone Financial Statements
and our report on Other Legal and Regulatory
Requirements below is not modified in respect of these
matters with respect to our reliance on the work done
and the reports of the other auditors and the financial
information 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 attached Annexure
“A" a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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
except for the matter stated in paragraph 2(i)(vi)
below relating to reporting under rule 11(g) of
the Companies (Audit and Auditors) Rule 2014,
as amended. We have also received financial
statements and returns adequate for the purposes
of our audit from the branches of the Company not
visited by us as detailed in our paragraph on Other
Matters.

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.

e. On the basis of the written representations
received from the directors as on April 1, 2025
to April 3, 2025 taken on record by the Board of
Directors, none of the directors is disqualified

as on March 31, 2025 from being appointed as a
director in terms of Section 164 (2) of the Act.

f. With reference to maintenance of accounts and
other matter therewith, reference is invited to
paragraph 2(b) above on reporting under section
143(3)(b) and para 2(i)(vi) below relating to
reporting under rule 11(g) of the Companies (Audit
and Auditors) Rule 2014, as amended.

g. With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure B". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s
internal financial controls with reference to
Standalone Financial Statements.

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

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

i. The Company has disclosed the impact of
pending litigations on its financial position
in its Standalone Financial Statements -
Refer Note 48 to the Standalone Financial
Statements,

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

iii. There are no amounts that are 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 their knowledge and
belief other than as disclosed in the
notes to the accounts 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 or entities, including
foreign entities (“Intermediaries") with
the understanding whether recorded
in writing or otherwise, that the
intermediary shall, whether directly
or indirectly lend or invest in other
persons or entities 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, other than as disclosed in the
notes to the accounts, no funds have
been received by the Company from
any person or entities including foreign
entities (“Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries,

c. Based on such audit procedures
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 (iv)(a) and (iv)(b) above
contain any material misstatement.

v. The Company has declared and paid final
dividend for the year 2023-24 and is in
compliance with provisions of section 123 of
the Companies Act, 2013.

vi. Based on our examination of the feature of
audit trail in the accounting software which
included test checks, except for instances
mentioned below, the Company has used
accounting software for maintaining its books
of account, which have feature for recording
audit trail (edit log) facility and the same has

operated throughout the year for alt relevant
transactions recorded in the software.

a. The feature of recording audit trail (edit
log) facility was enabled on June 8, 2024
at the application layer of the accounting
software at some of the Company''s
branches which are not material.

b. The feature of recording audit trail
(edit log) facility was enabled on July 3,
2024 at the database level to log any
direct data changes for the accounting
software (SAP) used by the Company.
Attention is invited to Note 53 detailing
the direct access to tally data which
is in encrypted form at some of the
Company''s branches which are not
material.

Further, where the audit trail (edit log)
facility was enabled for the respective
software, during the course of our audit

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

Further, The audit trail has been retained
by the Company , as per the statutory
requirements for record retention
except that the audit trail for database
level changes is retained only from
July 3, 2024 and for the Company''s
branches at the application level from
June 8 , 2024.

For Nayan Parikh & Co.

Chartered Accountants
Firm Registration No.107023W

Aparna Gandhi

Partner
M. No. 049687
Mumbai, Dated: May 23, 2025
UDIN: 25049687BMKTEI2782