We have audited the standalone financial statements of OrientalRail Infrastructure Limited ("the Company"), which comprise theBalance Sheet as at March 31st, 2025, the Statement of Profitand Loss (including other comprehensive income ), Statementof Changes in Equity and Cash Flow statement for the yearthen ended and a summary of significant accounting policiesand other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013 (the "Act") in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of theAct read with the Companies (Indian Accounting Standards)Rules, 2015, as amended, ("Ind AS") and other accountingprinciples generally accepted in India, of the state of affairsof the Company as at March 31st, 2025 and its profit, totalcomprehensive income, changes in equity and its cash flowsfor the year ended on that date.
We conducted our audit in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the CompaniesAct, 2013. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for theAudit of the standalone financial statements section of ourreport. We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financialstatements under the provisions of the Companies Act, 2013and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basisfor our opinion.
Refer note no. 32 to the financial statements relating to duesto micro, small and medium enterprises as defined under the
MSMED Act, 2006, on the basis of certificate received fromvendors, the company has informed under the MSMED Act,2006. Further, the company has not made interest provisionon late payment to creditors, due to the negotiation on theaccepted date and materials issues, under the said act as perthe applicable provisions of the law in respect to the extent ofsuch parties have been identified on the basis of informationcollected by the Management.
Our opinion is not qualified in respect of above matter.
Key audit matters are those matters that, in ourprofessional judgment, were of most significance in our auditof the standalone financial statements of the current period.These matters were addressed in the context of our audit ofthe standalone financial statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinionon these matters.
We have determined that there are no key audit matters tocommunicate in our report.
The Company's management and Board of Directors areresponsible for the other information. The other informationcomprises the information included in the Company'sannual report, but does not include the standalone financialstatements and our auditors' report thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other informationis materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to bematerially misstated. If, based on the work we have performed,we conclude that there is a material misstatement of thisother information, we are required to report that fact. We havenothing to report in this regard.
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act, 2013 ("the Act")with respect to the preparation of these financial statementsthat give a true and fair view of the financial position,financial performance, (changes in equity) and cash flows ofthe Company in accordance with the accounting principlesgenerally accepted in India, including the accounting Standardsspecified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application ofappropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the Standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable,matters related to going concern and using the goingconcern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
Those Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a whole arefree 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 isnot a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticism
throughout the audit. We also:
Ý Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or theoverride of internal control.
Ý Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i)of the Act, we are also responsible for expressing ouropinion on whether the company has adequate internalfinancial controls with reference to standalone financialstatements in place and the operating effectivenessof such controls.
Ý Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
Ý Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may castsignificant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditors'report. However, future events or conditions may causethe Company to cease to continue as a going concern.
Ý Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, and whereapplicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditors' report unless lawor regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits ofsuch communication.
1. As required by the Companies (Auditor's Report) Order,2020 ("the Order") issued by the Central Government ofIndia in terms of sub-section (11) of section 143 of theAct,we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extentapplicable.
2A. As required by Section 143(3) of the Act, we further reportthat:
a. We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purpose of our audit.
b. In our opinion, proper books of account as requiredby law have been kept by the Company so far asappears from our examination of those books, exceptfor certain matters in respect of audit trail as statedin the paragraph 2B(f) below.
c. The Balance Sheet, the Statement of Profit andLoss (including other comprehensive income), theStatement of Changes in Equity and the Statement ofCash Flows dealt with by this report are in agreementwith the books of account.
d. Except for the matter described in the Basis ofEmphasis on Matters paragraph, In our opinion, theaforesaid financial statements comply with applicableInd AS specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations receivedfrom the directors as on 31st March, 2025, takenon record by the Board of Directors, none of thedirectors is disqualified as on 31st March, 2025, frombeing appointed as a director in terms of Section164(2) of the Act.
f. The modifications relating to the maintenance ofaccounts and other matters connected therewith inrespect of audit trail are as stated in the paragraph2A(b) above on reporting under Section 143(3)(b)of the Act and paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
g. With respect to the adequacy of the internal financialcontrols over financial reporting of the Company andthe operating effectiveness of such controls, referto our separate Report in 'Annexure B'. Our reportexpresses an unmodified opinion on the adequacyand operating effectiveness of the Company'sinternal financial controls over financial reporting.
2B. with respect to the other matters to be included inthe Auditors' Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014, in our opinionand to the best of our information and according to theexplanations given to us:
a. The Company has disclosed the impact ofpending litigations on its financial position in itsfinancial statements, if any, refer note 29 to thefinancial statements;
b. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses.
c. There has been no delay in transferring amounts,required to be transferred, to the InvestorEducation and Protection Fund by the Company.
d. (i) The Management has represented that, to
the best of its knowledge and belief, no funds(which are material either individually or in theaggregate) have been advanced or loaned orinvested (either from borrowed funds or sharepremium or any other sources or kind of funds)by the Company to or in any other person orentity, including foreign entity ("Intermediaries"),with the understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lend orinvest in other persons or entities identified inany manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provideany guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.
(ii) The Management has represented, that, tothe best of its knowledge and belief, no funds(which are material either individually or inthe aggregate) have been received by theCompany from any person or entity, includingforeign entity ("Funding Parties"), with theunderstanding, whether recorded in writing orotherwise, that the Company shall, whether,directly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries;
(iii) Based on the audit procedures that have beenconsidered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that therepresentations under sub-clause (i) and (ii) ofRule 11(e), as provided under (a) and (b) above,contain any material misstatement.
e. The Company has paid dividend during the year inaccordance with section 123 of the Act.
f. Based on our examination which included testchecks and in accordance with requirements ofthe Implementation Guide on Reporting on AuditTrail under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014, except for the instancesmentioned below, the Company has used accountingsoftwares for maintaining its books of account,which have a feature of recording audit trail (editlog) facility and the same has operated throughoutthe year for all relevant transactions recorded in therespective softwares:
(i) The feature of recording audit trail (edit log)facility was not enabled at the database level tolog any direct data changes for the accountingsoftwares used for maintaining the books of
account relating to payroll, order process,general ledger and certain non-editablefields/tables of the accounting software usedfor maintaining general ledger.
Further, for the periods where audit trail (edit log)facility was enabled and operated throughout theyear for the respective accounting software, wedid not come across any instance of the audit trailfeature being tampered with.
2C. With respect to the matter to be included in the Auditors'Report in accordance with the requirements of section197(16), as amended;
In our opinion and according to the information andexplanations given to us, The Company has not paid orprovided for any managerial remuneration during the year.Accordingly, reporting under Section 197(16) of the Act isnot applicable.
For Anil Bansal & Associates
Chartered AccountantsFirm registration number: 100421W
Anil Bansal
Partner
Place: Mumbai Membership No.: 043918
Date: 27th May, 2025 UDIN: 25043918BMJOOC5641