We have audited the standalone financial statements of Oriental Rail Infrastructure Limited (“the Company”),
which comprise the Balance Sheet as at March 31st, 2026, the Statement of Profit and Loss (including other
comprehensive income), Statement of Changes in Equity and Cash Flow statement for the year then ended on
31st March 2026 and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (the “Act”) in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31st, 2026 and its profit, total comprehensive income, changes in equity and its cash flows for the
year ended on that date.

Basis for Opinion

We conducted our audit 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 is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

1. Conversion of convertible warrants into equity shares

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.

Other information

The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s annual report, but does not include the
standalone financial statements and our auditors’ report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the 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 financial statement 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.

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 judgment and maintain professional
skepticism throughout the audit. We also:

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

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls 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 auditors' report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone

Financial Statements may be influenced. We consider quantitative materiality and qualitative factors (i) in
planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of
any identified misstatements in the Standalone Financial Statements.

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. A. As required by Section 143(3) of the Act, we further report that:

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books, except for certain matters in respect of audit trail as stated in the
paragraph 2B(f) below.

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement
of Changes in Equity and the Statement of Cash 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 applicable Ind AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on 31st March, 2026, taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2026, from being appointed
as a director in terms of Section 164(2) of the Act.

f. The modifications relating to the maintenance of accounts and other matters connected therewith in respect
of audit trail are as stated in the paragraph 2A(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 and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’. Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls
over financial reporting.

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

(a) The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements, if any, refer note 29 to the financial statements;

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

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education 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 the aggregate) have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(iii) 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.

(e) The Company has paid dividend during the year in accordance with section 123 of the Act.

(f) Based on our examination which included test checks and in accordance with requirements of the
Implementation Guide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014, except for the instances mentioned below, the Company has used accounting softwares for
maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the respective softwares:

(i) The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct
data changes for the accounting softwares used for maintaining the books of account relating to payroll, order
process, general ledger and certain non- editable fields/tables of the accounting software used for maintaining
general ledger.

Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the
respective accounting software, we did not come across any instance of the audit trail feature being tampered
with.

2.C. With respect to the matter to be included in the Auditors’ Report in accordance with the requirements of
section 197(16), as amended;

In our opinion and according to the information and explanations given to us, The Company has not paid or
provided for any managerial remuneration during the year. Accordingly, reporting under Section 197(16) of
the Act is not applicable.

For Anil Bansal & Associates Firm registration number: 100421W

Anil Bansal Partner Membership no.: 043918 UDIN: 26043918HKDBLR6845 Place: Mumbai Date: 27th May,
2026