We have audited the Standalone Ind AS Financial Statements ofIndian Railway Finance Corporation Limited (“the Company”),which comprise the Balance Sheet as at 31st March, 2025 andthe Statement of Profit and Loss (including Other ComprehensiveIncome), Statement of Changes in Equity, and the Statement of CashFlows for the year then ended, and Notes to the Standalone Ind ASFinancial Statements, including a summary of material accountingpolicies and other explanatory information (hereinafter referred toas “Standalone Ind AS Financial Statements”) .
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalone IndAS financial statements give the information required by theCompanies Act, 2013 (“the Act”) in the manner so required and givea true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company asat 31st March, 2025 and the profit and total comprehensive income,changes in equity and its cash flows for 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 are furtherdescribed in the Auditor's Responsibilities for the Audit of the
standalone Ind AS financial statements section of our report.We are independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our auditof the standalone Ind AS financial statements under the provisionsof the Companies Act, 2013 and the Rules there-under, and wehave fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
We draw attention to Note- 33 of the standalone Ind AS financialstatements where company has disclosed about recognition oflease receivable for Project EBR IF 2019-20 w.e.f. 24th March, 2025and execution of lease agreement for same is under process on thereporting date.
Our opinion is not modified in respect of matter stated above.
Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of the standaloneInd AS financial statements of the current period. These matterswere addressed in the context of our audit of the standalone Ind ASfinancial statements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key auditmatters to be communicated in our report.
Key Audit Matters
Auditor’s Response
Lease Income and Lease Receivables
The primary business of company involves financial leasing of rollingstock assets, railway infrastructure assets and national projects.The company borrows funds from financial market and finances theacquisition/creation of railway assets and then lease out the sameto Ministry of Railways (MoR) as finance lease. The lease period istypically for 30 years, comprising a primary period of 15 years followedby a secondary period of 15 years. As part of the lease, recovery ofthe principal component and interest is effected during the primarylease period and at the end of the lease period, assets are transferredto the MoR at a nominal price. The company adopts cost plus leasearrangement which ensures a net interest margin for company.
Principal audit procedures performed included the following:
• We have obtained an understanding of the processes andcontrols for finalization of lease terms and conditions andformulation of lease agreement.
• We have examined the lease agreement for determinationof identifiable assets, lease term, internal rate of return,moratorium periods etc.
• We have verified the measurement and recognition of leaserentals into lease income and lease receivables in the statementof profit and loss and Balance Sheet.
We have identified assessment of lease income as a key audit matterbecause income from leased asset contributes a significant portion tothe total income of the company.
• We have reviewed the measurement and recognition of variousother expenses related to borrowed funds recovered/paidfrom/to MoR and adjusted with the lease income.
• We have reviewed the adequacy of disclosures withrespect to lease income and lease receivable assets in thefinancial statements.
Our audit procedure did not identify any significant material exception.
The Company's Board of Directors are responsible for the otherinformation. The other information comprises the Directors' report,Corporate Governance report, Business responsibility report andManagement Discussion and Analysis etc. in the Annual report butdoes not include the standalone Ind AS financial statements andour report thereon. Such other information is expected to be madeavailable to us after the date of this Auditor's Report.
Our opinion on the standalone Ind AS financial statements doesnot cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone Ind AS financialstatements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, considerwhether the other information is materially inconsistent with thestandalone Ind AS financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that thereis a material misstatement therein, we are required to communicatethe matter to those charged with governance.
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of thesestandalone Ind AS financial statements that give a true and fair viewof the financial position, financial performance, total comprehensiveincome, changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including theIndian accounting standards (Ind AS) specified under section 133 of theAct read with relevant rules, as amended.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone Ind AS financial statement thatgive a true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone Ind AS financial statements, managementis responsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance about whetherthe standalone Ind AS financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issuean Auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or in the aggregate,they could reasonably be expected to influence the economicdecisions of users taken on the basis of these Standalone Ind ASFinancial Statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout theaudit. We also:
• Identify and assess the risks of material misstatement of thestandalone Ind AS financial statements, whether due to fraudor error, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3) (i) of the CompaniesAct, 2013, we are also responsible for expressing our opinionon whether the company has adequate internal financialcontrols system in place and the operating effectivenessof such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubton the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are requiredto draw attention in our Auditor's report to the relateddisclosures in the standalone Ind AS financial statements or,if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up tothe date of our Auditor's report. However, future events orconditions may cause the Company to cease to continue asa going concern.
• Evaluate the overall presentation, structure and content ofthe standalone Ind AS financial statements, including thedisclosures, and whether the standalone Ind AS financialstatements represent the underlying transactions and eventsin a manner that achieves fair presentation.
Materiality is the magnitude of misstatement in the standalone IndAS financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonable knowledgeableuser of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) Planning thescope of our audit work and in evaluating the results of our work:and (ii) to evaluate the effect of any identified misstatements in thefinancial statements.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficienciesin internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the key audit
matters. We describe these matters in our Auditor's report unlesslaw or regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor's Report) Order, 2020(“the Order”) issued by the Central Government of Indiain terms of Section 143(11) of the Act, and on the basis ofsuch checks of the books and records of the Company aswe considered appropriate and according to the informationand explanations given to us, we give in "Annexure - A” astatement on the matters specified in paragraphs 3 and 4 ofthe said Order, to the extent applicable.
2. On the basis of information and explanations given to us bythe company we are enclosing our report in "Annexure - B”on the directions/ sub-directions issued by Comptroller andAuditor General of India in terms of Section 143(5) of the Act.
3. As required by Section 143(3) of the Act, we report that:
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 required bylaw have been kept by the Company so far as it appearsfrom our examination of those books;
c) The Balance Sheet, the Statement of Profit and Lossincluding other comprehensive income, the statementof changes in equity and the statement of cash flowsdealt with by this Report are in agreement with thebooks of account;
d) In our opinion, the aforesaid financial statements complywith the Indian Accounting Standards specified underSection 133 of the Act read with relevant rules.
e) In terms of Notification no. G.S.R. 463 (E) dated 05thJune, 2015 issued by the Ministry of Corporate Affairs,provisions of Section 164(2) of the Act regardingdisqualifications of the Directors are not applicable, as itis a Government Company.
f) 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 as referred in "Annexure - C”of Audit Report.
g) Pursuant to Notification no. G.S.R. 463 (E) dated5th June, 2015 issued by the Ministry of Corporate
Affairs, provisions of section 197 of the Act regardingmanagerial remuneration are not applicable, as it is aGovernment Company.
h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014 as amended,in our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its financialstatements - Refer Disclosure Note 34 to thestandalone Ind AS financial statements;
ii. The Company has made provision, as requiredunder the applicable law or accounting standards,for material foreseeable losses, if any, on long-termcontracts including derivative contracts;
iii. There has been no delay in transferring amounts,required to be transferred, to the InvestorEducation and Protection Fund by the Company-Refer Disclosure Note 47(b) to the standalone IndAS financial statements;
iv. a) The Company has represented that, to the
best of it's knowledge and belief, other thanas disclosed in the notes to the accounts,no funds have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the company to or inany other person(s) or entity(ies), includingforeign entities (“Intermediaries”), with theunderstanding, whether recorded in writingor otherwise, that the Intermediary shall,whether, directly or indirectly lend or investin other persons or entities identified in anymanner whatsoever by or on behalf of thecompany (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalf ofthe Ultimate Beneficiaries;
b) The Company has represented, that, to thebest of it's knowledge and belief, other thanas disclosed in the notes to the accounts, nofunds have been received by the companyfrom any person(s) or entity(ies), includingforeign entities (“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 FundingParty (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries;
c) Based on such audit procedures that we haveconsidered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that therepresentations under sub-clause (a) and (b)contain any material mis-statement.
v. Regarding dividend declared or paid by thecompany during the year;
a) The final dividend proposed in the previousyear, declared and paid by the Companyduring the year is compliance with Section123 of the Act, as applicable.
b) The interim dividend declared and paid bythe Company during the year is in compliancewith Section 123 of the Act.
vi. Based on our examination, which includes testchecks, the company has used accounting softwareTally ERP for maintaining its books of account forthe financial year ended 31st March 2025 whichhas a feature of recording audit trail (edit log)facility. The audit trail facility has been operatingthroughout the year for all transactions recorded inthe software. During the course of our audit we didnot come across any instance of audit trail featurebeing tampered with. Further the same has beenpreserved as per the statutory requirements.
For O P Totla & Co.
Chartered Accountants
FRN : 000734C
CA. Naveen Kumar Somani
Partner
M. No. : 429100
UDIN : 25429100BMKSQE6003
Place : New Delhi
Date : 28th April, 2025