We have audited the accompanying standalone
financial statements of RAIL VIKAS NIGAM LIMITED,
(hereinafter referred to as "the Company"), which
comprise of the Standalone Balance Sheet as at
31 March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income),
the Standalone Statement of Changes in Equity
and the Standalone Statement of Cash Flows for
the year then ended, and notes to the standalone
financial statements, including a summary of
material 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
Indian Accounting Standards ("Ind AS") prescribed
under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules,
2015, as amended and accounting principles
generally accepted in India, of the state of affairs
of the Company as at 31 March 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 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 Auditors'
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 there
under, 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 on the standalone financial
statements.

Emphasis of Matter

We draw your attention to the following matters:

a. The Company usually receives advance
payment from Joint Venture Companies for
incurring expenditure on their projects.
However, in the case of one joint venture
company i.e. Krishnapatnam Railway
Company Limited (KRCL), the Company is
incurring project expenditure on a regular
basis, but nominal amount has been received
from KRCL during the year and the total
amount receivable from KRCL as on 31
March 2025 is Rs.1355.72 crore which includes
Rs. 889.95 crore on account of Interest on
delayed payment. The application of interest
has been changed from compound to simple
w.e.f 1^st October 2024, whereas KRCL
requested for application of simple interest
w.e.f. 01.04.2020 in lieu of compounding
interest. The matter is pending with the Board
of Directors of the Company and adjustment
if any will be recognized as and when the
matter is finalized. (refer note nos. 11.1, 11.6
& 46 to the standalone financial statements).

b. In view of the representation made by one
of the Joint Venture Company KRCL for
waiver of departmental charges and
pending decision by the Board of Directors
of the Holding Company, the claim for
departmental charges@ 5% of the
completion cost of the project has not been
raised on KRCL by the Company. Also during
the year the methodology of application of
interest has been changed from compound
to simple we.f. 1st October 2024 in case of
KRCL.(refer note no. 46 to the standalone
financial statements).

c. Balances of some of the Trade Receivables,
Other Assets, Trade and Other Payable
accounts are subject to confirmation/
reconciliation from the respective parties. The
management does not expect to have any
material differences affecting the financial
statements for the year ended 31March 2025
(refer note no. 52 to the standalone financial
statements).

Our opinion is not modified in respect of the
matters mentioned in the above paragraphs.

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, 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.

Information Other than the Standalone
Financial Statements and Auditors' Report
Thereon

The Company's Management and Board of
Directors are responsible for the other information.
The other information comprises the information
included in the Management Discussion and
Analysis, Director's Report including Annexures to
Director's Report, Business Responsibility Report,
Corporate Governance and Shareholder's
Information, but does not include the
consolidated financial statements, standalone
financial statements and our auditor's report
thereon. The annual report is expected to be made
available to us after the date of this auditor's
report.

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

When we read such other information as and
when made available to us and 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 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 Indian Accounting Standards (Ind AS)
prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards)
Rules, 2015 as amended. 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 management either
intends to liquidate the Company or to cease
operations, or has no realistic alternative but to
do so.

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

Auditors' 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 auditors' 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 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 system
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 and Board of Directors 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 material uncertainty exists, we
are required to draw attention in our
auditors' 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 misstatement that,
individually or in aggregate, makes it's probable
that the economic decisions of a reasonably
acknowledgeable user of the statement 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 statement.

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.

Other Matters

1. The standalone audited financial statements
for the year ended 31 March 2024 were
audited by the previous auditors and they
had expressed an unmodified opinion on
standalone audited financial statements vide
their report dated 17^th May 2024.

Our opinion is not modified in respect of the above
matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditors'
Report) Order, 2020 ("the Order"), issued by
the Central Government of India in terms of
Section 143(11) of the Act, and on the basis
of such checks of the books and records of
the Company as we considered appropriate
and according to the information and
explanation given to us, we give in
“Annexure A”, a statement on the matters
specified in paragraphs 3 and 4 of the said
Order, to the extent applicable.

2. As required by Comptroller and Auditor
General of India through directions/sub-
directions issued under Section 143(5) of the
Companies Act 2013, on the basis of written
representation received from the
management, we give our report on the
matter specified in the “Annexure -B”
attached.

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 Standalone Balance Sheet, the
Standalone Statement of Profit and Loss
(including the Other Comprehensive
Income), the Standalone Statement of
Changes in Equity and the Standalone
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) prescribed
under section 133 of the Act read with the
Companies (Indian Accounting Standards)
Rules, 2015 as amended;

(e) Pursuant to the Notification No. GSR 463(E)
dated 5th June 2015 issued by the Ministry of
Corporate Affairs, Government of India,
provisions of sub-section (2) of Section 164 of
the Act are not applicable to the Company,
being a Government Company;

(f) We are enclosing herewith a report in
“Annexure - C” for our opinion on adequacy
of internal financial controls system in place
in the Company and the operating
effectiveness of such controls;

(g) Pursuant to the Notification No. GSR 463(E)
dated 5th June 2015 issued by the Ministry of
Corporate Affairs, Government of India,
provisions of Section 197 of the Companies
Act, 2013, are not applicable to the
Company, being a Government Company;
and

(h) 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:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements - Refer Note 38 to the

standalone financial statements;

ii. The Company has made provision, as
required under the applicable law or
Indian Accounting Standards for
material foreseeable losses, if any, and
to the extent ascertained on long-term
contracts Refer Note no. 17 to the
Standalone Ind AS Financial Statements.
The Company did not have any
derivative contracts.

iii. There was no amount which was
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, 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 entities
("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, 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
performed 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) contain
any material misstatement.

v. 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
to the extent applicable.

b) As stated in Note 30 to the
accompanying standalone financial
statements, 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, to the
extent applicable

vi. Based on our examination which
included test checks, for the financial
year ended March 31, 2025, the
company has used an accounting
software for maintaining its books of
account which has a feature of
recording audit trail (edit log) facility
and the same has been 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. Additionally, the audit trail has
been preserved by the company as per
the statutory requirements for record
retention.

For Gandhi Minocha & Co.,
Chartered Accountants
Firm No.: 00458N

Place: New Delhi
Dated: 21 ^stMay 2025

Sd/-

Manoj Bhardwaj

(Partner)

Membership No.: 098606
UDIN:25098606BMHWKX2120