We have audited the accompanying Standalone Financial
Statements of RITES Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2025, the Statement of
Profit and Loss including Other Comprehensive Income,
the Statement of Changes in Equity and the Statement of
Cash Flows for the year then ended, notes to the Standalone
Financial Statements including a summary of the material
accounting policies and other explanatory information which
includes Twelve (12) joint operations (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 reports of other auditors on separate financial statements
and on the other information of the joint operations, 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
accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, the profit
including other comprehensive income, statement of 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 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 (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 thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that
the audit evidence we have obtained and by other auditors in
terms of their report referred to in “Other Matter” paragraph
below, is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to note no. 57(a) to the Standalone Financial
Statements wherein it is mentioned that the Financials
Statements of one of the Jointly controlled entities namely
Indian Railway Stations Development Corporation Limited
(IRSDC) have been prepared on liquidation basis and stating
that the company does not perceive any impairment at present
in the value of investments held by the company in IRSDC.

We draw your attention to Note No. 57(p) to the Standalone
Financial Statements wherein it is mentioned that one of the
Associate entities MMG- Metro Management Group Limited,
is under the process of voluntary dissolution and stating that
the company has already impaired the value of investment in
MMG-Metro Management Group Limited.

Our opinion is not modified in respect of above matter.

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, 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.

Information other than the Standalone Financial
Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Annual Report, but
does not include the Standalone Financial Statements and
our auditor's report thereon. The Annual Report is expected
to be made available to us after the date of our audit report.

Our opinion on the Standalone Financial Statements does not
cover the other information and we will 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 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.

When we read the Annual Report, 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 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, 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 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, 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 the Board of Directors 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 judgement 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 risk, 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 controls 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 auditor's
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.

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 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 outweigh the public interest
benefits of such communication.

Other Matters

(i) The Standalone Financial Statements include company’s
share of total assets of H 23.08 crores as at March 31,
2025 and company’s share of total revenue of H 154.01
crores and share of net profit/(loss) after tax of H (0.55)
crores for the year ended March 31, 2025, in respect of
Nine (9) Joint Operations, whose financial statements
have not been audited by us. These financial statements
have been audited by other auditors whose reports
have been furnished to us by the management and our
opinion on the Standalone Financial Statements, in so
far as it relates to the amounts and disclosures included
in respect of these joint operations, are based solely on
the reports of such other auditors.

(ii) The Standalone Financial Statements include company’s
share of total assets of H 7.15 crores as at March 31,
2025 and company’s share of total revenue of H 7.87
crores and share of net profit/(loss) after tax of H (0.01)
crores for the year ended March 31, 2025, in respect of
Three (03) Joint Operations. These financial statements
have not been audited and have been certified by
management and our opinion on the Standalone Financial
Statements, in so far as it relates to the amounts and
disclosures included in respect of these joint operations
are based on unaudited financial statements certified by
the management.

Our opinion on the Standalone Financial Statements is
not modified in respect of above matters with respect to
our reliance on the work done by and the reports of the
other auditors and the financial statements 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 “Annexure I” a
statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

2. In terms of sub section (5) of section 143 of the Act, we
give in the “Annexure II” a statement on the directions
issued under the aforesaid section by the Comptroller
and Auditor General of India.

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 Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, 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) I n our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards (Ind AS) specified under Section 133
of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;

(e) In view of exemption given vide notification no.
G.S.R. 463(E) dated 5^th June, 2015, issued by
Ministry of Corporate Affairs, provisions of Section
164(2) of the Act regarding disqualifications of
Directors, are not applicable to the Company;

(f) With respect to the adequacy of the internal
financial controls with reference to the Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure IN”;

(g) 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
47(b)(i) to the Standalone Financial Statements;

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

iii. There were no amounts which were 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
as disclosed in note no 57(m) to the
Standalone Financial Statements, 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 entity (“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,
as disclosed in note no 57(n) to the
Standalone Financial Statements, 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 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.

v. As stated in notes no. 21 and 54(a) to the
Standalone Financial Statements

(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, as applicable.

(b) The interim dividends declared and paid
by the Company during the year and until
the date of this report are in accordance
with Section 123 of the Act, as applicable.

(c) 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, as applicable.

vi. In our opinion and to the best of our information
and according to the explanations given to us,
provisions of Section 197 of the Act are not
applicable to the Company with respect to the
managerial remuneration paid/provided during
the year ended March 31, 2025.

vii. Based on our examination, which included test
checks, the Company has used accounting
software systems for maintaining its books of
account for the financial year ended March
31, 2025 which have the feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software systems.
Further, during the course of our audit we did
not come across any instance of the audit trail
feature being tampered with and the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

For Pawan Puri and Associates

Chartered Accountants
Firm’s Registration No: 005950N

CA. Ashish Anand

Partner

Membership No: 532897
UDIN: 25532897BMJFGH5408

Place: Gurugram
Date: May 14, 2025