| 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 and
 the Statement of Profit and Loss (including Other Comprehensive
 Income), Statement of Changes in Equity, and the Statement of Cash
 Flows for the year then ended, and Notes to the Standalone Ind AS
 Financial Statements, including a summary of material accounting
 policies and other explanatory information (hereinafter referred to
 as “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 Ind
 AS 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 31st March, 2025 and the profit and total comprehensive income,
 changes in equity and its cash flows for the year ended on that date.
 
 Basis for OpinionWe conducted our Audit in accordance with the Standards onAuditing (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 Ind AS 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 Ind AS financial statements under the provisions
 of the Companies Act, 2013 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.
 Emphasis of MatterWe draw attention to Note- 33 of the standalone Ind AS financialstatements where company has disclosed about recognition of
 lease receivable for Project EBR IF 2019-20 w.e.f. 24th March, 2025
 and execution of lease agreement for same is under process on the
 reporting date.
 Our opinion is not modified in respect of matter stated above. Key Audit MattersKey audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of the standalone
 Ind AS financial statements of the current period. These matters
 were addressed in the context of our audit of the standalone Ind AS
 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.
 
| 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 the
 acquisition/creation of railway assets and then lease out the same
 to Ministry of Railways (MoR) as finance lease. The lease period is
 typically for 30 years, comprising a primary period of 15 years followed
 by a secondary period of 15 years. As part of the lease, recovery of
 the principal component and interest is effected during the primary
 lease period and at the end of the lease period, assets are transferred
 to the MoR at a nominal price. The company adopts cost plus lease
 arrangement 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 and
 formulation 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 statement
 of profit and loss and Balance Sheet.
 |    
| Key Audit Matters | Auditor’s Response |  
| We have identified assessment of lease income as a key audit matterbecause income from leased asset contributes a significant portion to
 the total income of the company.
 | •    We have reviewed the measurement and recognition of variousother expenses related to borrowed funds recovered/paid
 from/to MoR and adjusted with the lease income.
 •    We have reviewed the adequacy of disclosures withrespect to lease income and lease receivable assets in the
 financial statements.
 Our audit procedure did not identify any significant material exception. |  
 Information Other than the Standalone Ind AS FinancialStatements and Auditor’s Report thereon
The Company's Board of Directors are responsible for the otherinformation. The other information comprises the Directors' report,
 Corporate Governance report, Business responsibility report and
 Management Discussion and Analysis etc. in the Annual report but
 does not include the standalone Ind AS financial statements and
 our report thereon. Such other information is expected to be made
 available 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 of
 assurance conclusion thereon.
 In connection with our audit of the standalone Ind AS financialstatements, 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 Ind AS 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 thereis a material misstatement therein, we are required to communicate
 the matter to those charged with governance.
 Responsibilities of Management and Those Chargedwith Governance for the Standalone Ind AS Financial
 Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these
 standalone Ind AS financial statements that give a true and fair view
 of the financial position, financial performance, total 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) specified under section 133 of the
 Act read with relevant rules, as amended.
 This responsibility also includes maintenance of adequateaccounting 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 wereoperating effectively for ensuring the accuracy and completeness
 of the accounting records, relevant to the preparation and
 presentation of the standalone Ind AS 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 Ind AS financial statements, managementis 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 also responsible for overseeing theCompany's financial reporting process.
 Auditor’s Responsibilities for the Audit of the StandaloneInd AS Financial Statements
Our objectives are to obtain reasonable assurance about whetherthe standalone Ind AS 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 Ind AS
 Financial Statements.
 As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout the
 audit. We also:
 • Identify and assess the risks of material misstatement of thestandalone Ind AS 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 theaudit in order to design audit procedures that are appropriate
 in the circumstances. Under section 143(3) (i) of the Companies
 Act, 2013, 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 usedand the reasonableness of accounting estimates and related
 disclosures made by management.
 •    Conclude on the appropriateness of management's use of thegoing 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 Ind AS 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 ofthe standalone Ind AS financial statements, including the
 disclosures, and whether the standalone Ind AS financial
 statements represent the underlying transactions and events
 in a manner that achieves fair presentation.
 Materiality is the magnitude of misstatement in the standalone IndAS financial statements that, individually or in aggregate, makes it
 probable that the economic decisions of a reasonable knowledgeable
 user of the financial statements 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
 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 statementthat 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 withgovernance, we determine those matters that were of most
 significance in the audit of the standalone Ind AS financial
 statements 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 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 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 explanations 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.    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 and
 Auditor 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 and
 belief 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 appears
 from our examination of those books;
 c)    The Balance Sheet, the Statement of Profit and Lossincluding 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 financial statements complywith the Indian Accounting Standards specified under
 Section 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 regarding
 disqualifications of the Directors are not applicable, as it
 is a Government Company.
 f)    With respect to the adequacy of the internal financialcontrols over financial reporting of the Company and
 the operating effectiveness of such controls, refer
 to 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 a
 Government Company.
 h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of the
 Companies (Audit and Auditors) Rules, 2014 as amended,
 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 pendinglitigations on its financial position in its financial
 statements - Refer Disclosure Note 34 to the
 standalone 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-term
 contracts including derivative contracts;
 iii.    There has been no delay in transferring amounts,required to be transferred, to the Investor
 Education and Protection Fund by the Company-
 Refer Disclosure Note 47(b) to the standalone Ind
 AS 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 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,
 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;
 b) The Company has represented, that, to thebest of it's knowledge and belief, other than
 as disclosed in the notes to the accounts, 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, whether,
 
directly or indirectly, lend or invest in otherpersons 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 such audit procedures that we haveconsidered reasonable and appropriate in
 the circumstances, nothing has come to our
 notice that has caused us to believe that the
 representations 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 Company
 during the year is compliance with Section
 123 of the Act, as applicable.
 b)    The interim dividend declared and paid bythe Company during the year is in compliance
 with Section 123 of the Act.
 vi.    Based on our examination, which includes testchecks, the company has used accounting software
 Tally ERP for maintaining its books of account for
 the financial year ended 31st March 2025 which
 has a feature of recording audit trail (edit log)
 facility. The audit trail facility has been operating
 throughout the year for all transactions recorded in
 the software. During the course of our audit we did
 not come across any instance of audit trail feature
 being tampered with. Further the same has been
 preserved 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 
  
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