1. We have audited the accompanying standalone
financial statements of TEXMACO RAIL &
ENGINEERING LIMITED ("the Company"), which
comprise the Balance Sheet as at 31st March 2025, the
Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flows,
the Statement of Changes in Equity and notes to the
financial statements for the year then ended on that
date including a summary of material accounting
policies and other explanatory information (herein
after referred to as "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 accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit (including
Other Comprehensive Loss), changes in equity and its
cash flows for the year ended on that date.
Basis for Opinion
2. We conducted our audit 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 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 Act 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
3. 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
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Key Audit Matter
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Procedures Performed
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Revenue Recognition for long term projects
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Our audit procedures included the following:
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The Company's significant portion of business is undertaken
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We evaluated the Company's accounting policies
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through long term engineering, procurement and construction
contracts. Revenue from these contracts is recognized over a
period of time in accordance with the requirements of Ind AS 115,
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pertaining to revenue recognition and assessed
compliance with the policies in terms of Ind AS 115
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Revenue from Contracts with Customers. Due to the nature of the
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- Revenue from Contracts with Customers.
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contracts, revenue recognition involves usage of percentage of
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We identified and tested controls related to revenue
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completion method which is determined based on proportion of
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recognition and our audit procedure focused on
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contract costs incurred to date compared to estimated total
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determination of progress of completion, recording of
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contract costs, which involves significant judgments,
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costs incurred and estimation of costs to complete the
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identification of contractual obligations and the Company's
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remaining contract obligations through inspection of
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rights to receive payments for performance completed till date,
changes in scope and consequential revised contract price and
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evidence of performance of these controls.
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recognition of the liability for loss making contracts/ onerous
obligations. Accuracy of revenues and onerous obligations,
profits may deviate significantly on account of change in
judgements and estimates.
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We tested on a sample basis, and inspected the
underlying customer contracts, performed retrospective
review of costs incurred with estimated costs to identify
significant variations and assessed whether those
variations were considered in estimating the remaining
costs to complete and consequential determination of
stage of completion, which formed the basis of revenue
recognition under the input method. We reviewed the
management's evaluation process to recognize revenue
over a period of time, the status of completion for projects
and total cost estimates. We analysed the forecast of sample
contracts arising from contract modifications and current
ongoing negotiations and settlements that may impair the
profitability of such contracts as well as the collectability of
such contracts by reference to the recent credit review
assessment of the customer prepared by management.
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We inspected contracts with exceptions including
contracts with low or negative margins, loss making
contracts, contracts with significant changes in planned
cost estimates, probable penalties due to delay in contract
execution and significant overdue net receivable positions
for contracts with marginal or no movement to determine
the level of provisioning required.
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We assessed that the contractual positions and revenue for the
year were presented and disclosed in the financial statements.
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Contingent Liabilities
The Company operates in a complex tax environment and is
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Principal Audit Procedures
In assessing the exposure of the Company for the tax litigations,
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we
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have performed the following procedures:
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required to discharge direct and indirect tax obligations under
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various legislations such as Income Tax Act, 1961, the Finance Act,
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Obtained an understanding of the process laid down by the
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1994, Goods and Services Tax Acts and VAT Acts ofvarious states.
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management for performing their assessment taking into
consideration past legal precedents, changes in laws and
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The tax authorities under these legislations have raised certain
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regulations, expert opinions obtained from external tax /
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tax demands on the Company in respect of the past periods. The
Company has disputed such demands and has appealed against
them at appropriate forums. As at March 31,2025 the Company
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legal experts (as applicable);
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Key Audit Matter
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Procedures Performed
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has an amount of '18,227.59 Lakhs involved in various pending
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Assessed the processes and entity level controls
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tax litigations.
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established by the Company to ensure completeness of
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Ind AS 37 requires the Company to perform an assessment of the
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information with respect to tax litigations;
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probability of economic outflow on account of such disputed tax
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Along with our tax experts, we undertook the following
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matters and determine whether any particular obligation needs
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procedures:
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to be recorded as a provision in the books of account or to be
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Reading communications with relevant tax authorities
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disclosed as a contingent liability. Considering the significant
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including notices, demands, orders, etc., relevant to the
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degree of judgement applied by the management in making
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ending litigations, as made available to us by the
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such assessments and the resultant impact on the financial
statements, we have considered it to be an area of significance for
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management;
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our audit.
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Testing the accuracy of disputed amounts from the
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underlying communications received from tax authorities
and responses filed by the Company;
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Considered the submissions made to appellate authorities
and expert opinions obtained by the Company from
external tax / legal experts (wherever applicable) which
form the basis for management's assessment;
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Assessed the positions taken by the management in the
light of the aforesaid information and based on the
examination of the matters by our tax experts.
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Read the disclosures included in the financial statements in
accordance with Ind AS 37.
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Other Information
4. The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis; Board's Report including Annexures to Board
Report, Business Responsibility Report, Corporate
Governance and Shareholders' Information but does not
include the standalone financial statements and our
auditor's report thereon. The aforesaid documents are
expected to be made available to us after the date of this
auditor's report.
5. Our opinion on the standalone financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
6. In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information 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.
7. When we read the aforesaid documents, if we conclude
that there is a material misstatement therein, we are
required to communicate the matters to those charged
with governance.
Management's Responsibility for the Standalone Financial
Statements
8. 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.
9. In preparing the 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.
10. The Board of Directors are also responsible for overseeing
the company's financial reporting process.
Auditor's Responsibility for the Audit of the Financial
Statements
11. Our objectives are to obtain reasonable assurance about
whether the 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
financial statements.
12. 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 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.
• Obtained 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 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
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 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 financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation.
13. 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.
14. 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.
15. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the 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 matters or when 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.
16. 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 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.
Report on Other Legal and Regulatory Requirements
17. 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.
18. 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 loss) and the Cash Flow
Statement, Statement of Changes in Equity 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 Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from
the directors as on 31st March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as on
31st March, 2025 from being appointed as a director in terms
of Section 164 (2) of the Act;
(f) 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".
(g) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:
According to the information and explanations given to us
and the records of the company examined by us, the total
managerial remuneration paid as reflected in the financial
statements for the year ended 31st March 2025 is in
accordance with the requisite approvals mandated by the
provisions of section 197 read with Schedule V to the Act, as
applicable.
(h) 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:
a. The Company has disclosed the impact of pending
litigations on its financial position in its financial
statements - Refer Note 1.36 of the standalone
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 (i) and (ii) above,
contain any material misstatement.
e. (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 Company has neither declared nor paid any
interim dividend during the year.
(c) The Board of Directors of the Company have
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.
f. Based on our examination which included test checks, the
company has used accounting software 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 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 L. B. Jha & Co.
Chartered Accountants
Firm Registration No: 301088E
(Ranjan Singh)
Place: Kolkata Partner
Date: 16.05.2025 Membership No. 305423
UDIN: 25305423BMNYXR8285
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