Dhara Rail Projects Ltd Auditor Reports

The Board of Directors of Dhara Rail Projects Limited

Gala No. O, 196-K, Girgaum Gaiwadi, Girgaum, Mumbai-400004, Maharashtra, India.

Dear Sir,

Reference: - Proposed Public Issue of Equity Shares of Dhara Rail Projects Limited.

• We have examined the attached Restated Consolidated Financial Information of Dhara Rail Projects Limited (hereunder referred to "the Company", "Issuer") and its joint ventures (Collectively referred to as the "Group"), comprising the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the Restated Consolidated Statement of Profit & Loss, the Restated Consolidated Cash Flow Statement for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 the statement of Significant Accounting Policies and other explanatory Information (collectively, the "Restated Consolidated Financial Information") as approved by the Board of Directors in their meeting held on September 27, 2025 for the purpose of inclusion in the Draft Offer Document/Offer Document in connection with its proposed Initial Public Offering (IPO) of equity shares, prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) prepared in terms of the requirement of:-
• Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");
• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 as amended ("SEBI ICDR Regulations"); and
• The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time. ("The Guidance Note")
• The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Draft offer document/offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, of relevant state in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 on the basis of preparation stated in note IV to the Restated Consolidated Financial Information. The respective Board of Directors of the companies included in the group responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Company complies with the Companies Act, SEBI (ICDR) Regulations and the Guidance Note.
• We, M/s. Mundra & Co., Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer review certificate is valid as on the date of signing of this report.
• We have examined such Restated Consolidated Financial Statement taking into consideration:

• The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated July 28, 2025 in connection with the proposed IPO of equity shares of the Company;

• The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
• Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Statements; and

• The requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the IPO.

• This Restated Consolidated Financial Statement has been compiled by the management from:

Audited consolidated financial statements of the group as at and for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended and other accounting principles generally accepted in India which have been approved by the Board of Directors on September 16, 2025.

• For the purpose of our examination, we have relied on:

Auditors Report issued by the us on the Consolidated Financial Statements of the Company dated September 16, 2025 for the year ended March 31, 2025, March 31, 2024 and March 31, 2023.

• Other Matters:

We did not audit the financial statements of Joint Ventures and whose share of the assets, liabilities, income and expenses included in the consolidated financial statements, for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 which have been audited by other auditors is tabulated below, whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors.

S. No.	Name of entity	Relationship	Name of Auditor	Financial Year
1	DRESPL-DRPPL JV	Joint Venture	H.B. Purohit & Co.	FY 2024-25, 2023-24 and 2022-23
2	PE-DRPPL JV	Joint Venture	M K Sharma and Co	FY 2024-25, 2023-24 and 2022-23

• Based on our examination and according to the information and explanations given to us, we report that the Restated Consolidated Financial Information:
• have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the financial year ended March 31, 2025;
• have been prepared after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;
• Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;
• have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note;
• does not contain any qualifications requiring adjustments.
• In accordance with the requirements of Part I of Chapter III of Act including rules made there under, SEBI ICDR Regulations, Guidance Note and Engagement Letter, we report that:

• The "Restated Consolidated Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023 is prepared by the Company and approved by the Board of Directors. These Restated Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.

• The "Restated Consolidated Statement of Profit and Loss" as set out in Annexure II to this report, of the Company for Financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 is prepared by the Company and approved by the Board of Directors. These Restated Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were

appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.

• The "Restated Consolidated Statement of Cash Flow" as set out in Annexure III to this report, of the Company for Financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.

• We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company for Financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 proposed to be included in the Offer Document for the proposed IPO.

Significant Accounting Policy and Notes to The Restated Financial Statements	Annexure IV
Material Adjustment to the Restated Financial	Annexure V
Restated Consolidated Statement of Share Capital, Reserves and Surplus	Annexure-A
Restated Statement of Long Term and Short - Term Borrowings/ Statement of principle Term of Secured loan and Assets charges as security and Statement of term & Condition of unsecured Loans.	Annexure-B, B(A) and B(B)
Restated Consolidated Statement of Deferred Tax (Assets) / Liabilities	Annexure-C
Restated Consolidated Statement of Other Long-term Liabilities	Annexure-D
Restated Consolidated Statement of Long-term Provisions	Annexure-E
Restated Consolidated Statement of Trade Payables	Annexure-F
Restated Consolidated Statement of Other Current Liabilities	Annexure-G
Restated Consolidated Statement of Short-term Provisions	Annexure-H
Restated Consolidated Statement of Property, Plant and Equipment and Intangible Assets	Annexure-I
Restated Consolidated Statement of Non-Current Investments	Annexure-J
Restated Consolidated Statement of Long-Term Loans and Advances	Annexure-K
Restated Consolidated Statement of Other Non-Current Assets	Annexure-L
Restated Consolidated Statement of Current Investment	Annexure-M
Restated Consolidated Statement of Inventory	Annexure-N
Restated Consolidated Statement of Trade Receivables	Annexure-O
Restated Consolidated Statement of Cash & Cash Equivalents	Annexure-P
Restated Consolidated Statement of Short-Term Loans and Advances	Annexure-Q
Restated Consolidated Statement of Other Current Assets	Annexure-R
Restated Consolidated Statement of Revenue from Operation	Annexure-S
Restated Consolidated Statement of Other Income	Annexure-T
Restated Consolidated Statement of Cost of Material Consumed and Purchases of Stock in Trade	Annexure-U
Restated Consolidated Statement of Change in Inventories	Annexure-V
Restated Consolidated Statement of Employee Benefits Expenses	Annexure-W
Restated Consolidated Statement of Finance Cost	Annexure-X
Restated Consolidated Statement of Depreciation & Amortization	Annexure-Y
Restated Consolidated Statement of Other Expenses	Annexure-Z
Restated Consolidated Statement of Mandatory Accounting Ratios	Annexure-AA
Restated Consolidated Statement of Related Party Transaction	Annexure-AB
Restated Consolidated Statement of Capitalization	Annexure-AC
Restated Consolidated Statement of Tax Shelter	Annexure-AD
Restated Consolidated Statement of Contingent Liabilities	Annexure-AE
Restated Consolidated Statement of Other Financial Ratio	Annexure-AF
Restated Consolidated Statement of Other Notes and Additional Disclosures	Annexure-AG

• The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

• We have no responsibility to update our report for events and circumstances occurring after the date of the report.

• The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned above.
• In our opinion, the above Restated Consolidated Financial Statements along with Annexure A to AG of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure IV and V are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, SEBI ICDR Regulations and Guidance Note issued by ICAI.

• Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the Proposed SME IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.

For Mundra & Co. Chartered Accountant FRN: 013023C

Sd/-

CA Nitin Khandelwal

Partner

M. No. 414387

UDIN: 25414387BMGYGS8583

Place: Mumbai

Date: September 27, 2025