We have audited the accompanying Standalone Financial
Statements of TCI Express 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, the Cash Flow
Statement and notes to the Standalone Financial Statements
for the year then ended, and a summary of the material
accounting policies and other explanatory information.

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 including Indian
Accounting Standards ('Ind AS') specified under Section
133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended(”Ind AS"), of the state
of affairs (financial position) of the Company as at March 31,
2025, and its profit (financial performance including other
comprehensive income), its cash flows and the changes in
equity 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
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
Statement's 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 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

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 matter 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 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.

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
and, in doing so, consider whether such other information
is materially inconsistent with the Standalone 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 there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

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 state of affairs (financial
position), profit or loss (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 Ind AS specified
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,
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.

The 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 Standards on Auditing 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 Standards on Auditing,
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'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.

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 Standalone 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 Standalone
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 internalcontrolthat 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.

Report on Other Legal and Regulatory Requirements

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, we give in the Annexure
A, a statement on the matters specified in paragraphs 3

and 4 of the Order, to the extent applicable. Further to our

comments in Annexure A, 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 purpose 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 Financial Statements dealt with by this
report are in agreement with the books of account;

d) in our opinion, the aforesaid Standalone Financial
Statements comply with Ind AS specified under Section
133 of the Act read with Companies (Indian Accounting
Standards) Rules, 2014, as amended;

e) on the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on March
31, 2025 from being appointed as a director in terms of
Section 164(2) of the Act.

f) we have also audited the internal financial controls over
financial reporting (IFCOFR) of the Company as on March
31, 2025 in conjunction with our audit of the financial
statements of the Company for the year ended on that
date and our report as per "Annexure B" expressed an
unmodified opinion.

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 (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 pending
litigations on its financial position in the
Standalone Financial Statements;

II. the Company has made provision, as required under
the applicable law or Ind AS, 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
during the year ended March 31, 2025;

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
(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.

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), as provided
under (a) and (b) above, contain any material
misstatement.

V The final dividend paid by the Company during the year
in respect of the same declared for the previous year is
in accordance with Section 123 of the Act to the extent
it applies to payment of dividend.The interim dividend
declared and paid by the Company during the year and
until the date of this audit report is in accordance with
Section 123 of the Act. As stated in Note No. 37(b) to the
Standalone Financial Statements, 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 ensuring Annual General Meeting. The dividend
declared is in accordance with Section 123 of the Act to
the extent it applies to declaration of dividend.

VI Proviso to Rule 3(1) of the Companies (Accounts) Rules,

2014, as amended, for maintaining books of account
using accounting software which has a feature of

recording audit trail (edit log) facility is applicable to the
Company with effect from April 1, 2023, and accordingly,
reporting under Rule 11(g) of Companies (Audit and
Auditors) Rules, 2014, as amended, is applicable for the
financial year ended March 31, 2025.

Based on our examination which includes test checks and in
accordance with requirements of the Implementation
Guide on Reporting on Audit Trail under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014, the
Company has used accounting software for maintaining
its books of account which has a feature of recording
audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded
in the software except that, audit trail feature was not
enabled at the database level to log any direct data
changes for the accounting software used for

maintaining the books of accounts. Further, during the course
of our audit, we did not come across any instance of audit
trail feature being tampered at the application layer in
respect of accounting software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014, as amended, is applicable from April 1, 2023,
reporting under 11(g) of the Companies (Audit and
Auditors) Rules, 2014, as amended, on preservation of
audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended
March 31, 2025.

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:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its director during
the year is in accordance with the provision of section 197
of the Act. The remuneration paid to directors is not in
excess of the limit laid down under section 197(16) which
are required to be commented upon by us.

For R.S. Agarwala & Co.

Chartered Accountants
Firm's Regn. No:-304045E

Bimal Kumar Kedia

(Partner)

Place: Kolkata Membership No. - 055237

Date: May 30, 2025 UDIN: 25055237BMGYOK9727