We have audited the accompanying Ind-AS Financial Statements of VRL LOGISTICS 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 Statement of Cash Flows for the year then
ended and the Notes to the Ind-AS Financial Statements, including a summary of material accounting policies
and other explanatory information (hereinafter referred to as “Ind-AS Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
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 Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, (“Ind-
AS”) and with other accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31,2025, the profit, total comprehensive income, changes in equity and its cash flows for the year ended
on that date.
Basis for Opinion
We conducted our audit of the Ind-AS 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 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 Ind-AS 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 Ind-AS Financial Statements of the current period. These matters were addressed in the context of our audit
of the 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.
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Key audit matter description
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How the scope of our audit addressed the key audit matter
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1.
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Revenue recognition and
measurement
Refer to Note 1(l) (Accounting
policies) and Note 24 of the Ind-AS
Financial Statements for aggregate
revenue from sale of products and
services recognised as required by
the applicable Ind-AS. For the year
ended March 31, 2025, the Company
recognised revenues aggregating to
?3,16,094.80 lakhs.
The Company has high volume of
transactions each day recorded across
various branches and agencies using
complex information technology
systems which are linked to the
financial reporting process. A high
number of sale transactions in the
goods transport business are settled
in cash. Further, Standards on Auditing
mandate a presumed significant risk of
fraud in revenue recognition.
Risk identified:
Due to the Company’s Revenue cycle
being material to the Ind-AS Financial
Statements, complexities involved
including high inherent risk associated
with cash transactions and information
technology systems relied on, this
matter has been identified as a key
audit matter for the current year’s audit.
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Our procedures included:
Accounting policies: Assessing the Company’s revenue
recognition accounting policy, by comparing the same with Ind
AS 115 - Revenue from Contracts with Customers
Tests of controls: Understanding and evaluating the design
and implementation of the key controls around the revenue
recognition process including controls around evidence of
service delivery, price approvals, cash collection, system
interface and timing of transactions including cut off.
Tested operating effectiveness of above identified key controls
over the recognition and measurement of revenue during the
year and as at year end.
Tests of details:
- Perused the internal audit reports for any observations
reported based on such internal audits conducted at
branches during the year to evaluate if any such observations
materially impact the Ind-AS Financial Statements or
impact our assessment of relevant key internal financial
controls tested as above or otherwise materially impacts
recognition and measurement of revenue.
- Performed test of details on a sample of revenue transactions
recorded during the year including specific periods before
and after year end. For the samples selected, inspected
supporting documents such as invoices, contracts, goods
consignment notes, evidence of delivery of service, cash
receipt, etc.
- On a sample basis, we compared the daily cash collection
with the bank deposit reconciliation prepared by each
branch and agency and submitted to Head office periodically
by tracing the same to relevant bank statements.
- Tested the appropriateness and rationale for specific manual
journal entries impacting recognition and measurement
of revenue, as well as other adjustments made in the
preparation of the Ind-AS Financial Statements, selected
through a combination of risk-based and high-value
transactions selection criteria.
- Reviewed the recoverability of trade receivables, our
procedures included an assessment of whether provision
against or write-off of the trade receivables impacted our
view as to the initial recognition of the related revenue.
- We have relied on the reports generated from the entity’s
information systems, as the underlying systems and
controls were validated by our IT specialist during the
audit, who have confirmed the accuracy and completeness
of these reports.
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Key audit matter description
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How the scope of our audit addressed the key audit matter
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Performing substantive analytical procedures:
Performed substantive analytical procedures like tonnage growth,
price yield growth, etc. We also evaluated the appropriateness
and adequacy of the related disclosures made in the Ind-AS
Financial Statements for revenue recorded during the year.
We also assessed as to whether the disclosures in respect of
revenue were adequate.
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2.
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Lease Accounting - Ind AS 116
Refer to Note 1(e) (Accounting poli¬
cies) and Note 42 of the accompanying
Ind-AS Financial Statements.
The Company has a high volume of
lease contracts owing to the nature of
its operations which are spread across
India. The application of Ind-AS 116
involves use of significant judgements
and estimates including determination
of leases, lease term including termina¬
tion and renewal option, use of practi¬
cal expedients, and discount rates for
each lease etc.
Risk identified:
Owing to the inherent subjectivity re¬
lated to principal assumptions such as
discount rates, we have identified the
application of Ind-AS 116 as a key audit
matter for the current year audit.
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Our procedures included:
Accounting policies:
Assessing the Company’s lease accounting policy, by compar¬
ing the same with Ind AS 116 - Leases
Tests of controls:
Obtained an understanding of the Management’s process for
identification of leasing arrangements which are considered
to be within the scope of Ind-AS 116, Leases, and tested the
design and effectiveness of Management’s controls relating to
identification and accounting of lease contracts and disclosures.
Tests of details:
- Reviewed the overall impact analysis prepared by the
Management including completeness of lease contracts,
lease term and application of practical expedients.
- Tested the reasonableness of key assumptions used
including discount rate, lease terms and measurement
principles.
- Tested the inputs and calculations of the right-of-use assets
and lease liability, prepared by the Management for each
material lease contract.
- Verified the integrity and arithmetical accuracy of Ind-AS
116 calculations for each sample, through recalculation of
the Ind-AS 116 adjustments.
We also evaluated the appropriateness and adequacy of disclo¬
sures made in the Ind-AS Financial Statements with respect to
lease liability and right of use assets recorded during the year, in
accordance with Ind-AS 116.
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Information Other than the Ind-AS Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the
Director’s Report and Report on Corporate Governance but does not include the Ind-AS Financial Statements
and our auditor’s report thereon.
Our opinion on the Ind-AS 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 Ind-AS Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the 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 there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
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 Ind-AS Financial Statements that give a true and
fair view of the financial position, financial performance, changes in equity and the 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 Ind-AS Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Ind-AS Financial Statements, 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.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Ind-AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 Ind-AS Financial Statements.
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 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 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 with reference to
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
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 of the Ind-AS Financial Statements, including the
disclosures, and whether the Ind-AS Financial Statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Ind-AS Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of the users of the Ind-AS 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 Ind-AS
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 Ind-AS 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
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 A”
a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2) 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), the
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement
with the books of account.
d) In our opinion, the aforesaid Ind-AS Financial Statements comply with the Accounting Standards specified
under Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the Directors of the Company as on March 31,
2025, taken on record by the Board of Directors, none of the Directors of the Company are disqualified as
on March 31,2025, 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 with reference to Ind-AS Financial Statements
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 Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, (“the Rules”) 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 Ind-AS
Financial Statements - Refer Note 36 to the Ind-AS Financial Statements.
ii) The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses as at March 31,2025.
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) The Management has represented that
a) to the best of their 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 entity(ies) (“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) to the best of their knowledge and belief, 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;
Based on such audit procedures performed by us 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) of the Rules as provided under (a) and (b) above contain any
material misstatement.
v) As per information and explanation represented by Management and based on the records of the
Company, the 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.
The Board of Directors of the Company have proposed final dividend for the year which is subject to
the approval of the shareholders at the ensuing Annual General Meeting. The amount of dividend
proposed is in accordance with section 123 of the Act.
vi) Based on our examination which included test checks, the Company has used an 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. Further,
during the course of our audit we did not come across any instance of audit trail feature being tampered
with.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for
record retention.
3) In our opinion and according to information and explanations given to us and based on our examination of
the records of the Company, the Company has paid / provided managerial remuneration in accordance with
the requisite approvals mandated by the provisions of Section 197 of the Act.
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
Firm Reg. No.: 104607W / W100166
Cyrus A. Nariman
Partner
Membership No.: 102643
UDIN: 25102643DMKWYW5791
Hubballi: May 21,2025
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