1. We have audited the accompanying financial statements of VRL Logistics Limited (the ‘Company’),
which comprise the Balance Sheet as at 31 March 2026, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year
then ended, and notes to the financial statements, including material accounting policy information and
other explanatory information
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
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 (‘Ind AS’)
specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015
and other accounting principles generally accepted in India, of the state of affairs of the Company as at
31 March 2026, and its profit (including other comprehensive income), its cash flows and the changes in
equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit 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 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 (‘ICAI’) together with the
ethical requirements that are relevant to our audit of the 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 issued by the ICAI. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
5. 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 matters
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How our audit addressed the key audit matters
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Revenue recognition
Refer notes 1(d) (xii) and 20 to the
accompanying financial statements for the
material accounting policy information on
revenue recognition and details of revenue
recognised during the year, respectively.
The Company derives its revenue primarily
from transportation and logistics services
majorly consisting of Less-Than-Truck-Load
(‘LTL’), Full-Truck-Load (‘FTL’) and courier
services. The Company recognizes the
revenue in accordance with the principles
of Ind AS 115 “Revenue from Contracts with
Customers” (‘Ind AS 115’) at point in time
when performance obligation is satisfied i.e.,
upon delivery of consignments to customers.
Revenue is one of the key performance
indicators for the Company and is determined
to be an area involving presumed fraud risk
as per the requirements of Standards on
Auditing
Further, significant auditor’s effort is required
to obtain an understanding of revenue which
is generated through multiple billing and
collection models like paid, to-pay and on
account customers.
There is a risk of inappropriate recognition
of revenue due to decentralized and
high-volume of transactions spanning across
large branch and transshipment networks of
the Company and hence, significant auditor
attention is required to ensure timing and
accuracy of revenue recorded during the
year.
Considering the volume of transactions,
materiality of the amount involved and
significant attention required by the auditor
as mentioned above, revenue recognition
has been identified as a key audit matter for
the current year audit.
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Our audit procedures included, but were not limited to the
following:
• Obtained an understanding of the Company’s revenue
recognition process and assessed the appropriateness of
the accounting policy for revenue recognition in accordance
with the requirements of Ind AS 115.
• Evaluated the design and tested the operating effectiveness
of key internal financial controls over revenue recognition,
including controls over consignment booking, billing, rate
application and invoicing across different revenue models.
• Evaluated the integrity of the general information and
technology (‘IT’) control environment and tested the
operating effectiveness of key IT application controls.
• Performed substantive testing of revenue transactions
recorded during the year on a test check basis including
for specific periods before and after the financial year
end by verifying the underlying consignment and delivery
documentation to ensure that the correct amount of
revenue is recorded in correct period.
• Performed analytical procedures, including trend analysis
and reasonableness checks on revenue, and investigated
material/ unusual deviations.
• Assessed the appropriateness and adequacy of disclosures
made in the financial statements in accordance with the
requirements of applicable financial reporting framework.
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Accounting for leases
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Our audit procedures included, but were not limited to the fol-
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Refer notes 1(d) (v) and 32 to the
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lowing:
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accompanying financial statements for
the material accounting policy information
on leases and lease related disclosures,
respectively.
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•
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Assessed the appropriateness of the Company’s lease ac¬
counting policies in accordance with the requirements of Ind
AS 116.
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The Company operates through an extensive
network of branch offices and trans-shipment
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•
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Obtained an understanding of the management’s process
for identification and accounting of leasing arrangements as
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hubs across India and has entered into a
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per Ind AS 116. Evaluated the design and implementation
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large number of lease arrangements for
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and tested the operating effectiveness of key internal finan-
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premises.
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cial controls relating to identification, modification, termina-
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As at 31 March 2026, the carrying value
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tion of lease contracts and accounting of lease contracts.
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of right-of-use assets and lease liabilities
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•
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Ensured the completeness of the population of lease con-
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amounts to ' 59,672 lakhs and ' 69,844
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tracts by reconciling, on a test check basis, lease records
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lakhs representing 23% and 48% of total
assets and total liabilities, respectively. The
Company applies Ind AS 116 “Leases” (‘Ind
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with underlying agreements and other supporting documen¬
tation.
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AS 116’) to account for lease contracts which
requires the Company to recognize ‘lease
liabilities’ representing the obligation with
respect to unpaid lease obligations under
such contracts, and ‘right-of-use assets’
representing the value of right to use the
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•
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Obtained and examined, on a sample basis, the lease agree¬
ments for new leases and modified leases during the cur¬
rent financial year, to verify that the particulars considered
for calculation of right-of-use assets and lease liabilities as at
the reporting date, were consistent with the corresponding
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underlying assets for the lease term.
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terms of such contracts. Further, for such new or modified
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Significant management judgement is
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lease contracts, evaluated whether management’s determi-
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required in determining whether a contract
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nation of the lease term is accurate, including assessment
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contains a lease, assessment of lease
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of appropriateness of management’s estimation relating to
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term, including assessment of extension
and termination options, determination of
appropriate discount rates, identification and
accounting of lease modifications including
termination, and application of practical
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the probability of management exercising lease renewal op¬
tions given under such contracts, basis our discussion with
the management, past trends and understanding of the busi¬
ness plans.
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expedients available under Ind AS 116.
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•
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Assessed the reasonableness of the discount rates applied
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Considering the materiality of amounts
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in measuring lease liabilities.
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involved and large volume of individual lease
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•
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Recomputed, on a test check basis, the amount of right-of-use
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contracts entered into by the Company that
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assets, lease liabilities, depreciation and interest expense in-
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require significant degree of judgement and
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cluding the accounting impact for lease modifications for the
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significant auditor efforts, accounting for
leases has been identified as a key audit
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current financial year.
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matter for the current year audit.
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•
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Assessed the appropriateness and adequacy of disclosures
made in the financial statements in accordance with the re¬
quirements of applicable financial reporting framework.
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Information Other than the Financial Statements and Auditor’s Report Thereon
6. The Company’s Board of Directors are responsible for the other information. The other information comprises
the information included in the Annual Report but does not include the financial statements and our auditor’s
report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s
report.
Our opinion on the 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 financial statements, 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 financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
7. The accompanying financial statements have been approved by the Company’s Board of Directors. The
Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting
principles generally accepted in India. 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
statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
8. In preparing the financial statements, the 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.
9. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
10. 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 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 financial statements.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act, 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;
• 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 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 Board of Directors’ 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; and
• 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.
12. 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.
13. 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.
14. 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 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.
Other Matter
15. The financial statements of the Company for the year ended 31 March 2025 were audited by the predecessor
auditor, Kalyaniwalla & Mistry LLP, Independent chartered accountants, who had expressed an unmodified
opinion on those financial statements vide their audit report dated 21 May 2025.
Report on Other Legal and Regulatory Requirements
16. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid
remuneration to its directors during the year in accordance with the provisions of and limits laid down under
section 197 read with Schedule V to the Act.
17. 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 Annexure - I, a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.
18. Further to our comments in Annexure - I, as required by section 143(3) of the Act based on our audit, we
report, to the extent applicable, 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 of the accompanying financial statements;
b) Except for the matters stated in paragraph 18(h)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), 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 financial statements dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid financial statements comply with Ind AS specified under section 133 of the
Act;
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 31 March 2026 from being appointed as a director
in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of accounts and other matters connected therewith are as
stated in paragraph 18(b) above on reporting under section 143(3)(b) of the Act and paragraph 18(h)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company as on 31 March 2026 and the operating effectiveness of such controls, refer to our separate
report in Annexure - II wherein we have expressed an unmodified opinion; and
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 (as amended), in our opinion and to the best of our
information and according to the explanations given to us:
i. The Company, as detailed in note 29 to the financial statements, has disclosed the impact of pending
litigations on its financial position as at 31 March 2026;
ii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses as at 31 March 2026;
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 31 March 2026;
a. The management has represented that, to the best of Its knowledge and belief, as disclosed
in note 39(e) to the financial statements, no funds have been advanced or loaned or invested
(either from borrowed funds or securities premium or any other sources or kind of funds) by
the Company to or in any person(s) or entity(ies), including foreign entities (the ‘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 (the ‘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, as disclosed in
note 39(e) to the financial statements, no funds have been received by the Company from any
person(s) or entity(ies), including foreign entities (the ‘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; and
c. Based on such audit procedures performed as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to belieVe that the
management representations under sub-clauses (a) and (b) above contain any material
misstatement.
v. The interim dividend declared and paid by the Company during the year ended 31 March 2026 and
until the date of this audit report is in compliance with section 123 of the Act. Further, the final dividend
paid by the Company during the year ended 31 March 2026 in respect of such dividend declared for
the previous year is in accordance with section 123 of the Act to the extent it applies to payment of
dividend.
vi. As stated in note 40 to the financial statements and based on our examination which included test
checks, except for the instances mentioned below, the Company, in respect of financial year
commencing on 1 April 2025, has used accounting software for maintaining its books of account which
have a feature of recording audit trail (edit log) facility and the same have been 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 other than the
consequential impact of the exception given below. Furthermore, the audit trail has been preserved by
the Company as per the statutory requirements for record retention where such feature was enabled.
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Nature of exception noted
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Details of exception
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Instances of accounting software for maintaining books
of account for which the feature of recording audit trail
(edit log) facility was not operated throughout the year
for all relevant transactions recorded in the software
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The audit trail feature was not enabled at the
database level for accounting software to log any
direct data changes, used for maintenance of all
accounting records by the Company.
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For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Bharat Shetty
Partner
Membership No.: 106815
UDIN: 26106815UYGOZP7378
Place: Hubballi
Date: 18 May 2026
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