1. We have audited the accompanying standalone
financial statements of Zinka Logistics Solutions
Limited (formerly known as Zinka Logistics Solutions
Private Limited) ("the Company"), which comprise the
Standalone Balance Sheet as at March 31, 2025, and the
Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of
Changes in Equity and the Standalone Statement of Cash
Flows for the year then ended, and notes to the standalone
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
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, and total comprehensive income
(comprising of loss and other comprehensive income),
changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. 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 Standalone 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
4. Key audit matters are those matters that, in our
professional judgement, 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.
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Key audit matter
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How our audit addressed the key audit matter
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Appropriateness of Revenue recognition from operations
(Refer Note 14 to the Standalone Financial Statements)
The Company earns revenue primarily from the rendering
of truck operator services such as commission income,
subscription fee and service fee.
Revenue from operations is recognised either over time or at a
point in time depending on the nature of the service and when
the performance obligation is satisfied.
We have considered revenue recognition as a key audit matter
because revenue is one of the Company's key performance
indicators which makes it susceptible to misstatement. It
involves application of significant management estimates
and judgement in identification of customer and distinct
performance obligations; allocation of consideration to
identified performance obligations; and
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Our audit procedures included the following:
* Understanding and evaluating the design and testing
the operating effectiveness of key controls relating to
revenue recognition.
* Assessing the Company's revenue recognition accounting
policy with principles of Ind AS 115 "Revenue from Contracts
with Customers" by perusing a sample of agreements/ terms
and conditions agreed with customers.
In respect of above, our procedures included assessing the
appropriateness of Management's judgements in accounting
for the agreements such as identification of the customer,
identification of performance obligations and allocation of
consideration to the identified performance obligations and
recognition of revenue over a period of time or at a point in time
based on timing of when the performance obligation is satisfied.
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Key audit matter
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How our audit addressed the key audit matter
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determination of timing of recognition of revenue either over a
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Testing on a sample basis, the timing of recognition of
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period of time or at a point in time based on transfer of control
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revenue in the correct period.
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to customers.
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Testing revenue transactions on a sample basis by examining
the underlying documents which inter-alia included
customer agreements/ invoices, amounts collected, other
documents as applicable.
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Examining journal entries related to revenue recognised
during the year for unusual revenue transactions, if any.
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Assessing the adequacy of presentation and disclosures of
revenue in the standalone financial statements.
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Recognition of Deferred Tax Assets (DTA) and assessment
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Our audit procedures included the following:
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of its recoverability (Refer Note 12 to the standalone
financial statements)
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Understanding and evaluating the design and testing the
operating effectiveness of the Company's controls relating to
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The Company has recognised DTA on temporary differences
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assessment of carrying amount of DTA.
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and carried forward tax losses as it is considered to be
recoverable based on the Company's projected taxable profits
in the forecast period in accordance with Ind AS 12 "Income
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Assessing the appropriateness of the Company's accounting
policy in respect of recognising DTA on temporary differences
and tax losses.
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Taxes". The carrying value of DTA (net) is H 2,472.81 million as
at March 31,2025.
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Obtaining the future taxable profit projections prepared
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We considered this a key audit matter as significant
Management judgement is involved in estimating projected
future taxable income considering future business plan and
underlying assumptions such as growth rate for sales, expense
etc., for determining the recoverability of DTA recognised.
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by the management and evaluating the judgments and
assumptions made by the Management in determining the
projected future taxable income for reasonableness.
Performing sensitivity analysis on the projected future taxable
profits by varying the key assumptions within a reasonable
range to determine the impact of such sensitivity on DTA.
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Assessing the appropriateness of tax rate applied to the
forecasted taxable profits.
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Evaluating whether the tax losses, on which the DTA is
recognised, has been assessed by the tax authorities and is
available for utilisation in accordance with the provisions of
the Income Tax Act, 1961.
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Verifying the mathematical accuracy of the calculation
underlying the taxable profit projections.
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Assessing the adequacy of disclosures made in the standalone
financial statements with regard to deferred taxes.
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Other Information
5. The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in Directors' Report, Management
Discussion and Analysis Report, Report on Corporate
Governance and Business Responsibility and Sustainability
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 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. 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
6. 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 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 Indian 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 standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
7. In preparing the standalone 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 Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
8. Those 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
9. 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 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.
10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:
(a) 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.
(b) 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 standalone financial statements in place and the
operating effectiveness of such controls.
(c) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
(d) 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.
(e) Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
11. 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.
12. 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.
13. 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.
Report on other legal and regulatory
requirements
14. 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 B" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
15. As required by Section 143(3) of the Act, 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 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,
except that the backup of certain books of account
and other books and papers maintained in electronic
mode has not been maintained on a daily basis on
servers physically located in India during the year
and the matters stated in paragraph 15(h)(vi) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended).
(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Statement
of Cash Flows 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 Indian Accounting
Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received
from the directors as on March 31, 2025 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) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 15(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 15(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 standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A".
(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 has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements, as applicable.
ii. The Company was not required to recognise
a provision as at March 31, 2025 under the
applicable law or Indian Accounting Standards,
as it does not have any material foreseeable
losses on long-term contracts. The Company
did not have any derivative contracts as at
March 31,2025.
iii. There were no amounts which were 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, 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. Refer Note 40(vii)
to the standalone financial statements;
(b) The management has represented that,
to the best of its 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, 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. Refer Note 40(vii) to
the standalone financial statements; and
(c) Based on such audit procedures that we
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 (a) and (b) above contain any
material misstatement.
v. The Company has not declared/ paid any
dividend during the year.
vi. Based on our examination, which included test
checks, the Company has used two accounting
software for maintaining its books of account
which have a feature of recording audit trail
(edit log) facility. In respect of one accounting
software, the audit trail facility has operated
throughout the year for all relevant transactions
recorded in the software, except for certain
records and for direct database changes.
In respect of the second accounting software for
maintaining certain other books of account, the
edit log of modification does not contain pre¬
modified values. Further, the audit trail facility
has operated for certain books of account, from
mid of April 2024 to March 31, 2025, and has
not operated throughout the year for certain
other books of account.
During the course of performing our
procedures, other than the aforesaid instances
of audit trail not maintained, where the question
of our commenting on whether the audit trail
feature was tampered with does not arise, we
did not notice any instance of audit trail feature
being tampered with. Further, the audit trail,
to the extent maintained in the previous year
ended March 31, 2024, has been preserved by
the Company as per the statutory requirements
for record retention.
16. The Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Amit Kumar Agrawal
Partner
Place: Bengaluru Membership Number: 064311
Date: May 27, 2025 UDIN: 25064311BMOFLM5952
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