We have audited the accompanying Standalone Financial Statements of SICAL LOGISTICS LIMITED (“the Company”), whichcomprises the Balance Sheet as at March 31,2025, the Statement of Profit and Loss (including Other Comprehensive Loss),the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of material accounting policies and other explanatory information (hereinafter referred to as“the Standalone Financial Statements”)
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and givea true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally acceptedin India, of the state of affairs of the Company as at March 31,2025, the loss and total comprehensive loss, changes in equity andits cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the CompaniesAct, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to ouraudit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules there under, andwe have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
a. We draw attention to Note no. 35 to the Standalone Financial Statements. The resolution plan submitted by M/S PristineMalwa Logistics Park Private Limited was approved by the Honourable NCLT, Chennai Bench, vide its order dated December8, 2022 and the effective date of implementation of the resolution plan was declared as Jan 11, 2023. The effect of theapproved resolution plan has been considered in the financial statements for the year ended March 31, 2023.
b. Confirmation of balances is not available from most of the financial creditors. The balances stated in the financial statementshave been derived from the claims made by the financial creditors, as admitted by the Resolution Professional andapproved by the NCLT. These balances have been adjusted in accordance with the approved Resolution Plan and reducedby the payments made under the Resolution Plan. In the absence of confirmation of balances, the possible adjustment, ifany, required in the balances payable to each financial creditor is presently not determinable. (Refer Note No. 12.1 to thestandalone financial statements.
Our opinion is not modified in respect of the above matters.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the StandaloneFinancial Statements of the current period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters.
Implementation of Resolution Plan:
Audit Procedure:
Refer Note No 35 to the Standalone Financial Statements forthe details regarding commencement of implementation of theresolution plan and for impact of the resolution plan on theCompany pursuant to the Corporate Insolvency ResolutionProcess (“CIRP”) under Insolvency and Bankruptcy Code, 2016.
The determination of carrying amount of liabilities to give effectof resolution plan, comprehending the provisions of theResolution Plan and determining the appropriateness of theaccounting treatment thereof, more particularly the accountingtreatment of derecognition of liabilities and outstanding tradingdues & its related provisions and impairment of various assets,required significant judgment and estimates. Accounting for theeffects of the resolution plan is considered by us to be a matterof most significance due to its importance to intended users’understanding of the financial statements as a whole andmateriality thereof.
The Company was a party to certain litigations. Pursuant to theapproval of the Resolution Plan, it was determined that noamounts are payable in respect of those litigations upto theeffective date viz Jan 11,2023, as they stand extinguished. Theestimates related to expected outcome of litigations andrecoverability of payments made in respect thereof have highdegree of inherent uncertainty due to insufficient judicialprecedents in India in respect of disposal of litigations involvingcompanies admitted to Corporate Insolvency Resolution Process.
We have performed the following procedures todetermine whether the effect of Resolution Plan hasbeen appropriately recognised in the financialstatements:
• We have reviewed the terms and conditionsstipulated by the Hon’ble NCLT in the ResolutionPlan
• Reviewed management’s process for review andcommencement of implementation of the ResolutionPlan.
• Reviewed the provisions of the Resolution Plan tounderstand the requirements of the said Plan andevaluated the possible impact of the same on thefinancial statements.
• Verified the underlying documents supporting thereceipt and payment of funds as per the ResolutionPlan.
• Tested the related disclosures made in notes to thefinancial statements in respect of the implementationof the resolution plan.
• Assessed management’s estimate of recoverability.
Contingent Liability
According to the information and explanations given to us andas confirmed by the Company, in view of the implementation ofthe resolution plan as approved by the Hon’ble National CompanyLaw Tribunal, all pending litigations relating to pre-CIRP periodare deemed to be extinguished as at January 11, 2023, i.e. thedate of implementation of the approved resolution plan (exceptbank guarantees as per approved resolution plan). Accordingly,there are no dues of income tax, sales tax, service tax, exciseduty, value added tax and goods and service tax which have notbeen deposited as at March 31, 2025 on account of dispute.
(Refer Note No.25 to the Standalone Financial Statements.)
Audit Procedure
The Audit addressed this Key Audit Matter by;
• Assessing the adequacy of tax Provisions byreviewing correspondence with tax Authorities.
• Discussing significant litigations and claims with theCompany’s Internal Legal Counsel.
• Reviewing previous judgments made by relevant taxAuthorities and opinions given by Company’sadvisors &
• Assessing the reliability of the past estimates of themanagement.
Our Audit Procedures did not identify any material
exceptions
The Company’s management and Board of Directors are responsible for the other information. The other information comprisesthe information included in the Company’s Annual Report but does not include the Standalone Financial Statements and ourreport thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or ourknowledge 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 arerequired to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“theAct”) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financialposition, financial performance, total comprehensive loss, changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act, read with rule 3 of 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 forsafeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate implementation and maintenance of accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the Standalone Financial Statement that give a true and fair view and are free from material misstatement, whether due tofraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the Company’s ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accountingunless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, designand perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate inthe circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls system in place and the operating effectivenessof such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt onthe Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required todraw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’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 thatachieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makesit probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone FinancialStatements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit 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 requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear 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 significancein the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter should not be communicated in our report because the adverse consequencesof 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, issued by the Central Government of India in terms of sub¬section (11) of section 143 of the Act (here in after referred to as the “Order”), and on the basis of such checks of the booksand records of the Company as we considered appropriate and according to the information and explanations given to us,we give in the “Annexure A” , a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable
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 werenecessary 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 fromour examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive loss), Statement of Changes inEquity and the Cash Flow Statement 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 IND AS specified under Section 133 ofthe Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March 31,2025 and taken on record bythe Board of Directors, none of the directors is disqualified as on March 31,2025 from being appointed as a director interms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operatingeffectiveness 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 the requirements ofsection197(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/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 read withSchedule V to the Act.
(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 theexplanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone FinancialStatements as referred to in Note No. 25 - to the Standalone Financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts as at March 31,2025;
iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Companyfor the year ended March 31,2025;
iv. (a) Management has represented that, to the best of its knowledge and belief, other than as disclosed in the
notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in any other person(s) orentity(is), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing orotherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer Note No 37(n) to the StandaloneFinancial Statements)
(b) Management has represented that, to the best of its knowledge and belief, other than as disclosed in thenotes to the accounts, 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 inany manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note. 37(n) to the StandaloneFinancial Statements), and
(c) Based on the audit procedures adopted by us, nothing has come to our notice that has caused us to believethat the representations made by the Management under sub clause (a) and (b) above, contain any materialmisstatement.
v. The Company has not declared or paid any Dividend during the year.
vi. Based on our examination which included test checks, the Company, in respect of financial year ended March 31,2025, has used an accounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recordedin the software. Further, during the course of our audit, we did not come across any instance of audit trail featurebeing tampered with. Refer Note No. 40(b) to the Standalone Financial Statements). Additionally, the audit trailhas been preserved by the Company as per the statutory requirements for record retention.
For SRSV & AssociatesChartered AccountantsF.R.No. 015041S
R SubburamanPartner
Place: Chennai Membership No. 020562
Dated: May 28, 2025 UDIN NO: 25020562BNUKHY7424