GB Logistics Commerce Ltd Auditor Reports

ON RESTATED STANDALONE FINANCIAL STATEMENT

The Board of Directors GB Logistics Commerce Limited,

B-3, Saptak Plaza Shivaji Nagar,

Shankar Nagar, Nagpur Maharashtra - 440010

Respected Sirs,

1. We have examined, the attached Restated Standalone Financial Statements of GB Logistics Commerce Limited (the "Company" or the "Issuer") comprising the Restated Standalone Statement of Assets and Liabilities as at September 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022, the Restated Standalone Statement of Profit and Loss, the Restated Standalone Statement of Cash Flows for the period ended September 30, 2024 and years ended March 31, 2024, March 31, 2023 and March 31, 2022 and the Restated Standalone summary of significant accounting policies, and other explanatory information (collectively, the "Restated Standalone Financial Statements"), as approved by the Board of Directors of the Company at their meeting held on 16 December 2024 for the purpose of inclusion in the Red Herring Prospectus/Prospectus prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO") prepared in terms of the requirements of:

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time in pursuance of provisions of Securities and Exchange Board of India Act, 1992 ("ICDR Regulations"); and

c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by The Institute of Chartered Accountants of India ("ICAI"), as amended from timeto time (the "Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Standalone Financial Statement & other financial information for the purpose of inclusion in the Red Herring Prospectus / Prospectus to be filed with Securities and Exchange Board of India, relevant stock exchanges and Registrar of Companies, Mumbai in connection with the proposed IPO. The Board of Directors responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Information.

3. The Restated Standalone Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Note 1 & 2 to the Restated Standalone Financial Statements. The Restated Standalone Financial Statements have been extracted by the management from the Audited Financial Statements of the Company for the period ended September 30, 2024 and years ended March 31, 2024, March 31,2023 and March 31,2022 prepared in accordance with accounting principles generally accepted in India at the relevant time and approved by the Company in its board meetings held on 14 December, 2024, 15 June 2024, 29 September 2023 and 7 September 2022 respectively. The Board of Directors of the Company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Standalone Financial Statements.

The Board of Directors of the Company are also responsible for identifying and ensuring that the Company complies with the Act, the ICDR Regulations and the Guidance Note.

4. We have examined such Restated Standalone Financial Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter in connection with the proposed IPO of equity shares of the Company;

b) The Guidance Note - The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Standalone Financial Statements; and

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection

e) with the proposed IPO of equity shares of the Company.

5. These Restated Standalone Financial Statements have been compiled by the management from:

a) The Restated Standalone Financial Statements also contains the financial information as at September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022. The financial information have been prepared by making Restated adjustments (refer note 3A) to the audited financial statements as at period ended September 30, 2024 and years ended March 31, 2024, March 31, 2023 and March 31, 2022 which have been approved by the Board of Directors at their meeting held on 14 December, 2024, 15 June 2024, 29 September 2023 and 7 September 2022 respectively as described in Annexure 1 & 2 to the Restated Standalone Financial Statements.

6. For the purpose of our examination, we have relied on:

Audited Financial Statements for the years ended 31 March 2023 and 31 March 2022 have been audited by CA Lalit Jham and accordingly reliance has been placed on the financial information examined by them for the said years. The Financial Report included for these years is based solely on the report submitted by them.

7. Based on our examination and according to the information and explanations given to us, we report that the Restated Standalone Financial Statements:

a) Have been made after incorporating adjustments for:

i. The changes, if any, in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all the reporting period /years.

ii. Prior period and other material amount in the respective financial years to which they relate.

iii. Extra-ordinary items, if any, that needs to be disclosed separately in the accounts requiring adjustments.

iv. Qualification in the Audit Reports issued by Statutory Auditor if any for the period ended September 30, 2024 and years ended March 31, 2024, March 31, 2023 and March 31, 2022.

v. Qualifications in respect of matters specified in paragraphs 3 and 4 of Companies (Auditors Report) Order, 2020 and which form part of Independent Auditors reports to the financial statements for the year ended March 31, 2024, which do not require adjustments to the restated summary financial statements are as below:

March 31, 2024: Clause (ii) (b)

The Company has been sanctioned working capital limits in excess of five crore rupees during the year, in aggregate from banks and/or financial institutions on the basis of security of current assets and the quarterly returns/statements filed by the Company with such banks and financial institutions are in agreement with the books of account of the Company, except for the following material discrepancies:

Particulars of securities provided	Quarter	Amount as per books of accounts	Amount reported in Quarterly return	Amount of discrepancy
Stock	Jun 23	100.90	-	100.90
Stock	Sep 23	100.90	-	100.90
Stock	Dec 23	10.90	-	10.90
Stock	Mar 24	436.90	-	436.90
Sundry Debtor	Jun 23	1,744.01	429.69	1,314.32
Sundry Debtor	Sep 23	2,331.97	1,290.56	1,041.40
Sundry Debtor	Dec 23	2,078.95	996.32	1,082.63
Sundry Debtor	Mar 24	3,756.34	3,100.18	656.16

Clause (iii) (a)

During the year, the Company has provided loans or provided advances in the nature of loans to the following entities:

Sr No Particulars	Loans (Rs. In Lacs)
1 Aggregate amount granted / provided during the year
- Subsidiaries (including interest)	211.50
2 Balance outstanding as at March 31, 2024 in respect of above cases
- Subsidiaries	211.50

Clause (iii) (f)

The Company has granted loans or advances in the nature of loans either repayable on demand. Details of the same are as below:

Particulars	Related Parties (Rs. In lacs)
Aggregate amount of loans in nature of loan - Repayable on demand given to subsidiary	211.50
Percentage of loans in nature of loan to the total loan	100%

Clause (vii) (a)

The Company is not regular in depositing with appropriate authorities, undisputed statutory dues including Goods and Services tax (GST), provident fund, employees state insurance, income-tax, sales- tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues applicable to it, and there have been few delays in a large number of cases.

No undisputed amounts payable in respect of provident fund, employees state insurance, income tax, GST, customs duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable, except as follows:

Statement of arrears of Statutory Dues outstanding for more than six months

Name of the statute	Nature of the dues	Amount (in lakhs)	Year to which the amount relates	Due Date	Date of Payment	Remarks, if any
Income Tax Act, 1961	Advance Tax	20.92	23-24	15 September 2023	Not paid yet

8. The Restated Standalone Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 4 above.

9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us and other auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

10. We, NKSC & Co., Chartered Accountants have been subjected to the peer review process of The Institute of Chartered Accountants of India ("ICAI") and hold a valid Certificate No. 014317 dated 16 June 2022 issued by the "Peer Review Board" of the ICAI.

11 . We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. Our report is intended solely for use of the Board of Directors for inclusion in the Prospectus to be filed with Securities and Exchange Board of India, SME Platform of BSE, and Registrar of Companies, Mumbai in connection with the proposed IPO. Our report should not be used, referred to or distributed or any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For NKSC & Co.

Chartered Accountants

Firm Registration No.: 020076N

CA Priyank Goyal

Partner

Membership No.: 521986

UDIN:24521986BKFLAG8392

Date: 16 December 2024

Place: New Delhi