Ritco Logistics Ltd Directors Report.

To

The Members of Ritco Logistics Limited Report on the Audit of the Financial Statements:

Opinion

We have audited the accompanying Financial Statements of Ritco Logistics Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss, the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

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 Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2021, the profit and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing specified under section 1-13(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors 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 independence requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

Key audit matters

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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matters How our audit addressed the Key audit matter
Revenue Recognition - Goods Our audit work included, but was not limited to, the following procedures:
1 Transport (refer Note 1 (C) of the accompanying financial statements) The company has high volume of transactions each day recorded across various branches and through agencies using complex information technology systems which are linked to the financial reporting process. Further, standards on Auditing mandate a presumed significant risk of fraud in revenue recognition. Due to the significance of the item to the financial statements, complexities involved, information technology system relied on and management judgment involved for ensuring appropriateness of accounting treatment of revenue generated from goods transport business, this matter has been identified as a key audit matter for the current years audit.
• Understood the revenue and receivable business process for goods transport and assessed the appropriateness of the accounting policy adopted by the company for revenue recognition.
• Evaluated the design and implementation of the key financial and Information Technology(IT) controls around the revenue recognition process including controls around the issuance of invoice to customers based on underlying goods consignment notes and other evidences around service delivery, price approvals and timing of transactions recorded in the Books of account including cut off procedures.
* Tested operating effectiveness of above identified key controls over the recognition measurement of revenue during the year and as at year end.
• Assessed the appropriateness of the accounting policy for revenue recognition from goods transport business In accordance with AS 9, Revenue Recognition.
• Inspected the internal audit reports for any observation reported based on such Internal audits conducted at branches during the year on rotation basis to evaluate if any such observations materially impact the 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 detail 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 etc.
• Tested the appropriateness and rationale for specific manual journal entries impacting revenue as well as other adjustments made in the preparation of the financial statements, selected through a combination of risk- based and high-value transactions selection criteria.
• Evaluated the appropriateness of the disclosures made in the financial statements for revenue recorded during the year.

informal01 other than the Financial Statements and Auditors Report thereon

TTie Companys Board of Directors is responsible for the preparation of the other information. T^e other information comprises the information Included in the Management Discussion and Analysis* Boards Repot! including Annexure to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the Financial Statements and our auditors report thereon.

Our opinion on the Financial Statements docs 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 and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained during the course of our 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.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, Financial performance and cash flows of the Company in accordance with the Accounting Standards 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 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.

In preparing the Financial Statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

editors Responsibilities for the Audit of the Financial Statements

Out object-ves 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 auditors 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.

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 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 financial controls 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 system 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

flinty is tJho magnitude of rnisstst^m

 11,3 ^ate, makes It probable that the ^:T1enls,n the Financial Statements that, individually or in financial Statements may be influenza u,C dedslons of a reasonably knowledgeable user of t;i mrs in (0 Planning the scope of our We COnslder quantitative materiality and qualitative

 faft0 evaluate the effect of any identified 1 WrK ^ in evaluatin9 the results of our work; and (jl> l „ _ V ent,fied misstatements in the Financial Statements.

. communicate with those charqed with

 V nned scope and timing of the audit and 9vernance regarding, among other matters, the deficiencies in Internal control that we identify during ou r^ findin95 including any si9nificant

wp also provide those charged with anwm=

*Lnrit ethical requirements regarding inn^ T 3 statement tt1at we have connP,ied with relationships and other matters that may ** communicate with them aMand where applicable, related safeguards. b V be thou9ht t0 be3r cn cur independence,

Prom the matters communicated with thnc* h-,-, j

matters that were of most significance in the T 17 9vemance we determine those % end are therefore the key aTm s We * R"anda SU" f the CUrrent unless law or regulation precludes public disclosure atouf1 aUdlrS rePrt

drcumstances, we determine that a matter shoud not tl ™ T " eXtrely ^ the adverse consequences of doing so wnmn d u communicated In our rePrt because Interest benefits of such communication0 "•* t0 outaei9h the 9ubfc

on OHor Lognl and Regulatory Requirement,

ccr

, p required by See lion H3(.l) of the Act, based on our audit 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 pur,roses of our audit.

?) In our opinion, proper books of account as required by law have been kept try the Company so far as it appears from our examination of those books.

?) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flo// dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standard specified under Section 133 of the 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 3T1 March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2021 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g) Wth respect to the other matters to be included in the Auditors 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 does not have any pending litigation which would impact its financial

position.

ii. The Company did not have any long-term contracts including derivative contracts; as such

the question of commenting on any material foreseeable losses thereon does not arise.

iii. There were no amount which was required to be transferred to the Investor Education and Protection Fund by the company.

required by the Companies fAuditnrc J

detriment in terms of Section idsMn ofT nter 2016 rthc 0rder"> bv ,hQ Central

alters specified in paragraphs 3 L a ofte ordeT. "

 Anncxurt! "A" to the Independent Auditors Report

(Referred to in paragraph 1(f) under Report on other Legal and Regulatory Requirements section of our report to the Members or Rltco Logistics Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

\Ve have audited the internal financial controls over Financial reporting of Ritco Logistics Limited ( the Company ) as of 31" March, 2021 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over Financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. .—.

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

/\ company s internal financial control over financial reporting is a process designed to provide reasona e assurance regarding the reliability of financial reporting and the preparation of Financia a ements for external purposes in accordance with generally accepted accounting principles, A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Financial Statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

I

Opinion

jn our opinion, to the best of our Information and according to the explanations given to us, the Company as, n a material respects, on adequate Internal financial controls system over fjnancia repo ing and such Internal financial controls over financial reporting were operating effective y as a 1 March, 2021, based on the internal control over financial reporting criteria esta isie y e Company considering the essential components of internal control stated in the Gui ana. Note on Audit of Internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India.

 urevB"to the Independent Auditors Report

 re(j to in paragraph 2 under Report on Other Legal and Regulatory Requirements section report to the Members of Ritco Logistics Limited of even date)

of the Companys Fixed Assets: in u

) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

. -ptie Fixed Assets have been physically verified by the management in a phased manner which, in our opinion, is reasonable having regard to the size of the company and nature of its assets, pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

[c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

2) The Company does not hold any inventories therefore, the provision of the clause 3 (ii) of the order is not applicable to the Company.

3) The Company has not granted any loans, secured or unsecured to Companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted deposits during the year and does not have any unclaimed deposits as at 31st March, 2021 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the company. Therefore, reporting under clause 3 (vi) of the order is not applicable to the Company.

7) a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has generally been regular in depositing undisputed statutory dues including Income-Tax, Goods and Services Tax and any other material statutory dues applicable to it with the appropriate authorities.

Dj According to the information and rv

respect of the above were in arrea P anatlons ^lvcn t0 us no undisputed amounts payable in the date on when they beconjpayabl 31 March 2021 for a periocl of more than 5ix monthsC) According to the information and exnianar

 of excise and service tax and vateW?"8 9VGn t0 USthere are n dUGS f inCme ** authorities on account of any dispute. ^ ^ have not been dcposited w,th the aPPropnate

J,nfenLTin repayment ^ information dnd explanation given to us, the Company has not de n Inan nr h/rrn , Oans/Brrowings taken from Banks/Financial Institutions. The company haS P 109 payable to government and no dues payable to debenture holders during

the year. K 7

9) In our opinion, and according to the information and explanations given to us, the Company has not raise any moneys by way of initial public offer or further public offer (including debt instruments). The company as spent the amount, raised through term loans, for the purpose for which such loans were availed.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of dause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

. Based upon the audit procedures performed and the information and explanations given by the management, the company hos not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

 16) The company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934.