Ashapura Logistics Ltd Auditor Reports

To,

The Board of Directors, Ashapura Logistics Limited

(Formerly known as "Ashapura Forwarders Private Limited") B-902, Shapath Hexa, Sarkhej - Gandhinagar Highway, Opposite High Court, near Sola Bridge, Vishwas City 1, Sola, Ahmedabad, Gujarat 380060, India. Dear Sirs,

1. We have examined the attached Restated Consolidated Financial Information of Ashapura Logistics Limited (Formerly known as Ashapura Forwarders Private Limited) (the "Company") and its subsidiaries (the Company and its subsidiaries together referred to as the "Group"), its associates, comprising the Restated

Consolidated Statement of Assets and Liabilities as at March 31, 2024, 2023 and 2022, the Restated Consolidated Statements of Profit and Loss for the years ended March 31, 2024, 2023 and 2022, the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for the years ended March 31, 2024, 2023 and 2022, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Consolidated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 15^th July, 2024 for the purpose of inclusion in the Red Herring Prospectus/Prospectus ("DRHP/RHP/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 ("ICDR Regulations"); and

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

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial

Information for the purpose of inclusion in the RHP/Prospectus to be filed with NSE Emerge, in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in note 1 to the Restated Consolidated Financial Information.

The Board of Directors of the companies included in the Group and of its associates responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Group and its associates complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated Financial Information taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter 01^st October, 2023 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 Consolidated Financial Information; 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 with the IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from:

a. Audited Consolidated financial statements of the Group and its associates as at and for the year ended March

31, 2024, 2023 and March 31, 2022 prepared in accordance with the Accounting Standards (referred to as "AS") as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 15^th July, 2024, 09^th September, 2023 and 31^st August, 2022, respectively.

5. For the purpose of our examination, we have relied on: a. Auditors reports issued by us dated 15^th July, 2024 on the consolidated financial statements of the Group as at March 31, 2024 as referred in Paragraph [4] above and

b. Auditors Report issued by the Previous Auditors dated 9th September, 2023 and 31st August, 2022 on the consolidated financial statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022, as referred in Paragraph [4] above.

The audits for the financial years ended March 31, 2023 and March 31, 2022 were conducted by the Companys previous auditors, Arpan Shah & Associates (FRN: 125049W) , (the "Previous Auditors"), and accordingly reliance has been placed on the consolidated statement of assets and liabilities and the consolidated statements of profit and loss, statements of changes in equity and cash flow statements, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "2023 and 2022 Consolidated Financial Information") examined by them for the said years. The examination report included for the said years is based solely on the report submitted by the Previous Auditors.

6. As indicated in our audit reports referred above: a) We did not audit the financial statements of Ashapura Logistics Limited ( 5 Branch and HO) included in the consolidated financial statements of the companies included in the Group whose financial statements share of total assets and total revenues included in the consolidated financial statements, for the relevant years (i.e. year ended 31^st March, 2023 and 2022) is tabulated below, which have been audited by other auditors, Arpan Shah & Associates (FRN: 125049W), and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

Parent company (Ashapura Logistics Limited) ( in lakhs)

Particulars	As at/ for the year ended	As at/ for the year ended March
	March 31, 2023	31, 2022
Total assets	8199.00	8648.63
Total revenues	17200.76	14780.78
Net cash inflows/ (outflows)	7.83	36.62

b) We did not audit the financial statements of 3 subsidiaries and 1 associate whose share of total assets, total revenues, net cash inflows / (outflows) and share of profit/ loss in its associates included in the consolidated financial statements, for the relevant years (i.e. year ended 31^st March, 2023 and 2022) is tabulated below, which have been audited by other auditors, Arpan Shah & Associates (FRN: 125049W), and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amount and disclosures included in respect of these components, is based solely on the reports of the other auditors: Subsidiary 1: Amanzi International Private Limited ( in lakhs)

Particulars	As at/ for the year ended March 31, 2023	As at/ for the year ended March 31, 2022
Total assets	93.63	93.71
Total revenue	0.69	1.54
Net cash inflows/ (outflows)	-0.27	-13.78
Share of profit/ loss in its associates	NA	NA
Share of profit/ loss in its joint ventures	NA	NA

Subsidiary 2: Ashapura Warehousing Private Limited ( in lakhs)

	As at/ for the year ended March	As at/ for the year ended March
Particulars	31, 2023	31, 2022
Total assets	1188.93	960.27
Total revenue	672.20	443.64
Net cash inflows/ (outflows)	44.84	-55.49
Share of profit/ loss in its associates	NA	NA
Share of profit/ loss in its joint ventures	NA	NA

Subsidiary 3: Jai Ambe Transmovers Private Limited ( in lakhs)

Particulars	As at/ for the year ended March	As at/ for the year ended March
	31, 2023	31, 2022
Total assets	3081.83	3582.63
Total revenue	7805.89	7486.23
Net cash inflows/ (outflows)	-27.48	36.35
Share of profit/ loss in its associates	NA	NA
Share of profit/ loss in its joint ventures	NA	NA

7. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the Previous Auditors and for the respective years, we report that the Restated Consolidated Financial Information: have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2023 and 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the period ended March 31, 2024.

There were no qualifications in the audit report issued by Arpan Shah & Associates (FRN: 125049W) for the financial year ended March 31, 2023 and March 31, 2022 which would require adjustments in this restated financial statement of the company.

have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim consolidated financial statements and audited consolidated 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 the Previous Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein. We did not perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions and accordingly, we express no such opinion thereon. 10. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 11. Our report is intended solely for use of the Board of Directors for inclusion in the RHP/Prospectus to be filed with NSE Emerge, in connection with the proposed IPO. Our report should not be used, referred to, or distributed for 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 Talati & Talati LLP.
Chartered Accountants
(Firm Reg. No: 110758W/W100377)
Place of signature: Ahmedabad	(CA Kushal Talati)
Date: July 23, 2024	Partner
Membership No. 188150
UDIN: 24188150BKACVW5458