We have audited the accompanying standalone financialstatements of CarTrade Tech Limited (“the Company”),which comprise the Balance sheet as at March 31, 2025,the Statement of Profit and Loss, including the statement ofOther Comprehensive Loss, the Statement of Cash Flowsand the Statement of Changes in Equity for the year thenended, and notes to the standalone financial statements,including a summary of material accounting policies andother explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013, as amended (“the Act”) in the mannerso required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31,2025, its profitincluding other comprehensive loss, its cash flows and thechanges in equity for the year ended on that date.
We conducted our audit of the standalone financialstatements in accordance with the Standards on Auditing(SAs), as specified under section 143(10) of the Act.Our responsibilities under those Standards are furtherdescribed in the ‘Auditor's Responsibilities for the Audit ofthe 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 CharteredAccountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements underthe provisions of the Act and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on thestandalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the financial year endedMarch 31, 2025. These matters were addressed in thecontext of our audit of the standalone financial statements asa whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters. For each matterbelow, our description of how our audit addressed the matteris provided in that context.
We have determined the matters described below to bethe key audit matters to be communicated in our report.We have fulfilled the responsibilities described in the Auditor'sresponsibilities for the audit of the standalone financialstatements section of our report, including in relation to thesematters. Accordingly, our audit included the performance ofprocedures designed to respond to our assessment of therisks of material misstatement of the standalone financialstatements. The results of our audit procedures, includingthe procedures performed to address the matters below,provide the basis for our audit opinion on the accompanyingstandalone financial statements.
Key audit matters
How our audit addressed the key audit matter
Carrying value of Goodwill
The Company carries goodwill of '. 78,409.27 lakhs of ason March 31, 2025 in these standalone financial statements.Management performs an annual impairment assessment ofGoodwill, as detailed in note 2.2 (a) under material accountingpolicies read with note 4, to determine whether the recoverablevalue is below the carrying amount.
The assessments made by the management involve significantestimates and judgments, including revenue growth rates, netprofit margin and perpetual growth rates used to estimatefuture cash flows and discount rates applied to theseforecasted future cash flows. These estimates and judgmentsmay be affected by unexpected changes in future market oreconomic conditions or discount rates applied.
Our audit procedures included the following:
• We obtained an understanding of and evaluated theprocess and controls designed and implemented bythe management to assess the potential impairment.
• We evaluated the methods and models used todetermine whether the recoverable amounts wereappropriate by comparing them with the requirementsof Ind AS 36 - Impairment of assets.
• We obtained and assessed management'sidentification and evaluation of Cash Generating Unit(CGU). We obtained the analysis performed by themanagement to determine impairment of Goodwillbased on future cash flows.
We considered this as key audit matter because of the
•
We obtained valuation assessment and report from
significant judgement and management estimates involved
management's expert and independently assessed
around impairment assessment
the reasonableness of key inputs, such as thediscount rates and growth rates, by comparison toexternally available industry, economic and financialdata and the Company's own historical data andperformance. We have tested the revenue growthand other operational assumptions by comparing withhistorical data and discussion with management.
We assessed the disclosures made in the standalonefinancial statements.
Impairment on investment in subsidiaries
Annually, the Management assesses the existence of
impairment indicators for each non-current investment andin case of occurrence, such investments are subjected to an
We obtained an understanding of the Company's
impairment test.
processes with respect to assessment of impairment,evaluated the design and tested the operating
As a result, the Company performed an impairmentassessment by comparing the carrying value of these
effectiveness of such controls.
investments to their recoverable amount to determine whether
We evaluated the methods and models used to
an impairment was required to be recognized, as detailed in
determine whether the recoverable amounts were
Note 2.2 (l) of material accounting policies read with Note 5 to
appropriate by comparing them with the requirements
the standalone financial statements to determine whether the
of Ind AS 36 - Impairment of assets.
recoverable amount is below the carrying amount.
We evaluated the Company's valuation methodology
The assessments made by the management involve significant
applied in determining the recoverable amount.
estimates and judgments, including revenue growth rates, net
In making this assessment, we also assessed
profit margin and perpetual growth rates used to estimate
the objectivity and independence of Company's
future cash flows and discount rates applied to these
specialists involved in the process.
forecasted future cash flows.
These estimates and judgments may be affected by
unexpected changes in future market or economic conditions
the reasonableness of key inputs, such as the
or discount rates applied.
discount rates and growth rates, by comparison toexternally available industry, economic and financial
We considered this as key audit matter since this is a significant
data and the Company's own historical data and
non routine transaction and it involves significant judgement
performance. We have tested the revenue growth
and management estimates around impairment assessment.
and other operational assumptions by comparing withhistorical data and discussion with management.
We tested the arithmetical accuracy of the models.
We assessed whether the disclosures made instandalone financial statements, are in accordance withthe requirements of the Indian Accounting Standards.
The Company's Board of Directors is responsible for theother information. The other information comprises theinformation included in the Annual report, but does notinclude the standalone financial statements and our auditor'sreport thereon.
Our opinion on the standalone financial statements does notcover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether such other informationis materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appearsto be materially misstated. If, based on the work we haveperformed, we conclude that there is a material misstatementof this other information, we are required to report that fact.We have nothing to report in this regard.
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these standalone financial statements thatgive a true and fair view of the financial position, financialperformance including other comprehensive loss, cashflows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specifiedunder section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015, as amended.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and the design, implementation and maintenanceof adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone financial statements that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using thegoing concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations, orhas no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• I dentify and assess the risks of material misstatementof the standalone financial statements, whether due tofraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequateinternal financial controls with reference to financialstatements in place and the operating effectivenessof such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's abilityto continue as a going concern. If we conclude thata material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosuresin the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditionsmay cause the Company to cease to continue asa going concern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the standalone financialstatements for the financial year ended March 31, 2025 andare therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludespublic disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter shouldnot be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor's Report) Order,2020 (“the Order”), issued by the Central Governmentof India in terms of sub-section (11) of section 143 ofthe Act, we give in the “Annexure 1” a statement on thematters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to
the extent applicable, that:
(a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit;
(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those booksexcept for the matters stated in the paragraph (i)(vi) below on reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Lossincluding the Statement of Other ComprehensiveLoss, the Statement of Cash Flows and Statementof Changes in Equity dealt with by this Report arein agreement with the books of account;
(d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withCompanies (Indian Accounting Standards) Rules,2015, as amended;
(e) On the basis of the written representations receivedfrom the directors as on March 31, 2025 takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31,2025 frombeing appointed as a director in terms of Section164 (2) of the Act;
(f) The modification relating to the maintenance ofaccounts and other matters connected therewithare as stated in paragraph (b) above on reportingunder Section 143(3)(b) and paragraph (i)(vi)below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internalfinancial controls with reference to thesestandalone financial statements and the operatingeffectiveness of such controls, refer to our separateReport in “Annexure 2” to this report;
(h) I n our opinion, the managerial remuneration forthe year ended March 31, 2025 has been paidand provided by the Company to its directors inaccordance with the provisions of section 197 readwith Schedule V to the Act;
(i) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to thebest of our information and according to theexplanations given to us:
i. The Company does not have anypending litigations which would impact itsfinancial position;
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses;
iii. There were no amounts which were requiredto be transferred to the Investor Educationand Protection Fund by the Company.
iv. a) The management has represented that,
to the best of its knowledge and belief,no funds have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the Company to or inany other persons or entities, includingforeign entities (“Intermediaries”), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall, whether, directly or indirectly lendor invest in other persons or entitiesidentified in any manner whatsoever byor on behalf of the Company (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries;
b) The management has represented that,to the best of its knowledge and belief,no funds have been received by theCompany from any persons or entities),including foreign entities (“FundingParties”), with the understanding,whether recorded in writing or otherwise,that the Company shall, whether, directlyor indirectly, lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalf of theFunding Party (“Ultimate Beneficiaries”)or provide any guarantee, securityor the like on behalf of the UltimateBeneficiaries; and
c) Based on such audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, nothing has cometo our notice that has caused us tobelieve that the representations undersub-clause (a) and (b) contain anymaterial misstatement.
v. No dividend has been declared or paid duringthe year by the Company.
vi. Based on our examination which includedtest checks, the Company has usedaccounting software for maintaining its booksof account which has a feature of recordingaudit trail (edit log) facility and the same hasoperated throughout the year for all relevanttransactions recorded in the software exceptthat, audit trail feature is not enabled for directchanges to data when using certain accessrights for the entire year, as described in note38 to the standalone financial statements.Further, during the course of our audit wedid not come across any instance of audittrail feature being tampered with, in respectof accounting softwares where the audit trailhas been enabled. Additionally, the audit trailof previous year has been preserved by thecompany as per the statutory requirements forrecord retention, to the extent it was enabledand recorded in the previous year, as stated innote 38 to the standalone financial statements.
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Mumbai Membership Number: 048966
May 07, 2025 UDIN: 25048966BMNXHH8495