h) Provision for Expected credit losses of Trade Receivable and Contract Assets
The Company creates provision based on days past due for Company's of various customer segments that have similar loss patterns (i.e., by customer type).
Trade receivables and contract assets do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivable balances and historical experience adjusted for forward-looking estimates. Individual trade receivables and contract assets are written off when management deems them not to be collectible. For details of allowance for doubtful debts please refer Note 8 and 6.1.
i) Defined Benefit plans
The cost of the defined benefit gratuity plan and other post-employment benefit and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves
making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate and future salary increases. Due to complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. The mortality rate is based on publicly available mortality table in India. The mortality tables tend to change only at interval in response to demographic changes. Further salary increases and gratuity increases are based on expected future inflation rates.
2.4 New and amended standards
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 April 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) Amendments to Ind AS 21 - Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment Rules, 2025, which amend Ind AS 21, The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025. When applying the amendments, an entity cannot restate comparative information.
The amendments do not have a material impact on the Company’s standalone financial statements.
(ii) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non¬ current Liabilities with Covenants
In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.
If there is a breach of a material covenant of a long term loan arrangement on or before the end of the reporting period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees—after the reporting period but before the financial statements are approved for issue— not to demand repayment for at least 12 months as a consequence of the breach, this shall be treated as an adjusting event. Accordingly, the entity is not required to classify the liability as current.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025 retrospectively in accordance with Ind AS 8.
The amendments do not have a material impact on the Company’s standalone financial statements.
(iii) Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
In August 2025, the MCA notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments do not have a material impact on the Company’s standalone financial statements.
(iv) International Tax Reform-Pillar Two Model Rules - Amendments to Ind AS 12
In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECD’s BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes
arising from the jurisdictional implementation of the Pillar Two model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 April 2025, but not for any interim periods ending on or before 31 March 2026.
The amendments had no impact on the Company’s standalone financial statements as the Company is not in scope of the Pillar Two model rules.
2.5 Standards notified but not yet effective
The new and amended standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company will adopt these amendments to the standards, when they become effective.
(i) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non¬ current Liabilities with Covenants
In accordance with Ind AS 1 currently applicable, breach of an immaterial covenant is ignored deciding in current vs. non-current classification of liabilities. Also, in case of breach of a material covenant of a non-current loan on or before the reporting date, the entity can obtain waiver from the lender after the reporting date and continue to classify the loan as non-current liability.
In accordance with changes to Ind AS 1 already notified by the MCA, the above relaxations to classify loan as non-current liability will not be available from FY 2026-27 onward and need to be applied retrospectively. Consequently:
• A breach of either material or immaterial covenant will trigger current classification of liability.
• To continue classifying loan as non-current liability, entities will need to obtain waiver from the breach on or before the reporting date.
The amendment is not expected to have any impact on the Company’s standalone financial statements.
Note on Goodwill
The goodwill of Rs. 78,409.27 lakhs was created on merger of Automotive Exchange Private Limited ('AEPL') with an appointed date of April 1,2017. By acquisition of this business the Company was able to bring synergies of the brand name and trade mark as well as that of their franchisee business. Accordingly, for the purpose of testing impairment of goodwill allocated to this transaction, the "website services and fees" is considered as one Cash Generating Unit (CGU). The Company evaluates goodwill for impairment annually. The Company performed its annual impairment test for years ended March 31, 2026 and March 31, 2025 on respective balance sheet dates. The recoverable amount of the CGU exceeded its carrying amount. The recoverable amount of this CGU is determined based on its value in use as per requirement of Ind AS 36. The value in use is computed as per Discounted Cash Flow
method, covering generally a period of five years which are based on key assumptions such as margins, expected growth rates based on past experience and Management’s expectations/extrapolation of normal increase/steady terminal growth rate and appropriate discount rates that reflects current market assessments of time value of money. The management believes that any reasonable possible change in key assumptions on which recoverable amount is based is not expected to cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit. Due to use of significant unobservable input to compute the fair value, it is classified as level 3 in the fair value hierarchy as per the requirement of Ind AS 113. Refer to the key assumptions below:
i) The Company holds 100% stake in Sobek Auto India Private Limited (‘Sobek’). The Company performed its annual impairment test for the years ended March 31, 2026 and March 31, 2025 on respective balance sheet dates. The recoverable amount exceeded its carrying amount.The recoverable amount was determined based on its value in use as per requirement of Ind AS 36. The value in use was computed as per Discounted Cash Flow method, covering a period of five years which are based on key assumptions such as margins, expected growth rates based on past experience and Management’s expectations/extrapolation of normal increase/steady terminal growth rate and appropriate discount rates that reflects current market assessments of time value of money. These assumptions were based on the observed industry trends, projections made by Sobek's senior management and past performance of Sobek. The recoverable amount was higher than the carrying value of investment in Sobek and hence no impairment was recorded.
ii) The Company holds 55.43% stake in Shriram Automall India Limited ('SAMIL'). The Company performed its annual impairment test for the years ended March 31, 2026 and March 31, 2025 on respective balance sheet dates. The recoverable amount exceeded its carrying amount. The recoverable amount was determined based on its value in use as per requirement of Ind AS 36. The value in use was computed as per Discounted Cash Flow method, covering a period of five years which are based on key assumptions such as margins, expected growth rates based on past experience and Management’s expectations/extrapolation of normal increase/steady terminal growth rate and appropriate discount rates that reflects current market assessments of time value of money. These assumptions were based on the observed industry trends, projections made by SAMIL's senior management and past performance of SAMIL. The recoverable amount was higher than the carrying value of investment in SAMIL and hence no impairment was recorded.
(iii) Terms/rights attached to equity shares
(a) Voting rights
The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, in proportion of their shareholding.
(b) Dividend distribution rights:
The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. Subject to the provisions of section 123 of the Companies Act, 2013, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.
(iv) During the period of five years immediately preceding the reporting date, the company has not issued any equity shares by way of bonus issue, has not issued any equity shares for consideration other than cash, and has not undertaken any buyback of its equity shares. Accordingly, there was no such transaction requiring disclosure during the said period.
(v) For details of shares reserved for issue under the share based payment plan of the Company, refer note 31.
Nature and Purpose of Reserve
a. Securities premium account
Securities premium reserve represents premium on issue of shares and can be utilised in accordance with the provisions of the Companies Act, 2013
b. Share based payment reserve
The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under employee stock option plan and will be utilised on exercise of options. (Refer Note no. 31)
c. Retained earning
Retained earnings are the profits / (losses) that the Group has earned till date, less any transfers to general reserve as well as dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. The amount is available for distribution to the shareholders.
Note 23: Employee Benefits
a) Defined Contribution Plans
The Company makes contributions towards a provident fund under a defined contribution retirement benefit plan for qualifying employees. The provident fund is administered by Employee Provident Fund Organisation. Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.
Both the employees and the Company make pre-determined contributions to the provident fund. Amount recognized as expense amounts to Rs.390.62 lakhs for the year ended March 31, 2026 (March 31, 2025: Rs.367.14 lakhs) under contributions to provident and other funds (Note 19 Employee benefits expense).
b) Defined Benefit Plans
(i) The Gratuity scheme is defined benefit plan that provides for lump sum payments to employees whose right to receive gratuity had vested at the time of resignation, retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service except in case of death.
The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit credit Method, which recognises each period, of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
(ii) The plan typically exposes the Company to actuarial risk such as interest rate risk, salary risk and demographic risk:
Interest rate risk - The defined benefit obligation is calculated using a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
Salary risk - Higher than expected increases in salary will increase the defined benefit obligation.
Demographic risk - This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
(iii) The most recent actuarial valuation of the defined benefit obligation was carried out as at March 31, 2026 by an independent actuary
(ii) Financial risk management objectives and policies
The Company’s principal financial liabilities comprise trade and other payables and lease liabilities. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade receivables, and cash and cash equivalents that derive directly from its operations. The Company holds investments mutual funds.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
28: Fair Value Measurement
Fair value of financial assets and financial liabilities that are measured at fair value on recurring basis
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. In accordance with Ind AS, the Company’s investments in debt mutual funds have been fair valued. The Company has designated investments as fair value through profit and loss. Management assessed that the carrying values of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their fair values largely due to the short-term maturities of these instruments.
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk and other price risk, such as equity price. Financial instruments affected by market risk include debt and equity investments
(b) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.
The Company has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults. The Company obtains market feedback on the creditworthiness of the customer concerned. Customer wise outstanding receivables are reviewed on a monthly basis and where necessary, the credit allowed to particular customers for subsequent sales is adjusted in line with their past payment performance. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management on a quarterly basis.
For details pertaining to trade receivables and contract assets including impairment allowance on the same refer to note 8 & 6.1, and for details pertaining to other financial assets including impairment allowance on the same refer to note 6.
(c) Financial instruments and cash deposits note
The Company invests in mutual funds with Balanced risk. The Company recognised provision for expected credit losses/ profit on its instruments at fair value through profit and loss.
The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31,2026 and March 31,2025 is the carrying amounts as per Note 5.
(d) Liquidity risk management
The following tables detail the Company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at respective reporting dates
Note 1 : Remuneration to KMP includes share based payment expenses of Rs. 95 lakhs (March 31, 2025: 503.70 lakhs) determined in accordance with applicable accounting standards and does not include the provision for gratuity and compensated absences which are determined on an actuarial basis for the Company as a whole.
Note 2: Remuneration to relatives of KMP includes share based payment expenses of Rs. 266.61 lakhs (March 31, 2025: Rs.129.01 lakhs) determined in accordance with applicable accounting standards and does not include the provision for gratuity and compensated absences which are determined on an actuarial basis for the Company as a whole.
Note 3: The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. This assessment is undertaken each financial year through examining the financial position of the related party and market in which the related party operations.
30. Capital Management
For the purpose of the company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the company. The Company does not have any external debt/ loans. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company measures underlying net debt as interest bearing lease liabilities, less cash and cash equivalents. For the purpose of capital management, total capital includes issued equity capital, share premium and all other reserves attributable to the equity holders of the Company, as applicable.
In order to maintain or achieve an optimal capital structure, the Company allocates its capital for re-investment into business based on its long term financial plans.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2026 and March 31,2025.
31. Employee Stock Option Scheme
(a) In 2010, 2012, 2014, 2016 and 2021 the Company had instituted an Equity settled “Employee Stock Option Plan 2010" (ESOP 2010), “Employee Stock Option Plan 2011" (ESOP 2011), “Employee Stock Option Plan 2014" (ESOP 2014), "Employee Stock Option Plan 2015" (ESOP 2015), "Employee Stock Option Plan 2021 (I)" [ESOP 2021 (I)], and "Employee Stock Option Plan 2021 (II)" [ESOP 2021 (II)] respectively, for its employees and directors. The “ESOP 2010", "ESOP 2011”, "ESOP 2014”, "ESOP 2015", "ESOP 2021 (I)" and "ESOP 2021 (II)" are administered through by the Nomination and Remuneration Committee (NRC). Under the scheme, the NRC has accorded its consent to grant options exercisable into not more than 447,500 (under "ESOP 2010"), 802,608 (under "ESOP 2011"), 300,710 (under "ESOP 2014"), 1,350,000 (under "ESOP 2015"), 11,34,241 [under "ESOP 2021 (I)"] and 2,000,000 [under "ESOP 2021 (II)"] Equity Shares of Rs. 10 each of the Company.
33 :Contingent Liabilities
During the year, the Company has received Show Cause cum Demand Notice from Directorate General of Goods and Services Tax Intelligence, Mumbai, on account of alleged ineligible Input tax credit availed on Offer for sale expenses incurred by the Company, proposing a demand of Rs. 1,481.88 lakhs along with interest and penalties.
The management based on the internal assessment believes that the aforesaid demand is remote and not maintainable as the impugned tax amount has already been paid, through invoices raised on the selling shareholders and no ineligible input tax credit is availed by the Company, hence the Company would receive necessary relief from the appellate authorities.
Note :
a. Increase in Profit has resulted in an increase in these ratios.
b. The increase in the ratio is primarily attributable to the addition of new leases during the year, which resulted in a corresponding increase in lease liabilities.
36: Exceptional items
The Government has notified and brought into force the Labour Codes on November 21, 2025, which consolidate and replace numerous existing labour legislations. The Company has assessed the impact of changes consistent with the Labour Codes, draft rules, FAQ and external expert’s opinion. Incremental impact on provision for gratuity of Rs. 594.03 lakhs and provision for compensated absences of Rs. 56.68 lakhs has been disclosed as exceptional item in the financial statements. The Company continues to monitor the finalisation of Central/State Rules and other clarifications from Government on Labour code and would provide appropriate accounting effect on the basis of such development as needed.
37: Other Statutory Information
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii) The Company does not have any transactions with companies struck off.
iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
38:Audit Trail Reporting
The Company has migrated to Oracle Netsuite (“new accounting software”) from Navision (“legacy accounting software”) in October 2025. The Company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except in respect of the new accounting software, which is operated by a third-party software service provider, in absence of Service Organisation Controls report which covers reporting on audit trail feature, it can’t be ascertained whether audit trail feature for direct changes to data when using certain access rights was enabled and operated throughout the year for all relevant transactions recorded in the application or whether there were any instances of the audit trail feature being tampered with. Further no instance of audit trail feature being tampered with was noted in respect of accounting software where the audit trail has been enabled. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
39 :The provision of Section 135 of the Companies Act, 2013 is applicable to the company. The Company is not required to spend on CSR basis the average net profit computed as per section 135(5) of Companies Act 2013.
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