Caro Holdings Inc.

Caro Holdings Inc.

Company purpose and offerings

• Develops integrated B2B, B2C, and D2C digital solutions for small to mid-sized retailers pursuing digital expansion.
• Platform includes marketing, analytics, and e-commerce functionality with data-driven personalization and a scalable infrastructure designed for cost-effective growth.
• Launching specialized marketplaces for service providers across industries to validate technology through operational implementations in select verticals.
• Since July 2025, offers an AI automation framework for small and mid-sized businesses that manages the customer journey from outreach to conversion and integrates with existing CRM platforms to streamline acquisition workflows.
• Provides AI automation tools targeted at public-company needs, including investor relations, reporting, compliance, and stakeholder communications. Additional solutions for financial reporting and market intelligence are in development.

Business model and customers

• Historical audited revenue: $11,254 for the year ended March 31, 2026; $36,319 for the year ended March 31, 2025.
• Marketing strategy emphasizes partner recruitment, brand messaging alignment, and channel partnerships to grow digital infrastructure services.

People and governance

• The report describes periods when the company had no employees; a sole officer/director furnished time to the company at no cost. Governance sections identify executive officers, including CEO and COO, who have been appointed to lead operations.

Financial position (selected figures)

• Total current assets: $262,757 (March 31, 2026); $256,104 (March 31, 2025).
• Total assets: $437,831 (March 31, 2026); $468,034 (March 31, 2025).
• Total current liabilities: $1,986,308 (March 31, 2026); $1,600,408 (March 31, 2025).
• Total liabilities: $1,986,308 (March 31, 2026); $1,600,408 (March 31, 2025).
• Stockholders’ deficit: $(1,548,477) (March 31, 2026); $(1,132,374) (March 31, 2025).
• Net loss: $(407,797) for the year ended March 31, 2026; $(692,956) for the year ended March 31, 2025.
• Net loss per share (basic and diluted): $(0.01) for 2026; $(0.02) for 2025.
• Weighted-average common shares outstanding: 37,175,808 (2026); 36,910,898 (2025).
• Auditor qualification: auditors expressed substantial doubt about the company’s ability to continue as a going concern; the company relies on raising additional capital and other funding to operate.

Significant acquisitions and corporate actions

• Noise Comms Ltd software license (effective December 29, 2022): acquisition of a Unified Communications Platform in exchange for 20,000,000 common shares valued at $258,000.
• Acquisition undertaking (November 14, 2023): proposed acquisition of a spirits-industry marketplace, with up to 12,550,000 shares issuable to the acquiree based on milestone achievements; the acquiree would become a wholly owned subsidiary and an escrow arrangement tied to milestones was established.
• January 2026: commissioned development of a proprietary multi-tenant platform combining AI-powered voice communications, CRM, customer support tooling, and billing in a single architecture.
• June 12, 2026: entered an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp. to purchase a 49% undivided interest in certain mining properties in Tanzania in exchange for 20,000,000 shares at a deemed value of US$0.50 per share (details filed in a Form 8-K).

Corporate information

• Principal address: 7 Castle Street, Sheffield, UK, S3 8LT.
• Telephone: +1 (786) 755-3210.
• Website: www.caroholdings.com.
• Common stock quoted on the OTC Markets Group.
• Registrar/transfer agent: ClearTrust, LLC.
• As of June 29, 2026: 38 registered shareholders; 40,652,429 shares outstanding; common stock issued and outstanding reported as 37,175,808 shares.

Operations and risk

• Describes itself as a small, early-stage development company with minimal revenues and limited cash on hand, relying on equity and debt to fund operations.
• Notes the potential need for mergers or acquisitions to create value, with anticipated dilutive effects on existing shareholders.
• Identifies regulatory, environmental, and cybersecurity factors as considerations that affect operations and disclosure.

Revenue recognition and accounting context

• Recognizes revenue under ASC 606 for monthly online e-commerce services that enable users to set up online shops.
• Intangible asset related to the Noise Comms software: as of March 31, 2026, the net value of the intangible asset was $175,074 and is subject to amortization.
• Multiple convertible notes and promissory notes are outstanding, including related-party transactions and related-party debt.

Summary

Caro Holdings Inc. is an early-stage developer of digital commerce and marketing platforms for SMBs, with AI-enabled automation and marketplace initiatives. The company has limited revenue, a reported stockholders’ deficit and going-concern risk, a history of share-based acquisitions and milestone-driven transactions, and financing supported by debt and equity instruments.