Year End :2024-03

The Board of Directors take pleasure in presenting the twenty fourth Annual Report covering the highlights of the business and operations of CarTrade Tech Limited (the “Company”) along with the Audited Financial Statements of the Company (standalone and consolidated) for the financial year ended March 31,2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

	Standalone			Consolidated
Particulars	March	March	Y-o-Y	March	March	Y-o-Y
	31, 2024	31, 2023	Change	31, 2024	31, 2023	Change
Income
Revenue from operations	18,667.74	15,667.50	19.15%	48,994.62	36,373.92	34.70%
Less- Purchase of Stock-intrade (Inc. Inventory Change)	-	132.32		-	645.90
Net revenue from operations	18,667.74	15,535.18	20.16%	48,994.62	35,728.02	37.13%
Other income	4,627.01	4,958.99	(6.69%)	6,528.07	6,398.25	2.03%
Net Revenue	23,294.75	20,494.17	13.67%	55,522.69	42,126.27	31.80%
Employee cost excluding ESOP	10,109.05	8,479.49	19.22%	22,600.16	17,739.04	27.40%
Marketing	2,433.11	2,267.89	7.29%	2,860.74	2,572.31	11.21%
Other expenses	2,758.72	2,406.04	14.66%	13,588.18	9,323.36	45.74%
Total expenses	15,300.88	13,153.43	16.33%	39,049.08	29,634.71	31.77%
Adjusted EBITDA	7,993.87	7,340.74	8.90%	16,473.61	12,491.56	31.88%
Adjusted EBITDA %	34%	36%		30%	30%
ESOP	1,774.72	2,694.56	(34.14%)	2,006.00	2,793.88	(28.20%)
Dividend Income	-	665.22		-	-
Finance cost	54.19	60.15	(9.90%)	924.66	767.19	20.53%
Depreciation and amortization expense	808.35	611.24	32.25%	3,739.31	2,873.89	30.11%
Profit before tax from Continuing Operations	5,356.60	4,640.01	15.44%	9,803.64	6,056.60	61.87%
Tax expenses	758.16	-		1,526.75	850.95	79.42%
Deferred tax adjustment	379.67	1,380.24	(72.49%)	63.75	1,162.28	(94.52%)
Profit After Tax for Continuing Operations	4,218.77	3,259.77	29.42%	8,213.14	4,043.37	103.13%
Loss from Discontinued Operation (net of tax)	-	-		(6,215.35)	-
Profit for the year	4,218.77	3,259.77	29.42%	1,997.79	4,043.37	(50.59%)

Notes: Ihe above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the Indian Accounting Standards (Ind AS).

OPERATIONS AND COMPANY’S PERFORMANCE

The financial statements for the FY24 have been prepared in accordance with Indian Accounting Standards (“IndAS”) as prescribed under the Companies Act, 2013 read with rules framed thereunder (the “Act”) and other accounting principles generally accepted in India.

The consolidated financial statements of the Company include the performance of its subsidiaries and depicts the comprehensive performance of the group.

During the year under review, the Company’s revenue from operations on a consolidated basis was ' 48,994.62 lakhs as against ' 36,373.92 lakhs in the previous FY23 The Company has earned a net profit of ' 8,213.14 lakhs during FY24 against a net profit of ' 4,043.37 lakhs in the previous FY23 from continuing operation.

During the year under review, the Company acquired 100% stake in Sobek Auto India Private Limited (“OLX”), comprising of OLX’s Classifieds and Auto Transactions business in India for ' 523.85 crores, from OLX India BV (OIBV) on August 11,2023.

OLX is one of India’s leading classifieds players with more than 100 million app downloads. It operates in 12 broad categories including cars, bikes, real estate, electronics, etc. The platform attracts approximately 35 million average monthly unique visitors, approximately 32 million listings a year, and around 30,000 dealers. CarTrade Tech group along with OLX will get approximately 68 million average monthly unique visitors and have 32 million listings annually. The combined vehicles auctioned will be approximately 1.3 million annually. Further on October 25, 2023, OLX has made a strategic decision to shut down its C2B operations of auto transaction business due to challenges in units economics.

The standalone financial statements of the Company reflect the performance of the Company on standalone basis. During the year under review, the Company’s revenue from operations on a standalone basis was ' 18,667.74 lakhs as against ' 15,667.50 lakhs in the previous FY23. The Company has earned a net profit of ' 4,218.78 lakhs during FY24 as against a net profit of ' 3,259.77 lakhs in the previous FY23.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves during the financial year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to the investor education and protection fund pursuant to the provisions of Section 125 of the Act during the financial year under review.

DIVIDEND

In compliance with the provisions of Companies Act, 2013, the Board of Directors of the Company do not recommend any dividend for the Financial Year ended March 31,2024.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the Board of Directors of the Company (the “Board”) has formulated, approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend to shareholders. The Dividend Distribution Policy of the Company is also available on the Company’s website at https://static.cartradetech. com/pdf/corporate-governance/CT-Dividend-Policy.pdf.

TECHNOLOGY DRIVEN ORGANISATION

Going hand in hand with the latest technological developments, the Company offers multi-channel auto platform with coverage and presence across vehicle types and value-added services. The platforms operate under several brands namely: CarWale, CarTrade, Shriram Automall, BikeWale, CarTradeExchange, Adroit Auto and OLX India. Through these platforms, the Company enables new and used automobile customers, vehicle dealerships, vehicle OEMs and other businesses to buy and sell their vehicles in a simple efficient and hassle-free manner. With focus on technology initiatives we endeavour to provide quality services to our customers with effective monitoring and reporting mechanism

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the IndAS. The audited consolidated financial statements together with the Independent Auditor’s Report thereon forms a part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary companies upon a request by any member of the Company. The members can place a request by sending an e-mail at investor@cartrade.com upto the date of the 24th annual general meeting. The financial statements (Standalone and Consolidated) of the Company, along with other relevant documents and the financial statements of the subsidiary companies would also be available on the Company’s website at https://www.cartradetech.com/.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES;

As on April 01, 2023, the Company had three direct subsidiaries and three step down subsidiaries.

During the year under review, the Company had acquired 100% stake in Sobek Auto India Private Limited on August 11,2023. As on March 31,2024, the Company had four direct subsidiaries and three step down subsidiaries. There are no joint venture or associate company within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiary/step down subsidiary Companies. The details of the subsidiaries and step down subsidiaries of the Company are provided below.

Sr. No.	Name of the Company	Subsidiary/ JV/ Associate
1.	M/s Sobek Auto India Private Limited	Subsidiary
2.	M/s Shriram Automall India Limited	Subsidiary
3.	M/s CarTradeExchange Solutions	Step down
	Private Limited	Subsidiary

Sr. No.	Name of the Company	Subsidiary/ JV/ Associate
4.	M/s Adroit Inspection Services Private Limited	Step down Subsidiary
5.	M/s Augeo Asset Management Private Limited	Step down Subsidiary
6.	M/s CarTrade Foundation	Subsidiary
7	M/s CarTrade Finance Private Limited	Subsidiary

1. Sobek Auto India Private Limited (“OLX”);

During the financial year under review, the Company had acquired 75,09,847 equity shares of Sobek Auto India Private Limited (“OLX”) from its holding company OLX India B.V on August 11, 2023. Pursuant to the said acquisition, OLX became a material unlisted wholly owned subsidiary of the Company.

OLX is India’s largest online classifieds platform, to buy and sell used products. OLX operates in over 12 broad categories across India. These main categories include Auto, Real estate, Mobiles/Electronics, Furniture, etc. Sellers can list multiple products and upload their advertisements, including pictures, titles, descriptions, and expected sales prices. Buyers can browse through the listings, contact sellers directly, negotiate, and then purchase items from the seller. Characteristics such as strong brand, cutting edge technology and huge organic traffic make OLX India the go-to classified platform for dealers and consumers. The platform connects millions of buyers and sellers, thus enabling safe and easy trade. During the period under review, the total income from operation was ' 10,945.89 lakhs (previous year: Nil) and the net profit was ' 2,714.15 lakhs (previous year - Nil) for the consolidation period i.e. from August 12, 2023 to March 31,2024 from continuing operation.

2. Shriram Automall India Limited (“SAMIL”);

SAMIL, material unlisted subsidiary of the Company provides fee-based facilitation services for the sale of pre-owned commercial and passenger vehicles, agricultural and construction equipment, dealer’s stock of pre-owned two wheelers, etc. repossessed by banks and financing companies. SAMIL has Automalls located across the country. As per the audited financial statements for the year ended March 31, 2024, its total income from operations and Net Profit was ' 15,254.80 lakhs (previous year: ' 16,409.89 lakhs) and ' 703.05 lakhs (previous year: ' 1,158.52 lakhs) respectively.

3. CarTradeExchange Solutions Private Limited (“CTE”);

CTE is engaged in the business of facilitation services for sale and disposal of new/used and/or repossessed/

refurbished vehicles through online bidding platform. During the year under review, the total income from operation was ' 2,313.25 lakhs (previous year: ' 2,530.09 lakhs) and the net profit was ' 926.89 lakhs (previous year: ' 711.29 lakhs).

4. Adroit Inspection Services Private Limited (“Adroit”);

Adroit is a prominent Company strategically engaged in automobile inspection, valuation, certification and other allied service in the automobile segment. The Adroit renders most effective services to diverse ensemble of clients which includes general insurance Companies, financial institutions, NBFCs and Banks.

During the year under review, the total income from operations was ' 1,952.53 lakhs (previous year: ' 2,075.67 lakhs) and the net profit was ' 58.79 lakhs (previous year: ' 12.63 lakhs).

5. Augeo Asset Management Private Limited (“AUGEO”);

AUGEO is engaged in the business of providing “E-listing and Auction” platform to facilitate trade of Plant and Machinery, Properties, Salvage/scrap, Commodities and others (excluding automobiles), primarily in the Insolvency and Bankruptcy Code (IBC) business space and related auction services.

During the year under review, the total income from operation was ' 100.31 lakhs (previous year: ' 113.50 lakhs) and the net profit incurred was ' 63.24 lakhs (previous year loss of: ' 38.93 lakhs).

6. CarTrade Foundation;

During the year under review, the Company’s Corporate Social Responsibility arm, CarTrade Foundation Launches DriveASmile Initiative to Uplift India’s 37 million Mobility Workers. DriveASmile is a digital marketplace that connects family of needy people from mobility sector (taxi drivers, food delivery boys, workers of ancillary and auto factories, petrol pump workers, automobile dealer employees, etc.) with individual donors and donor organisations. This platform provides a streamlined and transparent means for donors to make a meaningful impact on the lives of those encountering financial challenges within the mobility sector. The total donation received was ' 30.94 lakhs (previous year: Nil) and the net deficit was ' 0.34 lakhs (previous year: Nil).

7. CarTrade Finance Private Limited (“CTF”);

CTF is yet to start its business activities.

Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement

containing salient features of the financial statement of Subsidiary Companies of the Company, in Form AOC-1 forms part of this Director’s Report and is marked as Annexure I. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the financial year ended March 31,2024.

The financial statements forming part of the Annual Report are prepared in compliance with the applicable Ind AS and SEBI Listing Regulations. Pursuant to the provisions of Section 136 of the Act, the Annual Report is available on the website of the Company at https:// cartradetech.com/annual-report.html.

The Company’s policy on material subsidiary is also available on the website at https://www.cartradetech. com/pdf/corporate-governance/CT-Policy-for-determination-of-Material-Subsidiary.pdf HUMAN RESOURCES

The Company’s focus remains towards attracting capable talent, retaining and training talent with an objective of creating a strong talent pipeline. The Company is committed towards creating a healthy and a safe environment for all its employees, promote internal talent and develop cross functional expertise. It also recognises that employees have a key role to play in achieving the Company’s growth objectives. The Company believes in creating an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. The Company’s Whistle Blower Policy encourages Directors and employees to bring to the Company’s attention, any instances of unethical behaviour, actual or suspected incidents of fraud or violation of the code of conduct. The policy framework ensures that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee and is available on the Company’s website https://static.cartradetech. com/ pdf/corporate-governance/CT-VIGIL-MECHANISM-andWhistle-Blower-Policy.pdf. The Company had a total employee base of 1,010 full-time employees as of March 31, 2024.The Company has not seen any cases of worker strikes or lockouts in FY24.

SHARE CAPITAL

Authorised Share Capital

The Company has not made any change to its authorised share capital during the financial year under review. As

on March 31, 2024, the Authorised Share Capital of the Company was ' 6,073.00 lakhs, comprising of 6,07,30,000 equity shares of ' 10/- (Indian Rupees ten only) each.

Issued Share Capital

During the year under review, the Company has made the following allotments: (i) Allotment of 5,000 equity shares of ' 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2011 vide Board Resolution dated April 28, 2023; (ii) Allotment of 1,500 equity shares of ' 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2015 vide Board Resolution dated August 10, 2023; and (iii) Allotment of 37,000 equity shares of ' 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2011 and Employee Stock Option Plan 2014 vide Circular Resolution dated March 13, 2024.

With the above allotments, the paid-up equity share capital of the Company increased from ' 4,684.43 lakhs consisting of 46,844,317 equity shares of ' 10/- each to ' 4,688.78 lakhs consisting of 46,887,817 equity shares of ' 10/-each as on March 31, 2024 and on fully diluted basis Rs. 5,146.91 lakhs consisting of 51,469,076 equity shares of Rs. 10/- each.

The Company’s equity shares are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (collectively referred to as (“Stock Exchanges”). Further, trading in the Company’s shares was not suspended during the financial year under review.

EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Company has six ESOP schemes viz., ESOP 2010, ESOP 2011, ESOP 2014, ESOP 2015, ESOP 2021 (I) and ESOP 2021 (II) (“ESOP Schemes”). Post Initial Public Offer (“IPO”) of equity shares of the Company, ESOP 2021 (I) was ratified, as per the requirements of 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations 2021”), by the members of the Company through Postal Ballot on May 03, 2022. In view of the new scheme i.e. ESOP 2021 (I) and ESOP 2021 (II) and pursuant to the shareholders’ approval dated April 29, 2021, no further grant of employee stock options will be made under the of ESOP 2010, ESOP 2011, ESOP 2014 and ESOP 2015.

The Company has amended/modified the provision of ESOP 2021 (I) to align them with the SEBI SBEBSE Regulations 2021 on the recommendation of nomination and remuneration committee and approval of the Board of Directors at their respective meetings held on July 14,

2022. Further the Company has also amended/modified the provision of ESOP 2010, ESOP 2011, ESOP 2014, ESOP 2015 and ESOP 2021(II) to align them with the SEBI SBEBSE Regulations 2021 on recommendation of nomination and remuneration committee and approval of the Board of Directors at their respective meetings held on August 27, 2022.

In accordance with the terms of the aforesaid schemes, options may be granted to employees of the Company which gives them rights to receive equity shares of the Company having face value of ' 10/- (Indian rupee ten) each on vesting. The Company confirms that the ESOP Schemes are in compliance with the SEBI SBEBSE Regulations 2021.

The Company had filed an application with the SEBI for condonation of delay for compliance of Regulation 12(3) of SEBI SBEBSE Regulations 2021 which inter-alia states that “For listing of shares issued pursuant to ESOS, ESPS or SAR, the company shall obtain the in-principle approval of the recognized stock exchanges where it proposes to list the said shares prior to the grant of options or SARs”. However, SEBI vide its letter SEBI/HO/CFD/RAC-DIL2/P/ OW/2023/29692/1 dated July 25, 2023 has approved the condonation application without levy of any penalty and advised the Company to avoid recurrences of such lapses. On receipt of the letter from the SEBI and as directed, the Company had immediately filed the application for obtaining in-principle approval as required under SEBI SBEBSE Regulations 2021 with the stock exchanges and thereafter the Company has duly received the in-principle approvals from the stock exchanges.

The Company has obtained certificate from M/s S. P. Imartey & Associates, Practicing Company Secretary, (Certificate of Practice No.4545) (Membership No. FCS 5933), Secretarial Auditors confirming that ESOP Schemes are implemented in accordance with the SEBI SBEBSE Regulations 2021 and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members electronically at the Annual General Meeting of the Company.

The details of ESOP Schemes, including terms of reference, and the requirement specified under Regulation 14 of the SEBI SBEBSE Regulations 2021, are available on the Company’s website, at https://cartradetech.com/corporate-governance.html.

The details of ESOP Schemes, form part of the notes to accounts of the financial statements in this Annual Report.

BOARD OF DIRECTORS

The Board of Directors of the Company comprises of six (6) Directors with optimum combination of Executive and Non-Executive Directors i.e., two Executive Directors, one Non-Executive Non-Independent Director and Three NonExecutive Independent Directors including two-woman Directors out of which one is an Independent Woman Director and each of them are professionals in their respective areas of specialisation and have held eminent positions as on March 31,2024.

During the year under review there was no change (appointment/resignation) in the Board of directors, However, on the recommendation of nomination and remuneration Committee, the board of directors of the Company at their meeting held on April 21, 2023, reappointed Mr. Lakshminarayanan Subramanian, Mrs. Kishori Jayendra Udeshi and Mr. Vivek Gul Asrani for the second term of 5 (five) years subject to the approval of shareholders. The Shareholders of the Company duly approved their re-appointment vide special resolution passed on May 27, 2023 through postal ballot.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 9 (nine) times during the year under review. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during FY24 are given in the Corporate Governance Report which forms part of the Annual Report. The maximum interval between two consecutive meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations.

COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following are the Statutory Committees under the Act and SEBI Listing Regulations constituted by the board which functions according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Risk Management Committee; and

• Corporate Social Responsibility Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of the Annual Report. During the year under review, all recommendations made by the various committees have been accepted by the board.

RETIREMENT OF DIRECTOR BY ROTATION

Mrs. Aneesha Bhandary (DIN 07779195), Executive Director of the Company shall retire by rotation at the ensuing 24th Annual General Meeting (AGM) of the Company and being eligible, has offered herself for reappointment. Her profile is given in the Notice of the 24th Annual General Meeting, forming part of the Annual Report. The nomination and remuneration committee and the board of directors recommend to the Members, passing of the ordinary resolution for re-appointment of Mrs. Aneesha Bhandary as Executive Director retiring by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of SEBI Listing Regulations and have complied with the code for independent directors specified under Schedule IV of the Act. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a familiarisation programme for its Independent Directors. The objective of the programme is to familiarise Independent Directors on the Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programmes which largely revolves around interaction with subject matter experts within the Company and meetings with our business leads and functional heads on a regular basis.

The familiarisation programme and other disclosures as specified under SEBI Listing Regulations is available on

the Company’s website at https://www.cartradetech.com/ pdf/corporate-governance/CT-Familiarization-Programme-for-Independent-Directors.pdf

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS, INDIVIDUAL DIRECTORS AND COMMITTEES

The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and SEBI Listing Regulations.

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for FY24. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Board’s overall effectiveness, etc. The Board has expressed their satisfaction with the evaluation process. The observations made during the evaluation process were noted by the Board.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, frequency of meetings of committee, participation of members in committee meetings, implementation of terms of reference etc. The above criteria is broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the board and the management and the openness of the management in sharing the information with the board and placing various proposals for the board’s consideration and approval.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and Chairman was evaluated. They assessed the quality, quantity and timeliness of flow of information between the Company’s management and the board.

The Independent Directors played active role in the committee meetings including Audit Committee.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the board of directors who are also members of various committees. The Board consists of directors possessing diverse skill and rich experience to enhance quality of its performance. The Company has adopted

a Policy on Board Diversity formulated by the Board of Directors. The Company’s Nomination and Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Company’s website at the web link: https://www.cartradetech.com/pdf/corporate-governance/CT-Nomination-and-Remuneration-Policy.pdf The remuneration paid to the Directors, Key Managerial Personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of SEBI Listing Regulations. Further details on the same are given in the Corporate Governance Report forming part of this Integrated Annual Report.

Mr. Vinay Vinod Sanghi, Chairman & Managing Director and Mrs. Aneesha Bhandary, Executive Director and CFO of the Company have not received any remuneration or commission from any of the subsidiary companies. Further, the Company doesn’t have any holding company.

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure II to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report.

KEY MANAGERIAL PERSONNEL

There was no change (appointment/resignation) in the Key Managerial Personnel’s namely, Managing Director, Chief Financial Officer and the Company Secretary & Compliance Officer of the Company during the financial year under review.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on the date of this report:

• Mr. Vinay Vinod Sanghi - Chairman and Managing Director;

• Mrs. Aneesha Bhandary - Executive Director and Chief Financial Officer; and

• Mr. Lalbahadur Pal - Company Secretary and Compliance Officer.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, the board, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) They have taken proper and sufficient care for the 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 fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company’s well-defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

AUDITORS AND AUDITOR’S REPORTS Statutory Auditors

Under Section 139 of the Act and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the shareholders. In line with the requirements of the Companies Act, 2013, Statutory Auditor M/s S.R. Batliboi & Associates LLP Chartered Accountants having FRN 101049W/E300004, (hereinafter

referred to as SRB) were appointed as the Statutory Auditor on account of casual vacancy due to the resignation of the previous auditor i.e. Deloitte Haskins & Sells LLP, at the extra ordinary general meeting held on October 26, 2018 to examine and audit the accounts of the Company for the FY19. Further SRB was appointed as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 19th Annual General Meeting until the conclusion of 24th Annual General Meeting, to examine and audit the accounts of the Company for the FY20 to FY24, at the 19th Annual General Meeting of the members of the Company held on October 30, 2019. The term of office of M/s S.R. Batliboi & Associates LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its meeting held on May 06, 2024, reappointed M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm registration number: 101049W/E300004) as the Statutory Auditor of the Company to hold office for a second term of four (4) consecutive years from the conclusion of the 24th AGM till the conclusion of the 28th AGM to be held in the year 2028 and will be placed for the approval of the shareholders at the ensuing AGM.

The Board recommends their reappointment to the shareholders. The notice convening the 24th AGM to be held on September 27, 2024 sets out the details with respect to the Auditors and their re-appointment.

The Auditors have confirmed that they are not disqualified and eligible for re-appointment under the Section 141 of the Act, to act as the Auditors of the Company for the 2nd term of four (4) years from FY25 to FY28. Further they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee.

Internal Auditors

M/s MGB & Co. LLP, Chartered Accountants having FRN 101169W/W-100035 were appointed as the Internal Auditors of the Company for the FY24 by the Board of Directors on the recommendation of the Audit Committee. The Internal Audit report issued by the Internal Auditors did not contain any qualification, reservation, or adverse remark and the recommendation made by the Internal Auditors were considered by the Company and also placed before the meeting of the Audit Committee and the Board of Directors.

Secretarial Auditor

The board of the Company, on the recommendation made by the Audit Committee, had re-appointed M/s S. P. Imartey

& Associates, Practicing Company Secretaries, (Certificate of Practice No.4545) (Membership No. FCS 5933), as the Secretarial Auditors to conduct an audit of the secretarial records of the Company for the FY24, based on consent received from M/s S. P. Imartey & Associates.

The Secretarial Audit Report of the Company and its material unlisted subsidiary companies i.e. M/s Shriram Automall India Limited and M/s Sobek Auto India Private Limited for the FY24 pursuant to the provisions of the Act read with Rules made thereunder and Regulation 24A of SEBI Listing Regulations, is set out in Annexure III to this Report.

The Secretarial Compliance Report received from M/s S. P. Imartey & Associates, Practicing Company Secretaries, for FY24, in relation to compliance of all applicable provisions of the Securities and Exchange Board of India (“SEBI”) Regulations/Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI Listing Regulations, is set out in Annexure IV to this Report. As required by Schedule V of SEBI Listing Regulations, the Auditors Certificate on Corporate Governance received from M/s S. P. Imartey & Associates, Practicing Company Secretaries is annexed to the Corporate Governance Report forming part of this Annual Report.

The Secretarial Audit Report and Secretarial Compliance Report of the Company, for the FY24, do not contain any qualification, reservation, or adverse remark.

CORPORATE GOVERNANCE DISCLOSURE

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations the following Reports/Certificates form part of the Annual Report:

i. the Report on Corporate Governance;

ii. the Certificate duly signed by the Chairman & Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2024 as submitted to the Board of Directors at their meeting held on May 06, 2024;

iii. the declaration by the Chairman & Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct;

iv. the Management Discussion & Analysis Report;

v. The Certificate from Practicing Company Secretary on Corporate Governance; and

vi. The certificate on non-disqualification of Directors in pursuance of Regulation 34(3) read with sub clause (i) of clause 10 of Part C of Schedule V of SEBI Listing Regulations forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (“BRSR”)

The Securities and Exchange Board of India (SEBI), vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 (one thousand) listed companies (by

market capitalisation). The BRSR maps the sustainability performance of the Company against the principles forming part of the National Guidelines on Responsible Business Conduct (NGRBC). Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR’) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of this Annual Report and is also available on the website of the Company at https://cartradetech.com/annual-report.html. ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company is available on the website of the Company at https://cartradetech.com/ annual-report.html

CREDIT RATING

During the Financial Year under review the Company has not obtained any credit rating.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code.

This Code of Conduct also includes Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which has been made available at https://www.cartradetech.com/pdf/corporate-governance/ CT-Fair-Disclosure-Code-and-Legitimate-Purpose-Policy. pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Company is committed towards providing a safe and conducive work environment to all of its employees and associates.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Prevention of Sexual Harassment Act”), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received. Further, the Policy also gives shelter to contract workers,

probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office.

The following is a summary of Sexual Harassment complaints received and closed during the FY24:

• Number of complaints of sexual harassment received in the year: 0

• Number of complaints disposed off during the year: Not Applicable

• Number of cases pending for more than ninety days: Not Applicable

• Number of workshops or awareness programmes of the POSH ACT 2013 carried out: 2 Session for all employees of the Company, on department wise on Awareness session on POSH at the workplace

• Nature of action taken by the Company to make the workplace a respectful and safe place for all employees: Posters- Awareness Sessions

DISCLOSURES AS PER THE SECTION 134 OF THE ACT READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014;

Conservation of energy, technical absorption and foreign exchange earnings and outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The Company has no major activity involving

conservation of energy;

b. The Company has no major activity involving

technology absorption;

c. The Foreign Exchange Earnings during the reporting period was ' 278.46 lakhs;

d. The Foreign Exchange Outgo during the reporting period was ' 60.97 lakhs.

Loans, guarantee or investments in securities

During the year under review, Pursuant to deal requirement/ understanding of Sobek Auto India Private Limited’s acquisition, the Company enter into Novation Agreement with OLX India Private Limited (“OLX India”) and Bizloan Private Limited (“Bizloan”) to record the terms and conditions thereto pursuant to which the Company granted an inter-corporate loan (Secured Inter Corporate Loan) not exceeding ' 40,00,00,000/- (Indian Rupees Forty Crores only) to Bizloan. Further as on March 31,2024 there is no outstanding inter-corporate loan and Bizloan has repaid all outstanding inter-corporate loan to the Company.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in Note 5 (Investments) to the standalone financial statements of the Company which forms a part of this annual report.

Contracts or arrangements with related parties

The Related Party Transactions (RPTs) were entered in ordinary course of business and on arm’s length basis and were in compliance with the provisions of the Act and SEBI LODR Regulations. There are no materially significant related party transactions made by the Company with Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the justification for entering into such contract or arrangement in Form AOC-2 is annexed to this report as Annexure V.

The Company has obtained Omnibus approval in the Audit Committee meeting for the RPTs of repetitive nature. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. The details of the transactions with related party are mentioned in the Note 29 to the standalone financial statements.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPTs’) exceeds ^1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members’ approval. In this regard, during the year under review, the Company has taken necessary Members’ approval.

Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and is uploaded on the Company’s website and can be accessed at web-link: https:// www.cartradetech.com/ pdf/corporate-governance/CTMateriality-policy-for-related-party-transactions.pdf

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company falls within the ambit of Section 135(1) and hence Corporate Social Responsibility provisions are applicable on the Company. However, since the average net profit of the Company for the preceding three financial years is negative, the Company is not required to spend any amount towards CSR activities.

The CSR Report for the FY24 is annexed to this report as Annexure VI. The composition of CSR Committee and the details of the ongoing CSR projects/ programmes/activities are included in the CSR report/ section. The CSR Policy is uploaded on the Company’s website at the web link: https://static.cartradetech.com/pdf/corporate-governance/ CT-CSR-Policy.pdf

Risk management

The Company’s Risk Management Policy deals with identification, mitigation and management of risks across the organisation. The same has been dealt with

the Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations which is provided separately in the Annual Report. The Risk Management Policy is uploaded on the Company’s website at the web link: https://static.cartradetech.com/pdf/ corporate-governance/CT-Risk-Management-Policy.pdf

Whistle blower policy/ vigil mechanism

The Company has in place vigil mechanism and whistle blower policy and has established the necessary procedures for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour, suspected or actual fraud, violation of code of conduct and personnel policies of the Company and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company’s website:https://www.cartradetech.com/ pdf/corporate-governance/CT-VIGIL-MECHANISM-and-Whistle-Blower-Policy.pdf

Cybersecurity

With the World becoming more interconnected, cyber security is now increasingly important for the safeguarding of our digital assets. During the year, our focus on our cybersecurity, personnel training, building a culture of security an collective onus, and enabling our developers with dedicated courses and resource kits, went ahead as planned, together with our overall initiatives on improving cybersecurity processes, technologies and posture.

Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has undertaken green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode. subject to certain conditions. Further, in accordance with the Circular No. 2/2022 dated May 05, 2022 read with Circular No. 02/2021 dated January 13, 2021 and Circular No. 20/2020 dated May 05, 2020 issued by the Ministry of Corporate Affairs, the Notice of the AGM including the Annual Report of the Company is being sent through electronic mode to all the Members whose e-mail addresses are registered with the Company

OTHER DISCLOSURES

i. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. For other orders, please refer to Note 33 of the standalone financial statement containing details of the contingent liabilities.

ii. The Company has neither issued equity shares with differential rights as to dividend, voting or otherwise nor issued sweat equity shares during the financial year under review.

iii. The Company has not resorted to any buy back of its equity shares during the year under review.

iv. There was no change in the nature of business of the Company.

v. The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the financial statement.

vi. During the year under review, the Company has duly complied with Secretarial Standard 1 dealing with Meetings of the Board of Directors & Secretarial Standard 2 dealing with General Meetings, as issued by the Institute of Company Secretaries of India.

vii. Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost record is not applicable to the Company.

viii. There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on March 31,2024;

ix. The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees for both the Stock Exchanges for the FY24.

x. During the year under review, there were no settlements made by the Company for any loan/borrowing taken from the Banks or Financial Institutions and hence we have no comment with regard to the details of difference between amount of the valuation done at the time of one-time settlement and the valuation

done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

xi. There was no revision of financial statements and Board Report of the Company during the financial year under review.

xii. There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

WAY FORWARD:

Going forward in financial year FY25 the Company aims to achieve consistent growth in its businesses as a part of our growth plans. We have a strong platform for progress and we look forward to working with our customers and our stakeholders to seize the opportunities that lie ahead of us.

ACKNOWLEDGEMENT

The board would like to place on record their gratitude for the guidance and cooperation extended by regulatory authorities. The Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the Customers, Banks and Financial Institutions, Group Companies and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders.

For and on behalf of the Board of Directors CarTarde Tech Limited

Vinay Vinod Sanghi Chairman and Managing Director (DIN: 00309085)

Aneesha Bhandary

Place: Mumbai Executive Director and CFO

Date: July 30, 2024 (DIN: 07779195)