Cartrade Tech Director Discussions


To,

The Members,

CarTrade Tech Limited

Your Directors take pleasure in presenting the twenty third 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, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

(All amounts inRs. lakhs, unless otherwise stated)

Standalone Consolidated

Particulars

March 31, 2023 March 31, 2022 Y-o-Y Change (%) March 31, 2023 March 31, 2022 Y-o-Y Change (%)

Income

Revenue from operations 15,667.50 12,484.60 25% 36,373.92 31,272.35 16%
Other income 5,624.21 3,211.95 75% 6,398.25 4,622.67 38%

Total revenue

21,291.71 15,696.55 36% 42,772.17 35,895.02 19%

Purchase of Stock-in-trade (Including Inventory Change)

132.32 875.02 (85)% 645.90 875.02 (26)%

Total Net Revenue (A)

21,159.39 14,821.53 43% 42,126.27 35,020.00 20%

Employees benefit expense (Excluding ESOP)

8,479.49 6,753.26 26% 17,739.04 14,758.58 20%
Marketing 2,267.89 1,993.16 14% 2,572.31 2,130.03 21%
Other expenses 2,406.05 2,300.57 5% 9,323.36 8,406.00 11%

Total expenses (B)

13,153.43 11,047.00 19% 29,634.71 25,294.61 17%

Adjusted EBITDA (C=A-B)

8,005.96 3,774.53 112% 12,491.56 9,725.39 28%

Adjusted EBITDA % (D=C/A)

38% 25% 30% 28%
Finance cost 60.15 67.19 (10)% 767.19 645.21 19%

Depreciation and amortisation expense

611.24 488.02 25% 2,873.89 2,473.61 16%

Adjusted Profit Before Tax

7,334.57 3,219.32 128% 8,850.48 6,606.57 34%
Tax expenses - - - 850.95 954.57 -

Adjusted PAT

7,334.57 3,219.32 128% 7,999.53 5,652.00 42%
Deferred tax adjustment 1,380.24 (586.47) 335% 1,162.28 (731.09) 259%
ESOP 2,694.56 18,412.43 (85)% 2,793.88 18,518.29 (85)%

PAT

3,259.77 (14,606.64) 122% 4,043.37 (12,135.20) 133%

Total Other comprehensive Income / (loss)

(9.51) (22.58) (58)% (68.61) (28.05) 145%

Total comprehensive income / (loss) for the year

3,250.26 (14,629.22) 122% 3 ,974.76 (12,163.25) 133%

OPERATIONS AND COMPANYS PERFORMANCE

During the year under review, the Companys total income from operations on a standalone basis was 15,667.50/- lakhs as against 12,484.60/- lakhs in the previous FY22. The Company has earned a net profit of 3,259.77/- lakhs during FY23 as against a net loss of 14,606.64/- lakhs in the previous FY22.

During the year under review, the Companys total income from operations on a consolidated basis was 36,373.92/- lakhs as against 31,272.35/- lakhs in the previous FY22

The Company has earned a net profit of 4,043.37/- lakhs during FY23 against a net loss of 12,135.20/- lakhs in the previous FY22.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

DIVIDEND

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

Companys website at https://static.cartradetech.com/pdf/ corporate-governance/CT-Dividend-Policypdf.

Considering the necessity of conserving the resources of the Company for further growth and expansion and keeping in view the Companys dividend policy the Board of Directors of the Company has decided that it would be prudent, not to recommend any dividend for the financial year ended March 31, 2023.

TECHNOLOGY DRIVEN ORGANIZATION

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 AutoBiz. 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 FY23 are prepared in compliance with the applicable provisions of the Companies Act, 2013

("the Act") and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the

Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS"). The audited consolidated financial statements together with the Independent Auditors 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 an e-mail at investor@cartrade.com upto the date of the 23rd 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 Companys website at https://www. cartradetech.com/.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company had three direct subsidiaries and three step down subsidiaries as on March 31, 2023. 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.

Sr. No. Name of the Company

Subsidiary/ JV/ Associate
1. Shriram Automall India Limited Subsidiary
2. CarTradeExchange Solutions Step down
Private Limited Subsidiary

3. Adroit Inspection Services Private Limited

Step down Subsidiary

4. Augeo Asset Management Private Limited

Step down Subsidiary
5. CarTrade Finance Private Limited Subsidiary
6. CarTrade Foundation Subsidiary

1. 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, dealers 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, 2023, its total income from operations and Net Profit was 16,409.89 lakhs (previous year: 15,654.87 lakhs) and 1,158.52 lakhs (previous year: 2,864.80 lakhs) respectively.

2. 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, its total income from operation was 2,530.09 lakhs (previous year: 1,917.08 lakhs) and the net profit was 711.29 lakhs (previous year: 166.88 lakhs).

3. 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, its total income from operations was 2,075.67 lakhs (previous year:

1,660.32 lakhs) and the net profit (previous year: 30.20 lakhs).

4. 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, internet business from OLX IndiaProperties, 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 113.50 lakhs (previous year: 83.32 lakhs) and the net profit was 38.93 lakh (previous year loss of: 119.07 lakhs).

5. CarTrade Finance Private Limited ("CTF");

CTF is yet to commence its business activities.

6. CarTrade Foundation;

CarTrade Foundation is yet to commence its activities.

Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statements containing salient features of the financial statements of Subsidiary Companies of the Company, in Form AOC-1 forms part of this Directors 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, 2023.

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 Companys policy on material subsidiary is also available on the website at https://static.cartradetech.com/ pdf/corporate-governance/CT-Policy-for determination-of-Material-Subsidiary.pdf

7. Acquisition of 100% stake in Sobek Auto India

Private Limited ("OLX Auto")

The Company had entered into a share purchase agreement dated July 10, 2023 with OLX Auto, and its holding company OLX India B.V. for acquisition of 100% stake of OLX Auto from OLX India B.V. OLX Auto is a Company incorporated under the Companies Act, 2013. It consists of the OLX Autos transaction businesses and the OLX classifieds platform (auto and non-auto). OLX is one of Indias leading classifieds players with more than 100+ million app downloads. It operates in 12 broad categories including cars, bikes, real estate, electronics, etc. The was 12.63lakhs platform attracts approximately 35 million average monthly unique visitors and approximately 30+ million listings a year. Through the transactions business, OLX Autos, assisted in transacting the sale and purchase of 50,000 cars last year. On June 30, 2023, OLX Auto had acquired the classifieds

Limited on the terms and conditions agreed under a business transfer agreement. As part of the acquisition of OLX Auto , OLX Auto has entered into an Intellectual

Property License Agreement and a Transitional Support Agreement for the use of certain brands and technology. The Company had completed the acquisition of 100% stake of OLX Auto from its holding Company OLX India B.V on August 11, 2023.

CERTIFICATIONS, AWARDS AND RECOGNITIONS

Shriram Automall India Limited, Material Subsidiary of the Company ("SAMIL"), is a Great Place to Work - Certified company third year in a row

SAMIL certificatefor Great Place to Work on has received

February 2023 for the period February 2023 to February 2024 for the Third year in a row. SAMILs continuous focus on achieving business goals while managing work-life balance and building a High-Trust & High-Performance

Culture has once again been recognised by the Great

Place to WorkR Institute.

Best Use of Data Analytics in Business Intelligence

SAMIL was awarded "Best Use of Data Analytics in Business Intelligence" for The PriceX at CX Excellence Awards 2022 by Quantic.

CX Technology Implementation of the Year 2022 Award

SAMIL bagged CX Technology Implementation of the Year 2022 Award at 11th CX Strategy Summit & Awards 2022.

Leading Organisation for Promoting Green Practices

SAMIL was conferred as Leading Organisation for

Promoting Green Practices by Ambassador of Green Planet

Awards 2023 during EY4EV India Summit 2023.

Best Financial Customer Strategy of the Year 2023 in the Pre-owned Automobile Industry

SAMIL was conferred with Best Financial Customer

Strategy of the Year 2023 in the Pre-owned Automobile

Industry at 8th CFO Vision & Innovation Summit & Awards 2023.

Disruptive Technology Innovation Award - Pre-owned

Automobile

SAMIL is the front-runner in the race for digitisation in the used vehicles industry and the Disruptive Technology Innovation Award in Pre-owned Automobile Industry is proof of the same. It was awarded at Technology Excellence Awards 2023 organised by Quantic India.

CSR Leadership Award

SAMIL was accredited with CSR Leadership Award at the 7th Corporate Social Responsibility Summit & Awards 2023.

INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any amounts due or outstanding as on March 31, 2023, to be credited to the Investor Education and Protection Fund, as contemplated under Section 125(2) of the Act.

HUMAN RESOURCES

The Companys 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 Companys 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 Companys Whistle Blower Policy encourages Directors and employees to bring to the Companys 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 Board of Directors and is available on the Companys website https://static.cartradetech.com/ pdf/corporate-governance/CT-VIGIL-MECHANISM-and-Whistle-Blower-Policy.pdf. The Company had a total employee base of 945 full-time employees as of March 31, 2023.The Company has not seen any cases of worker strikes or lockouts in FY23.

SHARE CAPITAL Authorised Share Capital

The Authorised Share Capital of the Company is 6,073.00 lakhs, comprising of 6,07,30,000 equity shares of 10 (Rupees ten only) each.

Issued Share Capital

During the year under review, the Company allotted (i) 38,000 equity shares of 10/- each of the Company upon exercise of vested ESOP Options under Employee Stock Option Plan 2011 and Employee Stock Option Plan 2015, vide Board Resolution dated May 04, 2022; (II) 9,174 equity shares of 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2015 vide Circular Resolution dated June 28, 2022; (iii) 18,000 equity shares of 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2015 vide Circular Resolution dated October 05, 2022; (iv) 83,750 equity shares of 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2015 vide Circular Resolution dated November 23, 2022; and (v) 72,826 equity shares of 10/- each of the Company upon exercise of vested option under Employee Stock Option Plan 2011 and Employee Stock Option Plan 2015 vide Circular Resolution dated March 30, 2023.

With the above said allotments, the paid-up equity share capital was increased from 4,662.26 lakhs consisting of 46,622,567 equity shares of 10/- each to 4,684.43 lakhs consisting of 46,844,317 equity shares of 10/- each as on March 31, 2023.

Further post completion of financial year ended on March 31, 2023, the Company allotted (i) 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; and (ii) 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.

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"). Pursuant to the shareholders approval dated April 29, 2021 the Board has transferred all ungranted, cancelled and lapsed ESOP options of ESOP 2010, ESOP 2011, ESOP 2014 and ESOP 2015 to ESOP 2021 (I). Post Initial public offering (IPO), the ESOP 2021 (I) and ESOP 2021 (II), which are in compliance with the requirements of the Securities and

Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, are available for further grants. In view of the new scheme i.e. ESOP 2021 (I) and ESOP 2021 (II), no further grant of employee stock options will be made under the of ESOP 2010, ESOP 2011, ESOP 2014 and ESOP 2015.

Post 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.

The Company has amended/modify the provision of ESOP 2021 (I) 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 July 14, 2022. Further the Company has also amended/modify 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.

Imartey The Company has obtained certificate & 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 disclosures regarding Employee Stock Options (ESOP) pursuant to Rule 12 of Chapter IV of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

Sr. No.

Particulars

Old ESOPs

During FY23 ESOP 2021 (I)

ESOP 2021 (II)
1 Options granted - 439,000 -
2 Options vested until year end 1,455,518 57,500 1,750,000
3 Options exercised 221,750 - -

4

The total number of shares arising as a result of exercise of option

221,750

-

-
5 Options lapsed 1,250 17,000 -
1. For 12,000 at 21 each;

6

The exercise price

2. For 189,000 at 140 each and

NA

NA
3. For 20,750 at 472 each.
7 Variation of terms of options None None None
8 Money realised by exercise of options 365.06 lakhs NA NA
9 Total number of options in force 1,461,768 652,000 2,000,000

10

Employee wise details of options granted to:

1. Mrs. Aneesha Bhandary 50,000 ESOP options

10.1 Key managerial personnel NA NA

2. Mr. Lalbahadur Pal 5,000 ESOP options

1. Mr. Banwari Lal Sharma- 50,000 ESOP options

2. Mr. Rajeev Kumar 50,000 ESOP options

Any other employee who receives a grant of

3. Mr. Abhishek Patodia 30,000 ESOP options

options in any one year of option amounting to 4. Mr. Avijit Bhattacharya
10.2 NA NA
five percent or more of options granted during 30,000 ESOP options

that year:

5. Mr. Anand Mohan Kumar 30,000 ESOP options

6. Mr. Tamaghna Bhattacharya 30,000 ESOP options

Identified employees who were granted option, during any one year, equal to or exceeding

10.3

one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

NA

None

NA

Note: 1. Old ESOPs include ESOP 2010, ESOP 2011, ESOP 2014 and ESOP 2015.

2. 439,000 ESOP options granted during the year are at an exercise price of Rs. 644.03/- which is at 0% discount to the market price as on the date of grant.

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 Non-Executive Independent Directors including two-woman

Directors and each of them are professionals in their respective areas of specialisation and have held eminent positions as on March 31, 2023.

During the year under review there was no change

(appointment/resignation) in the Board of directors. However, post completion of financial year under review, on the recommendation of nomination and remuneration

Committee, the board of directors of the Company at their meeting held on April 21, 2023, re-appointed 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.

Shareholders of the Company duly approved their reappointment vide special resolution passed on May 27, 2023 through postal ballot.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 6 (six) 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 FY23 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 by 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

Mr. Victor Anthony Perry III (DIN 06992828), Non-executive

Non-Independent Director of the Company shall retire by rotation at the ensuing 23rd Annual General Meeting (AGM) of the Company and being eligible, has offered himself for re-appointment. His profile is given in the Notice of the 23rd Annual General Meeting, forming part of this 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 Mr. Victor Anthony Perry III as Non-executive Non-Independent

Director retiring by rotation

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet 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.

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a familiarization 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 familiarization programme and other disclosures as specified under SEBI Listing Regulations is available on the Companys website at https://static.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 FY23. 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 Boards overall effectiveness, etc. The Board has expressed their satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

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 boards 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 between the Companys 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 Companys 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 Companys 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 the Annual Report.

Mr. Vinay Vinod Sanghi, Chairman & Managing Director and Mrs. Aneesha Bhandary, Executive Director and Chief Financial Officer ("CFO") of the Company have not received any remuneration or commission from any of the subsidiary companies. Further, the Company doesnt have any holding company, hence, there does not arise a circumstance of any remuneration or commission from 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 Personnels 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 of information Managerial Personnel (KMPs) of the Company as on the date of this report:

Mr . Vinay Vinod Sanghi - Chairman and Director;

Mrs. Aneesha Bhandary Executive Chief Financial Officer; and

Mr . Lalbahadur Pal - Company Secretary 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, 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 followed by the Company and such internal financial controls are adequate and operating effectively; 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 Companys 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 Companys internal financial controls were adequate and on Corporate Governance effective during FY23.

AUDITORS AND AUDITORS REPORTS

Statutory Auditors

M/s S.R. Batliboi & Associates LLP Chartered Accountants having FRN 101049W/E300004 were 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 Meetingofthe members of the Company. duly signed by the The Auditors have confirmed that they are not disqualified and continue to be eligible to act as the Auditors of the

Company for the FY24.

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 from Practicing Company The board of the Company, on the recommendation made by the Audit Committee, have ratified on non-disqualificationthe appointment of M/s MGB & Co. LLP, Chartered Accountants having FRN

101169W/W-100035 as Internal auditors of the Company for the FY23 based on consent received from them. to be Secretarial Auditor

The board of the Company, on the recommendation made by the Audit Committee, have 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 FY23, based on consent received from M/s S. P. Imartey & Associates.

The Secretarial Audit Report of the Company and its material unlisted subsidiary company i.e. M/s Shriram Automall\ India Limited for the FY23 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 FY23, 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 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 FY23, 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; Chairmanii. the& Certificate Managing Director and Chief Financial Officer on the

Financial Statements of the Company for the year ended March 31, 2023 as submitted to the Board of Directors at their meeting held on April 28, 2023; iii. the declaration by the Chairman & Managing Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct; iv. the Management Discussion & Analysis Report; Secretary on v. The Certificate Corporate Governance; and Directors in vi. The certificate 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

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the Business Responsibility Sustainability Report is annexed and forms part of the Annual Report.

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.

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://static.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 is committed towards providing a safe and conducive work environment to all of its employees and associates. 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.

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 pursuant to provision of the Prevention of

Sexual Harassment Act relatedand recommendation party transactionsreceived made by by Ms. Revati Poojari, Member from Non-Government Organisation, the Company had amended and revised a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace as well as re- constituted internal complaint Committee pursuant to board resolution dated July 14, 2022.

The following is a summary of Sexual Harassment complaints received and closed during the FY23:

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: 1 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 Act 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 wasRs. 430.20 lakhs; d. Foreign Exchange Outgo during the reporting period wasRs. 68.80 lakhs.

Loans, guarantee or investments in securities

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, 2023, are set out in Note 5 and 7 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 arms length basis and were in compliance with the provisions of the Act and SEBI LODR Regulations. There are no materially the significant 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.

Omnibus approval was obtained 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. For details of the transactions with related party refer to the Note 29 to the standalone financial statements.

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

Corporate Social Responsibility (CSR)

The CSR Report for the FY23 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 Companys website at the web link: https://static.cartradetech. com/pdf/corporate-governance/CT-CSR-Policy.pdf

Risk management

The Companys Risk Management Policy deals with identification, 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 inand material ordersthe Annual Report. The Risk Management Policy is uploaded on the Companys website at the web link: https://static. cartradetech.com/pdf/corporate-governance/CT-Risk-Management-Policy.pdf

Whistle blower policy/ vigil mechanism

The Companys Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and personnel policies of the Company. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Companys website: https://static.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 5, 2022 read with Circular No. 02/2021 dated January 13, 2021 and Circular No. 20/2020 dated May 5, 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. and The Company has acquired 100% stake in Sobek management of risks Auto India Private Limited ("OLX Auto") on August 11, 2023 whereby OLX Auto has now become a wholly owned subsidiary of the Company. ii. There are no significant by the regulators or courts or tribunals impacting the going concern status and companys operations in future. For other orders, please refer to Note 33 of the standalone financial statement containing details of the contingent liabilities. iii. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. iv. The Company has not resorted to any buy back of its equity shares during the year under review. v. There was no change in the nature of business of the Company. vi. 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.

vii. 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. viii. 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. ix. 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, 2023; x. The Companys shares are listed on BSE Limited and the National Stock Exchange of India Limited. xi. 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.

WAY FORWARD:

Going forward in FY24, 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.