The Board of Directors take pleasure in presenting the Twenty Fifth 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 31,2025.

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

HIGHLIGHTS OF FINANCIAL PERFORMANCE

Note: The 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 FY25 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 ' 64,111.64
lakhs as against ' 48,994.62/- lakhs in the previous FY24.
The Company has earned a net profit of ' 14,492.48 lakhs
during FY25 against a net profit of ' 8,213.14/- lakhs in the
previous FY24 from continuing operations.

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 ' 23,771.86 lakhs as
against ' 18,667.74 lakhs in the previous FY24. The Company
has earned a net profit of ' 7,445.74 lakhs during FY25 as
against a net profit of ' 4,218.78/- lakhs in the previous FY24.

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 31,2025.

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 ORGANIZATION

Going hand in hand with the latest technological developments,
the Company offers multi-channel digital marketplace
with coverage and presence across vehicle types and
value-added services. The platforms operate under several
brands namely: CarWale, BikeWale, CarTrade, CarWale
absure, OLX India, Shriram Automall, CarTradeExchange
and Adroit Auto. Through these platforms, the Company
enables new and used automobile customers, vehicle
dealerships, vehicle OEMs and other businesses to buy and
sell their vehicles and other products 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 FY25 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 25th 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 March 31, 2025, 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.

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

OLX, is 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 ' 19,178.97 lakhs (previous
year: ' 10,945.89 - for the consolidated period i.e.
August 12, 2023 to March 31, 2024) and the net profit
was ' 4,609.78 lakhs (previous year ' 2,714.15 - for the
consolidated period i.e. August 12, 2023 to March 31,
2024) from continuing operations.

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, 2025, its total
income from operations and Net Profit was ' 16,251.05
lakhs (previous year: ' 15,254.80 lakhs) and ' 1,623.15
lakhs (previous year: ' 703.05 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 ' 2,618.63 lakhs (previous year:
' 2,313.25 lakhs) and the net profit was ' 980.05 lakhs
(previous year: ' 926.89 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 ' 2,317.30 lakhs (previous year:
' 1,952.53 lakhs) and the net profit was ' 9.70 lakhs
(previous year: ' 58.79 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 ' 122.34 lakhs (previous year: ' 100.31
lakhs) and the net profit incurred was ' 151.00 lakh
(previous year profit: ' 63.24 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 organizations. 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 ' 36.65 lakhs (previous year:
' 30.94 lakhs) and the net surplus was ' 6.24 lakhs
(previous year : ' 0.34 lakhs of deficit).

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

CTF is yet to start its activities during the year under
review.

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 31,2025.

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://static.cartradetech.
com/pdf/corporate-governance/Policy_for_
determination_of_Material_Subsidiary_05-02-2025.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-and-Whistle-Blower-Policy.pdf. The Company
had a total employee base of 1,158 full-time employees as
of March 31, 2025. The Company has not seen any cases of
worker strikes or lockouts in FY25.

SHARE CAPITAL

i. Authorized Share Capital

The Company has not made any change to its authorised
share capital during the financial year under review.
As on March 31, 2025, the Authorised Share Capital
of the Company was ' 6,073.00 lakhs, comprising of
6,07,30,000 equity shares of ' 10 (Rupees ten only) each.

ii. Issued, subscribed and paid up share capital

During the year under review, the Company has allotted
5,50,018 equity shares of face value ' 10/- each of the
Company upon exercise of vested ESOP options under
various Employee Stock Option Plan of the Company.
Consequent upon the same, the paid-up equity shares
capital of the Company increased from ' 4,688.79 lakhs
consisting of 4,68,87,817 equity shares of ' 10/- each to
' 4,743.79 lakhs consisting of 4,74,37,835 equity shares
of ' 10/- each as on March 31,2025 and on fully diluted
basis ' 5,146.91 lakhs consisting of 51,469,076 equity
shares of ' 10/- each.

iii. Equity shares with differential rights and sweat
equity shares

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

iv. Listing on stock exchanges

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)

As on financial year ended on March 31, 2025, the
Company has six employees stock option plan (“ESOP
Schemes”) namely:

i. CarTrade Tech Limited - Employee Stock Option Plan
2010 (ESOP 2010);

ii. CarTrade Tech Limited - Employee Stock Option Plan
2011 (ESOP 2011);

iii. CarTrade Tech Limited - Employee Stock Option Plan

2014 (ESOP 2014);

iv. CarTrade Tech Limited - Employee Stock Option Plan

2015 (ESOP 2015);

v. CarTrade Tech Limited - Employee Stock Option Plan
2021 (I) [ESOP 2021 (I)]; and

vi. CarTrade Tech Limited - Employee Stock Option Plan
2021 (II) [ESOP 2021 (II)].

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 Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEBSE Regulations 2021”).

The Company has obtained certificate from M/s M.
Jawadwala & Co., Practicing Company Secretary, (Certificate
of Practice No. 16191) (Membership No. ACS 30840),
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://static.cartradetech.com/pdf/
update-and-announcements/All_ESOP_plans.pdf.

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

BOARD OF DIRECTORS

As on March 31, 2025, the Board of Directors of the
Company comprised six (6) Directors, reflecting an
optimal combination of Executive and Non-Executive
Directors. This includes two (2) Executive Directors, one
(1) Non-Executive Non-Independent Director, and three
(3) Non-Executive Independent Directors, of which two (2)
are women Directors—one being an Independent Woman
Director. Each Director brings expertise from their respective

professional domains and has held distinguished positions
in their careers.

During the financial year under review, there was no change
in the composition of the Board in terms of appointment
or resignation.

Subsequently, on April 01, 2025, the Board appointed
Mr. Steven Douglas Greenfield as an Additional Director
in the capacity of a Non-Executive Independent Director.
His appointment was duly approved by the shareholders
through postal ballot on May 02, 2025.

Additionally, on the same date, the Board approved the
re-appointment of Mr. Vinay Vinod Sanghi as Managing
Director of the Company for a further term of five (5)
years, commencing from April 01, 2026 and ending on
March 31, 2031. This re-appointment was also approved by
the shareholders via postal ballot on May 02, 2025.

None of the Directors of the Company are disqualified from
being appointed or continuing as Directors in terms of
Section 164(2) of the Companies Act, 2013, 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 4 (four) 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 FY25 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

Mr. Victor Anthony Perry III (DIN 06992828), Non-Executive
and Non-Independent Director of the Company shall retire by
rotation at the ensuing 25th 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 25th
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 Mr. Victor Anthony
Perry III as Non-Executive and Non-Independent 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.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

The Company has in place a familiarization program for
its Independent Directors. The objective of the program is
to familiarize Independent Directors on the Board with the
business of the Company, industry in which the Company
operates, business model, challenges etc. through various

programs 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 program and other disclosures as
specified under SEBI Listing Regulations is available on the
Company's 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 FY25. 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://static.cartradetech.com/pdf/corporate-governance/
Nomination-and-Remuneration-Policy_31-01-2025.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, except directors
sitting fee pursuant to the applicable provision of the Act.
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:

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

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

3. 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 organizational 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 controls 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 Statement are adequate.

AUDITORS AND AUDITOR’S REPORTS
Statutory Auditors

At the 24th Annual General Meeting held on September 27,
2024, the members approved the re-appointment of M/s S.R.
Batliboi & Associates LLP Chartered Accountants having
Firm Registration Number 101049W/E300004 as the Statutory
Auditors of the Company for the second term for a period
of four years, who shall hold office from the conclusion of
24th Annual General Meeting till the conclusion of the 28th
Annual General Meeting to be held in the financial year
2028, to examine and audit the accounts of the Company for
the FY25 to FY28.

The Auditors have confirmed that they are not disqualified
and continue to be eligible to act as the Auditors of the
Company for the FY25 to FY28.

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

The Board of the Company at its meeting held on May 06, 2024,
on the recommendation made by the Audit Committee, has
approved the appointment of M/s MGB & Co. LLP, Chartered
Accountants having FRN 101169W/W-100035 as the Internal
Auditors of the Company for the FY25 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.

In compliance with section 138 of the Act read with Rule 13 of
the Companies (Accounts) Rules, 2014, and other applicable
provisions of the Act and applicable provisions of the SEBI
Listing Regulations, the Board at its meeting held on May 07,
2025, based on recommendation of the Audit Committee, has
approved the appointment of M/s MGB & Co. LLP, Chartered
Accountants having FRN 101169W/W-100035 as the Internal
Auditors of the Company for the FY26.

Secretarial Auditors

The Board of the Company at its meeting held on May 06,
2024., on the recommendation made by the Audit Committee,
has approved the appointment of M/s M. Jawadwala & Co.,
Practicing Company Secretaries, (Certificate of Practice
No. 16191) (Membership No. A30840), as the Secretarial
Auditors to conduct an audit of the secretarial records of the
Company for the FY25, based on consent received from M/s
M. Jawadwala & Co.

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 FY25 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 M.
Jawadwala & Co, Practicing Company Secretaries, for
FY25, 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 M. Jawadwala & Co., 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 FY25, do not contain any
qualification, reservation, or adverse remark.

In compliance with Section 204 of the Act Rule 9 the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, the Board at its meeting held on May 07,
2025, based on recommendation of the Audit Committee,
has approved the appointment of M. Jawadwala & Co.,
Practising Company Secretaries, a peer reviewed firm
(Firm Registration No. S2016MH383700) as Secretarial

Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029- 30, subject to
approval of the Members at the ensuing AGM.

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, 2025 as submitted to the Board of Directors
at their meeting held on May 07, 2025;

iii. t he 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 of Conduct.

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 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 FY25:

• 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 ' 494.92 lakhs;

d. The Foreign Exchange Outgo during the reporting
period was ' 42.90 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 31,2025, 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

None of the transactions with related parties fall under
the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable
to the Company for FY 2025 and hence, does not form part
of this report.

Pursuant to the SEBI Listing Regulations, the resolutions
seeking approval of the Members on material related party
transactions forms part of the Notice of the ensuing AGM.

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://static.cartradetech.com/pdf/corporate-governance/

Materiality-policy-for-related-party-transactions_31-01-2025.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, as per calculation of profit under Section 198 of the
Act the average net profit of the Company for the preceding
three financial years remains negative, the Company is not
required to spend any amount towards CSR activities.

The CSR Report for the FY25 is annexed to this report as
Annexure V 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/
CSR-policy_31-01-2025.pdf

Risk management

The Company's Risk Management Policy deals with
identification, mitigation and management of risks across
the organization. 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/
Risk-Management-Policy_31-01-2025.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://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 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 31,2025;

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 FY25.

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.

xiii. Pursuant to the requirements of the Companies
(Accounts) Second Amendment Rules, 2025, effective
from July 14, 2025, the Board of Directors hereby
states that the Company has duly complied with the
provisions of the Maternity Benefit Act, 1961, and the
rules framed thereunder.

WAY FORWARD:

Going forward in financial year FY26 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
CarTrade Tech Limited

Vinay Vinod Sanghi Aneesha Bhandary

Place: Mumbai Chairman and Managing Director Executive Director and CFO

Date: July 28, 2025 (DIN: 00309085) (DIN: 07779195)