DIRECTORS' REPORT

The Board of Directors are pleased to present the Twenty-Sixth Annual Report, highlighting the business and operational performance
the Company, along with the audited standalone and consolidated financial statements for the financial year ended March 31,2026.

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

HIGHLIGHTS OF FINANCIAL PERFORMANCE

(All amounts in Rs. lakhs, unless otherwise stated)

*The Government has notified and brought into force the Labour Codes on November 21, 2025, which consolidate and replace numerous existing labour
legislations. The Company has assessed the impact of changes consistent with the Labour Codes, draft rules, FAQ and external expert’s opinion. Incremental
impact on provision for gratuity of Rs. 594.03 lakhs and provision for compensated absences of Rs. 56.68 lakhs has been disclosed as exceptional item in the
financial results. The Company continues to monitor the finalisation of Central/State Rules and other clarifications from Government on Labour code and would
provide appropriate accounting effect on the basis of such development as needed.

OPERATIONS AND COMPANY’S PERFORMANCE

The financial statements for FY26 are prepared in accordance
with the Indian Accounting Standards (“IndAS”) prescribed
under the Companies Act, 2013, read with the 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 present the
comprehensive performance of the Company’s group.

During the year under review, the Company’s revenue from
operations on a consolidated basis was Rs. 77,926.72 lakhs as
against Rs. 64,145.73 lakhs in the previous FY25. The Company
has earned a net profit of Rs. 24,350.79 lakhs during FY26
against a net profit of Rs. 14,526.57 lakhs in the previous FY25.

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 Rs. 30,833.33 lakhs as
against Rs. 23,771.86 lakhs in the previous FY25. The Company
has earned a net profit of Rs. 11,546.55 lakhs during FY26 as
against a net profit of Rs. 7,445.74 lakhs in the previous FY25.

The Company did not undergo any change in the nature of its
business during FY26.

There have been no material changes and commitments,
affecting 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.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General
Reserve 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 view of the accumulated losses and and to conserve the
resources of the Company for future growth and expansion,
the Board of Directors of the Company do not recommend any
dividend for the Financial Year ended March 31,2026.

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 athttps://static.cartradetech.com/pdf/
corporate-governance/CT-Dividend-Policy.pdf

TECHNOLOGY DRIVEN ORGANIZATION

The Company, in line with the latest technological
developments, operates a digital marketplace ecosystem
comprising multiple platforms, including CarWale, BikeWale,
CarTrade, OLX India, Shriram Automall, CarTrade Exchange,
and Adroit Auto. These platforms empower millions of users,
consumers, dealers, OEMs, and enterprises to buy and sell
vehicles, real estate, electronics, mobile phones, furniture, and
other products with ease and efficiency. With a strong focus
on technology-driven initiatives, the Company endeavours to
provide high-quality services to its customers, supported by
effective monitoring and reporting mechanisms.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and
its subsidiaries for FY26 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 26^th 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 are also available on
the Company’s website at https://www.cartradetech.com/.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

As at March 31,2026, the Company had four direct subsidiaries
and three step-down subsidiaries. The Company does not have
any joint venture or associate company within the meaning of
Section 2(6) of the Act.

During the year under review, there has been no material
change in the nature of the business of the subsidiaries and
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 India”):

OLX India, is a material unlisted wholly owned subsidiary of
the Company. OLX India is India’s largest online classifieds
platform, to buy and sell used products. OLX India operates
in over 12 broad categories across India. The 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 Rs. 21,755.68 lakhs (previous year:
Rs. 19,213.06 lakhs) and the net profit was Rs. 8,200.78
lakhs (previous year: Rs. 4,643.87 lakhs).

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

SAMIL, a 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. During the period under review, the total income
from operation was Rs. 19,775.63 lakhs (previous year:
Rs. 16,251.05 lakhs) and the Net Profit was Rs. 3,158.21
lakhs (previous year: Rs. 1,623.15 lakhs).

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 period under review, the total income from
operation was Rs. 2,977.73 lakhs (previous year: Rs.
2,618.63 lakhs) and the net profit was Rs. 1,190.56 lakhs
(previous year: Rs. 980.05 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 period under review, the total income from
operation was Rs. 2,993.87 lakhs (previous year: Rs.
2,317.30 lakhs) and the net profit was Rs. 123.49 lakhs
(previous year: Rs. 9.70 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 period under review, the total income from
operation was Rs. 189.19 lakhs (previous year: Rs. 122.34
lakhs) and the net profit incurred was Rs. 129.12 lakhs
(previous year profit: Rs. 151.00 lakhs).

6. CarTrade Foundation (“CT Foundation”):

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 Rs. 10.03 lakhs (previous year:
Rs. 36.65 lakhs) and the net deficit was Rs. 6.14 lakhs
(previous year: Rs. 6.24 lakhs of surplus).

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 31,2026.

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 athttps://cartradetech.com/
for-investors.html

The Company’s policy on material subsidiary is also
available on the website athttps://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 websitehttps://static.cartradetech.
com/pdf/corporate-governance/CT-VIGIL-MECHANISM-and-
Whistle-Blower-Policy.pdf . The Company had a total employee
base of 1,152 full-time employees as of March 31, 2026.
The Company has not seen any cases of worker strikes or
lockouts in FY26.

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, 2026, the Authorised Share Capital
of the Company was Rs. 6,073.00 lakhs, comprising of
6,07,30,000 equity shares of Rs.10 (Rupees ten only)
each.

ii. Issued, subscribed and paid up share capital

During the year under review, the Company has allotted
4,40,200 equity shares of face value Rs.10 each upon
exercise of vested ESOP options under various Employee
Stock Option Plans of the Company. Consequent
to the same, the paid-up equity share capital of the
Company increased from Rs. 4,743.79 lakhs consisting
of 4,74,37,835 equity shares of Rs. 10 each to
Rs. 4,787.81 lakhs consisting of 4,78,78,035 equity
shares of Rs. 10 each as on March 31, 2026 and on
fully diluted basis Rs. 5,146.91 lakhs consisting of
51,469,076 equity shares of Rs. 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, 2026, 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
facevalue of Rs. 10 (Indian rupee ten only) 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 certificate 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, athttps://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 the Annual Report.

BOARD OF DIRECTORS

As at March 31, 2026, the Board of Directors of the Company
comprised of seven (7) Directors, reflecting an appropriate
mix of Executive and Non-Executive Directors. The Board
includes two (2) Executive Directors, one (1) Non-Executive
Non-Independent Director, and four (4) Non-Executive
Independent Directors, of which two (2) are women Directors,
including one (1) Independent Woman Director. Each Director
brings valuable expertise from their respective professional
domains and has held distinguished positions in their careers.

During the financial year under review, the Board appointed
Mr. Steven Douglas Greenfield as an Additional Director in
the capacity of a Non-Executive Independent Director on April
1, 2025. His appointment was subsequently approved by the
shareholders through postal ballot on May 2, 2025.

Further, 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 1, 2026 and ending on March
31, 2031. The said re-appointment was also approved
by the shareholders through postal ballot on May 2, 2025.

None of the Directors of the Company is disqualified from being
appointed or continuing as a Director 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 5 (five) 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 FY26 are given in the Corporate Governance Report
which forms part of the Annual Report.

The gap 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
terms of reference:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Risk Management Committee; and

• Corporate Social Responsibility Committee.

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

RETIREMENT OF DIRECTOR BY ROTATION

Mrs. Aneesha Bhandary (DIN 07779195), Executive Director
and CFO of the Company shall retire by rotation at the ensuing
26^th Annual General Meeting (AGM) of the Company and being
eligible, has offered herself for re-appointment. Her profile is given
in the Notice of the 26^th Annual General Meeting, forming part of

the Annual Report. The nomination and remuneration committee
and the board of directors recommend to the Members, for
re-appointment of Mrs. Aneesha Bhandary as Executive Director
and CFO 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 as required under Regulation 25(7) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. 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 athttps://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 FY26.
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 lays 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 does not 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.

However, the shareholders of the Company have approved the
re-appointment of Mr. Vinay Vinod Sanghi as Managing Director
of the Company for a further period of five years effective from
April 01,2026 in line with the provisions of the Companies Act,
2013 and SEBI LODR.

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 24^th 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, to hold
office from the conclusion of 24^th Annual General Meeting till the
conclusion of the 28^th 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 07,

2025, 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 FY26 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 recommendations 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 July 29,

2026, 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 FY27.

Secretarial Auditors

During the year under review, based on the recommendation of
the Board of Directors of the Company, the shareholders at their
Annual General Meeting held on September 25, 2025, approved
the appointment of M/s M. Jawadwala & Co., Practicing Company
Secretaries (Certificate of Practice No. 16191; Membership
No. A30840), a peer-reviewed firm (Firm Registration No.
S2016MH383700), as the Secretarial Auditors of the Company
for a term of five (5) consecutive years, commencing from
FY 2025-26 up to FY 2029-30.

The Secretarial Audit Report of the Company and its material
unlisted subsidiary companies, namely M/s Shriram Automall
India Limited and M/s Sobek Auto India Private Limited, for
FY26, pursuant to the provisions of the Companies Act, 2013
read with the rules made thereunder and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), is set out in
Annexure III to this Report.

The Annual Secretarial Compliance Report for FY26, issued
by M/s M. Jawadwala & Co., Practicing Company Secretaries,

in respect of compliance with all applicable provisions of SEBI
Regulations, circulars, and guidelines, pursuant to Regulation
24A of the SEBI Listing Regulations, is set out in Annexure IV
to this Report. Further, as required under Schedule V of the
SEBI Listing Regulations, the Secretarial Auditors’ Certificate on
Corporate Governance forms part of the Corporate Governance
Report annexed to this Annual Report.

The Secretarial Audit Report and the Annual Secretarial
Compliance Report for FY26 do not contain any qualification,
reservation, or adverse remark.

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

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, 2026 as submitted to the Board of Directors at their
meeting held on May 07, 2026;

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

iv. the Management Discussion & Analysis Report;

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING (“BRSR”)

The Securities and Exchange Board of India (SEBI), vide its
circular dated May 10, 2021, made the Business Responsibility
and Sustainability Report (“BRSR”) mandatory for the top 1,000
(one thousand) listed entities by market capitalization. The
BRSR maps the sustainability performance of the Company
against the principles enshrined in the National Guidelines on
Responsible Business Conduct (“NGRBC”).

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the Business Responsibility and Sustainability

Report (“BRSR”) on initiatives undertaken from an environmental,
social and governance perspective, in the prescribed format,
forms part of this Annual Report and is also available on the
website of the Company athttps://www.cartradetech.com/
for-investors.html

Further, pursuant to the applicable SEBI requirements relating
to BRSR Core assessment and assurance, the Company is
required to obtain assurance on the BRSR Core disclosures, as
the Company falls within the top 500 listed entities by market
capitalization as on December 31,2025.

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 athttps://www.cartradetech.com/for-investors.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 athttps://
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 FY26:

• 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 programme for 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:

• The Company has no major activity involving

conservation of energy;

• The Company has no major activity involving

technology absorption;

• The Foreign Exchange Earnings during the reporting
period was Rs. 460.18 lakhs;

• The Foreign Exchange Outgo during the reporting period
was Rs. 170.82 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
31,2026, 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 2026 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/Policy on dealing with Related Party
Transactions 28-01-2026.pdf

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act,
2013 and the rules made thereunder, the Company falls within
the ambit of Section 135(1) and, accordingly, the provisions
relating to Corporate Social Responsibility (“CSR”) are
applicable to the Company. However, as per the calculation of
net profit under Section 198 of the Act, the average net profit of
the Company for the preceding three financial years is negative.
Accordingly, the Company is not required to spend any amount
towards CSR activities.

The CSR Report for the FY26 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 behavior, 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 behavior. 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, does not require
the Company to maintain cost records. Accordingly,
the appointment of a Cost Auditor 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 31,2026;

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 FY26.

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.

xiv. There has been no change in the charter documents of
the Company. The power to change, amend, or completely
replace the charter documents lies exclusively with the
shareholders of the Company.