The Members CarTrade Tech Limited

Your Directors take pleasure in presenting the twenty second Annual Report covering thehighlights of the finances 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 2022.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

OPERATIONS AND COMPANY'S PERFORMANCE

During the year under review the Company's total revenue from operations on astandalone basis was

Rs 12484.60 lakhs against Rs 9279.40 lakhs in the previous financial year 2020-21.The Company has incurred a loss of Rs 14606.64 lakhs during the financial year 2021-22 asagainst net profit of Rs 7940.76 lakhs in the previous financial year 2020-21.

During the year under review the Company's total revenue from operations on aconsolidated basis was

Rs 31272.35 lakhs against Rs 24968.32 lakhs in the previous financial year 2020-21.The Company has incurred a loss of

Rs 12135.20 lakhs during the financial year 2021-22 against net profit of Rs 10340.48lakhs in the previous financial year 2020-21.

TECHNOLOGY DRIVEN ORGANIZATION

Going hand in hand with the latest technological developments the Company offersmulti-channel auto platform with coverage and presence across vehicle types andvalue-added services. The platforms operate under several brands: CarWale CarTradeShriram Automall BikeWale CarTradeExchange Adroit Auto and AutoBiz. Through theseplatforms we enable new and used automobile customers vehicle dealerships vehicle OEMsand other businesses to buy and sell their vehicles in a simple and efficient manner.

With focus on technology initiatives we endeavour to provide quality services to ourcustomers with effective monitoring and reporting mechanism.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY2021-22 are prepared in compliance with the applicable provisions of the Act and asstipulated under Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as well as in accordance with the Indian AccountingStandards notified under the Companies (Indian Accounting Standards) Rules 2015. Theaudited consolidated financial statement together with the Independent Auditor's Reportthereon form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act the Company will make availablethe said financial statements of the subsidiary companies upon a request by any member ofthe Company or its subsidiary companies. The members can send an e-mail toinvestor@cartrade.com upto the date of the AGM. The financial statements (standalone andconsolidated) of the Company along with other relevant documents and the financialstatements of the subsidiary companies would also be available on the Company's website athttps://www.cartradetech.com/.

Subsidiaries Joint Ventures or Associate Companies;

The Company has five subsidiaries and one associate Company as on March 31 2022. Thereare no joint venture companies within the meaning of Section 2(6) of the Companies Act2013 ("Act"). There has been no material change in the nature of the business ofthe subsidiaries.

# incorporated during the year under review on July 12 2021.

1. Shriram Automall India Limited ("SAMIL");

SAMIL material unlisted subsidiary company of the Company provides fee-basedfacilitation services for the sale of pre-owned commercial and passenger vehiclesagricultural and construction equipment dealer's stock of pre-owned two wheelers etc.repossessed by banks and financing companies. SAMIL has Automalls located across thecountry. As per the audited financial statements for the year ended March 31 2022 itstotal income from operations and Net Profit was Rs 15654.87 lakhs (previous year: Rs12794.41 lakhs) and Rs 2864.80 lakhs (previous year: Rs 2636.47 lakhs) respectively.

2. CarTradeExchange Solutions Private Limited ("CTE"); CTE is engaged in thebusiness of facilitation services for sale and disposal of new/used and/or repossessed/refurbished vehicles through online bidding platform. During the year under review thetotal income from operations was Rs 1917.08 lakhs (previous year: Rs 1569.60 lakhs) andthe net profit was Rs 166.88 lakhs (previous year: Rs 358.84 lakhs).

3. Adroit Inspection Services Private Limited ("Adroit"); Adroit is aprominent company strategically engaged in automobile inspection valuation certificationand other allied service in the automobile segment. The Adroit renders most effectiveservices to diverse ensemble of clients which includes general insurance companiesfinancial institutions NBFCs and Banks.

During the year under review the total income from operations was Rs 1660.32 lakhs(previous year: Rs 1670.55 lakhs) and the net profit was Rs 30.20 lakhs (previous year:Rs 71.56 lakhs).

4. Augeo Asset Management Private Limited ("AUGEO"); AUGEO is engaged in thebusiness of providing "E-listing and Auction" platform to facilitate trade ofPlant and Machinery Properties Salvage/scrap Commodities and others (excludingautomobiles) primarily in the IBC business space and related auction services.

During the year under review the total income from operations was Rs 83.32 lakhs(previous year: Rs 86.60 lakhs) and the loss incurred was Rs 119.07 lakhs (previous yearloss was Rs 142.51 lakhs).

5. CarTrade Finance Private Limited ("CTF"); CTF is yet to start itsactivities during the year under review.

6. CarTrade Foundation; CarTrade Foundation is yet to start its activities during theyear under review.

Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules2014 the statement containing salient features of the financial statement ofSubsidiaries Joint Ventures or Associate Companies in Form AOC 1 forms part of thisDirector's Report as

Annexure I;

The consolidated financial statements forming part of this Annual Report are preparedin compliance with the applicable Indian Accounting Standards and Listing Regulations.Pursuant to the provisions of Section 136 of the Act this Annual Report is available onthe website of the Company at https://www.cartradetech. com/financial-statements.html.

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

DIVIDEND

Pursuant to Regulation 43A of SEBI Listing Regulations the Board of Directors of theCompany have formulated a Dividend Distribution Policy. The Policy is also available onthe Company's website at https://www.cartradetech.com/pdf/corporate-governance/CT-Dividend-Policy.pdf.

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's dividend policy and considering the lossincurred by the Company has decided that it would be prudent not to recommend anydividend for the financial year ended March 31 2022.

TRANSFER TO RESERVES

There was no amount proposed to be transferred to reserves for the financial year endedMarch 31 2022.

The Company is officially now Great Place to Work? Certified

We are happy to inform that the Company has been certified as a Great Place to Work?for the period from December 2021 to December 2022 by the Great Place to Work InstituteIndia.

Shriram Automall India Limited is officially now Great Place to Work? Certified

Shriram Automall India Limited has received certificate for Great Place to Work? onFebruary 16 2022 for the period February 2022 to February 2023.

Best online market place in pre-owned Automobile Industry at the International ServicePride Awards 2022

CarTradeExchange Solutions Private Limited has won the award for "Best onlinemarket place in pre-owned Automobile Industry" at the International Service PrideAwards 2022 for seamless and efficient services for all kinds of pre-owned vehicles andequipment.

The Most Trusted market place for pre-owned Vehicles and Equipments at the BusinessTycoon Award

Shriram Automall India Limited has been accolade with the award "The Most Trustedmarket place for pre-owned Vehicles and Equipment" at the Business Tycoon Award forits holistic solutions under a single roof in the pre-owned Automobile Industry.

SHIFTING OF REGISTERED OFFICE AND CHANGE IN CONSTITUTION

During the year under review the Company has undergone the following changes;

1. The Company has changed its Registered office from C/o Suraj Sanghi Service CentreDr. Annie Besant Road Worli Mumbai – 400018 to 12th Floor Vishwaroop IT ParkSector 30A Vashi Navi Mumbai 400705 pursuant to board and shareholder's resolutionpassed on March 30 2021 and March 31 2021 respectively;

2. The name of the Company has been changed from MXC Solutions India Private Limited toCarTrade Tech Private Limited vide fresh Certificate of Incorporation after change of namedated April 20 2021; and

3. The Company has been converted from Private Limited Company to a Public LimitedCompany. Pursuant to the said conversion the name of your Company has changed fromCarTrade Tech Private Limited to CarTrade Tech Limited vide fresh Certificate ofIncorporation consequent upon conversion dated May 12 2021.

INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any amounts due or outstanding as at Balance Sheet date to becredited to the Investor Education and Protection Fund.

HUMAN RESOURCES

The Company had a total employee base of 656 full-time employees as of March 31 2022.The Company's focus remains towards attracting capable talent retaining and trainingtalent with an objective of creating a strong talent pipeline. The Company is committed tocreating a healthy and safe environment for all its employees promote internal talent anddevelop cross functional expertise. It also recognises that employees have a key role toplay in achieving the Company's growth objectives. The Company established Whistle BlowerPolicy encourages Directors and employees to bring to the Company's attention instances ofunethical behaviour actual or suspected incidents of fraud or violation of the conduct.The policy framework ensures that no employee is victimised or harassed for bringing suchincidents to the attention of the Company. The practice of the Whistle Blower Policy isoverseen by the Board of Directors and is available on the Company's website https://www.cartradetech.com/pdf/corporate-governance/CT-VIGIL-MECHANISM-and-Whistle-Blower-Policy.pdf.The Company has not seen any cases of worker strikes or lockouts in FY 2021-22.

INITIAL PUBLIC OFFERING & LISTING

During the year under review your Company made an Initial Public Offering("IPO") of 18532216 equity shares of face value of Rs 10/- each ("EquityShares") for cash at a price of Rs 1618/- per equity share (including share premiumof Rs 1608/- per equity share) through an offer for sale of 18532216 equity sharesaggregating to Rs 299851.25 lakhs ("Offer For Sale" or "Offer")consisting of 2264334 Equity Shares by CMDB II aggregating to Rs 36636.92 lakhs8409364 Equity Shares by Highdell Investment Ltd aggregating to Rs 136063.51 lakhs5076761 Equity Shares by Macritchie Investments Pte. Ltd. aggregating to Rs 82141.99lakhs 1765309 Equity Shares by Springfield Venture International aggregating to Rs28562.70 lakhs and 183333 Equity Shares by Bina Vinod Sanghi (jointly held with VinayVinod Sanghi) aggregating to Rs 2966.33 lakhs 70000 Equity Shares by Daniel EdwardNeary aggregating to Rs 1132.60 lakhs 262519 Equity Shares by Shree Krishna Trustaggregating to Rs 4247.56 lakhs 50546 Equity Shares by Victor Anthony Perry IIIaggregating to Rs 817.83 lakhs 450050 Equity Shares by Vinay Vinod Sanghi (jointly heldwith Seena Vinay Sanghi) aggregating to Rs 7281.81 lakhs. The offer constituted 40.43% ofCompany's post-offer paid-up equity share capital.

The issue opened on August 9 2021 and closed on August 11 2021. The issue was led bybook running lead managers viz. Axis Capital Limited Citigroup Global Markets IndiaPrivate Limited Kotak Mahindra Capital Company Limited and Nomura Financial Advisory andSecurities (India) Pvt Ltd.

The Company is happy to inform that the issue was oversubscribed by 20.29 times (i.e.around 2.75 times in RII 35.45 times in the QIB and 41 times in the NII category). YourCompany's entire paid-up share capital consisting of 45834067 equity shares were listedand admitted for dealing on the National Stock Exchange of India Limited and BSE Limitedwith effect from August 20 2021 subject to fulfilment of lock-in conditions on certainshares.

Your Company confirms that it has paid the Annual Listing Fees for the year 2021-22 toNational Stock Exchange of India Limited and BSE Limited.

SHARE CAPITAL Authorized Share Capital

The Authorised Share Capital of the Company is Rs 6073.00 lakhs comprising of60730000 equity shares of Rs 10 (Rupees ten only) each.

Issued Share Capital

During the year under review the Company allotted (i) 1716752 equity shares of Rs10/- each of the Company pursuant to conversion of 1716752 share warrants vide boardresolution dated April 8 2021 (ii) 1336310 equity shares of Rs 10/- each of the Companyon private placement basis vide board resolution dated April 8 2021; (iii) 39196702equity shares of Rs 10/- each of the Company vide board resolution dated July 21 2021pursuant to the terms and conditions of the outstanding 8% Non-cumulative CompulsorilyConvertible Preference Shares under the Sixth Amended and Restated Shareholders Agreementdated January 30 2020 read with the Waiver Cum Amendment Agreement dated May 4 2021before filing of the updated draft red herring prospectus in connection with the IPO ofthe Company; (iv) 691000 equity shares of Rs 10/- each of the Company upon exercise ofvested ESOP Options under Employee Stock Option Plan 2011 and Employee Stock Option Plan2015 vide circular resolution dated October 19 2021; and (v) 97500 equity shares of Rs10/- each of the Company upon exercise of vested option under Employee Stock Option Plan2011 vide Board Resolution dated March 28 2022.

With the above said allotments the paid-up equity share capital was increased from Rs358.43 lakhs consisting of 3584303 equity shares of Rs 10/- each to Rs 4662.26 lakhsconsisting of 46622567 equity shares of Rs 10/- each as on March 31 2022.

EMPLOYEES STOCK OPTION SCHEME (ESOP):

The Company has six ESOP schemes viz. ESOP 2010 ESOP 2011 ESOP 2014 ESOP 2015 ESOP2021 (I) and ESOP 2021 (II) ("ESOP Schemes"). Pursuant to the shareholders'approval dated April 29 2021 the Board has transferred all ungranted cancelled andlapsed ESOP options of ESOP 2010 ESOP 2011 ESOP 2014 and ESOP 2015 to ESOP 2021 (I).Post IPO the ESOP 2021 (I) and ESOP 2021 (II) which are in compliance with therequirements of the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 is available for further grants.

In view of the new scheme i.e. ESOP 2021 (I) and ESOP 2021 (II) no further grant ofemployee stock options will be made under the of ESOP 2010 ESOP 2011 ESOP 2014 and ESOP2015.

Post IPO of equity shares of the Company ESOP 2021 (I) has been ratified as per therequirements of 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 ("SEBI SBEBSE Regulations 2021") by the members of theCompany through Postal Ballot on May 03 2022.

The Company has obtained certificate from Secretarial Auditors confirming that ESOPSchemes are implemented in accordance with the SEBI SBEBSE Regulations 2021 andresolution(s) passed by the members of the Company. The said certificates will be madeavailable for inspection by the members electronically at the Annual General Meeting ofthe Company.

The disclosures regarding Employee Stock Options (ESOP) pursuant to Rule 12 of ChapterIV of the Companies (Share Capital and Debentures) Rules 2014 are as under:

Note: Old ESOPs includes ESOP 2010 ESOP 2011 ESOP 2014 and ESOP 2015.

CREDIT RATING

During the financial year under review the Company has not obtained any credit rating.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of six (6) Directors with optimumcombination of Executive and Non-Executive Directors i.e. two Executive Directors oneNon-Executive Non-Independent Director and Three Non-Executive Independent Directorsincluding two-woman Directors and each of them are professionals in their respective areasof specialization and have held eminent positions as on March 31 2022.

Appointment of Directors:

Mr. Vinay Vinod Sanghi was appointed as a Chairman and Managing Director of the Companyin the Board meeting held on April 23 2021 and by the shareholders in their meeting heldon April 29 2021. Further Mrs. Aneesha Menon was appointed as an Additional ExecutiveDirector of the Company in the Board Meeting held on April 23 2021 and her appointmentwas regularised by the shareholders in their meeting held on April 29 2021. Further Mr.Hemant Hansraj Luthra Mrs. Kishori Jayendra Udeshi and Mr. Vivek Gul Asrani wereappointed as an Additional Independent Directors of the Company in the board meeting heldon April 23 2022 and their appointment was regularised by the shareholders in theirmeeting held on April 29 2021. Further Mr. Lakshminarayanan Subramanian was appointed asan Additional Independent Director of the Company in the board meeting held on May 122021 and his appointment was regularised by the shareholders in their meeting held on July21 2021.

Mr. Victor Anthony Perry III was re-appointed as a director retiring by rotation in thelast 21st Annual General Meeting held on July 21 2021.

Resignation of Directors:

Mr. Siddharth Narayan Mr. Sumant Mandal Mr. Avneet Singh Kochar and Mr. RajanJitendra Mehra resigned from their office w. e. f. April 26 2021. Furthermore Mr. HemantHans Raj Luthra resigned from his office w. e. f. May 11 2021.

RETIREMENT OF DIRECTOR BY ROTATION

Mrs. Aneesha Menon (DIN 07779195) Executive Director of the Company shall retire byrotation at the ensuing 22nd Annual General Meeting (AGM) and being eligible has offeredherself for re-appointment. Her profile is given in the Notice of the 22nd Annual GeneralMeeting forming part of this Annual Report. The Nomination and Remuneration Committee andthe Board of directors recommend to the Members passing of the ordinary resolution forreappointment of Mrs. Aneesha Menon as director retiring by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") and have complied with the code for independent directorsspecified under Schedule IV of the Act. In terms of Regulation 25(8) of the SEBI ListingRegulations the Independent Directors have confirmed that they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgement and without any external influence. In the opinion of the Board the IndependentDirectors possess the requisite expertise and experience and are persons of high integrityand repute. They fulfil the conditions specified in Act as well as the Rules madethereunder and are independent of the management. None of the Directors of the Company aredisqualified for being appointed as Directors as specified under Section 164(2) of the Actread with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules2014.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a familiarization program for its Independent Directors. Theobjective of the program is to familiarize Independent Directors on the Board with thebusiness of the Company industry in which the Company operates business modelchallenges etc. through various programs which largely revolves around interaction withsubject matter experts within the Company and meetings with our business leads andfunctional heads on a regular basis.

The familiarization program and other disclosures as specified under the ListingRegulations is available on the Company's website at https://www.cartradetech.com/pdf/corporate-governance/CT-Familiarization-Programme-for-Independent-Directors.pdf

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS

The management of the Company is immensely benefitted from the guidance support andmature advice from members of the Board of Directors who are also members of variouscommittees. The Board consists of directors possessing diverse skill and rich experienceto enhance quality of its performance. The Company has adopted a Policy on Board Diversityformulated by the Board of Directors. The Company's Nomination and Remuneration Policy haslaid down a framework for remuneration of Directors (Executive and Non-Executive) KeyManagerial Personnel and Senior Management Personnel. These Policies are available on theCompany's website at the web link:https://www.cartradetech.com/pdf/corporate-governance/CT-Nomination-and-Remuneration-Policy.pdf.We confirm that the remuneration paid to Directors Key Managerial Personnel and SeniorManagement Personnel is in accordance with the said policy of the Company. The statementof Disclosure of Remuneration under Section 197 of Companies Act 2013 and Rule 5(1) andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached to this report as

Annexure- II.

PERFORMANCE EVALUATION AT BOARD AND INDEPENDENT DIRECTORS' MEETINGS

The annual evaluation process of the Board of Directors Individual Directors andCommittees was conducted in accordance with the provisions of the Act and the SEBI ListingRegulations.

The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its various Committeesfor the financial year 2021-22. The evaluation was conducted on the basis of a structuredquestionnaire which comprises performance criteria such as performance of duties andobligations independence of judgement level of engagement and participation attendanceof directors their contribution in enhancing the Board's overall effectiveness etc. TheBoard has expressed their satisfaction with the evaluation process. The observations madeduring the evaluation process were noted and based on the outcome of the evaluation andfeedback of the Directors the Board and the management agreed on various action points tobe implemented in subsequent meetings.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeesfrequency of meetings of committee participation of members in committee meetingsimplementation of terms of reference etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation process endorsed cohesiveness amongst directors smooth communicationbetween the Board and the management and the openness of the management in sharing theinformation with the Board and placing various proposals for the Board's consideration andapproval. In a separate meeting of Independent Directors the performance ofNon–Independent Directors the Board as a whole and Chairman was evaluated. Theyassessed the quality quantity and timeliness of flow of information between the Company'sManagement and the Board. The Independent Directors expressed satisfaction over theperformance and effectiveness of the Board individual Non-Independent Directors and theChairman. Considering the unhealthy and stressful background of lockdown the performanceof the Managing Director and Chief Financial Officer was found to be outstanding andexemplary in cutting costs ensuring collections and team building. The IndependentDirectors also expressed improvement in the flow of information between the company'smanagement and the Board.

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

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said Rules forms part of this report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 15 (fifteen) times during the year underreview. The details of the meetings of the Board of Directors of the Company held andattended by the Directors during the financial year 2021-22 are given in the CorporateGovernance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed bythe Act and the Listing Regulations.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority.

The following are the Committees constituted by the Board which functions according totheir respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Internal Complaints Committee

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance which forms a part of theAnnual Report. During the year under review all recommendations made by the variouscommittees have been accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the CompaniesAct 2013 the Directors confirm that to the best of their knowledge and belief: a) Inthe preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures and there are nomaterial departures from the same; b) The accounting policies have been selected andapplied consistently and judgments and estimates made are reasonable and prudent to give atrue and fair view of the state of affairs of the Company at the end of the financial year2021-22 and of the loss of the Company for that financial year; c) That proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) The annualaccounts have been prepared on a going concern basis. e) The Company had followed theinternal financial controls laid down by the directors and that such internal financialcontrols are adequate and were operating effectively. f) The directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

There was no change (appointment/resignation) in the Key Managerial Personnels namelyManaging Director Chief Financial Officer and the Company Secretary & ComplianceOfficer of the Company during the financial year. Based on the recommendation of theNomination and Remuneration Committee the Board of Directors have elevated andre-designated Mr. Vinay Vinod Sanghi as Chairman and Managing Director with effect fromApril 23 2021. The Board of Directors also elevated and re-designated Mrs. Aneesha Menonas Executive Director and Chief Financial Officer with effect from April 23 2021.

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMPs) of the Company:

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

• Mrs. Aneesha Menon – Executive Director and Chief Financial Officer;

• Mr. Lalbahadur Pal – Company Secretary and Compliance Officer

INTERNAL FINANCIAL CONTROL SYSTEM

The Company's well-defined organizational structure documented policy guidelinesdefined authority matrix and internal financial controls ensure efficiency of operationsprotection of resources and compliance with the applicable laws and regulations. Moreoverthe Company continuously upgrades its systems and undertakes review of policies.

AUDITORS AND AUDITOR'S REPORTS Statutory Auditor

M/s S.R. Batliboi & Associates LLP Chartered Accountants having FRN 101049W/E300004were appointed as Statutory Auditor of the Company for a period of 5 (five) yearscommencing from the conclusion of 19th Annual General Meeting until the conclusion of 24thAnnual General Meeting to examine and audit the accounts of the company for the financialyears 2019-20 to 2023-24 at the 19th Annual General Meeting of the members of theCompany.

The Auditors have confirmed that they are not disqualified and continue to be eligibleto act as the Auditors of the Company for the financial year 2022-23.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Standalone Auditors' Reportdoes not contain any qualification reservation adverse remark or disclaimer.

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

Internal Auditor

The Company has appointed M/s MGB & Co. LLP

Chartered Accountants having FRN 101169W/W-100035 as

Internal auditor for the financial year 2021-22 and 2022-23 subject to ratificationafter the completion of 1st financial year. The Internal Audit report for the financialyear ended March 31 2022 was placed and discussed by the Audit Committee and Board ofDirectors in their meeting held on May 04 2022.

Secretarial Auditor

The Board of Directors of the Company on the recommendation made by the AuditCommittee have appointed M/s S. P. Imartey & Associates Practicing CompanySecretary (Certificate of Practice No.4545) (Membership No. FCS 5933) as the SecretarialAuditor to conduct an audit of the secretarial records of the Company for the financialyear 2021-22 based on consent received from Mr. Shriram P. Imartey.

The Secretarial Audit Report of the Company and its material unlisted subsidiarycompany i.e. M/s Shriram Automall India Limited for the financial year 2021-22 under theAct read with Rules made thereunder and Regulation 24A of the Listing Regulations is setout in Annexure III to this Report.

The Secretarial Compliance Report received from Mr. Shriram P. Imartey for thefinancial year 2021-22 in relation to compliance of all applicable Securities andExchange Board of India ("SEBI") Regulations/Circulars/ Guidelines issuedthereunder pursuant to requirement of Regulation 24A of the Listing Regulations is setout in Annexure IV to this Report.

As required by Schedule V of the Listing Regulations the Auditors Certificate onCorporate Governance received from Mr. Shriram P. Imartey is annexed to the CorporateGovernance Report forming part of this Annual Report. The Secretarial Audit Report andSecretarial Compliance Report for the financial year 2021-22 does not contain anyqualification reservation or adverse remark.

CORPORATE GOVERNANCE DISCLOSURE

Pursuant to Regulation 34 read with Schedule V of the SEBI LODR Regulations thefollowing Reports/Certificates form part of the Annual Report: i. the Report on CorporateGovernance; ii. the Certificate duly signed by the Chairman & Managing Director &Chief Financial Officer on the Financial Statements of the Company for the year endedMarch 31 2022 as submitted to the Board of Directors at their meeting held on May 042022; iii. the declaration by the Chairman & Managing Director regarding compliance bythe Board members and senior management personnel with the Company's Code of Conduct; iv.the Management Discussion & Analysis Report; v. The Certificate from PracticingCompany Secretary on Corporate Governance; and vi. The certificate on non-disqualificationof Directors in pursuance of sub clause (i) of clause 10 of Part C of Schedule V of TheSecurities and Exchange Board of India (SEBI) (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport 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 theCompany is available on the website of the Company at https://www.cartradetech.com/.

DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8 OF THECOMPANIES (ACCOUNTS) RULES 2014; CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is as follows: a. The Company has no major activityinvolving conservation of energy. b. The Company has no major activity involvingtechnology absorption. c. The Foreign Exchange Earnings during the reporting period was Rs392.35 lakhs d. Foreign Exchange Outgo during the reporting period was Rs 309.23 lakhs

LOANS GUARANTEE OR INVESTMENTS IN SECURITIES

The particulars of loans guarantees and investments have been disclosed in the notesto the standalone financial statements which forms a part of the Annual Report of theCompany.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Related Party Transactions (RPTs) were entered in ordinary course of business andon arm's length basis and were in compliance with the provisions of the Act. There are nomaterially significant related party transactions made by the Company with Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Act along with the justification for entering into such contractor arrangement in Form AOC-2 is annexed to this report as Annexure V. Omnibusapproval was obtained in the audit committee meeting for the RPTs of repetitive nature.None of the Directors has any pecuniary relationship or transactions vis-?-vis theCompany. For details of the transactions with Related Party refer to the Note 29 to thestandalone financial statements.

The Company has adopted revised Policy on materiality of related party transactions anddealing with related party transactions in line with the amendments made in Regulation 23of the SEBI Listing Regulations pursuant to resolution dated May 04 2022 passed by theBoard of Directors on the recommendation of Audit Committee after the closure of thefinancial year.

Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board and was uploaded on the Company's website and can beaccessed 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 Financial Year 2021-22 is annexed to this report as AnnexureVI. The composition of CSR Committee and the details of the ongoing CSR projects/programs/activities are included in the CSR report/section. The CSR Policy is uploaded onthe Company's website at the web link:https://www.cartradetech.com/pdf/corporate-governance/CT-CSR-Policy.pdf.

RISK MANAGEMENT

The Company's Risk Management Policy deals with identification mitigation andmanagement of risks across the organization. The same has been dealt with the ManagementDiscussion and Analysis as required under Schedule V of the SEBI Listing Regulations whichis provided separately in the Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company's Whistle Blower policy provides a mechanism under which anemployee/director of the Company may report unethical behaviour suspected or actualfraud violation of code of conduct and personnel policies of the Company. The VigilMechanism ensures standards of professionalism honesty integrity and ethical behaviour.The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company's website:https://www.cartradetech.com/pdf/corporate-governance/CT-VIGIL-MECHANISM-and-Whistle-Blower-Policy.pdf.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate monitor and report trading bydesignated persons and their immediate relatives as per the requirements under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.

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

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted Anti-Sexual Harassment Policy on prevention prohibition andRedressal of Sexual harassment at workplace in line with the requirement of The SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013and has duly authorized officer of the Company to handle the complaints. The Company iscommitted to provide a safe and conducive work environment to its employees. The Companyhas re-constituted Internal Complaints Committee (ICC) pursuant to Board Resolution datedApril 23 2021 to redress complaints received regarding Sexual Harassment.

The following is a summary of Sexual Harassment complaints received and closed duringthe FY 2021-22: No. of complaints received: Nil No. of complaints closed: Not Applicable

OTHER DISCLOSURES i. There were no material changes and commitments affecting thefinancial position of the Company which has occurred between the end of the financial yearof the Company and the date of the Directors' report. The impact of pandemic has beendealt with in the Management Discussion and Analysis which forms a part of this AnnualReport. ii. There are no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.For other orders please refer to Note 34 of the standalone financial statement containingdetails of the contingent liabilities. iii. The Company has not issued equity shares withdifferential rights as to dividend voting or otherwise. iv. The Company has not resortedto any buy back of its equity shares during the year under review. v. There was no changein the nature of business of the Company.

vi. The Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe financial statement. vii. During the year under review the Company has duly compliedwith Secretarial Standard 1 dealing with Meetings of the Board of Directors &Secretarial Standard 2 dealing with General Meetings as issued by the Institute ofCompany Secretaries of India. viii. Section 148(1) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 maintenance of cost record is notapplicable to the Company. ix. There were no applications made by the Company or upon theCompany under the Insolvency and Bankruptcy Code 2016 during the year under review. Thereare no proceedings pending under the Insolvency and Bankruptcy Code 2016 by/against theCompany as on March 31 2022; x. During the year under review there were no settlementsmade by the Company for any loan/borrowing taken from the Banks or Financial Institutionsand hence we have no comment with regard to the details of difference between amount ofthe valuation done at the time of one-time settlement and the valuation done while takingloan from the Banks or Financial Institutions along with the reasons thereof.

WAY FORWARD:

Going forward in financial year 2022-23 the Company aims to achieve consistent growthin its businesses as a part of our growth plans. We have a strong platform for progressand we look forward to working with our customers and our stakeholders to seize theopportunities that lie ahead of us.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their gratitude for the guidanceand cooperation extended by regulatory authorities. The Board takes this opportunity toexpress their sincere appreciation for the excellent patronage received from theCustomers Banks and Financial Institutions Group Companies and for the continuedenthusiasm total commitment dedicated efforts of the executives and employees of theCompany at all levels. We are also deeply grateful for the continued confidence and faithreposed on us by all the Stakeholders including Shareholders.