CarTrade Tech Limited

Date: April 02, 2025

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To, To, Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange plaza, Plot No. C/1, G Block Dalal Street Bandra Kurla Complex, Bandra East, Mumbai - 400001 Mumbai – 400051 Scrip Code: 543333 Scrip Symbol: CARTRADE

ISIN: INE290S01011

Dear Sir/Madam,

Subject: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir / Ma’am,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of Postal Ballot (“ Notice ”) dated April 01, 2025 for seeking approval of Members of the Company in respect of the following resolutions, only by way of remote electronic voting (“ e-Voting ”).

Sr. No.	Type of Resolution	Resolution
1	Ordinary Resolution	TO CONSIDER AND APPROVE RE-APPOINTMENT OF MR. VINAY VINOD SANGHI (DIN: 00309085), AS THE MANAGING DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM APRIL01,2026;
2	Special Resolution	TO CONSIDER AND APPROVE APPOINTMENT OF MR. STEVEN DOUGLAS GREENFIELD (DIN: 10916964) AS NON- EXECUTIVE INDEPENDENT DIRECTOR FOR A TERM OF FIVE YEARS WITH EFFECT FROM APRIL01,2025;

In accordance with the various circulars issued by Ministry of Corporate Affairs, the Notice is being sent only by email to all the members of the Company who have registered their email addresses with the Company/ Registrar and Share Transfer Agent or respective depository participant and whose names are recorded in the Register of Members/ Beneficial Owners as on the cut-off date i.e. Friday, March 28, 2025.

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The Company has engaged the services of M/s MUFG Intime India Private Limited (Formerly known as M/s Link lntime India Private Limited), Registrar and Transfer Agent (“ RTA ”), for the purpose of providing Remote e-Voting facility to its shareholders. The voting rights of the Members shall be in proportion to their holding of Equity Shares with the paid-up equity share capital of the Company as on Friday, March 28, 2025 (“ Cut-off date ”). The Remote e-Voting shall commence on Thursday, April 03, 2025 at 9:00 A.M. (IST) and shall end on Friday, May 02, 2025 at 5:00 P.M. (IST). The Remote e-Voting module shall be disabled by RTA thereafter.

The result of Notice will be announced on or before Tuesday, May 06, 2025.

The Notice is also being uploaded on the website of the Company i.e. www.cartradetech.com and on the website of RTA i.e. https://instavote.linkintime.co.in.

You are requested to kindly take the same on your records.

Yours faithfully, For CarTrade Tech Limited

Digitally signed by LAL BAHADUR LAL BAHADUR DEEPNARAYA DEEPNARAYAN PAL N PAL Date: 2025.04.02 19:02:11 +05'30'

_________

Lalbahadur Pal Company Secretary and Compliance officer Mem. No. A40812

Enclosed: a/a

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CIN: L74900MH2000PLC126237

Registered Office: 12[th] Floor Vishwaroop IT Park, Sector 30A, Vashi, Navi Mumbai 400705 Email id: [email protected] Website: www.cartradetech.com

Tel No: +91 22 6739 8888

POSTAL BALLOT NOTICE

(Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE is hereby given that in compliance with the provisions of Section 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), Secretarial Standard-2 on General Meetings issued by the Institute of the Company Secretaries of India (“ SS-2 ”), including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force read with the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), and other applicable laws, rules and regulations, if any, the resolutions set forth below, is proposed to be passed by the members of CarTrade Tech Limited (the “ Company ”) through Postal Ballot, only by way of voting through electronic means (“ remote e-voting ”). Communication of assent / dissent of the members on the resolutions proposed in this postal ballot notice (the “ Notice ”) will only take place through the remote e-voting system.

The detailed explanatory statement under Section 102 of the Act setting out the material facts relating to the resolutions and instructions for remote e-voting are annexed to this Notice.

The Company has engaged the services of M/s MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), (“ MUFG” ), Registrar and Share Transfer Agent of the Company as the agency to provide e-voting facility.

In accordance with the MCA Circulars and pursuant to Section 110 of the Act and the Rules made thereunder, the Company will send Postal Ballot Notice along with the explanatory statement and remote e-voting instructions, only by email to all Members who have registered their email addresses with the Company /MUFG, the Registrar and Share Transfer Agent of the Company (“ RTA ”) or Depository / Depository Participants and whose name appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by

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the Depositories as on Friday, March 28, 2025 (“ cut-off date ”). In case the e-mail address of any member is not registered with the Company/ Depositories/ Registrar and Share Transfer Agent, please follow the process provided in the notes to this Notice. The communication of assent / dissent of the Members will only take place through the remote e-voting system. In compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only.

Remote e-voting period shall commence on Thursday, April 03, 2025 (9:00 a.m. IST) and end on Friday, May 02, 2025 (5:00 p.m. IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than the close of working hours at 5:00 p.m. (IST) on Friday, May 02, 2025 . Upon completion of remote e-voting, the Scrutinizer will submit his report to the Chairperson or the Managing Director or any other person as decided by the Board of Directors of the Company, who shall counter sign the same. The result of the postal ballot will be announced on or before Tuesday , May 06, 2025 . The said result along with the Scrutinizer’s report would be displayed on the Company’s website www.cartradetech.com and on the website of MUFG https://instavote.linkintime.co.in/ and shall be communicated to the Stock Exchanges, i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India at www.nseindia.com where the shares of the Company are presently listed. The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS;

1. RE-APPOINTMENT OF MR. VINAY VINOD SANGHI (DIN: 00309085), AS THE MANAGING DIRECTOR OF THE COMPANY:

To consider and, if thought fit, to pass the following resolution as a Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 203 and other applicable provisions, if any, read with Schedule V of the Companies Act, 2013, (hereinafter referred to as the “Act”), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modifications or re-enactment thereof, for the time being in force), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company and such other approvals as may be necessary and pursuant to the approval and recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded to the re-appointment of Mr. Vinay Vinod Sanghi (DIN 00309085), as the Managing Director of the Company for a further period of five years with effect from April 01, 2026 to March 31, 2031 on the same terms and conditions of the employment agreement dated September 01, 2009, read with revised employment letter dated

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March 31, 2021 executed with him, with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Vinay Vinod Sanghi.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors to give effect to the aforesaid Resolution.”

2. TO APPROVE APPOINTMENT OF MR. STEVEN DOUGLAS GREENFIELD - (DIN: 10916964) AS NON EXECUTIVE INDEPENDENT DIRECTOR;

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions, if any, read with the applicable Rules and Schedule IV of Companies Act, 2013 (the “ Act ”), Regulation 17(1A), 17(1C), 25(2A) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and other applicable regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, the consent of the members of the Company be and is hereby accorded to approve the appointment of Mr. Steven Douglas Greenfield (DIN: 10916964), as Non-Executive Independent Director, being eligible for appointment and who meets the criteria of independence as provided inter-alia, in Section 149 of the Act along with the rules framed thereunder and Regulation 16 of the Listing Regulations and who has submitted a declaration to that effect, for the first term of 5 (five) consecutive years, with effect from April 01, 2025 till March 31, 2030 (both days inclusive), not liable to retire by rotation.

FURTHER RESOLVED THAT any of the Directors of the Company (including Committee thereof), Chief Financial Officer and/or Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds and things as deemed necessary, desirable and/or expedient to give effect to the foregoing resolution(s), including but not limited to filing of necessary e-forms with the Registrar of Companies.”

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Date: April 01, 2025 Place : Mumbai

CIN: L74900MH2000PLC126237 Registered Office: 12th Floor Vishwaroop IT Park, Sector 30A, Vashi, Navi Mumbai 400705 Email id : [email protected] Website : www.cartradetech.com Tel No: +91 22 6739 8888

By the Order of the Board of Directors of CarTrade Tech Limited

Sd/-

Lalbahadur Pal Company Secretary & Compliance Officer Mem. No.: A40812

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NOTES:

The Statement pursuant to Section 102(1) of the Companies Act, 2013 read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto.
The Board of Directors have appointed Muffaddal Jawadwala, proprietor of M/s M. Jawadwala & Co., Practicing Company Secretaries, Mumbai (Membership No.: A30840 and Certificate of Practice No.: 16191) to act as the Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
The Postal Ballot Notice is being sent only by e-mail to those members who have registered their e-mail address with their Depository Participant(s) (“ DPs ”) or with M/s MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent of the Company (“ MUFG ”) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“ NSDL ”)/Central Depository Services (India) Limited (“ CDSL ”) as on Friday, March 28, 2024 (“ Cut-off date ”) in accordance with the provisions of the Companies Act, 2013, read with the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”). In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot.
The communication of the assent or dissent of the Members would take place through the process of remote e-Voting only.
A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.
Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “ SEBI Listing Regulations ”) read with circular of SEBI on e-Voting Facility

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provided by Listed Entities, dated December 9, 2020, Secretarial Standards-2 issued by the Institute of Company Secretaries of India and amendments thereto, the Company is pleased to offer remote e-Voting facility to all the Members of the Company. The Company has appointed MUFG for facilitating e-Voting to enable the Members to cast their votes electronically (hereinafter referred to as the “remote e-Voting”). The instructions for e- voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.

All documents referred to in this Notice of Postal Ballot will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice of Postal Ballot up to the closure of the remote e-voting period. Members seeking to inspect such documents can send an email to [email protected] from their registered email address.
The Notice of Postal Ballot is also placed on the website of the Company i.e. www.cartradetech.com and the website of MUFG i.e. https://instavote.linkintime.co.in/ and at the relevant sections of the websites of the stock exchanges on which the shares of the Company are listed i.e. BSE Limited (www.bseindia.com ) and National Stock Exchange of India Limited (www.nseindia.com ).
Members who have not registered/ updated their email address are requested to register/ update the same (i) in case of shares held in demat mode, as per the process advised by concerned Depository Participant’s; and (ii) in case of shares held in physical mode, by emailing to the RTA in the prescribed form ISR-1 along with requisite forms at https://in.mpms.mufg.com/.
The SEBI has vide its circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read with SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 mandated furnishing of PAN, KYC and Nomination by Members holding shares in physical form. In view of the same, it may be noted that any service request can be processed only after the folio is PAN, KYC and Nomination compliant. The concerned members are requested to furnish the requisite documents/ information at the earliest. Non-availability of the same on or after April 01, 2023 have result in freezing of the folios of such members pursuant to the aforesaid SEBI circular. These frozen folios will be referred by the MUFG/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/ or Prevention of Money Laundering Act, 2002, after December 31, 2025. Further, the SEBI has vide its circulars dated January 24, 2022 and January 25, 2022 mandated listed companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate, claim from Unclaimed Suspense Account, Renewal/ Exchange of securities certificate, endorsement, subdivision/ splitting of securities certificate, consolidation of securities certificates/ folios, transmission and

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transposition. Accordingly, Members are requested to make service requests in prescribed Form ISR–4.

The SEBI has mandated the submission of PAN by every participant in the securities market. Members holding shares in dematerialised form are therefore requested to submit their PAN to the DP’s with whom they are maintaining their dematerialised accounts.
Pursuant to the provisions of Section 72 of the Act read with the rules made thereunder, Members holding shares in a single name may avail the facility of nomination in respect of the shares held by them. Members holding shares in physical form may avail this facility by sending a nomination in the prescribed Form No. SH-13 to the MUFG. Further, in terms of SEBI/HO/MIRSD/POD-1/P/CIR/2023/193, all existing members holding shares in trading and demat accounts shall provide their choice of nomination on or before June 30, 2024, failing which such trading accounts shall be frozen for trading and demat accounts shall be frozen for debits. Accordingly, Members are urged to update their nomination details for their respective accounts before the aforementioned date by contacting their respective Depository Participant’s.
Members may note that, as mandated by SEBI, effective April 1, 2019, the Company cannot process any request for transfer of securities in physical mode, except transmission or transposition of securities. Only securities held in dematerialized form can be transferred. Hence, Members are requested to dematerialize their shares if held in physical form.
The remote e-Voting period will commence on Thursday, April 03, 2025 (9:00 a.m. IST) and end on Friday, May 02, 2025 (5:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e. Friday, March 28, 2025 may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by MUFG for voting thereafter. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
The Scrutinizer will submit the results to Chairperson or the Managing Director or any other person as decided by the Board of Directors of the Company after completion of the scrutiny of the e-Voting, and the results of the voting by Postal Ballot will be announced on or before Tuesday , May 06, 2025 .
The resolution(s), if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution(s), if approved by the requisite majority of members by means of Postal Ballot i.e. remote e-voting, shall be deemed to have been passed on the last date specified by the Company for remote e-voting, i.e. Friday, May 02, 2025 .

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The voting results along with the Scrutiniser's Report will be displayed at the Registered Office of the Company, communicated to the Stock Exchanges viz. BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) and additionally be uploaded on the Company's website: www.cartradetech.com and on the website of MUFG: https://instavote.linkintime.co.in/ .
The instructions and other information relating to e-Voting are as under:

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS;

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e-Voting facility.

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter User ID and Password. Click on “Login”
c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
b) Proceed with updating the required fields.
c) Post successful registration, user will be provided with Login ID and password.

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d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi Tab
c) Login with existing my easi username and password
d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

a) To register, visit URL:

https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

b) Proceed with updating the required fields.

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c) Post registration, user will be provided username and password.
d) After successful login, user able to see e-voting menu.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL a) Visit URL: https://www.cdslindia.com

b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

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A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant

(DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

❖ Set the password of your choice
(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
❖ Enter Image Verification (CAPTCHA) Code
❖ Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

c) Click on “Login” under ‘SHARE HOLDER’ tab.
A. User ID: Enter your User ID
B. Password: Enter your Password
C. Enter Image Verification (CAPTCHA) Code
D. Click “Submit”
d) Cast your vote electronically:
A. After successful login, you will be able to see the “Notification for e-voting”.
B. Select ‘View’ icon.
C. E-voting page will appear.

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D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
A. ‘Investor ID’ –
- i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.
B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.
C. ‘Investor PAN’ - Enter your 10-digit PAN.
D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

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STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.” for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will be able to see the “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number”.
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

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Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at : 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab.
Click “forgot password?”
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

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Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “forgot password?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
▪ Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

❖ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
❖ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
❖ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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EXPLANATORY STATEMENT

(Pursuant to Section 102 and 110 of the Companies Act, 2013)

Item No 1:

Mr. Vinay Vinod Sanghi (DIN 00309085) was appointed as the Managing Director of the Company with effect from April 01, 2021 to March 31, 2026 for a period of five (5) years pursuant to the resolution passed by the members at Extra-Ordinary General Meeting (“EGM”) of the Company held on April 29, 2021.

The period of appointment of Mr. Vinay Vinod Sanghi (DIN 00309085) as the Managing Director of the Company is expiring on March 31, 2026.

On the basis of recommendation from Nomination & Remuneration Committee and considering the contribution and responsibilities shouldered by Mr. Vinay Vinod Sanghi, the Board of Directors of the Company in its meeting held on April 01, 2025 has approved the reappointment of Mr. Vinay Vinod Sanghi as the Managing Director of the Company (DIN 00309085) for a further period of 5 Years effective from April 01, 2026 to March 31, 2031.

The said re-appointment fulfills the conditions for the appointment of Mr. Vinay Vinod Sanghi, as the Managing Director, as per Schedule V of the Companies Act, 2013.

The Company has received consent from Mr. Vinay Vinod Sanghi to act as the Managing Director in terms of Section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being re-appointed as the Managing Director in terms of Section 164 of the Companies Act, 2013. Mr. Vinay Vinod Sanghi has also confirmed that he is not debarred from holding the office of a Director by virtue of order passed by SEBI or any other such authority.

Brief resume of Mr. Vinay Vinod Sanghi and additional information as required under Schedule V of the Companies Act, 2013 and such other information as required under Regulation 36 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard- 2 General Meetings, issued by Institute of Company Secretaries of India has been furnished as an Annexure 1 to this Notice.

The Board recommends the Ordinary Resolution as set out at item no. 1 for the re-appointment of Mr. Vinay Vinod Sanghi as the Managing Director of the Company, for approval by the members.

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Except Mr. Vinay Vinod Sanghi and his relatives, being an appointee, none of the other Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at item no. 1.

Item No. 2

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on April 01, 2025, approved the appointment of Mr. Steven Douglas Greenfield as Non-Executive Independent Director of the Company, for a first term of 5 years with effect from April 01, 2025 to March 31, 2030, subject to approval of Members of the Company.

The profile of Mr. Steven Douglas Greenfield is as under:

Mr. Steven has more than 25 years of experience in the automotive technology space. He started his career in 1999 selling software to car dealers and has overseen more than $1 billion in automotive technology acquisitions. Mr. Steven served as TrueCar’s Senior Vice President of Strategy and Business Development, and AutoTrader.com’s Vice President of Product Management and Business Development, overseeing the acquisitions of vAuto, Kelley Blue Book, HomeNet Automotive, VinSolutions, and Dealer Science. Earlier in his career, Steven served as Manheim’s Director of International Development, spearheading Manheim’s overseas investments, including establishing new joint ventures in Dubai, Istanbul and Beijing.

Based on the performance evaluation, his skills, experience, expertise and knowledge, the Nomination and Remuneration Committee and the Board have recommended the appointment of Mr. Steven Douglas Greenfield as Non-Executive Independent Director pursuant to the provisions of Sections 149, 152 and Schedule IV of the Companies Act, 2013. Mr. Steven Douglas Greenfield also fulfills the requirements of a Non-Executive Independent Director as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received a declaration from Mr. Steven Douglas Greenfield confirming that he meets the criteria of independence under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received consent from Mr. Steven Douglas Greenfield to act as a Director in terms of Section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. In terms of Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a Member proposing the candidature of Mr. Steven Douglas Greenfield to be appointed as Non-Executive Independent Director.

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Further, Mr. Steven Douglas Greenfield has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as Non-Executive Independent Director of the Company. Mr. Steven Douglas Greenfield has also confirmed that he is not debarred from holding the office of a Director by virtue of order passed by SEBI or any other such authority. Pursuant to Section 150 of the Companies, Act 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Steven Douglas Greenfield has enrolled his name in the online data bank maintained for Independent Directors with the Indian Institute of Corporate Affairs.

In the opinion of the Board of Directors, Mr. Steven Douglas Greenfield is eligible to be appointed as Non-Executive Independent Director for a term of 5 consecutive years and fulfils the conditions specified in the Companies Act, 2013 and the rules made thereunder, for his appointment as Non-Executive Independent Director of the Company and is independent of the Management.

Brief resume of Mr. Steven Douglas Greenfield and additional information as required under Schedule V of the Companies Act, 2013 and such other information as required under Regulation 36 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standard- 2 General Meetings, issued by Institute of Company Secretaries of India has been furnished as an Annexure 1 to this Notice.

The Board recommends the Special Resolution as set out at item no. 2 for the appointment of Mr. Steven Douglas Greenfield as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for approval by the members.

Except Mr. Steven Douglas Greenfield and his relatives, being an appointee, none of the other Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at item no. 2.

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ANNEXURE 1 TO THE EXPLANATORY STATEMENT

Disclosure pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, is as under:

1.	Name of the Director DIN	Vinay Vinod Sanghi DIN: 00309085	Steven Douglas Greenfield DIN: 10916964
2.	Date of Birth	May08, 1969	February22, 1971
3.	Age	56	54
4.	Qualification	B.com	MBA
5.	Experience & Nature of Expertise	Mr. Vinay Sanghi is the Founder and the driving force of CarTrade Tech since its inception in 2009. He has been instrumental in building the vision of the Company and taking it from a start-up to a leading automotive marketplace. Mr. Vinay Sanghi has been instrumental in CarTrade Tech establishing market leadership and effecting consolidation in the space by acquiring CarWale, BikeWale, Adroit Auto, Shriram Automall and OLX India. With more than three decades in the ecosystem, Vinay has established a standard of excellence in the auto industry. Previously, he was employed with Mahindra First Choice Wheels Ltd. Currently also serving as an Independent Director of HDFC Ergo General Insurance Company Ltd, Chairman & non-executive director of Sobek Auto India Private Limited, and non-executive director of CarTrade Foundation.	Mr. Steven has more than 25 years of experience in the automotive technology space. He started his career in 1999 selling software to car dealers and has overseen more than $1 billion in automotive technology acquisitions. Mr. Steven served as TrueCar’s Senior Vice President of Strategy and Business Development, and AutoTrader.com’s Vice President of Product Management and Business Development, overseeing the acquisitions of vAuto, Kelley Blue Book, HomeNet Automotive, VinSolutions, and Dealer Science. Earlier in his career, Steven served as Manheim’s Director of International Development, spearheading Manheim’s overseas investments, including establishing new joint ventures in Dubai, Istanbul and Beijing.
6.	The last drawn remuneration	7.25 crores	NIL
7.	Date of first appointment on the Board	July 06, 2009	Not Applicable
8.	Shareholding of the Director in the Company	12,61,531 equity shares, 2.66% as on date	25,350 equity shares, 0.05% as on date
9.	Relationships with other Directors, Manager and other Key Managerial Personnel of the Company	He is not related to any Director and/ or Key Managerial Personnel of the Company	He is not related to any Director and/ or Key Managerial Personnel of the Company
10.	Number of Board Meetings attended during the year	4 Board Meetings	Not Applicable

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11.	Directorships held in other companies	1. HDFC Ergo General Insurance Company Limited – Director; 2. Shriram Automall India Limited – Director; 3. Sobek Auto India Private Limited – Director; and 4. CarTrade Foundation.	1. Spree Acquisition Corp. 1 Limited – Director 2. Shriram Automall India Limited – Director;
12.	Committee Chairmanships / Memberships	1. CarTrade Tech Limited i. Audit Committee – Member; ii. Stakeholder Relationship Committee – Member; iii. Nomination and Remuneration Committee – Member; iv. Risk Management Committee – Chairperson; v. Corporate Social Responsibility Committee – Member; and vi. IPO Committee – Member. 2. Shriram Automall India Limited i. Nomination and Remuneration Committee – Member; ii. Corporate Social Responsibility Committee – Member; and iii. Business Development Committee – Member. 3. HDFC Ergo General Insurance Company Limited i. Corporate social responsibility, Member; and ii. Policyholder Protection, Grievance Redressal and Claims Monitoring Committee, Member	None
13.	Information as required under BSE circular no. LIST/COMP/14/ 2018-19 and NSE circular no. NSE/CML/2018/ 24 dated June 20, 2018.	Mr. Vinay is not debarred from holding the office of Director by any SEBI order or any other such authority.	Mr. Steven is not debarred from holding the office of Director by any SEBI order or any other such authority.

Copy of letter of appointment/ employment agreement constituting terms and conditions of appointment and other allied documents, being referred in the resolution would be available for inspection by the Members free of cost, in physical or electronic form during business hours i.e., 09:30 a.m. to 05:30 p.m. at the Registered Office of the Company.

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AI assistant

CarTrade Tech Limited — Proxy Solicitation & Information Statement 2025

60917_rns_2025-04-02_fbb7f697-b12d-46ae-9c70-69d20f49f05b.pdf

ISIN: INE290S01011

Subject: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Yours faithfully, For CarTrade Tech Limited

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