Directors Report of Mahindra Logistics Ltd.

Mar 31, 2025

The Board of Directors ("the Board”) of Mahindra Logistics Limited ("the Company”) is pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended 31 March 2025 ("financial year under review” or "financial year 2024-25”).

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

 

(? in crores)
Â	Standalone		Consolidated
Â	Financial	Financial	Financial	Financial
Particulars	year 2024-25	year 2023-24	year 2024-25	year 2023-24
Income	Â	Â	Â	Â
Revenue from Operations	5,012.56	4,529.90	6,104.83	5,505.97
Other Income	11.30	13.30	15.82	17.90
Total Income	5,023.86	4,543.20	6,120.65	5,523.87
Expenses	Â	Â	Â	Â
Cost of materials consumed	-	0.41	-	0.41
Operating expenses	4,302.46	3,829.38	5,260.89	4,687.59
Employee benefit expenses	292.81	284.94	403.60	404.70
Finance cost	54.31	44.11	81.21	68.16
Depreciation and amortisation expenses	196.05	177.54	226.32	208.99
Other expenses	120.05	122.78	156.29	184.23
Total Expenses	4,965.68	4,459.16	6,128.31	5,554.08
Profit/(Loss) before share of profit/(loss) of Joint Venture/ Associate and exceptional items	58.18	84.04	(7.66)	(30.21)
Share of (loss)/profit of Joint Venture/Associate	-	-	(0.01)	(1.02)
Profit/(Loss) before exceptional items and tax	-	-	(7.67)	(31.23)
Exceptional items (net)	-	1.51	Â	3.82
Profit Before Tax	58.18	85.55	(7.67)	(27.41)
Tax expenses	14.68	23.57	22.33	25.68
Profit After Tax	43.50	61.98	(30.00)	(53.09)
Other comprehensive income/(losses)	Â	Â	Â	Â
Re-measurements of the defined benefit plans - Gains/(Losses)	0.53	0.89	0.26	0.96
Income tax relating to items that will not be reclassified to profit & loss	(0.14)	(0.25)	(0.15)	(0.32)
Total other comprehensive income	0.39	0.64	0.11	0.64
Total comprehensive income	43.89	62.62	(29.89)	(52.45)
Attributable to	Â	Â	Â	Â
(a) Owners of the Company	43.89	62.62	(35.67)	(54.06)
(b) Non-Controlling interest	-	-	5.78	1.61

 

The financial year 2024-25 was a challenging year for the logistics sector. The global economy witnessed steady but uneven growth, with many major economies showing resilience despite facing numerous risks and challenges. This mandated cautious policy mix and structural reforms across the globe to support the recovery. The Indian economy largely aligned with the initial outlook, showing robust growth and resilience despite global challenges, uncertainties and geopolitical events along the way. While the overall economic activity showed an uptick with a strong growth, some sectors, such as manufacturing, experienced a slowdown dragged by poor sector performance. Despite the expectation of favourable tailwinds, the Company's key end markets showed strength in overall automotive segment, driven by growth primarily in SUV segment. Two Wheelers saw good recovery compared to previous year, demand for commercial vehicles remained relatively muted. Farm segment saw degrowth due to slow demand in first half of the year, though recovered

 

in second half. Consumer segment continued to face headwinds with muted volumes and demand softness in both urban and rural areas. However, many of the customers in this segment are now earnestly reviewing their supply chain design and this is resulting in a higher number of bids or Request for Quotations (RFQs) for integrated logistics services. Manufacturing sector showed positive revenue growth signs with strong execution of existing orderbook. E-commerce showed growth during the year, exhibiting expansion beyond metros and tier 1 regions. Within E-commerce, Quick-commerce segment grew rapidly, leading to increase in warehouse order intake in key geographical markets.

During the financial year under review, cross-border pricing remained volatile. Freight rates for ocean and air remained subdued across all products. There has been an increased focus on growing volumes across key end markets to absorb price volatility. With rebalancing of global supply chain and a greater focus on Indian exports, cross border logistics remains a key growth area for us in the future. Your Company will continue to invest in developing capabilities and strengthening its offerings in this space.

Express business saw improvement in financial performance, although volume growth continues to remain a challenge. It added new logos towards the end of the financial year but volume growth was not flowing through due to down trade in existing accounts. Your Company's Express business strengthened account management to improve share of wallet realization and invested in systems and processes to improve operational stability. Express business is now focused on growing volumes by expanding its offering in the regional distribution space. It is designed to streamline deliveries from distribution centres to dealers and distributors, ensuring flexibility, optimized delivery times and comprehensive end-to-end visibility.

Mobility saw improvement in profitability despite moderation in revenue growth. B2B segment saw lower offtake and churn in some accounts. Passenger growth across airports saw steady growth. To capitalise on this demand, your Company's Mobility business expanded its services to 4 new airports, bringing MLL Mobility's presence to 13 airports by the year's end. During the financial year under review, it focused on strengthening its existing offerings, create differentiation and develop Right to Win. It also laid the groundwork for the launch of a premium offering focused on high end customers.

Consolidated Performance

I n financial year 2024-25, your Company experienced robust consolidated revenue growth, reaching ? 6,104.83 crores, with a surge of 10.88% compared

to the previous year. However, gross margin decreased marginally to 9.35% from 9.55% in financial year 2024-25. The Profit After Tax ("PAT”) was impacted due to lower volume in the Express business and margin pressure in some segments, though it has shown a strong recovery from previous year. In the 3PL business, your Company faced two key challenges - inflationary impact on labour cost and lower volumes in some end markets. Your Company also tried to offset these challenges by operational efficiencies and productivity improvements. Your Company also continued to invest assertively in new facilities building its multi-client Built-to-Suit ("BTS”) sites and capital investments in key projects.

Expanding its offerings and leveraging existing network reach remains one of your Company's foundational priorities. During the financial year under review, your Company launched two new offerings:

•    ProTrucking - a premium long-haul service that guarantees 100% on-demand, dedicated fleet availability nationwide.

•    eDeL - EAR (Emission Analytics Report), a cutting-edge digital platform that empowers businesses to achieve sustainable logistics through an intuitive interface and robust analytics.

Another key achievement of the year was successful incorporation of the joint venture - Seino MLL Logistics Private Limited ("SMLPL”) with Seino Holdings Co. Ltd ("Seino Japan”). This joint venture will provide integrated logistics solutions to Japanese automotive & strategic non-auto customers in India. Leveraging the Company's extensive network and Seino Japan's expertise with Japanese automotive customers, the joint venture aims to deliver solutions while prioritizing technology, process innovation, operational excellence and sustainability.

The consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA”) grew by 24.02% to ? 284.05 crores for the financial year 2024-25, as compared to ? 229.04 crores for the previous financial year.

The consolidated PAT (after share of loss of Joint Venture/Associate and controlling interest) improved to ? (30) crores for the financial year 2024-25 from ? (53.09) crores in the previous financial year.

From a sustainability perspective, your Company's focus remains on three pillars: Decarbonizing its supply chains, sustainable infrastructure and driving circularity across its business. Your Company finished Financial Year 2024-25 with over 16 million green kilometres across its electric vehicle fleet, over 4 million. sq. ft. of renewable power warehousing and five IGBC Platinum.

Your Company has a vision for excellence by positioning itself as a leader in technology. It has made significant progress towards the development of LogiOne - your Company's integrated tech ecosystem. The Catapult program saw a participation of 160+ start-ups from supply chain and mobility space in its 4^th edition this year.

Standalone Performance

I n financial year 2024-25, standalone revenue of ? 5,012.56 crores was reported, an increase of 10.65%, from ? 4,529.90 crores in the previous financial year. Gross margin decreased to 9.90% as compared to 11.10% in the previous financial year. EBITDA also witnessed a nominal growth, reaching ? 297.24 crores compared to ? 292.39 crores in previous financial year. Profit Before Tax ("PBT”) declined to ? 58.18 crores from ? 85.55 crores. PAT declined to ? 43.50 crores in financial year 2024-25 compared to ? 61.98 crores in previous financial year.

PBT witnessed de-growth of 31.99% compared to previous financial year. The same translated into diluted earnings per share that stood at ? 6.03, compared to ? 8.58 in the previous financial year.

Credit Ratings

The Long-term/Short-term credit facilities (fund and non-fund based) and Commercial Paper of the Company are rated by ICRA Limited. During the financial year under review, ICRA Limited re-affirmed and retained [ICRA]AA(Stable)/[ICRA]A1+ credit ratings assigned to said credit facilities as well as assigned and validated [ICRA]A1+ for Commercial Papers issued by the Company. The Outlook on the long-term rating continues to be Stable.

The liquidity position of the Company is strong, supported by its cash & bank balance and liquid investments of ? 43.36 crores as on 31 March 2025. The credit rating reflects the Company's strong financial profile characterised by its low leverage and strong debt coverage, and a high degree of safety regarding timely servicing of its financial obligations.

Ratings issued by ICRA Limited are disclosed on the website of the Company and can be accessed at the weblink https://mahindralogistics.com/financial-results/ credit- ratings/ and website of the stock exchanges where equity shares of the Company are listed.

Accounting Method

The Annual Audited Consolidated and Standalone Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act”) and are prepared in accordance with the Indian Accounting Standards ("Ind AS”) as notified

under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations”). The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and joint ventures.

The Annual Audited Consolidated and Standalone Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

Publication and access to the Financial Statements and Results

The Company publishes its Unaudited Consolidated and Standalone Financial Results which are subjected to limited review on a quarterly basis. The Audited Consolidated and Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where equity shares of the Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual Audited Consolidated & Standalone Financial Statements of Company, Financial Statements of the subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/financial-results/.

Change in the nature of the business

There have been no changes in the nature of the business and operations of the Company during the financial year under review.

B. ACQUISITIONS & INVESTMENTS

Your Company has completed the following acquisitions/ investments during the financial year 2024-25:

MLL Express Services Private Limited ("MESPL")

During the financial year under review, the Company had subscribed and was allotted 8,50,00,000 equity shares of MESPL for an amount not exceeding ? 85 crores through rights issue to meet its working

capital requirements, continuing operations and for general & corporate purposes. MESPL continues to be a 100% wholly-owned subsidiary of the Company. MESPL provides B2B express logistics services under the brand name "Rivigo by Mahindra Logistics”

Seino MLL Logistics Private Limited

On 30 May 2024, the Company executed a Joint Venture Agreement with Seino Japan to enable the formation of a joint venture company in India, for carrying on the business of providing warehousing and trucking services and related services thereto primarily to Japanese automobile companies and Japanese auto ancillary companies and/or their respective automobile and/or auto ancillary Affiliates in India. Pursuant to the above, SMLPL was incorporated on 23 October 2024. Upon incorporation, the Company invested ? 2 crores and holds 50% of the share capital in SMLPL while the balance 50% is held by Seino Japan.

MLL Global Logistics Limited

MLL Global Logistics Limited ("MGL”), wholly-owned subsidiary of the Company, was incorporated in United Kingdom on 6 December 2022, to provide freight forwarding, logistics, transportation and air charter services. MGL had not commenced its operations post incorporation. Based on the approval of the Board of Directors and consent of shareholders of MGL obtained on 4 March 2025, MGL has made an application for voluntary strike-off and dissolution with the Registrar of Companies, United Kingdom, which is pending as on the date of this Report.

Material changes and commitments affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2024-25 till the date of this Report i.e., from 1 April 2025 to 21 April 2025.

C.    SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANYSubsidiaries

As on 31 March 2025 and the date of this Report, the Company has seven unlisted subsidiaries, four of which are wholly-owned subsidiaries. The subsidiary companies primarily deal in the business of transportation, freight forwarding, express network business, last mile delivery, mobility business and continue to contribute to the overall growth in revenues and performance of the Company. For the financial year 2024-25, the subsidiaries contributed to 18% of the consolidated revenue of the Company.

Lords Freight (India) Private Limited ("Lords"),

subsidiary of the Company, provides freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During the financial year 2024-25, Lords earned revenue of ? 298.73 crores as against ? 247.85 crores in the previous year, registering a growth of 20.53% over previous financial year. Net profit after tax grew by 88.50% and stood at ? 6.39 crores for the financial year under review as against ? 3.39 crores for the previous financial year.

The Company holds 99.05% stake in Lords as on 31 March 2025.

Lx2 Logistics Private Limited ("2x2"), subsidiary of the Company, specializes in offering automotive outbound logistics solutions to four-wheeler industry and has a fleet of 175+ vehicles. During the financial year 2024-25, the revenue of 2x2 grew by 53.69% amounting to ? 85.07 crores as against ? 55.35 crores in the previous financial year. There is a net profit after tax of ? 12.23 crores during the financial year 2024-25 as compared to a net profit of ? 3.51 crores for the previous financial year.

The Company holds 55% stake in 2x2 as on 31 March 2025.

M LL Express Services Private Limited ("MESPL"),

headquartered in Gurgaon, provides B2B Express logistics services across the value chain under the brand name "Rivigo by Mahindra Logistics”. During the financial year 2024-25, MESPL earned revenue of ? 363.83 crores as compared to ? 364.22 crores in the previous financial year. Net loss after tax decreased by 21.23% and stood at ? 97.34 crores for the financial year under review as compared to ? 123.57 crores in the previous financial year.

The Company holds 100% stake in MESPL as on 31 March 2025.

M LL Mobility Private Limited ("MMPL") is in the

business of providing passenger transportation in ride hail segment and corporate transportation service solutions to companies in various sectors such as BPOs, Banking, IT and ITES. MMPL has vehicles fleet of 200+ vehicles. During the financial year 2024-25, MMPL earned revenue of ? 320.53 crores as against ? 333.34 crores in the previous financial year. Net profit after tax of ? 5.42 crores for the financial year under review as against the net profit after tax of ? 1.78 crores for the previous financial year.

The Company holds 100% stake in MMPL as on 31 March 2025.

LipZap Logistics Private Limited ("ZipZap"),

headquartered in Hyderabad, is a tech enabled last-mile delivery logistics company operating under the brand name "Whizzard” During the financial year 2024-25, ZipZap earned revenue of ? 172.97 crores as compared to ? 125.24 crores in the previous financial year, an increase of 38.11%. There is a net profit after tax of ? 0.78 crores during the financial year under review as against a net loss of ? 2.94 crores in the previous financial year.

The Company holds 64.10 % of the issued share capital in ZipZap as on 31 March 2025.

V-Link    Freight Services Private Limited

("VLFPL"), provides freight forwarding, logistics and transportation, and air charter services. During the financial year 2024-25, VLFPL earned revenue of ? 6.80 crores as compared to ? 6.46 crores in the previous financial year, an increase of 5.26%. There is a net loss after tax of ? 0.98 crores during the financial year under review as against a net loss of ? 1.58 crores in the previous financial year.

The Company holds 100% stake in VLFPL as on 31 March 2025.

V LL Global Logistics Limited ("MGL"), a wholly owned subsidiary, has not commenced any operations post incorporation and is in the process of voluntary strike-off and dissolution with the Registrar of Companies, United Kingdom.

The Company holds 100% stake in MGL as on 31 March 2025.

Joint Ventures/Associates

Seino MLL Logistics Private Limited ("SMLPL") was

incorporated on 23 October 2024 based on the Joint Venture Agreement entered between the Company and Seino Japan. SMLPL is a joint venture of the Company.

Material Subsidiaries

I n terms of the criteria laid down in the Company's Policy on Material Subsidiaries and the SEBI Listing Regulations, the Company has no Material Unlisted Subsidiary during the financial year under review.

Performance and contribution of the Subsidiaries and Joint Venture/Associates

A report on the highlights of the performance and financial position of each of the Company's subsidiaries, joint venture/associate companies is included in the Consolidated Financial Statements and the salient features of their Financial Statements and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the rules framed thereunder, is provided in Form AOC-1, which forms part of the Integrated Annual Report.

There was no material change in nature of the business of the subsidiaries or joint venture/associate of the Company during the financial year 2024-25.

Holding and Promoter Company

Mahindra & Mahindra Limited ("M&M”) is the Holding and Promoter Company of the Company.

As on 31 March 2025, M&M holds 4,18,12,257 equity shares, representing 57.97% of the share capital of the Company.

D. DIVIDENDDividend Distribution Policy

The Board of the Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations which establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company.

As per the Dividend Distribution Policy, the dividend payout is determined basis the performance of the Company, available financial resources, investment requirements and taking into account optimal shareholder return and other internal and external factors. Within these parameters, the Company would endeavour to maintain a dividend pay-out of an optimal range of at least 20% of annual audited standalone PAT of the Company.

The Dividend Distribution Policy is enclosed herewith as Annexure I to this Board's Report and forms part of the Integrated Annual Report. It is also uploaded on the website of the Company and can be accessed from the weblink: https7/mahindralogistirs.rom/poliries/.

Dividend paid during the financial year 2024-25

During the financial year 2024-25, with approval of the Members at the 17^th Annual General Meeting, the Company paid final dividend of ? 2.50 per equity share (being 25% of face value) to the members of the Company holding 7,20,50,341 equity shares. The said dividend paid represented 29.06% of standalone PAT as of 31 March 2024 and resulted in cash outflow of ? 18.01 crores (including withholding tax of ? 1.46 crores).

The Company has not declared or paid any Interim Dividend during the financial year under review.

Dividend recommended for the financial year 2024-25

Considering the performance of the Company for the financial year 2024-25, the Board of the Company has recommended a final dividend of ? 2.50 per equity share (being 25% of face value) out of the profits earned by the Company for the financial year 2024-25.

The recommended equity dividend outgo represents 41.45% of standalone PAT earned for the financial

year 2024-25 and based on the issued share capital of the Company as on 31 March 2025, would result in cash outflow of approximately ? 18.03 crores including withholding tax, if declared.

The final dividend recommended for the financial year 2024-25 is in accordance with the parameters laid down in the Dividend Distribution Policy of the Company and is subject to approval of Members at the ensuing Annual General Meeting ("AGM”) and deduction of tax at source. Final dividend, if approved, shall be payable to those Members whose names appear in the Register of Members and List of Beneficial Owners as on Friday, 11 July 2025 i.e., the Record Date.

Details of members as available in the Register of Members/List of Beneficial Owners on Record Date will be relied upon by the Company for the purpose of complying with the applicable withholding tax provisions and payment of the final dividend, if declared.

Transfer to reserves

The Board has decided not to transfer any amount to the General Reserves for the financial year under review. The profits earned during the financial year have been retained in the Profit S Loss Account of the Company for business and operations of the Company.

E. INVESTOR RELATIONS

Throughout the financial year, the Company continued its interactions with domestic and overseas analysts, investors and funds, establishing a relationship of transparency and mutual understanding.

The Management of the Company engages with the investor community through different means such as one-on-one meetings, group meetings, periodic warehouse site visits and participation in conferences organized by investors/broking houses. Additionally, the Company conducts quarterly earnings conference calls, following the announcement of the financial results. These interactions take place either virtually or in person and aim to provide a comprehensive overview of the Company's operations, business and financial performance, as well as industry developments.

To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, outcomes, recordings, transcripts etc. of the interactions held on its website and on the websites of the Stock Exchanges where its equity shares are listed, at various stages of the interactions. The disclosures, presentation, transcripts and the audio recordings of the interactions are hosted on the website of the Company for a minimum period of five years or lower timeframe as prescribed under the SEBI Listing Regulations and thereafter as per the archival policy of the Company.

The investor relations information are uploaded on website of the Company and can be accessed from the weblink: https^//mahindralogistirs.rom/investor-interartion/.

V    rior to the interactions an advance intimation of the schedule of group interactions, conducted virtually or in person, with details pertaining to the meet/call, mode of attending, details pertaining to registrations, disclaimers/note to complete/ease registration/ attend the call, details regarding specific platform requirements, if any, inclusions/exclusions of audience/ participants, if any, and such other details as applicable, are disclosed by the Company.

An earnings presentation summarizing the Company's overall business, services offered, industry trend, published financial results and performance is released by the Company upon publication of financial results on a quarterly basis and is made available to the shareholders, investors and general public through uploads on the website of the Stock Exchanges and the Company, in advance for active and healthy participation.

V    uring the interactions the investors/analyst/funds are briefed on the published financial results, overall performance of the businesses of the Company, general industry update, information available in public domain and contents of the earnings presentation, followed by a Question S Answer session with the management of the Company.

No unpublished price sensitive information is discussed/ disclosed during interactions to create confidence and maintain sanctity of the meet/call.

Vost the interactions an outcome of all group interactions giving brief of the discussions at the interactions, the exact weblink of the presentations referred to during the interactions and confirmation that, no unpublished price sensitive information was shared/discussed in the meeting/call, is promptly disclosed to the stock exchanges where equity shares of the Company are listed and uploaded on the website of the Company.

Additionally for all quarterly earnings conference calls, list of management attendees, the exact weblink to the website of the Company where the audio recording is uploaded, are disclosed and made public on conclusion of the earnings call. The transcripts of the quarterly earnings calls in readable pdf format are also filed with the Stock Exchanges and uploaded on the website of the Company, within five working days on conclusion of the call.

The Company also has the Investor Grievance Redressal Policy (including Escalation Matrix) to promote and build prompt Investor Grievance redressal mechanism and investor friendly relations. The said Policy recognises

the Investors' right and access to reach out to the Company to enable them to raise a query or record a grievance, which would also enable the Company to use investors' views as a feedback mechanism.

Silent period

The Company, voluntarily as a good governance practice, observes a 'Silent/Quiet period' for 15 days prior to the announcement of its quarterly & annual financial results to safeguard price sensitive information and avoid unintended slippage of information. During this period, no interactions are held with investors, analysts, funds or media houses to ensure protection of Company's Unpublished Price Sensitive Information. Notice of the Silent period is circulated internally to all concerned stakeholders and also uploaded on the website of the Company.

F. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The Company's Internal Financial Controls were deployed through Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO), that addresses material risks in the Company's operations and financial reporting objectives.

The Company continues to invest in various digitisation initiatives to automate controls to an extent possible, in order to minimize manual errors and lapses. The Company added new automated controls considering the increase in size and complexity of its operation. During the financial year under review, the Company engaged an external independent consultant to conduct an audit of its risk control matrix and assess the design and operating effectiveness of the Internal Financial Controls. The findings of the audit indicated that there were no material weaknesses in the effectiveness of the internal control systems, and no major deficiencies were identified in their design or operation. Furthermore, no significant changes in the internal control over financial reporting were noted, and the internal control systems were operating adequately.

The Company's internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of 31 March 2025. During the financial year under review, neither the Internal Auditor nor the Statutory Auditors issued any letters indicating weaknesses in the internal controls.

The Company's Financial Statements are prepared basis the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These accounting policies undergo periodical review and are updated from time to time.

The Company uses SAP ERP systems as a business enabler and to maintain its books of accounts. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, necessary approval mechanisms, and the maintenance of supporting records.

Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. Management conducts regular reviews of the systems, standard operating procedures, and controls. The Internal Audit department audits these systems and controls, with their findings and recommendations being reviewed by the Audit Committee, which oversees their implementation. Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal 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 Audit Committee, the Board is of the opinion that the Company's internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2024-25.

G. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of the Integrated Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2024-25.

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company, during the financial year under review, were in the ordinary course of business and on arms' length basis, pre-approved by the Audit Committee, comprising of only Independent Directors of the Company. The said transactions were in accordance with the Policy on materiality of and on dealing with Related Party Transactions, formulated by the Company.

Prior omnibus approval of the Audit Committee is obtained for transactions of the Company with related parties which are repetitive in nature. Further, prior approval of the Audit Committee, is obtained for related party transactions proposed to be entered by the subsidiary of the Company to which the Company is not a party, exceeding 10% of the annual standalone turnover, as per the last audited financial statements of the subsidiary. A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee and the Board on a quarterly basis.

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company and its subsidiaries are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines and also uploaded on the website of the Company at the weblink: https://mahindralogistics.com/financial-results/.

Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the note no. 37 and note no. 38 to the Standalone and Consolidated Financial Statements, respectively forming part of the Integrated Annual Report.

Material Related Party Transactions

During the financial year under review, the Company has entered into material Related Party Transactions ("RPTs'') with M&M, the Holding Company and Promoter of the Company, in excess of the thresholds prescribed by the SEBI Listing Regulations i.e., transactions exceeding lower of ? 1000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements. The material RPTs with M&M were in ordinary course and on arm's length, and pre-approved by the Audit Committee and within the overall limits approved by the Members of the Company. Details of material Related Party Transactions entered into by the Company, were also filed with the stock exchanges in the Report on Corporate Governance in terms of Regulation 27 of the SEBI Listing Regulations, as per the statutory requirements.

In compliance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the material Related Party Transactions entered into by the Company for the financial year 2024-25 are disclosed in Form AOC-2 annexed herewith as Annexure II to this Board's Report and forms part of the Integrated Annual Report.

Policy on Materiality of and on Dealing with Related Party Transactions

The Company's Policy on Materiality of and on dealing with Related Party Transactions (”RPT Policy”) as formulated by the Audit Committee and approved by the Board is uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/policies/.    During the

financial year under review, the said Policy was amended to incorporate the relevant changes brought in the SEBI Listing Regulations.

I. AUDITORS' AND THEIR REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.: 117366W/W-100018) ("Deloitte”) are the Statutory Auditors of the Company. The Members of the Company had at their 15^th AGM held on 29 July 2022 granted their approval for re-appointment of Deloitte for a second term of five consecutive years commencing from the conclusion of the 15^th AGM up to the conclusion of the 20^th AGM of the Company to be held in the year 2027.

All services rendered by the Statutory Auditors are preapproved by the Audit Committee. During the financial year under review, the Statutory Auditors have not offered any prohibitory services to the Company or its holding company or subsidiary company of the Company. Details of fees/remuneration paid to Auditors for the financial year 2024-25 are provided in the Report on Corporate Governance, which forms part of the Integrated Annual Report.

Unmodified Statutory Auditors' Reports

The Statutory Auditors' Reports on the Annual Audited Financial Statements for the financial year 2024-25 forms part of the Integrated Annual Report and is unmodified i.e., it does not contain any qualification, reservation, or adverse remark or disclaimer.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries ("MMJC”) is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate

Governance Certificate, certain other certifications as may be required under the SEBI Listing Regulations read with circulars issued thereat and ESOP Certificates as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the financial year 2024-25. MMJC holds a valid peer review certificate issued by the Institute of Company Secretaries of India.

Further, pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on 21 April 2025 has approved and recommended to the Members for their approval at the ensuing Annual General Meeting, the appointment of MMJC, a peer-reviewed firm of Company Secretaries (Firm Registration No. P2009MH007000) as the Secretarial Auditors of the Company for the first term of five consecutive financial years commencing from

I    April 2025 till 31 March 2030 to conduct Secretarial Audit of the Company.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2025 are unmodified i.e., they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2025 is annexed to this Boards' Report as Annexure III to this Board's Report and forms part of the Integrated Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2025 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI Master circular reference No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated

II    November 2024 is annexed to the Report on Corporate Governance and forms part of the Integrated Annual Report.

The Annual Secretarial Compliance Report is also uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/ financial-results/secretarial-compliance-reports/.

Secretarial Audit of Material Unlisted Subsidiary

There is no Material Unlisted Subsidiary of the Company during the financial year under review and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the financial year under review.

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's processes. The Board has appointed Mr. K. N. Vaidyanathan as the Internal Auditor of the Company with effect from 1 April 2020, who reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which inter-alia, covers core business operations as well as support functions which is reviewed and approved by the Audit Committee on an annual basis. The Internal Audit approach verifies compliance with the operational and system related procedures and controls.

Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

During the financial year under review, there were no suspected frauds or irregularity or a failure of internal control systems of a material nature which required reporting to the Board or the Audit Committee.

Cost Audit and Records

For the financial year 2024-25, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were not applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records for financial year 2024-25 and accordingly, such accounts and records are maintained.

Reporting of frauds by Auditors

During the financial year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

J. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees provided by the Company during the financial year 2024-25 and the purpose for which the loan or guarantee is utilized by the recipient are disclosed in Note Nos. 7, 8 and 39 to the Standalone Financial Statements. No loans/advances have been

made to companies/firms in which Directors are interested. During the financial year under review, the Company has not provided any loans/advances/ guarantees/securities in connection with any loans given.

The transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing Regulations are disclosed in notes to the Standalone Financial Statements.

K.    PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees, during the financial year under review and no amount on account of principal or interest thereon was outstanding as of 31 March 2025.

The Company has not accepted any loans from its Directors or from Subsidiary or Associate/Joint Venture company of the Company during the financial year under review.

The details of the inter-corporate deposit availed by the Company alongwith the transaction(s) of the Company with any person/entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI Listing Regulations are disclosed separately in the Financial Statements of the Company.

L.    EMPLOYEES

Key Managerial Personnel

As on 31 March 2025, the following persons are designated as Key Managerial Personnel ("KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1.    Mr. Rampraveen Swaminathan, Managing Director & CEO;

2.    Mr. Saurabh Taneja, Chief Financial Officer;

3.    Mr. Jignesh Parikh, Company Secretary.

Mr. Rampraveen Swaminathan (DIN:01300682) has resigned on 21 April 2025 to pursue other professional interests and will cease to be the Managing Director S CEO, and as a Director S KMP of the Company with effect from close of 4 May 2025.

Further, basis the recommendations of the Nomination and Remuneration Committee ("NRC”), at its meeting held on 21 April 2025, the Board of Directors has approved appointment of Mr. Hemant Sikka (DIN:00922281) as the Managing Director of the

Company designated as "Managing Director and Chief Executive Officer” ("MD S CEO”) and KMP of the Company for a period of 5 (five) years with effect from 5 May 2025 to 4 May 2030 (both days inclusive), subject to approval of the Members of the Company at the ensuing Annual General Meeting of the Company.

Employee Stock Option Schemes

Employee Stock Options are recognised as an effective instrument to attract and retain talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to participate in the growth of the Company and to also create long-term wealth in the hands of employees.

The Company has in force two Employee Stock Option schemes:

1.    Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS Scheme 2012”) and

2.    Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018”);

collectively referred to as "Schemes”.

During the financial year under review, in order to facilitate and expedite the allotment process and provide operational flexibility, the RSU Plan 2018 was amended authorising the Board or any committee constituted by the Board to allot shares upon exercise of options by the employees. In terms of the above amendment, the Board authorised the Stakeholders' Relationship Committee to make allotment of the equity shares upon exercise of vested options by the Restricted Stock Units ("RSU”) grantee under the RSU Plan 2018. During the financial year under review, the NRC granted 57,238 RSUs to the eligible employees of the Company and the Subsidiary companies in accordance with the RSU Plan 2018 approved by the Members. No eligible employee (including Director) of the Company has been granted RSUs equal to or exceeding 1% of the issued share capital of the Company at the time of grant. No stock options were granted under the KESOS Scheme 2012 during the financial year under review and there are nil stock options outstanding under the KESOS Scheme 2012 as on 31 March 2025.

MMJC, Secretarial Auditor of the Company, has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB S SE Regulations”), as applicable and the resolutions passed by the Members for the respective Schemes. The NRC has at its meeting held on 21 April 2025 reviewed and took note of the implementation of the Schemes in

line with the approvals granted and the compliance certificate issued by the Secretarial Auditor. Copy of the compliance certificates would be placed at the ensuing AGM for inspection by the Members. Disclosures with respect to the Schemes implemented by the Company, as required under Regulation 14 of the SEBI SBEB & SE Regulations are uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/financial-results/.

Particulars of employees and related disclosures

The Company has seven employees who were in receipt of remuneration of not less than ? 1,02,00,000/-during the financial year under review or not less than ? 8,50,000/- per month during any part of the financial year ended 31 March 2025.

Disclosures with respect to the remuneration of the Directors, the KMPs and the employees of the Company as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Boards' Report and forms part of the Integrated Annual Report.

Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/ financial-results/. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at [email protected].

M. EMPLOYEE RELATIONS

At Mahindra Logistics, we empower our workforce to excel. Our culture fosters trust, fairness and empathy, which promotes open communication and mutual respect. Recognised as a Great Place to Work, we prioritize employee satisfaction through feedback, talent initiatives, and recognition. Together, we create a workplace where every individual feels valued, motivated, and inspired to succeed.

We are certified as a Great Place to Work, evaluated through the trust index and the culture audit to understand the relationship an employee shares with the organisation, own job and colleagues at work.

Inclusion, Diversity, Equity and Accessibility ("IDEA")

We are deeply committed to fostering an inclusive workplace where every individual feels valued and empowered. Our IDEA initiatives include the People & IDEA Council, driving specific projects for positive change. Our People & IDEA Council leads this work with focus and intent, driving efforts across the organization that go beyond policies and into everyday culture. The Company has the following Employee Resource Groups (ERGs) that bring people together around shared experiences and goals:

•    VEER - supporting the integration of veterans into corporate roles

•    SABAL - advocating for accessibility and inclusion of persons with disabilities

•    RISING STARS - nurturing young talent and next-generation leaders

•    PRERNA - focused on gender inclusion and advancing women in the workplace

•    RAINBOW NETWORK - fostering LGBTQIA+ inclusion and allyship

These communities have grown with passion, drawing in over 300+ colleagues and allies and building safe spaces for learning, expression and change. Together, we champion diversity and drive meaningful change. Our awareness and sensitization programs are designed to build empathy and understanding:

•    I DEA Circles at plants and warehouses offer safe forums, especially for women, to voice concerns and find support, led by local Human Resources.

•    Diversity sensitisation sessions help our teams understand gender, disability, and LGBTQIA+ realities.

•    Prevention of Sexual Harassment (POSH) training is mandatory.

We have backed this culture shift with meaningful benefits:

•    Our Annual Health Check-up Policy offers preventive health screenings across all age groups because we believe well-being is for everyone, at every stage of life.

•    Through our Campus Program, we are bringing in young minds from diverse backgrounds and tier 2/3 cities, building a strong pipeline of fresh, inclusive talent that reflects the communities we serve.

Performance Management: Driving Alignment with Purpose

The Company believes that performance is not just about metrics - it is about aligning individuals to purpose. The Company's Balance Scorecard approach ensures strategic goals cascade across all levels, while its Unnati platform enables continuous learning and clarity on expectations. A robust talent framework guides our people's growth journey, supported by a decentralised grievance redressal mechanism that keeps accountability close to the ground.

Prioritising the health and wellness of our people

Prioritising employee health with Swayam initiative, we promote wellness in financial, physical, and mental dimensions. From virtual fitness challenges to personalised wellness regimens and one-on-one counselling, the Company creates a culture where people feel supported to be their best. Our themed engagement programs and confidential counselling services contribute to improved wellness and engagement scores. Annual and pre-employment health check-ups reinforce Company's focus on its proactive care.

Other HR Initiatives

Sanjeevani: A platform fostering harmonious work relations, promoting inclusive participation, capability building, communication and welfare. It enhances engagement for all employment categories, especially Fixed Term and Third-party Contract staff.

Townhalls: Conducted quarterly virtually, serving as platforms for disseminating crucial updates, organizational strategies, fostering employee engagement, transparency, alignment, and recognition. These sessions facilitate two-way communication, empowering employees to voice opinions, concerns, and suggestions directly to the leadership team. This year, we conducted in-person leadership town halls across 9 cities, reaching over 200 sites and engaging more than 2,000 employees.

Skip Level Connect: HR-led sessions enhancing employee relations. Facilitates open dialogue, fosters trust, addressing concerns of managers and employees and strengthens organisational cohesion.

You Said - We Did: A campaign that reassures employees that their opinions matter and they are an integral part of the change journey whereby projects linked to capability building, hygiene action planning, communication, organizational development projects for functions or business units with low scores, leadership development, and talent management have been conducted.

Yearning & Leadership: We believe learning fuels growth for individuals and for the organization. Our newly launched Gurukul, a structured Learning Management System (LMS), gives every employee access to curated learning pathways across leadership, behavioural, and technical skills-anytime, anywhere. It is a step towards making continuous learning a way of life. Our learning ecosystem blends micro-learning, functional expertise, and leadership development to build future-ready capabilities.

• Y LL Ki Paathshala offers 1-3 hours virtual sessions across 59 topics, delivering flexible, high-impact learning.

•    YLEx (Future Leadership Excellence) has

groomed 138 emerging leaders, with 16 advancing into site leadership roles, reinforcing our leadership pipeline. Through Group Programs like Mahindra Accelerated Leadership Track, Future Shapers, and the Shadow Board Competition, we foster strategic thinking and prepare high-potential talent for senior roles. Together, these initiatives enabled 1.4 lakh+ learning hours in Financial Year 2024-25, averaging 34+ hours per employee, strengthening both individual and organizational growth. Prapantaran: The Six Sigma Black Belt certification programme was launched for 15 leaders, they have identified projects linked to optimisation, cost reduction, productivity enhancement etc. specific to their role in the Company with an aim to enhance the problem-solving capability of senior leaders in the Company.

Udaan: Our Second Career Programme for women and part of our Diversity and Inclusion campaign. This initiative offers women opportunities for professional growth and development as they embark on their second career journey. Through Udaan, we aim to empower women to achieve their full potential and contribute meaningfully to our organisation.

Ywayam: Our health and wellness platform prioritizes employees physical and emotional well-being. Through Swayam, we offer resources and support to help employees maintain a healthy lifestyle and cultivate resilience in both their personal and professional lives.

A detailed note on HR initiatives of the Company is provided in the Management Discussion and Analysis section, which forms part of the Integrated Annual Report.

N. HEALTH AND SAFETY

Your Company recognises the importance of safety of its people and is committed to providing a safe and healthy work environment at all operating locations. The Company has adopted an Environment, Health and Safety ("EHS”) Policy to establish effective control measures for EHS management across all locations.

Our well-organised governance structure monitors our EHS Policy and initiatives. The Company also has dedicated safety teams stationed at locations on a need basis. We are aligned with The Mahindra Safety Way ("TMSW”) and follow the safety standards and scrutiny mandated by the Mahindra Group's Central Safety Council, allowing us to report and track our safety performance including injuries, fatalities, and lost days.

The Company is registered member of National Safety Council and the Confederation of Indian Industry ("CII”). The Company is certified for Integrated Management

System ("IMS”), a certification for ISO9001:2015 Quality Management System, ISO45001:2018 for Occupational Health and Safety Management System and ISO14001:2015 for Environment Management System from TUV Rheinland certification body. Assessing and review of Safety report is done on periodical basis which helps to improve standing among the partners and suppliers which increase productivity as employees are safer, healthier, happier, and better motivated.

Our Safety Management System is governed by the EHS Policy and management approach which includes near-miss and incident reporting, Safety Kaizen initiatives, safety observation tours, LIFE 2.0 program, and cutting-edge AR/VR safety training modules.

The Safety Policy outlines methods, processes and organisational structure for achieving safety goals.

The Company also actively promotes a culture of safety through comprehensive training and awareness initiatives. Effective safety communication plays a pivotal role in our efforts. Our flagship program, LIFE 2.0, is dedicated to Impacting Injuries and Fatalities Elimination, underscoring our unwavering commitment to ensuring the well-being of our workforce.

Safety Risk Management initiatives involves hazard identification, risk assessment, job safety analysis and a work permit system.

Proactive hazard assessment is paramount in our operations. The Company has implemented robust systems such as Behavioural Based Safety (BBS), Hazard Identification and Risk Assessment (HIRA), and electrical safety management which enables identification of potential incident risks and implement mitigation strategies. A safety dashboard monitors performance and risk parameters.

Job safety audits are conducted periodically on personal protective equipment, contractor management, and transportation safety and Lock Out Tag Out (LOTO) approach. The permit-to-work system ensures tighter controls over frontline worker tasks.

The Company has also embraced digital initiatives to enhance safety practices. It leverages on technologies like AR/VR fire safety training module for effective learning through immersive simulations. Additionally, M-Safe application and BI Dashboard tools provide comprehensive reporting on safety lead and lag indicators. During the financial year under review, the Company has organised various engaging events to promote a culture of safety - Fire Service Week, World Environment Day, Driver's Day, National Road Safety Week, 54^th National Safety Week.

Our competency programs train employees in defensive driving, first aid, firefighting, emergency preparedness and forklift operations. Notably, our female employees participate in the Women Safety Ambassador program by the Central Safety Council, promoting women's well-being and nurturing a safety culture through their invaluable involvement.

O. QUALITY

The Company believes in adopting an integrated approach to drive excellence in all aspects of its operations. The Company follows the Mahindra group's Business Excellence model "The Mahindra Way” ("TMW”) which is a comprehensive framework which embodies a commitment to achieving excellence across all organizational functions, processes & business operations.

The implementation of TMW is governed by a robust framework - House of TMW, which comprises of 4 elements viz, Organization, Management Process, Business Process and Business Results.

TMW ensures that excellence is not only spread across the organisation through management processes but also deeply embedded within key business processes. Business process are the processes which are critical to the day-to-day running of a business. The management process ensures excellence "Spread” across the organisation and implementation of TMW framework across the key business process ensures "depth” of inculcation of TMW approach across the Company. This dual approach fosters a culture of continuous improvement and operational discipline, reinforcing the organisation's commitment to business excellence. Also, along with this framework, Group Common Policies and Practices ("GCPP”) which includes Safety, Risk Management, Corporate Governance, Diversity & Inclusion, Employee Relations, CSR, & Sustainability are assessed by Mahindra Group's Corporate office. These GCPP assessments ensures that the Company is aligned completely with the ethos of the Mahindra group.

To institutionalise a culture of continuous improvement, the Company undergoes an annual evaluation conducted by experienced assessors. Insights and recommendations derived from this assessment are systematically incorporated using the PDCA (Plan-Do-Check-Act) methodology - a structured approach driving ongoing enhancements. This process serves as a dynamic feedback mechanism, enabling the Company to measure its maturity within the TMW framework while consistently raising the bar for operational excellence.

During the financial year under review, TMW framework was effectively implemented across our value chain,

driving systemic improvements in our processes and reinforcing our commitment to operational excellence. The Company further adheres to the Mahindra Annual Planning Cycle (MAPC), a structured approach that enables the formulation of our annual strategic plan. This plan is systematically cascaded through the Central Leadership Team's Balanced Scorecards and individual goal sheets, ensuring alignment across all levels of the organisation. In line with our function-specific annual objectives, the Company prioritised several key quality-driven initiatives aimed at enhancing efficiency, customer satisfaction and digital transformation. The Company also focused on delivering First-Time-Right (FTR) solutions to its customers, reinforcing its commitment to service excellence. Additionally, it established and institutionalised a structured Customer Satisfaction Index (CSI) process, rolled out a robust Customer Complaint Management (CCM) system and strengthened its relationships with Business Associates to enhance collaborative synergies. Furthermore, the Company accelerated its digital transformation agenda by deploying advanced digital solutions across its value chain, particularly through the LogiOne ecosystem. This comprehensive approach to digitisation has not only optimised operational workflows but also enhanced overall service delivery.

The Company also placed a strong emphasis on capacity building and employee engagement, ensuring that its workforce is well-equipped to meet both current business demands and future growth aspirations.

These concerted efforts have collectively contributed p to the sustained maturity of the Company within the TMW framework, reinforcing the Company's standing at "TMW Stage 5”

Integrated Management System ("IMS") - Quality, Environment & Safety

Your Company remains steadfast in its commitment in maintaining a competitive edge in the market while consistently delivering high-quality services to its customers. Its unwavering focus on excellence ensures that it fulfils its promise of providing superior service experiences every single time. To achieve this, it has established a robust and well-structured framework of processes and systems across our entire value chain, enabling seamless and reliable service delivery.

The Company has been certified for IMS standards since 2020. IMS is a comprehensive framework that integrates three globally recognized standards: ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), and ISO 45001:2018 (Occupational Health and

Safety Management System). This integrated approach empowers the Company to enhance service quality, optimize costs, achieve strategic objectives, and uphold its Vision and Purpose.

The Company successfully completed its 2^nd Surveillance Audit in February 2025 conducted by the renowned external certification body TUV Rheinland across multiple operational sites and Head Office in Mumbai.

Continual Improvement

The Company continues to undertake quality and improvement initiatives across the organisation.

Integrating globally recognized best practices such as Lean Six Sigma enables us to systematically analyse challenges, implement data-driven solutions and drive sustainable improvements across critical processes. The Company's commitment to operational excellence is further reinforced through the effective application of various initiatives such as seven Quality Control Tools, Six Sigma Black Belt along with a suite of Lean tools, process mapping for workflow visualisation, waste elimination techniques. By integrating these methodologies, we continuously enhance productivity, minimize variability, and foster a culture of operational excellence across the organisation.

The Company has successfully implemented 21 Mahindra Blue Belt (MBB) projects, 286 Mahindra Yellow Belt (YBB) projects, 85 Mahindra Green Belt (MGB) projects. The Company also focusses on the capability building programs as per the needs of the employees and feedback from the customers.

BOARD & COMMITTEES Board

As on 31 March 2025 and the date of this Report, the Board of the Company consists of nine Directors comprising of two Non-Executive (Non-Independent) Directors, an Executive Director (Managing Director & CEO), and six Independent Directors, of whom two are Women Independent Directors. The Chairman of the Board is a Non-Executive Director.

Director Retiring by Rotation

Mr. Naveen Raju, Non-Executive (Non-Independent) Director

In terms of Section 152 of the Act, Mr. Naveen Raju, Non-Executive (Non-Independent) Director (DIN: 07653394), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing AGM.

Mr. Naveen Raju has consented to and is not disqualified from being re-appointed as a Non-Executive (Non-

 

Independent) Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is not related to any other Directors/KMPs of the Company.

The Board, basis recommendation of the NRC, recommends his re-appointment as Non-Executive (Non-Independent) Director of the Company, for approval of the Members at the ensuing AGM.

The Notice convening the ensuing AGM sets out the brief profile, other details and disclosures with respect to Directors proposed for appointment and re-appointment.

Changes in the Board composition during the financial year 2024-25

The Members of the Company, at its 17^th AGM had approved the following:

1.    Re-appointment of Dr.AnishShah, (DIN:02719429), as a Non-Executive (Non-Independent) Director liable to retire by rotation.

2.    Re-appointment of Mr. Rampraveen Swaminathan (DIN: 01300682) as the Managing Director of the Company designated as "Managing Director & Chief Executive Officer” for a second term of five years with effect from 4 February 2025 to 3 February 2030 and the remuneration payable to him.

Except to the above, there were no other appointment or resignation or cessation of Directors during the financial year under review.

Changes in the Board composition after the end of financial year 2024-25 and till the date of this Report

Cessation of Mr. Rampraveen Swaminathan as Managing Director & CEO

Mr. Rampraveen Swaminathan has resigned on 21 April 2025 to pursue other professional interests and will cease to be the Managing Director & CEO and as a Director and KMP of the Company with effect from close of 4 May 2025.

Appointment of Mr. Hemant Sikka as Managing Director & CEO

In view of resignation of Mr. Rampraveen Swaminathan, the NRC evaluated candidature of Mr. Hemant Sikka (DIN: 00922281) and after considering the qualifications, skillsets, experience, knowledge, ability to devote sufficient time and attention to the professional obligations, and basis the recommendations of the NRC, the Board at its meeting held on 21 April 2025, approved appointment of Mr. Hemant Sikka as:

(a)    an Additional Director of the Company with effect from 22 April 2025 to hold office upto the date of the ensuing AGM of the Company;

(b)    the Managing Director & CEO (Designate) of the Company from 22 April 2025 to 4 May 2025 (both days inclusive);

(c)    the Managing Director of the Company designated as "Managing Director and Chief Executive Officer” ("MD & CEO”) and as KMP of the Company for a period of five years with effect from 5 May 2025 to 4 May 2030 (both days inclusive), subject to approval of the Members of the Company at the ensuing AGM of the Company, together with the terms and conditions of his appointment and remuneration payable to him.

Mr. Hemant Sikka is not debarred from holding the office of Director on account of any order of SEBI or any other such authority.

The Board, basis recommendation of the NRC, recommends his appointment as the Managing Director & CEO of the Company, for approval of the Members at the ensuing AGM.

The Notice convening the ensuing AGM sets out the brief profile, other details and disclosures with respect to Directors proposed for appointment and re-appointment.

Re-appointment of Two Independent Directors for a Second Term

The NRC at its Meeting held on 21 April 2025, on the basis of performance evaluation and taking into account the external business environment, the business knowledge, acumen, expertise, experience and the substantial contribution made by Ms. Malvika Sinha and Mr. Dhananjay Mungale during their tenure, has recommended to the Board, that their continued association as Independent Directors of the Company would be beneficial to the Company. The Board of the Company at its meeting held on 21 April 2025, basis the recommendation of the NRC, has approved and recommended to the Members for approval, their re-appointment as under:

(1)    Ms. Malvika Sinha (DIN: 08373142) as Non-Executive (Independent) Director for a second term of five consecutive years commencing from 30 July 2025 to 29 July 2030 (both days inclusive), not liable to retire by rotation;

(2)    Mr. Dhananjay Mungale (DIN: 00007563) as Non-Executive (Independent) Director for a second term commencing from 22 July 2025 to 31 May 2028 (both days inclusive), not liable to retire by rotation.

I n the opinion of the Board, Ms. Malvika Sinha and Mr. Dhananjay Mungale, fulfil the conditions for re-appointment as Independent Directors as specified in the Act and the SEBI Listing Regulations and are independent of the management.

Ms. Malvika Sinha and Mr. Dhananjay Mungale have consented to and are not disqualified from being re-appointed as an Independent Director in terms of Section 164 of the Act read with applicable rules made thereunder. They are not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. The Company has received declarations from Ms. Malvika Sinha and Mr. Dhananjay Mungale stating that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and the SEBI Listing Regulations.

The Notice convening the ensuing AGM sets out the brief profile, other details and disclosures with respect to Directors proposed for appointment and re-appointment.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs ("IICA”) and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the management of the Company.

Board Diversity

A diverse Board enables efficient functioning through its access to broad perspectives and diverse thought processes. A truly diverse Board includes and makes good use of differences in the thought, perspective, knowledge, skills, industry experience, background, gender and other distinctions between Directors. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy of the Company is available

on the website of the Company at the weblink: httpsV/mahindralogistics.com/policies/.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of the Company at its meeting (following the NRC and Independent Director meeting) has carried out an annual evaluation of its own performance and that of its committees, as well as performance of all of the Directors including Independent Directors and the Chairman of the Board. The Board has also carried out performance evaluation of the Managing Director & CEO of the Company basis the KRA's set by the NRC.

The Independent Directors in separate meetings carried out the evaluation of the performance of the Chairman of the Company, considering the views of Executive and Non-Executive Directors, the performance of the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The NRC at its meeting reviewed the evaluations, the implementation and compliance of the evaluation exercise done.

Process of evaluation/Feedback mechanism

The performance was evaluated basis feedback for each of the evaluations sought by way of structured and comprehensive questionnaires through a secured electronic portal. The performance evaluation parameters covers various attributes/functioning of the Board such as diversity and adequacy of the composition of the Board and its Committees, setting corporate culture and values, execution and performance of specific duties, Board's functioning such as Board effectiveness, Board meetings, quantity and timeliness of flow of information between the Board Members and the management, composition and Member participation, quality and transparency of discussions, time devoted by the Board to strategy, effectiveness of the Corporate Governance practises etc. based on the criteria approved by the NRC. The evaluators are also encouraged to provide qualitative feedback and comments as part of the evaluation. During the financial year under review, to further enhance the Board effectiveness, the NRC of the Company reviewed and approved amendments to the questionnaire on performance evaluation.

A detailed note on process of evaluation is provided in the Report on Corporate Governance and forms part of the Integrated Annual Report.

Outcome and results of evaluation

The outcome of the evaluations was presented to the Board, the NRC, and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation.

All Directors of the Company as on 31 March 2025 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.

The evaluation exercise for the financial year 2024-25 inter alia, concluded that Independent Directors appointed on the Board fulfils the criteria of Independence as set out in the SEBI Listing Regulations and the Act, the Board conducts its affairs effectively and has the right mix of background, capabilities, competencies, qualifications, experiences and time to serve the Company and the Board operates in a cohesive atmosphere of openness and trust.

Suggestions provided to further enhance the Board's effectiveness by organising sessions with industry/ functional experts and sessions on knowledge sharing and better networking, have been noted and taken up for implementation. Other suggestions from previous evaluations were implemented by the Company.

Familiarisation Program for Independent Directors

The Directors are provided many opportunities to familiarise themselves with the Company, its management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board including periodic warehouse visits, to familiarise them. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Company's values and commitments. They are also introduced to the organisational structure, constitution, terms of reference of the Committees, board procedures, management strategies etc. Further, the Directors are on a quarterly basis apprised on the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, and meetings held during a quarter.

The Board Members are apprised by the Senior Management at quarterly/strategic & budget Board

Meetings by way of presentations which include industry outlook, competition update, company overview, periodic review of investments including detailed operational update on business acquisitions, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Senior Management. The Company Secretary briefs the Directors about the regulatory responsibilities as a Director and also updates them on the changes in the corporate laws and regulations.

The Company has a web-based portal "Boardvantage” accessible to all the Directors, wherein the necessary information is readily available for reference of the Directors.

The Company from time to time familiarises the Directors of the Company of the key roles and responsibilities of the Directors comprising of onboarding and ongoing compliances/disclosures to be made by Directors, general obligations under the Act and the SEBI Regulations. Further the Company also organises periodical site visits for the Directors of the Company and its subsidiaries to give them an overview and walkthrough of operations of the Company and its subsidiaries. Details of familiarisation programs imparted during the financial year under review in accordance with the requirements of the SEBI Listing Regulations are available on the website of the Company and can be accessed at the weblink: https://mahindralngistirs.rnm/disrlnsures-under-sebi-regulatinn/disrlnsures-under-sebi-regulatinn-462/.

Remuneration Policy and criteria for determining attributes, qualification, independence, and appointment of Directors

A Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning ("Appointment and Remuneration Policy”) is adopted and implemented by the Board in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of directors, identification of persons who are qualified to become Directors, KMPs and Senior Management Personnel in accordance with the criteria laid down in the Policy, and the basis for payment of remuneration to the Directors, KMPs, Senior Management and other employees of the Company. During the financial year under review, the Appointment and Remuneration Policy was amended to incorporate the relevant changes brought in the SEBI Listing Regulations.

The Policy is uploaded on website of the Company and can be accessed from the weblink: https://mahindralngistirs.rnm/pnliries/.

Remuneration to Directors

The NRC determines and recommends to the Board the compensation payable to all Directors within the limits approved by the Members and prescribed under the applicable provisions of the Act and the SEBI Listing Regulations. The NRC also reviews and recommends to the Board the remuneration of the Senior Management Personnel of the Company.

Non-Executive Directors

The Non-Executive (Independent) Directors of the Company are paid remuneration in form of fixed commission within the overall limit approved by the Members and sitting fees for attending meetings of the Board and Committees. Non-Executive (Non-Independent) Directors were not paid any remuneration or sitting fees during the financial year under review.

None of the Non-Executive Directors of the Company received remuneration in excess of 50% of the total remuneration paid to all Non-Executive Directors during the financial year under review.

Executive Director - Managing Director & CEO

The Managing Director & CEO of the Company is paid remuneration within the overall terms and limits approved by the Members of the Company. During the financial year under review, the Managing Director & CEO did not draw any remuneration or commission from the Holding Company or the subsidiary companies of the Company.

Details of sitting fees and commission paid to NonExecutive (Independent) Directors and remuneration paid to Managing Director & CEO of the Company for the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of the Integrated Annual Report.

Directors & Officers Liability Insurance

The Company has in place the Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company in line with Regulation 25(10) of the SEBI Listing Regulations.

Succession Planning

The Company has in place processes for orderly succession planning of its Directors and Senior Management which aims to identify high growth individuals, train them and feed the pipelines with new talent. The Company has a process of identifying Hi-pots

and critical positions and mapping suitable successors for these positions. The NRC oversees matters related to succession planning of Directors, KMPs and other senior management of the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the management and after due enquiry, confirm that:

a.    I n the preparation of the annual accounts for the financial year ended 31 March 2025 the applicable accounting standards had been followed and there are no material departures therein;

b.    They had in consultation with Statutory Auditors 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 as at the end of the financial year on 31 March 2025 and of the profit/loss of the Company for the financial year ended on that date;

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 were adequate and were operating effectively during the financial year ended 31 March 2025; and

f.    They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2025.

Board Meetings

During the financial year ended 31 March 2025, five Board Meetings were held through physical and hybrid mode (electronic and physical attendance). For details of meetings of the Board, please refer to the Report on Corporate Governance, which forms part of the Integrated Annual Report.

Annual General Meeting

The 17^th AGM of the Company was held on Monday, 22 July 2024 through audio video conferencing facility. The AGM was attended electronically by 79 members.

Meeting of Independent Directors

The Independent Directors of the Company meet without the presence of other Directors or the management of the Company.

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met twice i.e., on 17 April 2024 and 16 October 2024. The Meetings were attended by all Independent Directors of the Company.

AUDIT COMMITTEE

As on 31 March 2025, the Audit Committee of the Company comprised of six Non-Executive Directors, all of whom are Independent Directors. All Members of the Audit Committee including the Chairman possess strong accounting and financial management knowledge.

Composition of Audit Committee

Details of the composition of the Audit Committee as on 31 March 2025 is given hereunder:

1.    Mr. Ranu Vohra, Independent Director - Chairman

2.    Mr. Darius Pandole, Independent Director -Member

3.    Ms. Avani Davda, Independent Director - Member

4.    Ms. Malvika Sinha, Independent Director - Member

5.    Mr. Dhananjay Mungale, Independent Director -Member

6.    Mr. Ameet Hariani, Independent Director - Member There was no change in the composition of the Audit Committee or in the terms of reference of the Audit Committee, during the financial year under review.

The Company Secretary of the Company acts as the secretary to the Committee.

Recommendations of the Audit Committee

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Other Board Committees

Details of other Board Committees constituted under the Act and the SEBI Listing Regulations, their compositions, meetings held, attendance of the

Members at the Committee Meetings are provided in the Report on Corporate Governance which forms part of the Integrated Annual Report.

The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: https://mahindralogistics. com/board-of-directors/#committee.

Q. GOVERNANCECorporate Governance

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

The Company's Corporate Governance philosophy and practices are further strengthened through "The Mahindra Way” (TMW) assessments, the Group's Business Excellence model, and various policies and codes adopted by the Company.

A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of the Integrated Annual Report.

Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company's Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, Employees and other Stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimisation to those who use such mechanism. The Policy also makes provision for direct access to the Chairman of the Audit Committee. The Company also has a Business Ethics Governance Council ("BEGC”) which is responsible for steering all activities related to ethics & governance in the Company.

All employees, directors, vendors, customers and other stakeholders associated with the Company can access the totally secure, independently monitored and transparent modes of logging of the complaints, which also provides for stakeholders wishing to raise concerns anonymously. The Company has a secure, multilingual and independently monitored online ethics portal provided by a Global third-party service provider 'Convercent' for all stakeholders to report

issues related to Code of Conduct violations and other violations.

All stakeholders can raise complaints/violations noticed across the organisation through the following modes available 24x7:

-    Online web-portal: https://ethics.mahindra.com:

-    Toll free hotline number: # 000 800 100 4175;

-    Writing to the Company at postal    address:

Mahindra Logistics Limited, Arena Space, 10^th & 11^th Floor, Plot No. 20, Jogeshwari Vikhroli Link Road, Near Majas Bus Depot, Jogeshwari - (East), Mumbai - 400060.

-    Directly writing to the Chairman of

the Audit Committee through    e-mail:

[email protected] or by letter addressed to -

The Chairman, Audit Committee

C/o Chief Ethics Officer, Mahindra Logistics Limited Arena Space, 10^th & 11^th Floor,

Plot No. 20, Jogeshwari Vikhroli Link Road, Near Majas Bus Depot, Jogeshwari    - (East),

Mumbai - 400060.

During the financial year under review, the Company has received 31 whistle blower complaints, out of which 28 complaints were investigated and appropriate actions were taken, and investigations are underway for the remaining 3 complaints. A quarterly report on the whistle-blower complaints received by the Company is placed before the Audit Committee for its review. The Managing Director & CEO and CFO of the Company have certified to the Board and Audit Committee that during the financial year under review, no personnel were denied access to the Chairperson of Audit Committee of the Board.

The Whistle Blower Policy of your Company is available on the website of the Company and can be accessed at the weblink: https://mahinriralogistirs.rom/poliries/.

Prevention of Sexual Harassment at Workplace

The Company maintains a strict zero-tolerance policy towards sexual harassment in the workplace. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”), we have adopted a comprehensive, gender-neutral Policy for the Prevention of Sexual Harassment to ensure a safe, secure, and respectful working environment for all employees.

To implement this Policy effectively, Internal Committees ("ICs”) have been constituted at a central level as well as across all four regions —

East, West, North and South — in compliance with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. Each committee comprises a minimum of 50% women members and includes a Presiding Officer, an external member, and a POSH Secretary as default members. Regional SPOCs and dedicated email addresses are available to facilitate the confidential reporting of complaints.

The ICs are responsible for the fair, timely, and impartial investigation and resolution of all sexual harassment complaints, extending their support to employees of all gender identities. They also provide guidance throughout the complaint process, reinforcing our commitment to a workplace where dignity and respect are upheld at all times.

All new employees are oriented on the POSH Policy during induction, and regular sensitisation and awareness sessions are conducted across locations and business units. During the financial year under review, mandatory POSH trainings were delivered both online and in-person, with an enhanced, interactive format. IC members also underwent specialised training to strengthen their capacity to address cases with sensitivity and rigor.

During the financial year 2024-25, the Company has received five complaints in this regard and there was one complaint pending as on 1 April 2024. Each complaint was investigated and appropriately addressed by the respective IC, and all complaints were resolved within the financial year 2024-25. As of 31 March 2025, no complaint was pending.

Risk Management

The Company has a well-defined Risk Management Policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness amongst various business verticals and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Company's activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Company's objectives.

The Risk Management Committee reviews the Risk Management Policy every two years and periodically reviews the framework considering the industry dynamics, evolving complexities, economic environment, increased competition, acquisitions made, change in laws, regulations and policies

by the Government Authorities, working capital requirements of the Company and its impact on the business operations and other developments. During the financial year under review, the Risk Management Committee reviewed and evaluated the risks associated with the business and monitored the mitigation plans in line with the Risk Management Policy and framework adopted by the Company to cover all potential risks viz. Financial Operational, Sectoral, Sustainability, Environmental, Social and Governance ("ESG”), Information Risks, Cyber Security risks, risks related to acquisitions etc. and was of the view that the risk management systems and framework are operating adequately.

The Board, the Audit Committee and the Risk Management Committee have the responsibility for overseeing all risks. The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of the Integrated Annual Report.

R. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

We believe that while driving the growth and success of our business remains a key priority, our broader mission can only be realized through a deep commitment to the communities in which we operate. We recognise that sustainable progress is rooted in empowering and uplifting the people around us. To that end, our approach to community development involves the implementation of long-term, strategic initiatives aimed at creating a resilient and supportive ecosystem that enables inclusive and sustained community growth.

Our CSR philosophy transcends beyond regulatory compliance. Rather than viewing CSR as a legal formality, we consider it an essential aspect of our corporate identity - one that is focused on generating meaningful social, economic and environmental impact. We aim to align our business values with the well-being of society at large.

The CSR Committee of the Board plays a crucial role in steering and supervising our CSR strategy and initiatives. This is done in accordance with the comprehensive CSR Policy adopted by the Board, which outlines key focus areas for intervention. These focus areas serve as the foundation for designing and

implementing programmes, projects and activities that drive tangible and lasting improvements across targeted stakeholder groups.

During the financial year under review, our CSR efforts continued to be directed toward these identified focus areas, in alignment with the Company's CSR Policy. These initiatives positively impacted over one lakh beneficiaries across India, delivering value through interventions in areas such as education, healthcare, livelihood enhancement, environmental sustainability, and community welfare.

Additionally, the Company actively fosters a culture of volunteerism among its employees, encouraging them to engage meaningfully with CSR programmes and contribute to the larger mission of social responsibility. By involving our workforce in these initiatives, we not only enhance the reach and impact of our programmes but also cultivate a shared sense of purpose across the organisation.

CSR - Community engagement Building Communities

We believe that uplift of rural communities is key to the country's economic growth and success. We undertake various community development activities in villages & urban slums and address issues such as health & sanitation, safe drinking water supply, malnutrition, education, youth development, women's empowerment, support to the farmer community and infrastructure development. Similar interventions are driven for smaller groups to improve the working conditions of the beneficiaries or promote their aspirations for better living conditions. These programmes not only enhance capabilities but also addresses issues like human dignity and self-respect.

Our activities in both the above-mentioned approaches include health and eye check-up, road safety trainings, yoga and meditation sessions, road safety awareness campaign for the use of seat belt, reading road and highway signage and personal hygiene, blanket and ration kit distributions, joy of giving drive, school visits etc. We also provide HIV/AIDS awareness including testing and treatment, family welfare and organising celebrations of various festivals together with the promotion of social messages across different locations etc. Support for orphanages, destitute homes, senior citizens, Swachh Bharat Abhiyan are some of the other interventions that are part of our community development initiatives. We strive to enhance lives, promote safety, and build a more inclusive society. During the financial year under review, your Company supported 1,02,397 individuals across the country through 33,942 volunteering hours.

Educational Support

Your Company supported 1183 girls through the 'Nanhi Kali' initiative of the K.C. Mahindra Education Trust, which aims to ensure that every girl child in India has access to education. The programme targets beneficiaries from backward communities in Barabanki (Uttar Pradesh) and Nashik (Maharashtra).

Skill Development

Education and skill development of local communities are critical to national development. Your Company focuses on promoting education, including special education, vocational skills, especially among girls, youths, LGBTQIA+ and the people with disabilities.

During the financial year under review, skill development training through GTT Foundation and Logistics skill Council (LSC) has been imparted to 55 LGBTQIA+, 61 Persons with Disabilities ("PWDs”), 103 youth and 113 women from marginalised and underprivileged communities. Successfully 213 candidates were placed and provided with the income opportunities.

Under the "Livelihood on Wheels” initiative, in collaboration with our product partner NeoMotion, your Company is empowering PWDs by enhancing their mobility and enabling sustainable employment opportunities. Through this initiative, your Company has supported 9 beneficiaries by providing NeoBolt powered wheelchairs, equipping them to work as last-mile delivery executives, thereby fostering independence and financial stability.

During the financial year under review, your Company has supported 341 individuals across the country through this project.

Restoring Environment

Restoring the environment is amongst our core belief and this objective is promoted through the increased usage of renewable energy, waste management, renewal of natural water bodies, enhancement of green cover through tree plantation activities.

Through this intervention, during the financial year under review, your Company directly and in partnership with SankalpTaru planted 4299 saplings, taking the total tally of trees planted to 1,57,711 since financial year 2013.

Every tree that is planted with SankalpTaru is geotagged where latitude and longitude of the tree is captured in the database, generating an "e-forest” which contains an actual photo of the plantation, its google location and their beneficiary's details.

CSR Committee

The CSR Committee of the Board, constituted in compliance with the provisions of the Act read with the applicable rules made thereunder consists of four Directors, of whom one half are Independent Directors. Details of the composition of the CSR Committee as on 31 March 2025 is given hereunder:

1.    Mr. Ranu Vohra, Independent Director - Chairman

2.    Ms. Malvika Sinha, Independent Director - Member

3.    Mr. Rampraveen Swaminathan, Managing Director and CEO - Member

4.    Mr. Naveen Raju, Non-Executive Director - Member

The Company Secretary of the Company acts as the secretary to the Committee.

The Committee, inter-alia, reviews and monitors the CSR as well as Sustainability activities.

Changes in composition of the CSR Committee

During the financial year 2024-25, there were no changes in the composition of the CSR Committee.

The composition of the CSR Committee is uploaded on the website of the Company and can be accessed through the weblink: https://mahindralngistirs.rnm/ board-of-dirertors/#rommittee.

CSR Policy

The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee. The CSR Policy including a brief overview of the projects or programs approved by the Board with implementation schedule thereof is uploaded on website of the Company and can be accessed through the weblink: https://mahindralogistics.com/policies/. There have been no changes made to this Policy, except to the extent of updating the Annexure 2 of the Policy which provides the CSR projects approved by the Board for the financial year 2024-25.

CSR Spend

During the financial year under review, your Company has spent ? 1.45 crores on CSR activities undertaken in terms of the CSR Annual Action Plan recommended by the CSR Committee and approved by the Board vis-a-vis the budgeted spend of ? 1.42 crores. There is no unspent CSR expenditure as on 31 March 2025.

Impact Assessment of CSR Projects

The Company's average CSR obligation in the three immediately preceding financial years does not exceed ? 10 crores. Hence, the Company is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility) Rules, 2014.

Date	Particulars	No. of equity shares allotted	Cumulative Equity Shares (in nos.)	Cumulative Share Capital (in ')
1 April 2024	Opening issued, subscribed and paid-up share capital	-	7,20,36,151	72,03,61,510
9 April 2024	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	14,190	7,20,50,341	72,05,03,410
1 January 2025	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	81,129	7,21,31,470	72,13,14,700
31 March 2025	Closing issued, subscribed and paid-up share capital	-	7,21,31,470	72,13,14,700

 

However, on a voluntary basis as a measure of good governance, the Company at regular intervals conducts impact assessments, internal assessments, situational analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the impact of CSR activities of the Company. Accordingly, the Company has conducted Impact Assessment in the financial year 202425 on projects related to Zero Accident Zone, Health Clinic, Skill Development, Tree Plantation (Mahindra Hariyali) and Employee Engagement Programme, implemented during the financial years 2021-22 to 2023-24. The Impact Assessment Report is placed on the website of the Company and can be accessed at the weblink: https// mahindralogistics.com/wp-content/nploads/2025/06/ CSR Impact Assessment Report.pdf

Annual Report on CSR Activities

Annual Report on CSR activities for the financial year 2024-25 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V to this Board's Report and forms part of the Integrated Annual Report.

S. SUSTAINABILITY

The Company's sustainability strategy is in alignment with the Mahindra Group's Sustainability Framework. Our Sustainability initiatives are mapped under the three core pillars: Greening our Operations, Decarbonising Delivery and Advancing the Ecosystem. The goal is to fulfil the Group's vision 'Together We Rise for Planet Positive' and accordingly the focus areas applicable to our industry have been adopted.

We have been amongst the few companies in the Indian logistic sector to commit to Science Based Target Initiatives ("SBTi”) and is working towards achieving its goal to become Carbon Neutral by 2040. The Company is pioneering Green Logistics with progressive investment and portfolio enhancement in:

•    Building sustainable by design, BTS large format warehouses across India, powered by renewable energy and material circularity.

•    Re-engineering cleaner and affordable transport solutions to clients through electrifying last mile delivery, multi-modal transport, load optimisations and switching to low carbon/alternative fuels.

•    Carbon neutral cross border solution.

•    Environment positive mobility solutions for people transport.

•    Measuring, reporting scope 3 emissions and thereby, offering visibility to low carbon scenario to our clients through Emission Analytics and Advisory.

We also recognise our people, our talent as the key asset and at the core of our business. We believe,

full potential of energy transition cannot be seen through carbon lens only and it requires a holistic integration of environment, social and governance to ensure sustained growth. We also believe in continuous collaboration with our clients, technology start-ups and other stakeholders to deliver on our sustainability commitments.

Specific initiatives taken in this regard are detailed in Annexure VI to this Board's Report and Business Responsibility and Sustainability Report, which forms part of the Integrated Annual Report. Our sustainability initiatives have resulted in energy savings, emissions reduction, increase in renewable energy adoption, improved process efficiencies and increased customer satisfaction.

Business Responsibility and Sustainability Report

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR”) of the Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 2024-25, in the prescribed format is available as a separate section and forms part of the Integrated Annual Report.

The BRSR is also uploaded on the website of the Company and can be accessed at the weblink: https:// mahinriralogistics.com/financial-resnlts/annnal-resnlt/.

T.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure VI to this Board's Report and forms part of the Integrated Annual Report.

U.    POLICIES

The details of the Key Policies adopted by the Company are mentioned at Annexure VII to this Board's Report and forms part of the Integrated Annual Report.

V.    SECRETARIAL Authorised Share Capital

The authorised share capital of the Company as on 31 March 2025 was ? 105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of ? 10/-each. There was no change in the authorised share capital during the financial year under review.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company has allotted 95,319 equity shares of face value of ? 10/-each to the eligible employees of the Company and its subsidiary companies pursuant to exercise of RSUs by them under the RSU Plan 2018. The equity shares issued and allotted during the financial year under review rank

Changes in the equity share capital from 1 April 2025 to date of this Report

There is no change in the equity share capital of the Company from 1 April 2025 to the date of this Report.

Annual Return

The Annual Return of the Company for the financial year ended 31 March 2025 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https// mahinriralogi.stir.s.roiTi/finanrial-re.snlts/annnal-re.snlt/.

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard on Meetings of the Board of Directors ("SS-1”) and the Secretarial Standard on General Meetings ("SS-2”) issued by The Institute of Company Secretaries of India and approved by the Central Government, and such systems are adequate and operating effectively.

During the financial year under review, the Company was in compliance with the SS-1 and SS-2.

W. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is one proceeding pending against the Company filed by an operational creditor under the Insolvency and Bankruptcy Code, 2016 which do not materially impact the business of the Company. The Company will contest the matter based on its merits.

pari-passu with the existing equity shares of the Company in all respects and listed on stock exchanges were the equity shares of the Company are listed.

As on 31 March 2025, 100% of the paid-up share capital of the Company is held in dematerialised mode.

The movement in the paid-up share capital during the financial year under review is as under:

. GENERAL

The Directors state that no disclosure or reporting is

required in respect of the following items, as there were

no transactions/events related to these items during the

financial year under review:

•    I ssue of equity shares with differential rights as to dividend, voting or otherwise;

•    I ssue of sweat equity shares to employees of the Company under any scheme;

•    Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future;

•    Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;

•    Voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act);

•    Suspension of trading of equity shares of the Company;

•    Revision made in Financial Statements or the Board's Report of the Company;

•    There was no one-time settlement done by the Company and hence the provision of details of difference in valuation arising between such one-time settlement and the loan taken from the Banks does not arise.

Y. ACKNOWLEDGMENTS

The Board of Directors wishes to extend its sincere appreciation for the support and cooperation received from various entities, including the government and regulatory authorities, stock exchanges, depositories, banks, customers, business associates and members throughout the financial year under review.

---

Mar 31, 2024

The Board of Directors ("the Board”) of Mahindra Logistics Limited ("the Company”) is pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended 31 March 2024 ("financial year under review” or "financial year 2023-24”).

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

 

(? in crores)

Â	Standalone		Consolidated
Â	Financial	Financial	Financial	Financial
Particulars	year 2023-24	year 2022-23	year 2023-24	year 2022-23
Income	Â	Â	Â	Â
Revenue from Operations	4,529.90	4,458.90	5,505.97	5,128.29
Other Income	13.30	12.04	17.90	15.85
Total Income	4,543.20	4,470.94	5,523.87	5,144.14
Expenses	Â	Â	Â	Â
Cost of materials consumed	0.41	6.58	0.41	6.58
Changes in inventories of finished goods, stock in trade & work in progress	-	0.45	-	0.45
Employee benefit expenses	284.94	289.04	404.70	354.56
Operating expenses	3,829.38	3,792.86	4,687.59	4,379.48
Other expenses	122.78	93.68	184.23	127.46
Depreciation and amortisation expenses	177.54	169.17	208.99	189.50
Finance cost	44.11	41.42	68.16	51.57
Total Expenses	4,459.16	4,393.20	5,554.08	5,109.60
Profit before exceptional items and tax	84.04	77.74	(30.21)	34.54
Exceptional items (net)	1.51	2.70	3.82	-
Profit Before Tax ("PBT")	85.55	80.44	(26.39)	34.54
Tax expenses	23.57	15.91	25.68	7.12
Profit After Tax ("PAT")	61.98	64.53	(52.07)	27.42
Share of (loss)/ profit of Joint Venture/ Associate	-	-	(1.02)	(2.79)
Profit for the year	61.98	64.53	(53.09)	24.63
Other comprehensive income/ (losses)	Â	Â	Â	Â
Re-measurements of the defined benefit plans - Gains/(Losses)	0.89	1.57	0.96	1.91
Income tax relating to items that will not be reclassified to profit & loss	(0.25)	(0.40)	(0.32)	(0.42)
Total other comprehensive income	0.64	1.17	0.64	1.49
Total comprehensive income	62.62	65.70	(52.45)	26.12
Attributable to	Â	Â	Â	Â
(a) Owners of the Company	62.62	65.70	(54.06)	27.76
(b) Non-Controlling interest	-	-	1.61	(164)
Balance of Profit from earlier years	423.93	372.62	382.02	368.65
Dividend Paid	(18.01)	(14.39)	(18.01)	(14.39)
Balance carried forward to reserves	468.54	423.93	309.95	382.02

 

The financial year 2023-24 was a mixed year for the logistics sector. Global economy outperformed the outlook with many major economies showing resilience despite many risks & challenges. But global recovery remains slow leaving little margins for policy errors. The Indian economy also showed robust growth despite several challenges along the way. Overall economic activity showed an uptick with a strong growth in manufacturing activity with strong domestic demand. When it comes to our key end markets, we saw strength in overall automotive segment, driven by growth primarily

 

in passenger cars. Two Wheelers saw good recovery compared to previous year, demand for commercial vehicles remained relatively muted. Farm segment saw sluggishness with weakening leading indicators. Consumer segment had muted volumes with demand softness in both urban and rural. However, many of the customers in this segment are now earnestly reviewing their supply chain design and this is resulting in a higher number of bids or RFQs for integrated logistics services. Manufacturing sector showed positive signs with strong orderbook and favourable raw material prices along with improving demand in international market. Ecommerce had a challenging start to the year, but we saw an uptick in order intake in the last quarter due to stronger growth in hyperlocal grocery and specific product segments in key geographical markets. While there was a small uptick in ocean freight prices in the last quarter of the financial year under review, overall markets and pricing remained subdued for cross-border logistics. There was a moderate impact of the Red Sea crisis on pricing, but no significant benefits arose. With an increased focus on Make in India and a greater spread of exports to other geography, crossborder logistics remains a key growth area for us in the future and the Company continues to invest in that space as it tries to focus on volume recovery. Express business saw significant improvement in performance. There was growth and higher synergy between the Express business and 3PL business. However, the Company's sales focus has been on driving lean utilization as it tries to look at cost optimization, margin improvement and thus, it has been selective with customer growth. Mobility saw strong growth in B2C demand with increased travel and seasonal vacations. B2B segment continues to show slow but sure growth as return to work has accelerated to higher levels and this is evidenced in its volume growth as well.

Consolidated Performance

I n financial year 2023-24, your Company experienced robust consolidated revenue growth, reaching ? 5,505.97 crores, with a surge of 7% compared to the previous year. However, Gross Margin decreased moderately to 9.5% from 10% in financial year 2022-23. Despite challenges in the B2B segment, cost optimisation efforts enhanced operating margins in Q4. Moreover, we made significant strides in business integration, highlighted by the second tranche of investment in Zipzap Logistics Private Limited. Our core 3PL segment remained steady, while the Mobility segment showed positive momentum.

Notably, in the financial year 2023-24, more than 24% of our revenue stemmed from integrated solutions, showcasing the increasing demand for comprehensive offerings. Additionally, around 60% of our Top 100 customers utilize more than 2 services and multiple offerings from our portfolio, marking a significant milestone that underlines the depth and breadth of our engagement with key partners.

Your Company continued to invest assertively in new facilities building our multi-client BTS sites and capital investments in the electric fleet. It made significant progress towards the development of LogiOne - our integrated tech stack. During the financial year, your Company also completed a major transition on our technology infrastructure, which has strengthened the businesses, and integrated services as well as provides better data protection and lowers our vulnerability on overall cloud-based architecture.

The consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA”) de-grew by 11.83% to ? 229.04 crores for the financial year 2023-24, as compared to ? 259.76 crores for the previous financial year.

The consolidated PAT (after share of loss of joint venture and controlling interest) de-grew by 315.51%, to ? (53.09) crores for the financial year 2023-24 from ? 24.63 crores in the previous financial year.

From a sustainability perspective, your Company's focus remains on three pillars: Decarbonizing its supply chains, sustainable infrastructure and driving circularity across its business. Your Company finished FY24 with over 30 million green kilometres across its electric vehicle fleet and over 3.6 million. sq. ft of renewable power warehousing. Your Company has around 3.5 million. sq. ft. of IGBC Platinum, or LEED certified buildings, which constitutes to ~80% of its build-to-suite or multi-client infrastructure.

Standalone Performance

In financial year 2023-24, standalone revenue of ? 4,529.90 crores was reported, a marginal increase from ? 4,458.90 crores in the previous financial year. Gross Margin increased to 11.1% as compared to 10.5% in the previous financial year. EBITDA also witnessed a nominal growth, reaching ? 292.39 crores compared to ? 276.29 crores in previous financial year. Profit before tax rose to ? 85.55 crores from ? 80.44 crores, indicating improved operational performance. Profit after tax declined marginally, reaching ? 61.98 crores in financial year 2023-24 compared to ? 64.53 crores

in previous financial year. Standalone results were impacted during the year due to one-time charges of ? 12 crores.

Adjusted for these one-time charges, Profit before tax grew by nearly 21% compared to previous financial year. The same translated into diluted earnings per share that stood at ? 8.58, compared to ? 8.94 in the previous financial year.

Credit Ratings

The Long-term and Short-term credit facilities (fund and non-fund based) of the Company are rated by ICRA Limited. During the financial year under review, ICRA Limited re-affirmed and retained [ICRA]AA(Stable)/ [ICRA]A1+ credit ratings assigned to said credit facilities of the Company. The Outlook on the long-term rating continues to be Stable.

The liquidity position of the Company is strong, supported by its cash & bank balance and liquid investments of ? 15.33 crores as on 31 March 2024. The re-affirmed credit rating reflects the Company's strong financial profile characterised by its low leverage and strong debt coverage, and a high degree of safety regarding timely servicing of its financial obligations.

Ratings issued by ICRA Limited are disclosed on the Company's website and can be accessed at the weblink https://mahindralngistirs.rnm/finanrial-results/rredit-ratings/ and website of the stock exchanges where equity shares of the Company are listed.

Accounting Method

The Annual Audited Consolidated and Standalone Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act”) and are prepared in accordance with the Indian Accounting Standards ("Ind AS”) as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations”). The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies, associates and joint ventures.

The Annual Audited Consolidated and Standalone Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

Publication and access to the Financial Statements and Results

The Company publishes its Unaudited Consolidated and Standalone Financial Results which are subjected to limited review on a quarterly basis. The Audited Consolidated and Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where shares of the Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual Audited Consolidated and Standalone Financial Statements of Company and the subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/ financial-results/.

Change in the nature of the business

There have been no changes in the nature of the business and operations of the Company during the financial year under review.

B. ACQUISITIONS, INVESTMENTS AND RESTRUCTURING

In alignment with our growth strategy and to achieve greater scale, enhance technological capabilities, broaden geographical coverage, drive operational synergies and efficiencies, your Company has completed the following acquisitions/restructuring of its businesses in the financial year 2023-24:

Completion of the transfer of Express Network Business of the Company

MLL Express Services Private Limited ("MESPL”), a wholly owned subsidiary of the Company provides B2B express logistics services under the brand name "Rivigo by Mahindra Logistics”. To consolidate the Express businesses under one entity and to enable synergies, optimization of resources and enhanced

services to customers, the Company had, on 30 March 2023, entered into a Business Transfer Agreement ("BTA”) with MESPL for sale/transfer of the Company's Express Network Business, as a going concern on slump exchange basis, effective 1 April 2023, for a lump sum consideration of ? 20.83 crores, to be discharged by MESPL through issue of equity shares to the Company.

The said sale/transfer of the Company's Express Network Business was completed on 31 July 2023 and consequently, MESPL on the said date allotted 2,08,32,222 equity shares of ? 10 each fully paid to the Company towards consideration for the said sale/transfer.

Divestment of stake in Transtech Logistics Private Limited ("TLPL")

On 20 December 2023, the Company entered into a Share Purchase Agreement with TLPL and its Promoters, and sold/transferred the 39.79% stake held by it in TLPL i.e., 100 equity shares of ? 10 each and 65,988 Compulsorily Convertible Preference Shares of ? 50 each, for a consideration of ? 1,32,176/- which was discharged by the Promoter of TLPL in cash to the Company. Consequently, the shareholding of the Company became nil in TLPL on 20 December 2023 and TLPL ceased to be an associate of the Company with effect from such date.

Increase of Stake in Zipzap Logistics Private Limited ("ZipZap")

During the financial year under review, and pursuant to the Share Purchase Agreement, Share Subscription Agreement and Shareholders' Agreement entered by the Company, it acquired 22,645 equity shares and 31,600 Series A Compulsorily Convertible Cumulative Preference Shares of Zipzap, which taken together with the previous holding of the Company, constituted 60% of the Share Capital of Zipzap, on a fully diluted basis. Consequently, Zipzap ceased to be an associate and became the subsidiary of the Company with effect from 22 December 2023.

Zipzap specializes in last mile and micro fulfilment services under the brand Whizzard. The Company's investment in ZipZap has complemented the Company's existing last-mile delivery business and electric vehicle-based delivery services ("eDeL”).

Merger of V-Link Automotive Services Private Limited and V-Link Fleet Solutions Private Limited with MLL Mobility Private Limited

The Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT”) vide its order dated 7 March 2024 ("Order”) had sanctioned the Scheme of Merger by

Absorption of V-Link Automotive Services Private Limited ("VASPL”) and V-Link Fleet Solutions Private Limited ("VFSPL”) (together referred to as "Transferor Companies”) with MLL Mobility Private Limited ("MMPL” or "Transferee Company”) and their respective shareholders ("Scheme”) under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.

The Transferor Companies as well as the Transferee Company were the wholly owned subsidiaries of the Company. The Certified Copy of the Order of NCLT under Section 230 to 232 and other applicable provisions of the Act sanctioning the above Scheme was filed by the respective companies on 28 March 2024 with the Registrar of Companies, Maharashtra ("ROC”), and consequently VASPL and VFSPL being the Transferor Companies dissolved and ceased to be the subsidiaries of the Company with effect from 28 March 2024. MMPL being the Transferee Company, discharged the consideration mentioned in the Scheme, by way of issuance and allotment of 1,79,470 equity shares of ? 10 each to the Company in lieu of its shareholding held in the Transferor Companies on 16 April 2024. MMPL continues to remain as a wholly owned subsidiary of the Company.

Material changes and commitments affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2023-24 till the date of this report i.e., from 1 April 2024 to 22 April 2024.

SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY Subsidiaries

As on 31 March 2024 and the date of this report, the Company has seven unlisted subsidiaries, four of which are wholly-owned subsidiaries. The subsidiary companies primarily deal in the business of transportation, freight forwarding, express network business, last mile delivery and continue to contribute to the overall growth in revenues and performance of the Company. For the financial year 2023-24, the subsidiaries contributed to 18.93% of the consolidated revenue of the Company. Lords Freight (India) Private Limited ("Lords"), subsidiary of the Company provides freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During

the financial year 2023-24, Lords earned revenue of ? 247.85 crores as against ? 365.83 crores in the previous year, registering a degrowth of 32.25% over previous financial year. Its net profit after tax de-grew by 65.79% and stood at ? 3.39 crores for the financial year under review as against ? 9.96 crores for the previous financial year.

The Company holds 99.05% stake in Lords as on 31 March 2024. Lords contributed 4.50% to the consolidated revenue of the Company for the financial year 2023-24.

2x2 Logistics Private Limited ("2x2"), subsidiary of the Company specializes in offering automotive outbound logistics solutions to four-wheeler and two-wheeler industries and has a fleet of 120+ vehicles. During the financial year 2023-24, the revenue of 2x2 grew by 167.52% amounting to ? 55.35 crores as against ? 20.69 crores in the previous financial year. There is a net profit after tax of ? 3.51 crores during the financial year 2023-24 as compared to a net loss of ? 3.87 crores for the previous financial year.

The Company holds 55% stake in 2x2 as on 31 March 2024.

2x2 contributed 1.01% to the consolidated revenue of the Company for the financial year 2023-24.

21 LL Express Services Private Limited ("MESPL"),

headquartered in Gurgaon, provides B2B Express logistics services across the value chain under the brand name "Rivigo by Mahindra Logistics” During the financial year 2023-24, MESPL earned revenue of ? 364.22 crores as compared to ? 121.62 crores in the previous financial year. Its net loss after tax increased by 288.71% and stood at ? 123.57 crores for the financial year under review as compared to ? 31.79 crores in the previous financial year.

21 LL Mobility Private Limited ("MMPL") is in the business of providing passenger transportation in ride hail segment and corporate transportation service solutions to companies in various sectors such as BPOs, Banking, IT and ITES. MMPL has electric vehicles fleet of 200+ vehicles. During the financial year 2023-24, MMPL earned revenue of ? 333.34 crores as against ? 185.14 crores in the previous financial year, registering a growth of 80.05%. There is a net profit after tax of ? 1.78 crores for the financial year under review as against the net loss after tax of ? 8.57 crores for the previous financial year.

ZipZap Logistics Private Limited    ("ZipZap"),

headquartered in Hyderabad, is a tech enabled last-mile delivery logistics company operating under the brand name "Whizzard” During the financial year 2023-24, ZipZap earned revenue of ? 125.24 crores as compared to ? 114.48 crores in the previous financial year, an increase of 9.40% year-on-year. ZipZap incurred a net loss after tax of ? 2.94 crores during the financial year under review as against a net loss of ? 7.55 crores in the previous financial year.

Zipzap became the subsidiary of the Company on 22 December 2023 and the Company holds 64.10% of the issued share capital (60% on a fully diluted basis) in ZipZap as on 31 March 2024.

For the purpose of consolidation, revenue of ? 35.20 crores, from the date ZipZap became a subsidiary of the Company is considered, which contributed 0.64% to the consolidated revenues of the Company for the financial year 2023-24.

V-Link Freight Services Private Limited ("VLFPL"), provides freight forwarding, logistics and transportation and air charter services. During the financial year 2023-24, VLFPL earned revenue of ? 6.46 crores as compared to ? 0.49 crores in the previous year, an increase of 1218.37% year-on-year. VLFPL incurred a net loss after tax of ? 1.58 crores during the financial year under review as against a net loss of ? 0.14 crores in the previous financial year.

The Company holds 100% stake in VLFPL as on 31 March 2024.

VLFPL contributed 0.12% to the consolidated revenues of the Company for the financial year 2023-24.

MLL Global Logistics Limited ("MGL"), wholly-owned subsidiary of the Company is incorporated in United Kingdom to provide freight forwarding, logistics and transportation and air charter services. MGL is yet to commence its operations.

Associates/Joint Ventures

Pursuant to the sale/transfer of the 39.79% stake held by the Company in TLPL, it ceased to be an associate of the Company with effect from 20 December 2023. There are no associates or joint ventures of the Company as on 31 March 2024.

Material Subsidiaries

In terms of the criteria laid down in the Company's Policy on Material Subsidiaries and the SEBI Listing

Regulations, the Company has no Material Unlisted Indian Subsidiary as on 31 March 2024 and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the financial year 2023-24.

Performance and contribution of the Subsidiaries and Associates

A report on the highlights of the performance and financial position of each of the Company's subsidiaries, associate and joint venture companies is included in the Consolidated Financial Statements and the salient features of their Financial Statements and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the rules framed thereunder, is provided in Form AOC-1 and forms part of this Annual Report.

There was no material change in the nature of the business of the subsidiaries or associates of the Company during the financial year 2023-24.

Holding and Promoter Company

Mahindra & Mahindra Limited ("M&M”) is the Holding and Promoter Company of the Company.

As on 31 March 2024, M&M holds 4,18,12,257 equity shares, representing 58.04% of the share capital of the Company.

D. DIVIDEND

Dividend Distribution Policy

The Board of the Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations which establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company.

As per the Dividend Distribution Policy, the dividend payout is determined basis the performance of the Company, available financial resources, investment requirements and taking into account optimal shareholder return and other internal and external factors. Within these parameters, the Company would endeavor to maintain a dividend pay-out of an optimal range of at least 20% of annual audited standalone PAT of the Company.

The Dividend Distribution Policy is enclosed herewith as Annexure I and forms part of this Annual Report. It is also uploaded on the Company's website and can be accessed from the weblink: httpsV/mahindralogistirs. rom/poliries/

Dividend paid during the financial year 2023-24

During the financial year 2023-24 with approval of the Shareholders at the 16^th Annual General Meeting, the Company paid final dividend of ? 2.50 per equity share (being 25% of face value) to the shareholders of the Company holding 7,20,36,151 shares. The said dividend paid represented 27.91% of standalone PAT as of 31 March 2023 and resulted in cash outflow of ? 18.01 crores (including withholding tax of ? 1.62 crores).

The Company has not declared or paid any Interim Dividend during the financial year under review.

Dividend recommended for the financial year 2023-24

Considering the performance of the Company for the financial year 2023-24, the Board of the Company has recommended a final dividend of ? 2.50/- per equity share (being 25% on face value) out of the profits earned by the Company for the financial year 2023-24. The recommended equity dividend outgo represents 29.06% of standalone PAT earned for the financial year 2023-24 and would result in cash outflow of approximately ? 18.01 crores including withholding tax, if declared.

The final dividend recommended for the financial year 2023-24 is in accordance with the parameters laid down in the Dividend Distribution Policy of the Company and is subject to approval of Members at the ensuing Annual General Meeting ("AGM”) and deduction of tax at source. Final dividend, if approved, shall be payable to those Members whose names appear in the Register of Members and List of Beneficial Owners as on 12 July 2024 "Record Date” The Register of Members and Share Transfer books of the Company will remain closed from Saturday, 13 July 2024 to Monday, 22 July 2024 (both days inclusive) for the purpose of determining shareholders eligibility of the final dividend. Details of Shareholders as available in the Register of Members/List of Beneficial Owners on Record Date will be relied upon by the Company for the purpose of complying with the applicable withholding tax provisions and payment of the final dividend, if declared.

An earnings presentation summarizing the Company's overall business, services offered, industry trend, published financial results and performance is released by the Company upon publication of financial results on a quarterly basis and is made available to the shareholders, investors and general public through uploads upon on the website of the Stock Exchanges and the Company, in advance for active and healthy participation.

During the interactions the Investors/analyst/funds are briefed on the published Financial Results, overall performance of the businesses of the Company, general industry update, information available in public domain and contents of the earnings presentation, followed by a Question & Answer session with the management of the Company.

No unpublished price sensitive information is discussed/ disclosed during interactions to create confidence and maintain sanctity of the meet/call.

Post the interactions, an outcome of all group interactions giving brief of the discussions at the interactions, the exact weblink of the presentations referred to during the interactions and confirmation that no unpublished price sensitive information was shared/discussed in the meeting/call is promptly disclosed to the stock exchanges where equity shares of the Company are listed and uploaded on the website of the Company.

Additionally for all quarterly earnings conference calls, list of management attendees, the exact weblink to the website of the Company where the audio recording is uploaded, are disclosed and made public on conclusion of the earnings call. The transcripts of the quarterly earnings calls in readable pdf format are also filed with the Stock Exchanges and uploaded on the website of the Company, within five working days on conclusion of the call.

During the financial year under review, the Company adopted the Investor Grievance Redressal Policy (including Escalation Matrix) to promote and build prompt Investor Grievance redressal mechanism and investor friendly relations. The said Policy recognised the Investors' right and access to reach out to the Company to enable them to raise a query or record a grievance, which would also enable the Company to use investors' views as a feedback mechanism.

 

Transfer to reserves

The Board has decided not to transfer any amount to the General Reserves for the year under review. The profits earned during the financial year have been retained in the Profit & Loss Account of the Company for business and operations of the Company.

E. INVESTOR RELATIONS

Throughout the financial year, the Company continued its interactions with domestic and overseas analysts, investors, and funds, establishing a relationship of transparency and mutual understanding.

The Management of the Company engages with the investor community through different means such as one-on-one meetings, group meetings, warehouse site visits and participation in conferences organized by investors/broking houses. Additionally, the Company conducts quarterly earnings conference calls, following the announcement of the financial results.

These interactions take place either virtually or in person and aim to provide a comprehensive overview of the Company's operations, business and financial performance, as well as industry developments.

To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, outcomes, recordings, transcripts etc. of the interactions held on its website and on the websites of the Stock Exchanges where its equity shares are listed, at various stages of the interactions. The disclosures, presentation, transcripts and the audio recordings of the interactions are hosted on the website of the Company for a minimum period of five years and thereafter as per the archival policy of the Company.

The investor relations information can be accessed on the Company's weblink: https://mahindralogistics.com/ investor-interaction/.

Prior to the interactions an advance intimation of the schedule of group interactions, conducted virtually or in person, with details pertaining to the meet/call, mode of attending, details pertaining to registrations, disclaimers/note to complete/ease registration/ attend the call, details regarding specific platform requirements, if any, inclusions/exclusions of audience/ participants, if any, and such other details as applicable, are disclosed by the Company.

Silent period

The Company, voluntarily as a good governance practice, observes a 'Silent/Quiet period' for 15 days prior to the announcement of its quarterly & annual financial results to safeguard price sensitive information and avoid unintended slippage of information. During this period, no interactions are held with investors, analysts, funds or media houses to ensure protection of Company's Unpublished Price Sensitive Information. Notice of the Silent period is circulated internally to all concerned and also uploaded on the website of the Company.

F. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The Company's Internal Financial Controls were deployed through Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO), that addresses material risks in the Company's operations and financial reporting objectives.

The Company continues to invest in various digitisation initiatives to automate controls to an extent possible, in order to minimize manual errors and lapses. The Company added new automated controls considering the increase in size and complexity of its operation. During the financial year under review, the Company engaged an external independent consultant to conduct an audit of its risk control matrix and assess the design and operating effectiveness of the Internal Financial Controls. The findings of the audit indicated that there were no material weaknesses in the effectiveness of the internal control systems, and no major deficiencies were identified in their design or operation. Furthermore, no significant changes in the internal control over financial reporting were noted, and the internal control systems were operating adequately.

The Company's internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of 31 March 2024. During the financial year under review, neither the Internal Auditor nor the Statutory Auditors issued any letters indicating weaknesses in the internal controls.

The Company's Financial Statements are prepared basis the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These accounting policies undergo periodical review and are updated from time to time.

The Company uses SAP ERP systems as a business enabler and to maintain its books of accounts. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, necessary approval mechanisms, and the maintenance of supporting records.

Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. Management conducts regular reviews of the systems, standard operating procedures, and controls. The Internal Audit department audits these systems and controls, with their findings and recommendations being reviewed by the Audit Committee, which oversees their implementation. Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal 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 Audit Committee, the Board is of the opinion that the Company's internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2023-24.

G. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of this Annual Report.

It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia

details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2023-24.

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the financial year under review were in the ordinary course of business and on arms' length basis, pre-approved by the Audit Committee, comprising of only Independent Directors of the Company. The said transactions were in accordance with the Policy on materiality of and on dealing with Related Party Transactions, formulated by the Company.

Prior omnibus approval of the Audit Committee is obtained for transactions with related parties which are repetitive in nature. Further, prior approval of the Audit Committee, is obtained for related party transactions proposed to be entered by the subsidiary of the Company to which the Company is not a party, exceeding 10% of the annual standalone turnover, as per the last audited financial statements of the subsidiary. A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee and the Board on a quarterly basis.

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company and its subsidiaries (on a consolidated basis) are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines and also uploaded on the website of the Company at the weblink: https:// mahindralogistics.com/financial-results/

Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the note no. 41 and note no. 40 to the Standalone and Consolidated Financial Statements, respectively forming part of this Annual Report.

Material Related Party Transactions

During the financial year under review, the Company has entered into material Related Party Transactions ("RPTs'') with M&M, the Holding Company and Promoter of the Company in excess of the thresholds prescribed by SEBI Listing Regulations i.e., transactions exceeding lower of ? 1000 crores or 10% of the

annual consolidated turnover of the Company as per the last audited financial statements. The material RPTs with M&M were in ordinary course and arms length, and pre-approved by the Audit Committee and within the overall limits approved by the Shareholders of the Company. On a quarterly basis, details of material Related Party Transactions entered into by the Company, are also filed with the stock exchanges in the Corporate Governance Report in terms of Regulation 24 of the SEBI Listing Regulations.

In compliance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the material Related Party Transactions entered into by the Company for the financial year 2023-24 are disclosed in Form AOC-2 annexed herewith as Annexure II to this Board's Report, forming part of this Annual Report.

Policy on Materiality of and on Dealing with Related Party Transactions

The Company's Policy on Materiality of and on dealing with Related Party Transactions (”RPT Policy”) as formulated by the Audit Committee and approved by the Board is uploaded on the Company's website and can be accessed at the weblink: https://mahindralogistics. com/policies/. There was no amendment or revision to the RPT Policy of the Company during the financial year under review.

I. AUDITORS' AND THEIR REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.:117366W/W-100018) ("Deloitte”) are the Statutory Auditors of the Company. The Members of the Company had at their 15^th AGM held on 29 July 2022 granted their approval for re-appointment of Deloitte for a second term of five consecutive years commencing from the conclusion of the 15^th AGM up to the conclusion of the 20^th AGM of the Company to be held in the year 2027.

All services rendered by the Statutory Auditors are preapproved by the Audit Committee. During the financial year under review, the Statutory Auditors have not offered any prohibitory services to the Company or its holding company or subsidiary company of the Company.

Details of fees/remuneration paid to Statutory Auditors for the financial year 2023-24 are provided in Report on the Corporate Governance Section of this Annual Report.

Unmodified Statutory Auditors' Reports

The Statutory Auditors' Reports on the Annual Audited Financial Statements for the financial year 2023-24 forms part of this Annual Report and is unmodified

i.e., it does not contain any qualification, reservation, or adverse remark or disclaimer.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries ("MMJC”) is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certificate, certain other certifications as may be required under the SEBI Listing Regulations read with circulars issued thereat and ESOP Certificates as per the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. MMJC holds a valid peer review certificate issued by the Institute of Company Secretaries of India.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2024 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2024 is annexed to this Boards' Report as Annexure III and forms part of this Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2024 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8 February 2019 read with NSE and BSE circulars dated 16 March 2023 and 10 April 2023 is annexed to the Report on Corporate Governance and forms part of this Annual Report.

The Annual Secretarial Compliance report is also uploaded on the website of the Company and can be accessed at the weblink: https://mahinriralogistirs.rom/ finanrial-re.snlts/.serretarial-romplianre-reports/.

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit

Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's processes. The Board has appointed Mr. K. N. Vaidyanathan as the Internal Auditor of the Company with effect from 1 April 2020, who reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which inter-alia, covers core business operations as well as support functions which is reviewed and approved by the Audit Committee on an annual basis. The Internal Audit approach verifies compliance with the operational and system related procedures and controls.

Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

During the financial year under review, there were no suspected frauds or irregularity or a failure of internal control systems of a material nature which required reporting to the Board or the Audit Committee.

Cost Audit and Records

For the financial year 2023-24, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were not applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records for financial year 2023-24 and accordingly, such accounts and records are maintained.

Reporting of frauds by Auditors

During the financial year under review, the Statutory Auditors and the Secretarial Auditor of the Company have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

J. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of the loans given, investments made, guarantees provided by the Company during the financial year 2023-24 and the purpose for which the loan or guarantee is utilized by the recipient are disclosed in Note Nos. 9 and 15 to the Standalone Financial Statements. No loans/advances have been made to companies/firms in which Directors

are interested. The Company has not provided any securities in connection with any loans given during the financial year under review.

The transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing Regulations are disclosed in notes to the Standalone Financial Statements.

K.    PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees, during the financial year under review and no amount on account of principal or interest thereon was outstanding as of 31 March 2024. The Company has not accepted any loans from its Directors or from Holding/Subsidiary/Associate/Joint Venture Company of the Company during the financial year under review.

L.    EMPLOYEES

Key Managerial Personnel

As on 31 March 2024, the following persons are designated as Key Managerial Personnel ("KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1.    Mr. Rampraveen Swaminathan, Managing Director & CEO;

2.    Mr. Saurabh Taneja, Chief Financial Officer;

3.    Mr. Jignesh Parikh, Company Secretary.

Changes in KMP during the financial year Appointment of Chief Financial Officer

Mr. Yogesh Patel, the erstwhile Chief Financial Officer ("CFO”) of the Company, had tendered his resignation from the services of the Company to pursue his professional interests outside the Mahindra group, with effect from close of business hours of 10 March 2023. Consequently, he ceased to be the CFO and KMP of the Company effective the said date. Thereafter, during the financial year under review, basis the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 30 August 2023, have appointed Mr. Saurabh Taneja as the CFO and KMP of the Company w.e.f 1 September 2023.

Change in Company Secretary

As part of Mahindra's good people practices of talent movement, the Board of Directors of the Company have basis recommendation of the Nomination and Remuneration Committee, at their meeting held on 23 October 2023 noted the resignation of Ms. Ruchie Khanna as Company Secretary and Compliance Officer of the Company with effect from close of 30 November 2023, on account of her transfer within the Mahindra group and appointed Mr. Jignesh Parikh as the Company Secretary and Compliance Officer of the Company with effect from 1 December 2023. Consequently, Ms. Ruchie Khanna ceased to be a KMP of the Company from the close of 30 November 2023 and Mr. Jignesh Parikh became a KMP of the Company as per the provisions of the Act effective 1 December 2023.

Employee Stock Option Schemes

Employee Stock Options are recognised as an effective instrument to attract and retain talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to participate in the growth of the Company and to also create long-term wealth in the hands of employees.

The Company has in force two Employee Stock Option schemes under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations”):

1.    Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS Scheme 2012”) and

2.    Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018”);

collectively referred to as "Schemes”.

There were no changes made to the above Schemes during the financial year under review.

During the financial year under review, the Nomination and Remuneration Committee ("NRC”) granted 66,329 Restricted Stock Units ("RSUs”) to the eligible employees of the Company and the Subsidiary companies in accordance with the RSU Plan 2018 approved by the Shareholders. No eligible employee (including Director) of the Company has been granted RSUs equal to or exceeding 1% of the issued share capital of the Company at the time of grant. No stock options were granted under the KESOS Scheme 2012

during the financial year under review and there are nil stock options outstanding under the KESOS Scheme 2012 as on 31 March 2024.

MMJC, Secretarial Auditor of the Company has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI SBEB & SE Regulations and the resolutions passed by the Members for the respective Schemes. The NRC has at its meeting held on 22 April 2024 reviewed and taken note of the implementation of the Schemes in line with the approvals granted and the compliance certificate issued by the Secretarial Auditor. Copy of the compliance certificate will be placed at the ensuing AGM for inspection by the Members.

Disclosures with respect to the Schemes implemented by the Company, as required under Regulation 14 of the SEBI SBEB & SE Regulations are uploaded on the website of the Company and can be accessed at the weblink: https://mahindralngistirs.rnm/finanrial-results/.

Particulars of employees and related disclosures

The Company has five employees who were in receipt of remuneration of not less than ? 1,02,00,000/-during the financial year under review or not less than ? 8,50,000/- per month during any part of the financial year ended 31 March 2024.

Disclosures with respect to the remuneration of the Directors, the KMPs and the employees of the Company as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Boards' Report and forms part of this Annual Report.

Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink: https// mahinriralngi.stirsrnm/finanrial-re.sult.s/. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at [email protected].

M. EMPLOYEE RELATIONS

At Mahindra Logistics, we empower our workforce to excel. Our culture fosters trust, fairness, and empathy, promoting open communication and mutual respect. Recognized as a Great Place to Work, we

prioritize employee satisfaction through feedback, talent initiatives, and recognition. Together, we create a workplace where every individual feels valued, motivated, and inspired to succeed.

Inclusion, Diversity, Equity and Accessibility (IDEA)

We are deeply committed to fostering an inclusive workplace where every individual feels valued and empowered. Our IDEA initiatives include the People & IDEA Council, driving specific projects for positive change. We have launched two Employee Resource Groups, PRERNA and RAINBOW NETWORK, with clear missions and passionate leadership, gathering over 107 and 51 colleagues, respectively. Together, we champion diversity and drive meaningful change.

We are certified for the third consecutive year as a Great Place to Work™, evaluated through the trust index and the culture audit to understand the relationship an employee shares with the organisation, own job and colleagues at work.

Our Awareness & Sensitization Programs drive our commitment to inclusivity:

•    I DEA Circles: Safe spaces at warehouses and plants, led by local HR, ensure prompt resolution of women's concerns.

•    IDEA Sensitization Sessions: Addressing gender and diversity, fostering growth and support for women.

•    Prevention    of Sexual    Harassment    (POSH):

Mandatory    training and revamped    Internal

Committee    with 50%    women appointments

ensure compliance and inclusivity for all gender identities.

We    believe in    continuous    improvement,    making

inclusivity a journey, not just a goal. Through our IDEA initiatives, we prioritize the well-being of all employees, setting a benchmark for employee relations.

Performance Management

Aligned with our strategy, we cascade Balanced Scorecard, provide Unnati e-learning for performance management. Our talent framework drives vision alignment, with decentralized grievance redressal.

Prioritising the health and wellness of our people

Prioritising employee health with Swayam initiative, we promote wellness in financial, physical, and mental dimensions. Partnering with an external vendor, we offer a digital platform for diverse wellness programs, including fitness counselling, challenges,

and personalized regimens. Our themed engagement programs and confidential counselling services contribute to improved wellness and engagement scores. We ensure proactive health management with Pre-Employment and Annual Health Check-ups.

Other HR Initiatives:

Sanjeevani: A platform fostering harmonious work relations, promoting inclusive participation, capability building, communication, and welfare. It enhances engagement for all employment categories, especially Fixed Term and Third-party Contract staff.

Townhalls: Conducted quarterly virtually, serving as platforms for disseminating crucial updates, organizational strategies, fostering employee engagement, transparency, alignment, and recognition. These sessions facilitate two-way communication, empowering employees to voice opinions, concerns, and suggestions directly to the leadership team.

Skip Level Connect: HR-led sessions enhancing employee relations. Facilitates open dialogue, fosters trust, addressing concerns of managers and employees, and strengthens organizational cohesion.

You Said - We Did: A campaign that reassures employees that their opinions matter and they are an integral part of the change journey whereby projects linked to capability building, hygiene action planning, communication, organizational development projects for functions or business units with low scores, leadership development, and talent management have been conducted.

iCoach Programme: Designed as a leadership development initiative, has successfully enabled the creation of a coaching culture where internally certified Coaches coach employees with potential so that they are equipped with the right skills to overcome challenges and achieve their goals.

Learning Management System ("LMS"): LMS helped to accelerate the organization learning, that offers courses on leadership, behavioural and technical topics to unleash one's potential.

Sandhaan: A platform designed to groom future leaders at the mid management level. Based on the premise that Happy Employees create Happy Customers, participants share their learnings with their colleagues and then drive business impact projects by creating 'Moments of Truth' for customers.

Disha: A program for first time supervisors on the shop floor, to strengthen their ability to manage teams and

ensure result orientation with execution excellence aligned to the Mahindra Leadership Rise competencies. 1500+ employees were covered via this initiative by leveraging on in-house leaders and faculty.

AXLERATE: Platform, which was created to drive functional capability building, across various domain in supply chain and operations management. The focus was to develop an overall perspective about best practices from the industry. The Company has also introduced AXELRATE 2.0 to develop capabilities of employees in partnership with, NITIE an external agency. Prapantaran: The Six Sigma Black Belt certification programme was launched for 15 leaders, they have identified projects linked to optimisation, cost reduction, productivity enhancement etc. specific to their role in the Company with an aim to enhance the problem-solving capability of senior leaders in the Company.

Udaan: Our Second Career Programme for women and part of our Diversity and Inclusion campaign. This initiative offers women opportunities for professional growth and development as they embark on their second career journey. Through Udaan, we aim to empower women to achieve their full potential and contribute meaningfully to our organization.

Swayam: Our health and wellness platform prioritizes employees' physical and emotional well-being. Through Swayam, we offer resources and support to help employees maintain a healthy lifestyle and cultivate resilience in both their personal and professional lives. A detailed note on HR initiatives of the Company is included in section titled Management Discussion and Analysis, which is a part of this Annual Report.

N. HEALTH AND SAFETY

The Company recognises the importance of safety of its people and is committed to providing a safe and healthy work environment at all operating locations. The Company has adopted an Environment, Health and Safety ("EHS”) policy to establish effective control measures for EHS management across all locations. Our well-organised governance structure monitors our EHS policy and initiatives. The Company also has dedicated safety teams stationed at locations on a need basis. We are aligned with The Mahindra Safety Way ("TMSW”) and follow the safety standards and scrutiny mandated by the Mahindra Group's Central Safety Council, allowing us to report and track our safety performance including injuries, fatalities, and lost days.

The Company is registered member of National Safety Council and the Confederation of Indian Industry (CII). The Company is certified for Integrated Management System (IMS), a certification for ISO9001:2015 Quality Management System, ISO45001:2018 for Occupational Health and Safety Management System and ISO14001:2015 for Environment Management System from TUV Rhineland certification body. Assessing and review of Safety report is done on periodical basis which helps to improve standing among the partners and suppliers which increase productivity as employees are safer, healthier, happier, and better motivated.

The EHS policy of the Company is displayed at all prominent location and offices and communicated with all stake holders. The EHS policy is supported by safety management programs for near miss, unsafe act, unsafe condition capturing, implementing Safety Kaizen, conducting Safety observation tour to identify, assess and control the risks. The Company demonstrates strong leadership commitment towards EHS with multiple measures and actions implemented through competency training programs like defensive driver training, first aid, firefighting and emergency preparedness.

External training through expert trainers is also being conducted periodically. Electrical and fire safety audit has been conducted for concerns related to electrical and fire safety.

Qualified safety team drives safety culture across PAN India level. Safety annual events are organized like National Road Safety Week (in January), National Safety Week (in March), Fire Service Week (in April), World Environment Day (in June) and Driver's Day (in September) for employee engagement in safety. Safety pledge is taken before start of work at location. Bimonthly Safety Themes are roll out PAN India for awareness and safety culture among the team.

The Company has also carried out internal safety audits and external audits for facilities for assessing and managing safety risks with respect to warehousing and Logistics verticals. The Company continued commitment to improve wellbeing of employees and contract workmen by organizing health examination camps, health check-ups, Eye check-up camps for drivers.

The Company drives the essential idea of Safety Management System (SMS) — to provide a systematic approach for achieving acceptable levels of safety

risk. SMS is comprised of four functional components, including an intangible, but always critical, aspect called safety culture. This helps for proactive efforts and corrective actions for safety.

' LIFE' Impacting Injuries and Fatalities Elimination is the key safety initiative driven by 15 safety standards, it enlists the involvement of the Company's Corporate Safety Committee Lead, Business Vertical Heads, Safety Officers, and Site Managers at 70 MLL sites pan India.

The Company's digital initiatives enhances safety, using Augmented Reality/Virtual Reality ("AR/VR”) safety training technology and M-Safe and BI Dashboard for safety lead and lag indicators reporting. AR/VR Transportation Safety Training Module is used for awareness and basic knowledge on Road and transportation safety for drivers and employees.

O. QUALITY

The Company believes in adopting an integrated approach to drive excellence in everything it does. At the Mahindra Group level, the Company follows 'The Mahindra Way' ("TMW”), the Mahindra Group's Business Excellence Model. TMW is an integrated approach that extends beyond the quality of our products and services to encompass excellence in all functions, processes and operations within the businesses in the Group.

The implementation of TMW is governed by a robust framework - House of TMW, which comprises of 4 elements viz, Organization, Management process, Business Process and Business Results. Management Processes are fundamental to the way in which any company strives for excellence. Business Process are the processes which are critical to the day-to-day running of a business. The management process ensures excellence "Spread” across the organization and implementation of TMW framework across the key business process ensures "depth” of inculcation of TMW approach across the Company. Along with the Management process, key business processes are selected for driving improvements through a structured and systematic approach.

Each year, the Company undergoes a yearly evaluation conducted by seasoned assessors. Based on the feedback received, improvements are implemented using the PDCA (Plan-Do-Check-Act) methodology. This ensures continuous feedback on our advancement and acts as a standard measure of the Company's TMW

maturity, both internally and across the Group's entities. During the financial year under review, the TMW framework was effectively applied across our value chain, catalyzing systemic enhancements in our processes. At MLL, we adhere to the Mahindra Annual Planning Cycle (MAPC), which facilitates the development of our annual plan, subsequently cascading through Central Leadership Team Balance Score Cards & individual goal sheets. Aligned with function-specific annual targets, we prioritized various quality-related improvements such as digitizing sales processes, focusing on delivering FTR solutions to our customers, bolstering our relationships with Business Associates, emphasizing customer satisfaction, and implementing digital solutions. These efforts, coupled with capacity building and engagement initiatives for our employees to meet both current and future needs, have led to the sustained advancement of MLL maturity to "TMW Stage 5”

Moreover, the Company has embraced a continuous improvement strategy across its various businesses and functions. At operational sites and workplaces, we strategically select high-impact projects to drive enhancements, employing systematic problem-solving and task-achievement methodologies alongside Lean Six Sigma principles. These projects are executed by harnessing the power of 7 Quality Control tools, advanced statistical methodologies, as well as Lean tools including 5S, process mapping, waste elimination, value stream mapping, Makigami analysis, and others.

Integrated Management System - Quality, Environment & Safety

The Company continues to stay competitive in the market and deliver on our promise to provide quality services to all our customers, every single time. The Company has well-established and robust processes and systems across the value chain to ensure consistent delivery of services for all our customers. MLL is certified for IMS standards from 2020. IMS is a combination of three international standards, ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management System). These standards & processes enable the Company to improve the quality of services, reduce the costs, achieve Company objectives, and live by its Vision and Purpose. The Company successfully completed its 1^st Surveillance Audit of the 2^nd cycle of IMS in the month of March 2024, wherein stringent

audit was conducted by external agency TUV (Rheinland) across various company's sites and Head Office at Mumbai.

Continual Improvement

The Company continues to undertake quality and improvement initiatives across the organization. The Company has successfully implemented 9,567 Kaizens during the financial year under review covering KPI improvements, reduction in customer complaints, Safety, Customer cost savings, etc. Further, 16 MBB projects, 230 yellow belt projects, 70 green belt projects are in various stages of implementation. The Company also focused heavily on the capability building programs as per the needs of the employees and feedback from the customers.

The Company continues to sustain its commitment to inspire and enable all employees to embrace the quality culture as part of their routine work.

P. BOARD & COMMITTEES Board

As on 31 March 2024 and the date of this report, the Board of the Company consists of nine Directors comprising of two Non-Executive Non-Independent Directors, an Executive Director (Managing Director & CEO), and six Independent Directors, of whom two are Women Independent Directors. The Chairman of the Board is a Non-Executive Director.

Director Retiring by Rotation

Dr. Anish Shah, Non-Executive Director

In terms of Section 152 of the Act, Dr. Anish Shah, NonExecutive Director (DIN: 02719429), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 17^th AGM scheduled to be held on 22 July 2024.

Dr. Anish Shah has consented to and is not disqualified from being re-appointed as a Non-Executive Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is not related to any other Directors/KMPs of the Company.

The Board, basis recommendation of the NRC, recommends his re-appointment as Non-Executive Director of the Company, for approval of the Members at the ensuing AGM. Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in the additional information forming part of the AGM Notice.

Changes in the Board composition during the financial year 2023-24

There were no appointment, re-appointment or resignation or cessation of Directors during the financial year under review except to the re-appointment of Mr. Naveen Raju, as a Non-Executive (Non-Independent) Director liable to retire by rotation.

Appointment of Mr. Rampraveen Swaminathan, MD and CEO:

Mr. Rampraveen Swaminathan was appointed as the MD and CEO of the Company (liable to retire by rotation), by the members of the Company on the recommendation of Board and NRC, for the first term of five years with effect from 4 February 2020 to 3 February 2025 (both days inclusive).

The Board at its meeting held on 22 April 2024 basis NRC's recommendation, approved re-appointment of Mr. Rampraveen Swaminathan as the MD of the Company designated as "Managing Director & Chief Executive Officer” for the second term of five years with effect from 4 February 2025 to 3 February 2030 (both days inclusive) and recommended to the Members of the Company, his re-appointment together with the terms and conditions of his appointment and remuneration payable to him.

The notice convening the ensuing 17^th AGM sets out the brief profile, other details and disclosures with respect to his re-appointment.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA.

The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

Board Diversity

A diverse Board enables efficient functioning through its access to broad perspectives and diverse thought processes. A truly diverse Board includes and makes good use of differences in the thought, perspective, knowledge, skills, industry experience, background, gender and other distinctions between Directors. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board diversity policy of the Company is available on the website of the Company at the weblink: https7/mahindralogistirs.rom/poliries/.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of the Company at its meeting (following the NRC and Independent Director meeting) has carried out an annual evaluation of its own performance and that of its Committees, as well as performance of all of the Directors including Independent Directors and the Chairman of the Board. The Board has also carried out performance evaluation of the Managing Director & CEO of the Company basis the KRA's set by the NRC.

The Independent Directors in a separate meeting carried out the evaluation of the performance of the Chairman of the Company, considering the views of Executive and Non-Executive Directors, the performance of the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The NRC at its meeting reviewed the evaluations, the implementation and compliance of the evaluation exercise done.

Process of evaluation/Feedback mechanism

The performance was evaluated basis feedback for each of the evaluations sought by way of structured questionnaires through a secured electronic portal.

The questionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI. The performance evaluation parameters covers various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, the Board culture, execution and performance of specific duties, Board's functioning such as Board effectiveness, Board meetings, quantity and timeliness of the information flow between the Board Members and the Management, composition and Member participation, quality and transparency of discussions, time devoted by the Board to strategy, etc. based on the criteria approved by the NRC. The evaluators are also encouraged to provide qualitative feedback and comments as part of the evaluation. A detailed note on process of evaluation is provided in the section titled Report on Corporate Governance, which forms part of this Integrated Annual Report.

Outcome and results of evaluation

The outcome of the evaluations was presented to the Board, the NRC, and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. All Directors of the Company as on 31 March 2024 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.

The evaluation exercise for the financial year under review, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. They concluded that the Board functions in a cohesive and professional manner. Suggestions provided to enhance the Board's effectiveness have been noted and taken up for implementation.

Familiarisation Program for Independent Directors

The Directors are afforded many opportunities to familiarise themselves with the Company, its Management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board including warehouse visits, to familiarise them.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Company's values and commitments. They are also introduced to the Organisational Structure, constitution, terms of reference of the Committees, board procedures, management strategies etc. Further the Directors are on a quarterly basis apprised on the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, and meetings held during a quarter. The Board Members are apprised by the Senior Management at quarterly Board Meetings by way of presentations which include industry outlook, competition update, company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, succession planning, strategic investment, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Senior Management.

The Company has a web-based portal i.e. the Board portal, accessible to all the Directors wherein the following information are readily available for reference of the Directors:

•    Roles, responsibilities and liabilities of Directors under the Act and the SEBI Listing Regulations;

•    Board Agenda, presentations and supporting documents;

•    Code of Conduct for Directors;

•    Terms and conditions of appointment of Independent Directors;

•    Annual Reports.

The Company from time to time familairises the Directors of the Company of the key roles and responsibilities of the Directors comprising of onboarding and ongoing compliances/disclosures to be made by Directors, general obligations under the Act and the SEBI Regulations. Further the Company also organizes periodically site visits for the Directors of the Company and its subsidiaries to give them an overview and walkthrough of operations of the Company and its subsidiaries.

Details of familiarisation programs imparted during the financial year under review in accordance with the requirements of the SEBI Listing Regulations are available on the Company's website and can be accessed at the weblink: https;//mahindralogistics.com/ riisrlosnres-nnrier-sebi-regnlation/riisrlosnres-nnrier-sebi-regulation-462/.

Remuneration Policy and criteria for determining attributes, qualification, independence, and appointment of Directors

A Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning ("Appointment and Remuneration Policy”) is adopted and implemented by the Board in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of directors, identification of persons who are qualified to become Directors, KMPs and Senior Management Personnel in accordance with the criteria laid down in the Policy, and the basis for payment of remuneration to the Directors, KMPs, Senior Management and other employees of the Company. During the financial year, the Appointment and Remuneration Policy was amended to align it with the amendments prescribed by the SEBI LODR Second Amendment Regulation 2023 dated 14 June 2023, effective 14 July 2023.

The Policy is uploaded on website of the Company and can be accessed from the weblink: https7/mahindralogistirs.rom/poliries/.

Remuneration to Directors

The NRC determines and recommends to the Board the compensation payable to all Directors within the limits approved by the Shareholders and prescribed under the applicable provisions of the Act and the SEBI Listing Regulations. The NRC also reviews and recommends to the Board the remuneration of the Senior Management Personnel of the Company.

Non-Executive Directors

The Non-Executive Independent Directors of the Company are paid remuneration in form of fixed commission within the overall limit approved by the Shareholders and sitting fees for attending meetings of the Board and Committees. Non-Executive Non-Independent Directors were not paid any remuneration or sitting fees during the financial year under review.

None of the Non-Executive Directors of the Company received remuneration in excess of 50% of the total remuneration paid to all Non-Executive Directors during the financial year under review.

Executive Director - Managing Director & CEO

The Managing Director & CEO of the Company is paid remuneration within the overall terms and limits approved by the Shareholders of the Company. He does not draw any remuneration or commission from the Holding Company or the subsidiary companies of the Company. During the financial year under review, there was a proposal on variation in terms of the remuneration of Managing Director & CEO, approved by the Board of Directors basis the recommendation of the Nomination and Remuneration Committee, at their meeting held on 30 August 2023, subject to approval of the shareholders through Postal Ballot, for the remainder period of his current tenure of appointment

i.e. up to 3 February 2025. However, as on the date of this report, the Board of Directors of the Company, basis the recommendations of the Nomination and Remuneration Committee, at their meeting held on 22 April 2024 has decided not to proceed with the said proposal.

Details of sitting fees and commission paid to Independent Directors and remuneration paid to Managing Director & CEO of the Company for the financial year under review is provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

Directors & Officers Liability Insurance

The Company has in place the Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company in line with Regulation 25(10) of the SEBI Listing Regulations.

Succession Planning

The Company has in place processes for orderly succession planning of its Directors and Senior Management which aims to identify high growth individuals, train them and feed the pipelines with new talent. The Company has a process of identifying Hi-pots and critical positions and mapping suitable successors for these positions. The Nomination & Remuneration Committee oversees matters related to succession planning of Directors, Senior Management and other senior management of the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the management and after due enquiry, confirm that:

a.    In the preparation of the annual accounts for the financial year ended 31 March 2024 the applicable accounting standards had been followed and there are no material departures therein;

b.    They had in consultation with Statutory Auditors 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 on 31 March 2024 and of the profit and loss of the Company for the financial year ended on that date;

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 were adequate and were operating effectively during the financial year ended 31 March 2024;

f.    They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2024.

Board Meetings

During the financial year ended 31 March 2024, six Board Meetings were held through physical and hybrid mode (electronic and physical attendance). For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

Annual General Meeting

The 16^th AGM of the Company was held on Monday, 24 July 2023 through audio video conferencing facility. The AGM was attended electronically by 71 members.

Meeting of Independent Directors

The Independent Directors of the Company meet without the presence of other Directors or the Management of the Company.

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met twice i.e., on 19 April 2023 and 18 October 2023. The Meetings were attended by all Independent Directors of the Company.

AUDIT COMMITTEE

As on 31 March 2024, the Audit Committee of the Company comprised of six Non-Executive Directors, all of whom are Independent Directors. All Members of the Audit Committee including the Chairman possess strong accounting and financial management knowledge.

Composition of Audit Committee

Details of the composition of the Audit Committee as on 31 March 2024 is given hereunder:

1.    Mr. Ranu Vohra, Independent Director - Chairman

2.    Mr. Darius Pandole, Independent Director -Member

3.    Ms. Avani Davda, Independent Director - Member

4.    Ms. Malvika Sinha, Independent Director - Member

5.    Mr. Dhananjay Mungale, Independent Director -Member

6.    Mr. Ameet Hariani, Independent Director - Member There was no change in the composition of the Audit Committee or in the terms of reference of the Audit Committee, during the financial year under review.

The Company Secretary of the Company acts as the secretary to the Committee.

Recommendations of the Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board of the Company during the financial year under review.

Other Board Committees

Details of other Board Committees constituted under the Act and the SEBI Listing Regulations, their compositions, Meetings held, attendance of the Members at the Committee Meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: https://mahindralogistics. com/board-of-directors/#committee.

Q. GOVERNANCE

Corporate Governance

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

The Company's Corporate Governance philosophy and practices are further strengthened through "The Mahindra Way” (TMW) assessments, the Group's Business Excellence model, and various policies and codes adopted by the Company.

A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company's Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, employees and others stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism. The Policy also makes provision for direct access to the Chairperson of the Audit Committee. The Company also has a Business Ethics Governance Council ("BEGC”) which is responsible for steering all activities related to ethics & governance in the Company.

All employees, directors, vendors, customers and other stakeholders associated with the Company can access the totally secure, independently monitored and transparent modes of logging of the complaints, which also provides for stakeholders wishing to raise concerns anonymously. The Company offers a multilingual helpline monitored independently by a third party with details, as under:

-    Online web-portal: https://ethics.mahindra.com:

-    Toll free hotline number: # 000 800 100 4175;

-    Stakeholder are also welcome to writing to the Company at postal address:

Mahindra Logistics Limited,

Arena Space, 10^th & 11^th Floor, Plot No. 20, Jogeshwari Vikhroli Link Road,

Near Majas Bus Depot, Jogeshwari - (East), Mumbai - 400060.

-    Directly writing to the Chairman of Audit Committee:

Through e-mail at: [email protected]: or

Through letter: Addressed to -

The Chairman, Audit Committee C/o Chief Ethics Officer,

Mahindra Logistics Limited

Arena Space, 10^th & 11^th Floor, Plot No. 20,

Jogeshwari Vikhroli Link Road,

Near Majas Bus Depot, Jogeshwari - (East), Mumbai - 400060.

This helpline operates 24/7, ensuring accessibility for all.

During the financial year under review, the Company has received 26 whistle blower complaints, out of which 20 complaints were investigated and appropriate actions were taken, and investigations are underway for the remaining 6 complaints. A quarterly report on the whistle-blower complaints received by the Company is placed before the Audit Committee for its review. The MD & CEO and CFO of the Company have certified to the Board and Audit Committee that during the financial year under review, no personnel was denied access to the Chairperson of Audit Committee of the Board.

The Whistle Blower Policy of your Company is available on the Company's website and can be accessed at the Web-link: https://mahindralogistics.com/policies/.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act”) to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral. Internal Committee ("IC”) has been set across regions to redress complaints received regarding sexual harassment. During the financial year under review, pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has complied with the provisions relating to the constitution of IC under the POSH Act.

The IC of the Company for POSH is composed of 14 members from diverse backgrounds, with 50% identified as women and 50% identified as men. The IC is responsible for receiving, investigating, and resolving complaints of sexual harassment in accordance with the organization's Prevention of Sexual Harassment Policy, which extends to all employees, including all gender identities. The IC is dedicated to ensuring that employees feel safe and respected in the workplace, to provide guidance and support to employees throughout the complaint process, and to ensure that all complaints are handled in a timely and impartial manner.

All employees are briefed on the POSH Policy during induction. The Company also actively conducts various trainings and sensitisation programs across all its locations and verticals on a periodical basis through its SPEAK UP THEN and THERE programme to increase awareness about the Policy and the provisions of POSH Act amongst employees. During the financial year, mandatory training on POSH were conducted (online and/or physical) with an improved and interactive approach. Training to IC members was also imparted.

During the financial year 2023-24, the Company has received 11 complaints in this regard, where appropriate action was taken by the IC. Out of the 11 complaints, 10 complaints were resolved and 1 is pending as on 31 March 2024.

Risk Management

The Company has a well-defined risk management policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organisation and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Company's activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Company's objectives.

The Risk Management Committee reviews the Risk Management Policy every two years and periodically reviews the framework considering the industry dynamics and evolving complexities, economic environment, increased competition, acquisitions made, change in laws, regulations and policies by the Government Authorities, working capital requirements of the Company and its impact on the business operations and other developments. During the financial year under review with the acquisitions and business restructuring, the Risk Management Committee reviewed and evaluated the risks associated with the business and monitored the mitigation plans in line with the Risk Management Policy and framework adopted by the Company to cover all potential risks viz. Financial, Operational, Sectoral, Sustainability, Environmental Social and Governance ("ESG”), Information Risks, Cyber security risks, risks related to acquisitions etc. and was of the view that the risk management systems and framework are operating adequately.

The Board, the Audit Committee and the Risk Management Committee have the responsibility for overseeing all risks. The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

R. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility ("CSR")

We believe that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, your Company's approach to CSR extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR policy adopted by the Board. The CSR Policy covers the focus/thrust areas around which the CSR programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups.

During the financial year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Company's CSR Policy positively impacting over 90,000 beneficiaries PAN India. The Company also encourages its employees to become willing participants in its CSR initiatives.

Here are some of our community development initiatives.

CSR - Community engagement Building Communities

We believe that uplift of rural communities is key to the country's economic growth and success. We undertake various community development activities in villages and urban slums and address issues such as health S sanitation, safe drinking water supply, malnutrition, education, youth development, women's empowerment, support to the farmer community and infrastructure development. Similar interventions are driven for smaller groups to improve the working conditions of the beneficiaries or promote their aspirations for better living conditions. These programmes not only enhance capabilities but also addresses issues like human dignity and self-respect.

Our activities include providing scholarship and grants to school children, providing them opportunities for higher education, health and eye check-up, road safety trainings, yoga and meditation sessions, awareness campaign for the use of seat belt, reading road and highway signage and personal hygiene. We also provide

HIV/AIDS awareness including testing and treatment, family welfare and organising celebrations of various festivals together with the promotion of social messages across different locations etc. Support for orphanages, destitute homes, senior citizens, Swachh Bharat Abhiyan are some of the other interventions that are part of our community development initiatives. During the financial year 2023-24, your Company supported 89,787 individuals across the country through 11,234 volunteering hours.

Educational Support:

Your Company supported 867 girls through the 'Nanhi Kali' initiative of the K.C. Mahindra Education Trust, which aims to ensure that every girl child in India has access to education. The programme targets beneficiaries from backward communities in Barabanki (Uttar Pradesh) and Nashik (Maharashtra).

Skill Development:

Education and skill development of local communities are critical to national development. We focus on promoting education, including special education, vocational skills, especially among girls, youths, LGBTQ+ and the people with disabilities.

During the financial year 2023-24, skill development training has been imparted to 54 LGBTQAI, 50 PWDs and 110 Women from marginalised communities. Successful 15 candidates were felicitated for their achievements.

During the financial year 2023-24, your Company supported 239 individuals across the country through this project.

Restoring Environment:

Restoring the environment is among our core belief and this objective is promoted through the increased usage of renewable energy, waste management, renewal of natural water bodies, enhancement of green cover through tree plantation activities.

Through this intervention, during the financial year 2023-24, your Company directly and in partnership with SankalpTaru planted 9,424 saplings, taking the total tally of trees planted to 1,53,412 since financial year 2013.

Every tree that is planted with Sankalptaru is geotagged where latitude and longitude of the tree is captured in the database, generating an "e-forest” which contains an actual photo of the plantation, its google location and their beneficiary's details.

We also recognise our people, our talent as the key asset and at the core of our business. We believe, full potential of energy transition cannot be seen through carbon lens only and it requires a holistic integration of environment, social and governance to ensure sustained growth. We also believe in continuous collaboration with our clients, technology start-ups and other stakeholders to deliver on SBTi target to reduce Scope 1 and 2 GHG emissions by 88% per employee and Scope 3 GHG emissions by 69% per million kilometres by the year 2033 from 2018 base year. During the financial year under review, your Company has seen at macro level, the dynamics of the industry being impacted by increasing geo-political volatility, shifting focus of investors from top line growth to profit with purpose, rising demand of e-commerce and digitalization. In changing business context, the Company remains committed to empowering its people & the community, delivering integrated logistic solutions with a focus on operational excellence to transition to green logistics in coming decades.

Specific initiatives taken in this regard are detailed in Annexure VI of this Report and Business Responsibility and Sustainability Report which forms part of this Annual Report. Our sustainability initiatives have resulted in energy savings, emissions reduction, improved process efficiencies and increased customer satisfaction.

Business Responsibility and Sustainability Report

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR”) of the Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 2023-24, in the prescribed format is available as a separate section and forms part of this Annual Report. The BRSR is also uploaded on the website of the Company and can be accessed at the weblink: https:// mahindralogistics.com/financial-results/annual-result/.

 

CSR Committee

The CSR Committee of the Board constituted in compliance with the provisions of the Act read with the applicable rules made thereunder consists of four Directors, of whom one half are Independent Directors. Details of the composition of the CSR Committee as on 31 March 2024 is given hereunder:

1.    Mr. Ranu Vohra, Independent Director - Chairman

2.    Ms. Malvika Sinha, Independent Director - Member

3.    Mr. Rampraveen Swaminathan, Managing Director and CEO - Member

4.    Mr. Naveen Raju, Non-Executive Director - Member The Company Secretary of the Company acts as the secretary to the Committee.

The Committee, inter alia, reviews and monitors the CSR as well as Sustainability activities.

Changes in composition of the CSR Committee

During the financial year 2023-24, there were no changes in the composition of the CSR Committee. The composition of the CSR Committee is uploaded on the website of the Company and can be accessed through the weblink: https://mahindralogistics.com/ board-of-directors/#committee

CSR Policy

The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee. The CSR Policy including a brief overview of the projects or programs approved by the Board with implementation schedule thereof is uploaded on the Company website and can be accessed through the weblink: https://mahindralogistics.com/policies/. During the financial year under review, there was no revision or amendment to the CSR Policy of the Company.

CSR Spend

During the financial year under review, your Company has spent ? 1.04 crores on CSR activities undertaken in terms of the CSR Annual Action Plan recommended by the CSR Committee and approved by the Board of Directors vis-a-vis the budgeted spend of ? 1.01 crores. There is no unspent CSR expenditure as on 31 March 2024.

Impact Assessment of CSR Projects

The Company's average CSR obligation in the three immediately preceding financial years does not exceed ? 10 crores. Hence, the Company is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility) Rules, 2014.

However, on a voluntary basis as a measure of governance, the Company at regular intervals, conducts impact assessments, internal assessments, situational analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the impact of CSR activities of the Company.

Annual Report on CSR

Annual Report on CSR activities for the financial year 2023-24 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V of this report and forms part of this Annual Report.

S. SUSTAINABILITY

The Company embodies the philosophy of 'Road to Rise' to create value for our stakeholders by embedding sustainability in our offerings, strategy, decision making and in our day-to-day operations.

We have been amongst the few companies in the Indian logistic sector to commit to Science Based Target Initiatives (SBTi) and is working towards achieving its goal to become Carbon Neutral by 2040. The Company is pioneering Green Logistics with progressive investment in:

•    Building sustainable by design, built-to-suit (BTS) warehouses across India, powered by renewable energy and material circularity.

•    Re-engineering cleaner and affordable transport solutions to clients through electrifying last mile delivery, multi-modal transport, load optimizations and switching to low carbon/alternative fuels.

•    Measuring, reporting scope 3 emissions and thereby, offering visibility to low carbon scenario to our clients through One Carbon Report.

•    Digitalization, automation and process innovations to bring logistics efficiency in India at par with the global standards.

T.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure VI and forms part of this report.

U.    POLICIES

The details of the Key Policies adopted by the Company are mentioned at Annexure VII and forms part of this report.

V.    SECRETARIAL Authorised Share Capital

The authorised share capital of the Company as on 31 March 2024 was ? 105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of ? 10/- each. There was no change in the authorised share capital during the financial year under review.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company has allotted 59,121 equity shares of face value of ? 10/- each to the eligible employees of the Company and its subsidiary companies pursuant to exercise of RSUs by them under the RSU Plan 2018. The equity shares issued and allotted during the financial year under review rank pari-passu with the existing equity shares of the Company in all respects and listed on stock exchanges were the equity shares of the Company are listed.

As on 31 March 2024, 100% of the paid-up share capital of the Company is held in dematerialised mode.

The movement in the paid-up share capital during the financial year under review is as under:

Date	Particulars	No. of equity shares allotted	Cumulative Equity Shares (in nos.)	Cumulative Share Capital (in ')
1 April 2023	Opening issued, subscribed and paid-up share capital	-	7,19,77,030	71,97,70,300
12 April 2023	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	59,121	7,20,36,151	72,03,61,510
31 March 2024	Closing issued, subscribed and paid-up share capital	-	7,20,36,151	72,03,61,510

 

given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act);

•    Suspension of trading of equity shares of the Company;

•    Revision made in Financial Statements or the Board's Report of the Company;

•    There was no one-time settlement done by the Company and hence the provision of details of difference in valuation arising between such one-time settlement and the loan taken from the Banks does not arise.

 

Changes in the equity share capital from 1 April 2024 to date of this report

The Company has allotted 14,190 equity shares to eligible employees, pursuant to exercise of RSUs granted under the RSU Plan 2018 on 9 April 2024. Consequently, the issued, subscribed and paid up share capital of the Company as on the date of this report increased from ? 72,03,61,510/- (divided into 7,20,36,151 equity shares of ? 10/- each fully paid-up) to ? 72,05,03,410/- (divided into 7,20,50,341 equity shares of ?10/- each fully paid-up).

Annual Return

The Annual Return of the Company for the financial year ended 31 March 2024 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https://mahindralngistirs.rnm/finanrial-re.sults/annual-re.sult/.

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Meetings of the Board of Directors ("SS-1”) and the Secretarial Standard-2 on General Meetings ("SS-2”) issued by The Institute of Company Secretaries of India and approved by the Central Government, and such systems are adequate and operating effectively.

During the financial year under review, the Company was in compliance with the SS-1 and SS-2.

W.    PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was one proceeding pending against the Company by an operational creditor under the Insolvency and Bankruptcy Code, 2016 which do not materially impact the business of the Company. The Company has filed a detailed reply and the matter is pending for hearing before the National Company Law Tribunal, Mumbai Bench.

X.    GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

•    I ssue of equity shares with differential rights as to dividend, voting or otherwise;

•    I ssue of sweat equity shares to employees of the Company under any scheme;

•    Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future;

•    Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;

•    Voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase of which loan was

Y. ACKNOWLEDGMENTS

The Board of Directors wishes to extend its sincere appreciation for the support and cooperation received from various entities, including the government and regulatory authorities, stock exchanges, depositories, banks, customers, business associates and members throughout the reviewed year.

For and on behalf of the Board of Directors

Dr. Anish Shah

Place: Mumbai    Chairman

Date: 22 April 2024    DIN: 02719429

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Mar 31, 2023

The Board of Directors ("the Board”) of Mahindra Logistics Limited ("the Company”) is pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended 31 March 2023 ("financial year under review” or "financial year 2022-23”).

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

(Rs. in Crores)
Â	Standalone		Consolidated
Â	Financial	Financial	Financial	Financial
Particulars	year 2022-23	year 2021-22	year 2022-23	year 2021-22
Income	Â	Â	Â	Â
Revenue from Operations	4,458.90	3,631.08	5,128.29	4,140.76
Other Income	12.04	9.56	15.85	13.58
Total Income	4,470.94	3,640.64	5,144.14	4,154.34
Expenses	Â	Â	Â	Â
Cost of materials consumed	6.58	9.81	6.58	9.81
Changes in inventories of finished goods, stock in trade & work in progress	0.45	(0.45)	0.45	(0.45)
Employee benefit expenses	289.04	282.20	354.56	314.70
Operating expenses	3,792.86	3,085.79	4,379.48	3,540.41
Other expenses	93.68	74.15	127.46	92.02
Depreciation and amortisation expenses	169.17	130.41	189.50	141.72
Finance cost	41.42	26.04	51.57	29.82
Total Expenses	4,393.20	3,607.95	5,109.60	4,128.03
Profit before exceptional items and tax	77.74	32.69	34.54	26.31
Exceptional items (net)	2.70	-	-	-
Profit Before Tax ("PBT")	80.44	32.69	34.54	26.31
Tax expenses	15.91	8.25	7.12	11.25
Profit After Tax ("PAT")	64.53	24.44	27.42	15.06
Share of (loss)/ profit of Joint Venture/ Associate	-	-	(2.79)	0.01
Profit for the year	64.53	24.44	24.63	15.07
Other comprehensive income/ (losses)	Â	Â	Â	Â
Re-measurements of the defined benefit plans - Gains/(Losses)	1.57	(1.03)	1.91	(0.87)
Income tax relating to items that will not be reclassified to profit & loss	(0.40)	0.26	(0.42)	0.22
Total other comprehensive income	1.17	(0.77)	1.49	(0.65)
Total comprehensive income	65.70	23.67	26.12	14.42
Attributable to	Â	Â	Â	Â
(a) Owners of the Company	65.70	23.67	27.76	16.91
(b) Non-Controlling interest	-	-	(164)	(2.49)
Balance of Profit from earlier years	372.62	366.89	368.66	369.69
Dividend Paid	(14.39)	(17.94)	(14.39)	(17.94)
Balance carried forward to reserves	423.93	372.62	382.03	368.66
Net worth	621.03	564.65	579.12	560.68

The financial year 2022-23 was the first full year without any major impact of Covid, after a gap of two years. Global economy experienced high-level of volatility due to headwinds caused by high inflation and turmoil in the banking sector. India was also affected due to this volatility, but the impact was relatively contained. Economic activity during the financial year showed signs of growth, with uptick in manufacturing activity owing to strong domestic demand. The Company's key end markets like Auto, Farm, Engineering and Telecom saw significant tailwinds. Consumption end markets, E-commerce

& Last Mile Delivery witnessed stagnant volume growth and network expansion was slow. Freight Forwarding was impacted due to significant drop in cross border freight prices compared to previous year, but demonstrated volume growth across all offerings. The Mobility business saw some sign of recovery with macros improving in the second half of the financial year, but remained impacted due to slow pace of office re-opening in ITES sector.

Consolidated Performance

Despite challenges, your Company was able to put up a strong performance recording its highest ever consolidated revenues of ' 5,128.29 crores for the financial year 2022-23, a growth of 24% over the previous year. This shows our growing resilience in overall businesses.

Our core 3PL business showed improvements and recovery led by auto sector. While the Company's E-commerce and Consumer business segments struggled due to demand, the 3PL revenues grew by 26.48% to ' 4,007 crores for the financial year under review as compared to ' 3,168 crores in the previous financial year. The solutions share of the network service businesses viz. Freight Forwarding, Last Mile Delivery and B2B Express also continued to make progress, contributing to 17% of our overall consolidated revenues for financial year 2022-23. This is a testimony to your Company's continued focus on diversifying our revenue mix and end markets during the past few years.

The consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA”) grew by 39.30% to ' 275.61 crores for the financial year 2022-23, as compared to ' 197.85 crores for the previous financial year.

The consolidated PAT (after share of loss of joint venture and controlling interest) grew by 63.44%, to ' 24.63 crores for the financial year 2022-23 from ' 15.07 crores in the previous financial year. The PAT growth of the Company was impacted on account of the acquisitions and margin pressure in some of the business segments.

We remain committed to our vision of building an integrated logistics and mobility services business, which has deep capabilities in multiple service lines, and when combined with our technology, people and process, creates and adds value for our customers and stakeholders, thus emerging as a preferred choice for them. During the financial year 2022-23, the Company continued to invest aggressively in new facilities, building multi-client Built-to-Suit ("BTS”) network and capital investments in electric fleet.

Standalone Performance

During the financial year under review, the Company's revenue from operations grew by 22.80% to ' 4,458.90 crores as compared to ' 3,631.08 crores in the previous financial year. The standalone PAT increased by 164.03% for the financial year 2022-23, at ' 64.53 crores as against ' 24.44 crores in the previous financial year. The total comprehensive income for the financial year under review, increased by 177.57% at ' 65.70 crores, as compared to ' 23.67 crores in the previous financial year.

During the financial year 2022-23, on a standalone basis the Company operated in two business segments -Supply Chain Management ("SCM”) and Enterprise Mobility ("EM”) Business. With the sale and transfer of the EM business of the Company to MLL Mobility Private Limited, wholly-owned subsidiary, the Company on standalone basis operates in single segment of 3PL SCM business effective 1 October 2022.

Credit ratings

The Long-term and Short-term credit facilities (fund and non-fund based) of the Company are rated by ICRA Limited. During the financial year under review, ICRA Limited re-affirmed and retained [ICRA]AA(Stable)/ [ICRA]A1+ credit ratings assigned to said credit facilities of the Company of ' 335 crores. The Outlook on the long-term rating continues to be Stable.

The liquidity position of the Company is strong, supported by its sizeable cash & bank balance and liquid investments of ' 179.68 crores as on 31 March 2023. The re-affirmed credit rating reflects the Company's strong financial profile characterised by its low leverage and strong debt coverage, and a high degree of safety regarding timely servicing of its financial obligations. Ratings issued by ICRA Limited are disclosed on the Company's website and can be accessed at the weblink https://mahindralogistics.com/financial-information/#credit-rating and website of the stock exchanges where equity shares of the Company are listed.

Accounting Method

The Annual Audited Consolidated and Standalone Financial Statements of the Company are prepared in accordance with the Indian Accounting Standards ("Ind AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act”) read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations”).

The Annual Audited Consolidated and Standalone Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

Publication and access to the Financial Statements and Results

The Company publishes its Unaudited Consolidated and Standalone Financial Results which are subjected to limited review on a quarterly basis. The Audited Consolidated and Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where shares of the Company are listed and the website of the Company.

I n accordance with Section 136 of the Act, the Annual Audited Financial Statements of Company and the subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https:// mahindralogistics.com/financial-information/#financial-results

Change in the nature of the business

There have been no changes in the nature of the business and operations of the Company during the financial year under review.

B. ACQUISITIONS AND INVESTMENTS

In alignment with our growth strategy and to achieve greater scale, enhance our technological capabilities, broaden our geographical coverage, and drive operational synergies and efficiencies, both organically and inorganically, the Company completed several acquisitions / restructured its businesses in financial year 2022-23, as under:

Meru

In May 2022, the Company completed acquisition of MLL Mobility Private Limited (formerly known as Meru Mobility Tech Private Limited) ("MMPL”), V-Link Automotive Services Private Limited ("VASPL”) and V-Link Fleet Solutions Private Limited ("VFSPL”) from MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) ("MESPL”), and acquisition of MESPL from Mahindra & Mahindra Limited ("M&M”). Consequently, MMPL, VASPL, VFSPL and MESPL became wholly-owned subsidiaries of the Company.

Thereafter, effective 1 October 2022, the Company sold and transferred its EM Business, operated under the brand name "Alyte” to MMPL, as a going concern on slump exchange basis, with an objective to consolidate the mobility services business under one entity thereby enabling optimization of operations and scaled up opportunities and offerings to customers, in line with the growth strategy of the Company.

As consideration for the sale and transfer of the EM Business, the Company additionally acquired 2,87,204 equity shares of ' 10 each fully paid in MMPL. With this, the Company holds 460,899 equity shares of ' 10 each fully paid (100%) of MMPL and MMPL continues to remain wholly-owned subsidiary of the Company.

Whizzard

During the financial year 2022-23, the Company completed its first tranche of investment in 31,600 Series A Compulsorily Convertible Cumulative Preference Shares and acquisition of 21,327 equity shares of Zipzap Logistics Private Limited ("ZipZap”), a company specializing in last mile and micro fulfilment services under the brand Whizzard. The Company's investment in ZipZap has complemented the Company's existing last-mile delivery business and electric vehicle-based delivery services ("eDeL”).

With this investment, ZipZap became an Associate of the Company effective 8 April 2022.

Rivigo

During the financial year under review, the Company entered into Business Transfer Agreement ("BTA”) with Rivigo Services Private Limited ("Rivigo”) and its promoter for acquisition and purchase by the Company or its Subsidiary/Affiliate of the B2B express business of Rivigo, together with all rights, title, beneficial ownership and interest therein, as a going concern, on slump sale basis.

As per the terms of the BTA, MESPL, wholly-owned subsidiary of the Company acquired the B2B express business from Rivigo for cash consideration on 9 November 2022. MESPL's acquisition of Rivigo's B2B express business gave the Company access to its PAN-India network of 250+ processing centres and branches, spanning an area of more than 1.5 million sq.ft., best-in-class tech stack and process capabilities, thus accelerating expansion of the Company's Express Network Business. Hence, post completion of the acquisition of the Rivigo business, to consolidate the Express businesses under one entity thereby enabling synergies, optimization of resources, the Company sold and transferred its Express Network Business to MESPL, as a going concern on slump exchange basis, effective 1 April 2023. Sale and integration of the Company's Express Network Business to MESPL is underway.

International Freight Forwarding

To augment growth opportunities in cross border supply chain and establish international presence, the Company incorporated two wholly-owned subsidiaries, V-Link Freight Services Private Limited ("V-Link Freight”) in India on 9 September 2022 and MLL Global Logistics Limited ("MGL”) in United Kingdom on 6 December 2022.

The new wholly-owned subsidiaries are incorporated to undertake logistics and supply chain management services including freight forwarding and air charter business across geographies. V-Link Freight has set up a branch office in DAFZA, United Arab Emirates and MGL is in the process of setting up its operations in United Kingdom.

Upon incorporation of V-Link Freight, the Company has subscribed to and invested ' 1 crore in V-Link Freight towards its initial share capital comprising of 10 lakhs equity shares of ' 10 each.

Material changes and commitments affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2022-23 till the date of this report i.e. from 1 April 2023 to 24 April 2023.

C.    SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANYSubsidiaries

As on 31 March 2023 and the date of this report, the Company has eight unlisted subsidiaries, six of which are wholly-owned subsidiaries. The subsidiary companies primarily deal in the business of transportation and freight forwarding and continue to contribute to the overall growth in revenues and performance of the Company. For the financial year 2022-23, all subsidiaries contributed to 14% of the consolidated revenues of the Company.

Lords Freight (India) Private Limited ("Lords"),

subsidiary of the Company provides freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During the financial year 2022-23, Lords earned gross income of ' 367.42 crores as against ' 452.65 crores in the previous year, registering a degrowth of 18.83% over previous financial year . Its net profit after tax de-grew by 37.71% and stood at ' 9.96 crores for the financial year under review as against ' 15.99 crores for the previous financial year.

The Company holds 99.05% stake in Lords as on 31 March 2023.

Lords contributed 7.14% to the consolidated revenues of the Company for the financial year 2022-23.

L-Link Freight Services Private Limited ("VLFPL"),

wholly-owned subsidiary of the Company provides freight forwarding, logistics and transportation and air charter services. VLFPL was incorporated on 9 September 2022. For the period 9 September 2022 to 31 March 2023, the Company earned revenue of ' 0.50 crores and incurred loss after tax for the said period of ' 0.14 crores.

The Company holds 100% stake in VLFPL as on 31 March 2023.

VLFPL contributed 0.01% to the consolidated revenues of the Company for the financial year 2022-23.

M LL Global Logistics Limited ("MGL"), wholly-owned subsidiary of the Company is incorporated in United Kingdom to provide freight forwarding, logistics and transportation and air charter services. MGL is yet to commence its operations.

2x2 Logistics Private Limited ("2x2"), subsidiary of the Company specializes in offering automotive outbound logistics solutions to four-wheeler and two-wheeler industries and has a fleet of 120+ vehicles. During the financial year 2022-23, the gross income of 2x2 de-grew by 13.65% amounting to ' 20.81 crores as against ' 24.10 crores in the previous financial year. The net loss after tax of 2x2 decreased to ' 3.86 crores during the financial year 2022-23 as compared to a net loss of ' 5.88 crores for the previous financial year.

The Company holds 55% stake in 2x2 as on 31 March 2023.

2x2 contributed 0.40% to the consolidated revenues of the Company for the financial year 2022-23.

MLL Express Services Private Limited ("MESPL"),

headquartered in Gurgaon, provides B2B Express logistics services across the value chain under the brand name "Rivigo by Mahindra Logistics”. During the financial year 2022-23, MESPL earned gross revenue of ' 123.15 crores. Its net loss after tax decreased by 57.67% and stood at ' 31.78 crores for the financial year under review as against ' 75.08 crores for the previous year. MESPL became a wholly-owned subsidiary of the Company on 17 May 2022. The Company holds 100% stake in MESPL as on 31 March 2023.

MESPL contributed 2.37% to the consolidated revenues of the Company for the financial year 2022-23.

MLL Mobility Private Limited ("MMPL") is in the

business of providing passenger transportation in ride hail segment and corporate transportation service solutions to companies in various sectors such as BPOs, Banking, IT and ITES. MMPL has electric vehicles fleet of 200+ vehicles. During the financial year 2022-23, MMPL earned gross revenue of ' 185.51 crores as against ' 57.95 crores in the previous financial year, registering a growth of 220.12%. The net loss after tax decreased by 55.34% and stood at ' 8.61 crores for the financial year under review as against ' 19.28 crores for the previous financial year.

MMPL became a wholly-owned subsidiary of the Company on 12 May 2022 and the Company holds 100% stake in MMPL as on 31 March 2023.

MMPL contributed 3.59% to the consolidated revenues of the Company for the financial year 2022-23.

V-Link Automotive Services Private Limited ("VASPL") is engaged in the business of providing employee transportation services and operates fleet of vehicles which are aggregated from third parties. During the financial year 2022-23, VASPL earned a revenue from operations of ' 0.30 crores as against ' 0.61 crores in the previous financial year, registering a degrowth of 49.18%. VASPL incurred a net loss amounting to ' 0.41 lakhs for the financial year under review as against profit after tax of ' 0.20 crores for the previous financial year.

VASPL became a wholly-owned subsidiary of the Company on 13 May 2022 and the Company holds 100% stake in VASPL as on 31 March 2023.

VASPL contributed 0.01% to the consolidated revenues of the Company for the financial year 2022-23.

V-Link Fleet Solutions Private Limited ("VFSPL")

is engaged in the business of providing employee transportation services and operates fleet of vehicles which are aggregated from third parties. During the financial year 2022-23, VFSPL earned revenue from operations of ' 0.86 crores as against ' 0.80 crores in the previous financial year, registering a growth of 7.5%. The net profit after tax amounted to ' 5.25 lakhs for the financial year under review as against net loss of ' 13.46 lakhs for the previous financial year.

VFSPL became a wholly-owned subsidiary of the Company on 12 May 2022 and the Company holds 100% stake in VFSPL as on 31 March 2023.

VFSPL contributed 0.02% to the consolidated revenues of the Company for the financial year 2022-23.

Material Subsidiaries

In terms of the criteria laid down in the Company's Policy on Material Subsidiaries and the SEBI Listing Regulations, the Company has no Material Unlisted Indian Subsidiary as on 31 March 2023 and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the financial year 2022-23.

Associates/Joint Ventures

Mranstech Logistics Private Limited ("Transtech"),

headquartered in Bangalore, is engaged in the business of providing Transport Management Solutions to third party logistics companies, shippers and transporters on a 'Software as a Service' model (SaaS) under the

brand name 'ShipX'. During the financial year 2022-23, Transtech recorded gross revenue of ' 3.28 crores as compared to ' 2.94 crores in the previous year, an increase of 11.56% year-on-year. Transtech incurred a net loss after tax of ' 1 crores during the financial year under review as against a net profit of ' 0.03 crores in the previous financial year.

The Company holds 39.79% stake in Transtech as on 31 March 2023.

ZipZap Logistics Private Limited ("ZipZap"),

headquartered in Hyderabad, is a tech enabled last-mile delivery logistics company operating under the brand name "Whizzard” During the financial year 2022-23, ZipZap earned revenue from operations of ' 129.68 crores as compared to ' 111.51 crores in the previous year, an increase of 16.29% year-on-year. ZipZap incurred a net loss after tax of ' 7.55 crores during the financial year under review as against a net loss of ' 4.39 crores in the previous financial year.

The Company holds 39.64% stake in ZipZap (36% on fully diluted basis) as on 31 March 2023.

Performance and contribution of the Subsidiaries and Associates

A report on the highlights of the performance and financial position of each of the Company's subsidiaries, associate and joint venture companies is included in the Consolidated Financial Statements and the salient features of their Financial Statements and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the rules framed thereunder, is provided in Form AOC-1 and forms part of this Integrated Annual Report.

There was no material change in the nature of the business of the subsidiaries or associates of the Company during the financial year 2022-23.

Holding and Promoter Company

MSM is the Holding and Promoter Company of the Company.

During the financial year under review, Mahindra Engineering and Chemical Products Limited ("MECPL”) promoter group company of the Company holding 100 equity shares of the Company merged with MSM pursuant to the Scheme of Merger by Absorption approved by the National Company Law Tribunal, effective 29 April 2022. Consequently, MECPL ceased to be part of the promoter group of the Company and 100 equity shares held by MECPL in the Company were transferred and vested in MSM, effective 29 April 2022.

As on 31 March 2023, MSM holds 4,18,12,257 equity shares, representing 58.09% of the share capital of the Company.

D. DIVIDENDDividend Distribution Policy

The Board of the Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations which establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company.

As per the Dividend Distribution Policy, the dividend payout is determined basis the performance of the Company, available financial resources, investment requirements and taking into account optimal shareholder return and other internal and external factors. Within these parameters, the Company would endeavor to maintain a dividend pay-out of an optimal range of at least 20% of annual audited standalone PAT of the Company.

The Dividend Distribution Policy is enclosed herewith as Annexure I and forms part of this Integrated Annual Report. It is also uploaded on the Company's website and can be accessed from the weblink: https://mahindralogistics.com/disclosures-under-sebi-regulation-46/#policies

Dividend paid during financial year 2022-23

During the financial year 2022-23 with approval of the Shareholders at the 15^th Annual General Meeting, the Company paid final dividend of ' 2.00 per equity share (being 20% of face value) to 58,670 shareholders of the Company holding 7,19,55,978 shares. The said dividend paid represented 58.88% of standalone PAT as of 31 March 2022 and resulted in cash outflow of ' 14.39 crores (including withholding tax of ' 1.42 crores).

The Company has not declared or paid any Interim Dividend during the financial year under review.

Dividend recommended for financial year 2022-23

Considering the performance of the Company for the financial year 2022-23, the Board of the Company has recommended a final dividend of ' 2.50/- per equity share (being 25% on face value) out of the profits earned by the Company for the financial year 2022-23.

The recommended equity dividend outgo represents 27.91% of standalone PAT earned for the financial year 2022-23 and would result in cash outflow of approximately ' 18.01 crores including withholding tax, if declared.

The final dividend recommended for the financial year 2022-23 is in accordance with the parameters laid down in the Dividend Distribution Policy of the Company and is subject to approval of Members at the ensuing Annual General Meeting ("AGM”) and deduction of tax at source. Final dividend, if approved, shall be payable to those Members whose names appear in the Register of Members and list of beneficial owners as on Friday, 14 July 2023 (book closure date). The Register of Members and Share Transfer books of the Company will remain closed from Saturday, 15 July 2023 to Monday, 24 July 2023 (both days inclusive) for the purpose of determining shareholders eligibility of the final dividend.

Details of Shareholders as available in the Register of Members/List of beneficial owners on Book Closure date will be relied upon by the Company for the purpose of complying with the applicable withholding tax provisions and payment of the final dividend, if declared.

Electronic payout of Dividend

As mandated by SEBI, Dividend, if declared, shall be paid on or after Tuesday, 25 July 2023 within prescribed timelines, to the Shareholders electronically through Electronic Clearing Services (ECS)/National Electronic Clearing Services (NECS)/Real Time Gross Settlement (RTGS)/Direct Credit, etc.

All Shareholders are therefore requested to kindly ensure that details such as PAN, residential status, category of holding, bank account (IFSC, MICR), contact number, e-mail address and address are updated, in their respective demat account(s) maintained with the Depository Participant(s) ("DP”) for equity shares held in demat mode or with the Registrar and Share Transfer Agent of the Company - Link Intime India Private Limited ("RTA”), for equity shares held in physical form, on or before Friday, 14 July 2023.

Taxation on Dividend

Dividends paid or distributed by a company after 1 April 2020 are taxable in the hands of the Shareholders. Accordingly, the Company is required to deduct tax at source ("TDS”) at rates (plus surcharge and cess) as applicable, at the time of making the payment of the final dividend, if approved and declared at the ensuing AGM.

Web-portal for submission of tax declarations/forms

To enable the Company to determine and deduct appropriate tax, Shareholders are requested to submit their tax exemption declarations/forms and supporting documents along with the self-attested copy of PAN directly on the secure web-portal of the RTA: https// web. linkintime. ro.in/formsreg/snbmission-of-form-15g-15h.html by selecting "Mahindra Logistics Limited” in the Company dropdown and submitting the form after filing the details prompted therein through an one-time password based verification, on or before Friday, 14 July 2023.

Unpaid and Unclaimed Dividend

The details of dividends declared by the Company in the past years and lying unpaid and unclaimed as on 31 March 2023 is given hereunder:

 

Financial Year	Date of declaration of Dividend	Dividend declared per equity share	Total amount of Dividend paid (Gross)	Dividend lying unpaid and unclaimed with the Company (net)	No. of Shares on which Dividend is lying unpaid and unclaimed with the Company	Last date for claiming unpaid and unclaimed Dividend
2021-22	29 July 2022	' 2.00	' 14.39 crores	' 25,180.00	12,998	27 August 2029
2020-21	27 July 2021	' 2.50	' 17.94 crores	' 29,620.00	12,112	30 August 2028
2019-20	30 July 2020	'1.50	' 10.74 crores	' 29,610.50	20,259	30 August 2027
2018-19	1 August 2019	' 1.80	' 12.86 crores	' 31,050.00	17,250	4 September 2026
2017-18	2 August 2018	' 1.50	' 10.67 crores	' 32,092.50	21,395	5 September 2025

 

Detailed Shareholder-wise statement of the above unpaid and unclaimed dividend is uploaded on the Company's website and can be accessed at the weblink: https://mahindralngistirs.rnm/sharehnlder-information/#statement-of-unpaid-dividend and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in/

Transfer to the Investor Education and Protection Fund ("IEPF")

There is no unpaid and unclaimed Dividends of previous years or any equity shares on which dividends are lying unpaid or unclaimed for seven consecutive years or more which have been transferred to the IEPF up to 31 March 2023 or are due to be transferred to the IEPF during the financial year 2023-24 in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

Transfer to reserves

The Board has decided not to transfer any amount to the General Reserves. The profits earned during the financial year have been retained in the Profit & Loss Account of the Company for business and operations of the Company.

E. INVESTOR RELATIONS

Throughout the financial year, the Company continued its interactions with domestic and overseas analysts, investors, and funds, establishing a relationship of transparency and mutual understanding.

The Management of the Company engages with the investor community through different means such as one-on-one meetings, group meetings, warehouse site visits and participation in conferences organized by investors/broking houses. Additionally, the Company conducts quarterly earnings conference calls, following the announcement of the financial results.

These interactions take place either virtually or in person and aim to provide a comprehensive overview of the Company's operations, business and financial performance, as well as industry developments.

To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, outcomes, recordings etc. of the interactions held on its website and on the websites of the Stock Exchanges where its equity shares are listed, at various stages of the interactions. The disclosures, presentation and the audio recordings and transcripts of the interactions are hosted on the website of the Company for a minimum period of five years and thereafter as per the archival policy of the Company.

The investor relations information can be accessed on the Company's weblink: https://mahindralogistics.com/ investor-information/

Prior to the interactions an advance intimation of the schedule of group interactions, conducted virtually or in person, with details pertaining to the meet/call, mode of attending, details pertaining to registrations, disclaimers/note to complete/ease registration/ attending the call, details regarding specific platform requirements, if any, inclusions/exclusions of audience/ participants, if any, and such other details as applicable, are disclosed by the Company.

An earnings presentation summarising the Company overview, Operational and Financial highlights, Industry update, trends and opportunities, update on subsidiary performance, CSR and Sustainability initiatives, Strategic priorities is released by the Company upon publication of financial results on a quarterly basis and is made available to the shareholders, investors and general public through uploads upon on the website of the Stock Exchanges and the Company, in advance for active and healthy participation.

During the interactions the Investors/analyst/funds are briefed on the published Financial Results, overall performance of the businesses of the Company, general industry update, information available in public domain and contents of the earnings presentation, followed by a Question & Answer session with the management of the Company.

No unpublished price sensitive information is discussed/ disclosed during interactions to create confidence and maintain sanctity of the meet / call.

Post the interactions, an outcome of all group interactions giving brief of the discussions at the interactions, the exact weblink of the presentations referred to during the interactions and confirmation that no unpublished price sensitive information was shared/discussed in the meeting /call is promptly disclosed to the stock exchanges where equity shares of the Company are listed and uploaded on the website of the Company.

Additionally for all quarterly earnings conference calls, list of management attendees, the exact weblink to the website of the Company where the audio recording and transcript are uploaded, are disclosed and made public

on conclusion of the earnings call. The transcripts of the quarterly earnings calls in readable pdf format are also filed, within five working days on conclusion of the call.

Silent period

The Company observes a 'Silent/Quiet period' for 15 days prior to the announcement of its quarterly financial results to safeguard price sensitive information and avoid unintended slippage of information. During this period, no interactions are held with investors, analysts, funds or media houses to ensure protection of Company information. Notice of the Silent period is circulated internally to all concerned and also uploaded on the website of the Company.

F. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The Company's Internal Financial Controls were deployed through Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO), that addresses material risks in the Company's operations and financial reporting objectives.

The Company continues to invest in various digitisation initiatives to automate controls to an extent possible, in order to minimize manual errors and lapses. The Company added new automated controls considering the increase in size and complexity of its operation. During the financial year under review, the Company engaged an external independent consultant to conduct an audit of its risk control matrix and assess the design and operating effectiveness of the Internal Financial Controls. The findings of the audit indicated that there were no material weaknesses in the effectiveness of the internal control systems, and no deficiencies were identified in their design or operation. Furthermore, no significant changes in the internal control over financial reporting were noted, and the internal control systems were operating adequately.

The Company's internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of 31 March 2023. Throughout the financial year being reviewed, neither the Internal Auditor nor the Statutory

Auditors issued any letters indicating weaknesses in the internal controls.

The Company's Financial Statements are prepared basis the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These accounting policies undergo periodical review and are updated from time to time.

The Company uses SAP ERP systems as a business enabler and to maintain its books of accounts. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, necessary approval mechanisms, and the maintenance of supporting records.

Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. Management conducts regular reviews of the systems, standard operating procedures, and controls. The Internal Audit department audits these systems and controls, with their findings and recommendations being reviewed by the Audit Committee, which oversees their implementation.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal 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 Audit Committee, the Board is of the opinion that the Company's internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2022-23.

G. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of this Integrated Annual Report.

It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2022-23.

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the financial year under review were in the ordinary course of business and on arms' length basis, pre-approved by the Audit Committee, comprising of only Independent Directors of the Company. The said transactions were in accordance with the Policy on materiality of and on dealing with Related Party Transactions, formulated by the Company.

Prior omnibus approval of the Audit Committee is obtained for transactions with related parties which are repetitive in nature. A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee and the Board on a quarterly basis.

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company and its subsidiaries (on a consolidated basis) are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines and also uploaded on the website of the Company at the weblink: https// mahindralogistirs.rom/rorporate-announrement/

Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 have been disclosed in the note nos. 42 and 40 to the Standalone and Consolidated Financial Statements, respectively, forming part of this Integrated Annual Report.

Material Related Party Transactions

During the financial year under review, the Company has entered into material Related Party Transactions ("RPTs'') with M&M, the Holding Company and Promoter of the Company in excess of the thresholds prescribed by SEBI Listing Regulations i.e., transactions exceeding lower of ' 1000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements. The material RPTs with M&M were in ordinary course and arms

length, and pre-approved by the Audit Committee and within the overall limits approved by the Shareholders of the Company. On a quarterly basis details of material related party transactions entered into by the Company, are also filed with the stock exchanges in the Corporate Governance Report in terms of Regulation 24 of the SEBI Listing Regulations.

In compliance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the Material Related Party Transactions entered into by the Company for the financial year 2022-23 are disclosed in Form AOC-2 annexed herewith as Annexure II to this Board's Report, forming part of this Integrated Annual Report.

Policy on Materiality of and on Dealing with Related Party Transactions

The Company's Policy on Materiality of and on dealing with Related Party Transactions (”RPT Policy”) as formulated by the Audit Committee and approved by the Board is uploaded on the Company's website and can be accessed at the weblink: https://mahindralogistics. com/disclosures-under-sebi-regulation-46/#policies. There was no amendment or revision to the RPT Policy of the Company during the financial year under review.

I. AUDITORS' AND THEIR REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.:117366W/W-100018) ("Deloitte”) are the Statutory Auditors of the Company. The Members of the Company had at their 15^th AGM held on 29 July 2022 granted their approval for re-appointment of Deloitte for a second term of five consecutive years commencing from the conclusion of the 15^th AGM up to the conclusion of the 20^th AGM of the Company to be held in the year 2027.

All services rendered by the Statutory Auditors are pre-approved by the Audit Committee. During the financial year under review, the Statutory Auditors have not offered any prohibitory services to the Company or its Holding Company or Subsidiary Company of the Company.

Details of fees/remuneration paid to Statutory Auditors for the financial year 2022-23 are provided in Report on the Corporate Governance Section of this Integrated Annual Report.

U nmodified Statutory Auditors' Reports

The Statutory Auditors' Reports on the Annual Audited Standalone and Consolidated Financial Statements for the financial year 2022-23 forms part of this Integrated Annual Report and are unmodified i.e., they do not contain any qualification, reservation, or adverse remark.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries (Certificate of Practice No.:3662) ("MMJC”) is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certifications, other certifications as may be required under the SEBI Listing Regulations read with circulars issued thereat and ESOP Certificates as per the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations”). MMJC holds a valid peer review certificate issued by the Institute of Company Secretaries of India.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2023 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2023 is annexed to this Boards' Report as Annexure III and forms part of this Integrated Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2023 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8 February 2019 read with NSE and BSE circulars dated 16 March 2023 and 10 April 2023 is annexed to the Report on Corporate Governance (Annexure C) and forms part of this Integrated Annual Report.

The Annual Secretarial Compliance Report is also uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/ disclosures-under-sebi-regulation-46/#secretarial-compliance-reports

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's processes. The Board has appointed Mr. K. N. Vaidyanathan as the Internal Auditor of the Company with effect from 1 April 2020, who reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which inter-alia, covers core business operations as well as support functions basis and is reviewed and approved by the Audit Committee on an annual basis. The Internal Audit approach verifies compliance with the operational and system related procedures and controls.

Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

During the financial year under review, there were no critical observations in the Internal Audit carried out by the Company. Further there were no suspected frauds or irregularity or a failure of internal control systems of a material nature which required reporting to the Board or the Audit Committee.

Cost Audit and Records

For the financial year 2022-23, the provisions of Cost Audit as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, were not applicable to the Company. As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records for financial year 2023 and accordingly, such accounts and records are maintained.

Reporting of frauds by Auditors

During the financial year under review, the Statutory Auditor and the Secretarial Auditor of the Company have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

J. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of the loans given, investments made, guarantees provided by the Company during the financial year 2022-23 and the purpose for which the

loan or guarantee is utilized by the recipient, is disclosed in note nos. 9, 15 and 42 (v) of the Standalone Financial Statements. No loans/advances have been made to companies/firms in which Directors are interested. The Company has not provided any securities in connection with any loans given during the financial year under review.

Disclosure of transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing Regulations are disclosed Financial Statements.

K.    PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees, during the financial year under review and no amount on account of principle or interest thereon was outstanding as of 31 March 2023. The Company has not accepted any loans from its Directors or from Holding/Subsidiary/Associate/ Joint Venture Company of the Company during the financial year under review.

L.    EMPLOYEESKey Managerial Personnel

As on 31 March 2023, the following persons are designated as Key Managerial Personnel ("KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1.    Mr. Rampraveen Swaminathan, Managing Director & CEO;

2.    Ms. Ruchie Khanna, Company Secretary.

Changes in KMP during the financial year

During the financial year under review, Mr. Yogesh Patel, Chief Financial Officer ("CFO”) of the Company tendered his resignation from the services of the Company to pursue his professional interests outside the Mahindra group, with effect from close of business hours of 10 March 2023. Consequently, he ceased to be the CFO and KMP of the Company effective the said date.

Employee Stock Option Schemes

Employee Stock Options are recognised as an effective instrument to attract and retain talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to participate in the growth of the Company and to also create long-term wealth in the hands of employees.

The Company has in force two Employee Stock Option Schemes under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB S SE Regulations”):

1.    Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS Scheme 2012”) and

2.    Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018”);

collectively referred to as "Schemes”.

During the financial year under review, the Nomination and Remuneration Committee ("NRC”) granted 68,839 Restricted Stock Units ("RSUs”) to the eligible

employees of the Company and the Subsidiary Company in accordance with the RSU Plan 2018 approved by the Shareholders. No eligible employee (including Director) of the Company has been granted RSUs equal to or exceeding 1% of the issued share capital of the Company at the time of grant. No stock options were granted under the KESOS Scheme 2012 during the financial year under review and there are nil stock options outstanding under the KESOS Scheme 2012 as on 31 March 2023.

MMJC, Secretarial Auditor of the Company has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI SBEB S SE Regulations and the resolutions passed by the Members for the respective Schemes. The Nomination and Remuneration Committee has at its meeting held on 24 April 2023 reviewed and taken note of the implementation of the Schemes in line with the approvals granted and the compliance certificate issued by the Secretarial Auditor. Copy of the compliance certificate will be placed at the ensuing AGM for inspection by the Members electronically.

Disclosures with respect to the Schemes implemented by the Company, as required under Regulation 14 of the SBEB S SE Regulations are uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/financial-information/#financial-results.

Particulars of employees and related disclosures

The Company has eight employees who were in receipt of remuneration of not less than ' 1,02,00,000/-during the financial year under review or not less than ' 8,50,000/- per month during any part of the financial year ended 31 March 2023.

Disclosures with respect to the remuneration of the Directors, the KMPs and the employees of the Company as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Board's Report forming part of the Integrated Annual Report.

Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/ financial-information/#financial-results. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

M. EMPLOYEE RELATIONS

As an employer, we focus not only on building a work culture that nurtures, rewards and retains talent, but work on bringing out the best in our people and helping them unlock their true potential. The Company is a people-driven company with over 22,800+ workforce who come to work every day to ensure that our deliveries and services meet the highest standards in efficiency and speed.

We work to ensure that the employer-employee relationship is always characterised as fair, just, trusting and empathetic. Strengthened by continual reinforcement via communication platforms, talent management, leadership development and the celebration of success, the employee-employer dynamic is embedded into the employee life cycle to create a highly engaging culture.

We are certified as a Great Place to Work, evaluated through the trust index and the culture audit to understand the relationship an employee shares with the organisation, own job, and colleagues at work.

The Company continues its efforts to propagate and implement employee centric practices by engaging all employees, including fixed term and contract employees through several initiatives/programmes including the following:

•    V.E.E.R, the Veteran Employment Engagement

and Retention Program was launched to train and deploy retired Armed Forces Veterans in operations. The Company inducted the 3^rd batch of armed forces veterans successfully;

•    V iversity & Inclusion ("D&I"), the Company has made progress in the D&I spectrums by hiring and inclusion of People with Disabilities and talent from the LGBTQIA+ community;

•    Vownhalls, are conducted virtually on a quarterly basis and serve as a platform for dissemination of important updates and organizational strategies, employee engagement, transparency and alignment, and recognition within an organization. They facilitate two-way communication and empower employees to voice their opinions, concerns, and suggestions, directly to the leadership team.

•    Vou Said - We Did, a campaign that reassures employees that their opinions matter and they are an integral part of the change journey whereby projects linked to capability building, hygiene action planning, communication, organizational development projects for functions or business units with low scores, leadership development, and talent management have been conducted;

•    iCoach programme, designed as a leadership development initiative, has successfully enabled the creation of a coaching culture where internally certified Coaches coach employees with potential so that they are equipped with the right skills to overcome challenges and achieve their goals;

•    Learning Management System, was launched during the financial year under review, to accelerate learning, that offers courses on leadership, behavioural and technical topics;

•    Vandhaan, a platform designed to groom future leaders at the mid management level. Based on the premise that Happy Employees create Happy Customers, participants share their learnings with their colleagues and then drive business impact projects by creating 'Moments of Truth' for customers;

•    V isha, a program for first time supervisors on the shop floor, to strengthen their ability to manage teams and ensure result orientation with execution excellence aligned to the Mahindra Leadership Rise competencies wherein 1500+ employees were covered via this initiative by leveraging on in-house leaders and faculty;

•    VXLERATE platform, help drive functional capability building, across various domain in supply chain and operations management. The

focus was to develop an overall perspective about best practices from the industry. The Company has also introduced AXELRATE 2.0 to develop capabilities of employees in partnership with, NITIE an external agency;

•    P rapantaran, the Six Sigma Black Belt certification programme for 15 leaders, they have identified projects linked to optimisation, cost reduction, productivity enhancement etc. specific to their role in the Company with an aim to enhance the problem-solving capability of senior leaders in the Company;

•    Sanjeevani, a platform for harmonious work relations for carrying out several initiatives linked to inclusive participation, capability building, communication and welfare creating higher engagement for all employment categories, especially Fixed Term and Third-party Contract staff;

•    Pdaan, a Second Career Programme for women under the Diversity and Inclusion campaign;

•    Swayam, a Health and wellness platform for physical and emotional well-being of employees.

A detailed note on HR initiatives of the Company is included in section titled Management Discussion and Analysis, which is a part of this Integrated Annual Report.

N. HEALTH AND SAFETY

The Company recoganises the importance of safety of its people and is committed to providing a safe and healthy work environment at all operating locations. The Company has adopted an Environment, Health and Safety ("EHS”) policy to establish effective control measures for EHS management across all locations. Our well-organised governance structure monitors our EHS policy and initiatives. The Company also has dedicated safety teams stationed at locations on a need basis. We are aligned with The Mahindra Safety Way ("TMSW”) and follow the safety standards and scrutiny mandated by the Mahindra Group's Central Safety Council, allowing us to report and track our safety performance including injuries, fatalities, and lost days.

The Company is a registered member of National Safety Council and the Confederation of Indian Industry (CII). The Company is certified for Integrated Management System (IMS), a certification for ISO9001 Quality Management System, ISO45001 for

Occupational Health and Safety Management System and ISO14001 for Environment Management System from TUV Rhineland certification body and has cleared IMS Recertification audit in January 2023.

Assessment and review of Safety report is done on periodical basis.

The EHS policy of the Company is displayed at all prominent location and offices and communicated to all stake holders. The EHS policy is supported by safety management programs for near miss, unsafe act, unsafe condition capturing, implementing Safety Kaizen, conducting Safety observation tour to identify, assess and control the risks. The Company demonstrates strong leadership commitment towards EHS with multiple measures and actions implemented through competency training programs like defensive driver training, first aid, fire fighting and emergency preparedness.

External training through expert trainers is also being conducted periodically. During the year under review, electrical and fire safety audit has been conducted for concerns related to electrical and fire safety. Mahindra Logistics (Unit - HUL, Vapi), has been adjudged at Stage 5 in TMSW.

Qualified safety team drives safety culture across PAN India level. Safety annual events are organized like National Road Safety Week (in January), National Safety Week (in March), World Environment Day (in June) and Driver's Day (in September) for employee engagement in safety. Safety pledge is taken before start of work at location. Bimonthly Safety Themes are rolled out PAN India for reinforcing awareness and culture of safety across the organisation.

The Company has also carried out internal safety audits and external audits of its facilities for assessing and managing safety risks with respect to warehousing and Logistics verticals. The Company continued commitment to improve wellbeing of employees and contract workmen by organizing health examination camps, health check-ups, Eye check-up camps for drivers.

The Company drives the essential idea of Safety Management System (SMS) — to provide a systematic approach for achieving acceptable levels of safety risk. SMS is comprised of four functional components, including an intangible, but always critical, aspect called safety culture. This helps for proactive efforts and corrective actions for safety.

During the financial year under review, the Company continues various initiatives as under:

•    LIFE - Life Impacting Injuries and Fatalities Elimination, a safety initiative program that furthers the Company's objective of inculcating a safety culture across the Company, for driving 12 Safety standards at top 70 locations.

•    Digital Initiative -

-    M-Safe Dashboard and BI Dashboard for safety lead and lag indicators reporting;

-    Augmented Reality /Virtual Reality ("ARVR”) Material Handling Equipment (MHE) - a Safety training module for creating awareness and to impart basic knowledge on Forklift safety and material handling safety

•    Degular Trainings - Basis the work profile, employers are imparted regular trainings to address concerns linked to behaviour-based safety, standardisation of PPEs, fire safety, understanding of safety manuals, machine guarding, material handling etc.

•    Dafety event communication - for sharing the incident along with the lessons learnt and disseminating safety message of the day on e-mail for safety awareness PAN India.

O. QUALITY

The Company believes in adopting an integrated approach to drive excellence in everything it does. At the Mahindra Group level, the Company follows 'The Mahindra Way' ("TMW”), the Mahindra Group's Business Excellence Model. TMW is an integrated approach that extends beyond the quality of our products and services to encompass excellence in all functions, processes and operations within the businesses in the Group. Along with the Management process, key business processes are selected for driving improvements through a structured and systematic approach. The management process ensures excellence "Spread” across the organization and implementation of TMW framework across the key business process ensures "depth” of inculcation of TMW approach across the Company.

Every year, the Company undergoes an annual assessment by experienced assessors and basis the feedback received, improvements are carried out by following a PDCA (Plan-Do-Check-Act) approach. This provides the Company with regular feedback on our progress and also serves as a common yardstick to measure TMW maturity (on process and results) for

the Company and also across different companies in the Group. For the financial year under review, TMW framework was leveraged across the value chain to drive systemic process improvements. Simplification of the sales process, thrust on providing FTR solutions to the customers, strengthening our relationships with our Business Associates and implementation of Digital Solutions along with capability building and involvement of our employees paved our way for the Stage Upgradation to "TMW Stage 5”

Also, the Company has adopted continuous improvement approach across businesses and functions. At operating sites / workplaces, high Impact Projects are selected for driving improvements using systematic way of problem solving and task achieving approach and Lean Six Sigma approach. These projects are implemented by leveraging 7 Quality control tools, advanced statistical tools, lean tools like 5S, process mapping, waste elimination, value stream mapping, makigami analysis, etc.

Quality Initiatives

The Company continued to undertake quality and improvement initiatives across the organisation during the financial year under review. The Company successfully implemented 10,413 Kaizens, 300+ yellow belt projects, 75+ green belt projects and 15+ black belt projects during the financial year under review covering KPI improvements, reduction in customer complaints, Safety, Customer cost savings, etc. The Company also focused heavily on the capability building programs as per the needs of the employees and feedback from the customers.

The Company continues to sustain its commitment to inspire and enable all employees to embrace the quality culture as part of their routine work.

Integrated Management System ("IMS")

The Company continues to stay competitive in the market and deliver on our promise to provide quality services to all our customers, every single time. The Company has well established and robust processes and systems across the value chain to ensure consistent delivery of services for all our customers.

IMS is a combination of three international standards, ISO9001:2015 (Quality Management System), ISO14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management System). These standards & processes enable the Company to improve the quality of services, reduce the costs, achieve Company objectives and live by its Vision and Purpose. The Company has successfully completed its 1^st Recertification Cycle of IMS in the month of January 2023, wherein stringent audit was conducted by external agency across selected Company's sites and Head Office at Mumbai.

P. BOARD & COMMITTEES Board

As on 31 March 2023 and the date of this report, the Board of the Company consists of nine Directors comprising of two Non-Executive Non-Independent Directors, an Executive Director (Managing Director & CEO), and six Independent Directors, of whom two are Women Independent Directors. The Chairman of the Board is a Non-Executive Director.

Director Retiring by Rotation

Mr. Naveen Raju Kollaickal, Non-Executive Director

I n terms of Section 152 of the Act, Mr. Naveen Raju Kollaickal, Non-Executive Director (DIN: 07653394),

retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 16^th AGM scheduled to be held on 24 July 2023.

Mr. Naveen Raju Kollaickal has consented to and is not disqualified from being re-appointed as Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is not related to any other Directors/KMPs of the Company.

The Board, basis recommendation of the NRC, recommends his re-appointment as Non-Executive Director of the Company, for approval of the Members at the ensuing AGM. Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in additional information forming part of the AGM Notice.

Directors appointed during the financial year 2022-23

During the financial year 2022-23, the Shareholders of the Company at the 15^th AGM held on 29 July 2022, basis recommendation of the Board and the NRC, approved the following appointments/re-appointments:

Director	Designation	Terms and conditions
Mr. Rampraveen Swaminathan (DIN:01300682)	Managing Director and CEO	Re-appointed as Director, liable to retire by rotation on the same terms and conditions as approved by the Shareholders at the 13th AGM held on 30 July 2020.
Mr. Ameet Pratapsinh Hariani (DIN:00087866)	Independent Director	Appointed as an Independent Director for a first term of office of five consecutive years commencing from 1 May 2022 up to 30 April 2027 (both days inclusive)
Ms. Avani Vishal Davda (DIN:07504739)	Independent Director	Re-appointed as an Independent Director for second term of office of five consecutive years commencing from 30 July 2022 to 29 July 2027 (both days inclusive).
Detailed disclosures with regard to the approved appointments/re-appointment were made in Notice of the 15th AGM, which can be referred at the website link of the Company: https//mahindraloeistics com/financial-information/#financial-results

Directors ceased during financial year 2022-23 Mr. Amit Kumar Sinha, Non-Executive Director

Mr. Amit Kumar Sinha (DIN: 09127387), stepped down as Non-Executive (Non-Independent) Director of the Board of the Company in view of his transition to a new role within Mahindra Group, with effect from 24 March 2023.

Mr. Ajay Mehta, Independent Director

Mr. Ajay Mehta (DIN: 07102804) ceased to hold office as an Independent Director of the Company with

effect from 27 March 2023, upon completion of his second term of office. Consequently, he also ceased to be a Member of the Audit Committee, Nomination and Remuneration Committee and Risk Management Committee of the Board from the said date.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) ofthe Act and Regulation 16(1)(b) of the SEBI Listing Regulations

and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA.

The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

Board Diversity

A diverse Board enables efficient functioning through its access to broad perspectives and diverse thought processes. A truly diverse Board includes and makes good use of differences in the thought, perspective, knowledge, skills, industry experience, background, race, gender and other distinctions between Directors. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board diversity policy of the Company is available on the website of the Company at the weblink: https://mahindralogistics.com/disclosures-under-sebi-regulation-46/#policies.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of the Company at its meeting (following the NRC and Independent Director meeting) has carried out an annual evaluation of its own performance, performance of its Committees, the performance and independence of Independent Directors as well as the performance of the Directors individually. The Board has also carried out performance evaluation of the Managing Director & CEO of the Company basis the KRA's set by the NRC.

The Independent Directors in a separate meeting carried out the evaluation of the performance of the Chairman of the Company, considering the views of Executive and Non-Executive Directors, the performance of the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between

the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done.

Process of evaluation

The performance was evaluated basis feedback for each of the evaluations sought by way of structured questionnaires through a secured electronic portal. The questionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI, vide its circular dated 5 January 2017. The performance evaluation parameters covers various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, the Board culture, execution and performance of specific duties, Board's functioning such as Board effectiveness, Board meetings, quantity and timeliness of the information flow between the Board Members and the Management, composition and Member participation, quality and transparency of discussions, time devoted by the Board to strategy, etc. based on the criteria approved by the NRC. The evaluators are also encouraged to provide qualitative feedback and comments as part of the evaluation. A detailed note on process of evaluation is provided in the section titled Report on Corporate Governance, which forms part of this Integrated Annual Report.

Outcome and results of evaluation

The outcome of the evaluations was presented to the Board, the NRC, and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation.

All Directors of the Company as on 31 March 2023 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.

The evaluation exercise for the financial year under review, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. They concluded that the Board functions in a cohesive and professional manner. Suggestions provided to enhance

the Board's effectiveness have been noted and taken up for implementation.

Familiarisation Program for Independent Directors

The Directors are afforded many opportunities to familiarise themselves with the Company, its Management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board including warehouse visits, to familiarise them. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Company's values and commitments. They are also introduced to the organisation structure, constitution, terms of reference of the Committees, board procedures, management strategies etc. Further the Directors are on a quarterly basis apprised on the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, Board and Committee meetings held during a quarter.

The Board Members are apprised by the Senior Management at quarterly Board Meetings by way of presentations which include industry outlook, competition update, company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, succession planning, strategic investment, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Senior Management.

The Company has a web-based portal which is, accessible to all the Directors, wherein the following information are readily available for reference of the Directors:

•    Roles, responsibilities and liabilities of Directors under the Act and the SEBI Listing Regulations;

•    Board Agenda, presentations and supporting documents;

•    Code of Conduct for Directors;

•    Terms and conditions of appointment of Independent Directors;

•    Annual Reports.

During the financial year under review, the Company conducted a dedicated session with the Independent Directors to apprise them of the key roles and responsibilities of the Directors comprising of onboarding and ongoing compliances/disclosures to be made by Directors, general obligations under the Act and the SEBI Regulations. Further the Company also organized a warehouse visit for the Directors of the Company and its subsidiaries to give them an overview and walkthrough of operations of the Company and its subsidiaries.

Details of familiarisation programs imparted during the financial year under review in accordance with the requirements of the SEBI Listing Regulations are available on the Company's website and can be accessed at the weblink: https://mahindralogistics.com/ disclosures-under-sebi-regulation-46/.

Remuneration Policy and criteria for determining attributes, qualification, independence, and appointment of Directors

A Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning ("Appointment and Remuneration Policy”) adopted and implemented by the Board in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of directors, identification of persons who are qualified to become Directors, KMPs and Senior Management Personnel in accordance with the criteria laid down in the Policy, and the basis for payment of remuneration to the Directors of the Company, KMPs, Senior Management and other employees of the Company.

During the financial year under review, the Board on recommendation of NRC amended its Appointment and Remuneration Policy to incorporate the changes in the definition of senior management, as per the amendment brought in by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023.

The Appointment and Remuneration Policy is provided in Annexure V and forms part of this Integrated Annual Report. The Policy is also uploaded on website of the Company and can be accessed from the weblink: https://mahindralogistics.com/disclosures-under-sebi-regulation-46/#policies

Remuneration to Directors

The NRC determines and recommends to the Board the compensation payable to all Directors within the limits approved by the Shareholders and prescribed under the applicable provisions of the Act and the SEBI Listing Regulations. The NRC also reviews and recommends to the Board the remuneration of the Senior Management Personnel of the Company.

Non-Executive Directors

The Non-Executive Independent Directors of the Company are paid remuneration in form of fixed commission within the overall limit approved by the Shareholders and sitting fees for attending meetings of the Board and Committees. Non-Executive Non-Independent Directors were not paid any remuneration or sitting fees during the financial year under review.

None of the Non-Executive Directors of the Company received remuneration in excess of 50% of the total remuneration paid to all Non-Executive Directors during the financial year under review.

Executive Director - Managing Director & CEO

The Managing Director & CEO of the Company is paid remuneration within the overall terms and limits approved by the Shareholders of the Company. He does not draw any remuneration or commission from the Holding Company or the Subsidiary Companies of the Company. There was no variation in the terms of appointment of the Managing Director & CEO during the financial year under review.

Details of sitting fees and commission paid to Independent Directors and remuneration paid to Managing Director & CEO of the Company is provided in the section titled Report on Corporate Governance, which forms part of this Integrated Annual Report.

Directors & Officers Liability Insurance

The Company has in place the Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management Team in line with Regulation 25(10) of the SEBI Listing Regulations.

Succession Planning

The Company has in place processes for orderly succession planning of its Directors and Senior Management which aims to identify high growth individuals, train them and feed the pipelines with

new talent. The Company has a process of identifying Hi-pots and critical positions and mapping suitable successors for these positions. The NRC oversees matters related to succession planning of Directors and Senior Management of the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the management and after due enquiry, confirm that:

a.    I n the preparation of the annual accounts for the financial year ended 31 March 2023 the applicable accounting standards had been followed and there are no material departures therein;

b.    They had in consultation with Statutory Auditors 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 on 31 March 2023 and of the profit and loss of the Company for the financial year ended on that date;

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 were adequate and were operating effectively during the financial year ended 31 March 2023;

f.    They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2023.

Board Meetings

During the financial year ended 31 March 2023, seven Board Meetings were held through physical and hybrid mode (electronic and physical attendance). For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Integrated Annual Report.

Annual General Meeting

The 15^th AGM of the Company was held on Friday, 29 July 2022 through audio video conferencing facility. The AGM was attended electronically by 75 members.

Meeting of Independent Directors

The Independent Directors of the Company meet without the presence of other Directors or the Management of the Company.

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met twice i.e., on 19 April 2022 and 13 March 2023. The Meetings were well attended by the Independent Directors of the Company.

AUDIT COMMITTEE

As on 31 March 2023, the Audit Committee of the Company comprised of six Non-Executive Directors, all of whom are Independent Directors. All Members of the Audit Committee including the Chairman possess strong accounting and financial management knowledge.

Composition of Audit Committee

Details of the composition of the Audit Committee as on 31 March 2023 is given hereunder:

1.    Mr. Ranu Vohra, Independent Director - Chairman

2.    Mr. Darius Pandole, Independent Director -Member

3.    Ms. Avani Davda, Independent Director - Member

4.    Ms. Malvika Sinha, Independent Director - Member

5.    Mr. Dhananjay Mungale, Independent Director -Member

6.    Mr. Ameet Hariani, Independent Director - Member

The Company Secretary of the Company acts as the secretary to the Committee.

Changes in composition of the Audit Committee

During the financial year 2022-23, Mr. Ajay Mehta, Independent Director ceased to hold office upon completion of his 2nd term of office as Independent

Director with effect from 27 March 2023. Consequently, Mr. Ajay Mehta also stepped down as Chairman and Member of the Audit Committee effective the said date. The Board, basis recommendation of the NRC, with effect from 27 March 2023 inducted Mr. Ranu Vohra and Mr. Ameet Hariani as Members of the Audit Committee and further designated Mr. Ranu Vohra as Chairman of the Audit Committee effective 27 March 2023.

Recommendations of the Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board of the Company during the financial year under review.

Other Board Committees

Details of other Board Committees constituted under the Act and the SEBI Listing Regulations, their compositions, Meetings held, attendance of the Members at the Committee Meetings are provided in the Corporate Governance Report.

The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: https://mahindralogistics. com/board-of-directors/#committee.

Q. GOVERNANCECorporate Governance

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

The Company's Corporate Governance philosophy and practices are further strengthened through "The Mahindra Way” (TMW) assessments, the Group's Business Excellence model, and various policies and codes adopted by the Company.

During the financial year under review, the Company was recognized for promoting a culture of good governance in the listed segment, receiving the Certificate of Recognition in the Medium Category (listed) at the 22^nd ICSI National Awards for Excellence in Corporate Governance presented by the Institute of Company Secretaries of India. Additionally, our subsidiary, Lords Freight (India) Private Limited, was honoured as the winner in the Unlisted Segment - Emerging Category at the same awards ceremony. These accolades affirm

the Company's and its subsidiaries commitment to upholding the best practices in corporate governance, showcasing our transparent and ethical dealings with stakeholders throughout the entire value chain.

A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Integrated Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company's Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, employees and all the stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism. The Policy also makes provision for direct access to the Chairperson of the Audit Committee. The Company also has a Business Ethics Governance Council ("BEGC”) which is responsible for steering all activities related to ethics & governance in the Company.

All Employees, Directors, vendors, customers or other stakeholders associated with the Company can access the    totally    secure,    independently    monitored and

transparent modes of logging of complaints, which are accessible 24x7, viz.

-    Ethics    Helpline    Provider through Web Portal:

https://ethics.mahindra.com:

-    Toll free hotline number of    Ethics Helpline

Provider: # 000 800 100 4175;

-    Writing    to the    Company at    postal address:

Mahindra Logistics Limited, Arena Space, 10^th & 11^th Floor, Plot No. 20, Jogeshwari Vikhroli Link Road, Near Majas Bus Depot, Jogeshwari - (East), Mumbai - 400060.

-    Directly writing to the Chairman of the Audit Committee through e-mail: [email protected] or by letter addressed to -

The Chairman, Audit Committee C/o Managing Director & CEO,

Mahindra Logistics Limited Arena Space, 10^th & 11^th Floor,

Plot No. 20, Jogeshwari Vikhroli Link Road,

Near Majas Bus Depot, Jogeshwari - (East), Mumbai - 400060

The Board of Directors vide Circular Resolution passed on 10 March 2023, approved reconstitution of the Business Ethics and Governance Committee formed under the Whistle Blower Policy. The Whistle Blower Policy of the Company is available on the website of the Company and can be accessed at the web link: https://mahindralngistirs.rnm/disrlnsures-under-sebi-regulatinn-46/#pnlirie.s

An update on whistle blower complaints is provided to the Audit Committee of the Company on a quarterly basis. During the financial year under review, no personnel was denied access to the Chairperson of Audit Committee of the Board. A certificate to this effect by the Chief Ethics officer of the Company is placed before the Audit Committee of the Board for its review and noting annually.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act”) to provide a safe, secure and enabling environment, free from sexual harassment. Internal Complaints Committee has been set across regions to redress complaints received regarding sexual harassment. During the financial year under review and pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC”) under the POSH Act.

The ICC of the Company for POSH is composed of 14 members from diverse backgrounds, with 50% identified as women and 50% identified as men. The ICC is responsible for receiving, investigating, and resolving complaints of sexual harassment in accordance with the organization's Prevention of Sexual Harassment Policy, which extends to all employees, including all gender identities. The ICC is dedicated to ensuring that employees feel safe and respected in the workplace, to provide guidance and support to employees throughout the complaint process, and to ensure that all complaints are handled in a timely and impartial manner.

All employees are briefed on the POSH Policy during induction. The Company also actively conducts various trainings and sensitisation programs across all its locations and verticals on a periodical basis through its SPEAK UP THEN and THERE programme to increase

awareness about the Policy and the provisions of POSH Act amongst employees. During the financial year, mandatory training on POSH were conducted online with an improved and interactive approach. Training to ICC members was also imparted.

During the year under review, the Company received 4 complaints and resolved 5 complaints including 1 complaint of received in previous year. As on this date of this report there are no complaints received by/ pending with the Company under POSH Act.

Risk Management

The Company has a well-defined risk management policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organisation and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Company's activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Company's objectives.

The Risk Management Committee reviews the Risk Management Policy and framework considering the industry dynamics and evolving complexities, economic environment, increased competition, acquisitions made, change in laws, regulations and policies by the Government Authorities, working capital requirements of the Company and its impact on the business operations and other developments over a period of time, every two years. During the financial year under review with the acquisitions and business integrations undertaken, the risk management committee reviewed the policy and framework and was of the view that the Risk Management Policy and framework adopted by the Company was elaborate to cover all potential risks viz. Financial, Operational, Sectoral, Sustainability, Environmental Social and Governance ("ESG”), Information Risks, Cyber security risks etc. and the risk management systems and framework are operating adequately.

With the restructuring of business and inorganic acquisitions during the financial year under review, the risk management policy of the Subsidiary Companies were updated in line with Company's policy to have a

strengthen Risk Management framework across the Group and at a consolidated level.

The Board, the Audit Committee and the Risk Management Committee have the responsibility for overseeing all risks. The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of this Integrated Annual Report.

R. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility ("CSR")

We believe that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, your Company's approach to Corporate Social Responsibility extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR policy adopted by the Board. The CSR Policy covers the focus/ thrust areas around which the CSR programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups.

During the financial year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Company's CSR Policy positively impacting over 91,000 beneficiaries PAN India. The Company also encourages its employees to become willing participants in its CSR initiatives.

Here are some of our community development initiatives:

Building Communities: We undertake various community development activities in villages and urban slums, addressing various issues such as health, sanitation, safe drinking water, malnutrition, education, youth development, women's empowerment, support for farmers, and infrastructure development.

Project Samantar, Zero Accident Zone Project - Nashik-Bhiwandi Highway, Project Sehat - Blood Donation and health camps are some of the interventions that form part of our community development initiatives.

During the financial year under review, over 100 activities were carried out directly by the Company and in partnership with implementation agency -MAGMO Welfare Sanstha, benefitting over 75,000 beneficiaries in Maharashtra, Punjab, Uttarakhand, Gujrat, Delhi, Karnataka and West Bengal.

Skill Development: We focus on promoting education, including special education, vocational skills, especially among girls, youths, LGBTQAI+ and the people with disabilities to mainstream careers through our employability training, and a life of self-esteem & independence.

During the financial year under review, skill development training were imparted to LGBTQAI+, PWDs, Women from marginalised communities in partnership with GTT Foundation. The Company also supported education of 879 Nanhi Kalies in Maharashtra and Uttar Pradesh, through the K.C. Mahindra Education Trust, which aims to ensure that every girl child in India has access to education.

Sustainability: We promote increased usage of renewable energy, waste management, renewal of natural water bodies, enhancement of green cover through tree plantation activities. The Company's tree plantation contributions go beyond just planting trees. They also support various socio-environmental causes, creating a broader positive impact on communities and biodiversity. Through this intervention, the Company planted directly and in partnership with Sankalptaru planted 5100 trees, which not only contributed to building green cover and protecting the rich biodiversity of the country but also provided livelihood support to tribal farmers by growing fruit bearing trees.

Every tree that is planted with Sankalptaru is geotagged where latitude and longitude of the tree is captured in the database, generating an "e-forest” which contains an actual photo of the plantation, it's google location and their beneficiary's details.

CSR Committee

The CSR Committee of the Board constituted in compliance with the provisions of the Act read with the applicable rules made thereunder consists of four Directors as on 31 March 2023, of whom one half are Independent Directors. Details of the composition of the CSR Committee as on 31 March 2023 is given hereunder:

1.    Mr. Ranu Vohra, Independent Director - Chairman

2.    Ms. Malvika Sinha, Independent Director - Member

3.    Mr. Rampraveen Swaminathan, Managing Director and CEO - Member

4.    Mr. Naveen Raju, Non-Executive Director - Member

The Company Secretary of the Company acts as the secretary to the Committee.

The Committee, inter-alia, reviews and monitors the CSR as well as Sustainability activities.

Changes in composition of the CSR Committee

During the financial year 2022-23, there were no changes in the Composition of the CSR Committee. The composition of the CSR Committee is uploaded on the website of the Company and can be accessed through the weblink: https://mahindralogistics.com/ board-of-directors/#committee

CSR Policy

The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee. The CSR Policy including a brief overview of the projects or programs approved by the Board with implementation schedule thereof is uploaded on the Company website and can be accessed through the weblink : https://mahindralogistics.com/disclosiires-iinder-sebi-regnlation-46/#policies. During the financial year under review, there was no revision or amendment to the CSR Policy of the Company.

CSR Spend

During the financial year under review, the Company has spent ' 1.07 crores on CSR activities undertaken in terms of the CSR Annual Action Plan recommended by the CSR Committee and approved by the Board of Directors vis-a-vis the budgeted spend of ' 1.03 crores. There is no unspent CSR expenditure as on 31 March 2023.

Impact Assessment of CSR Projects

The Company's average CSR obligation in the three immediately preceding financial years does not exceed ' 10 crores. Hence, the Company is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

However on a voluntary basis as a measure of governance, the Company at regular intervals, conducts impact assessments, internal assessments, situational

analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the impact of CSR activities of the Company.

Annual Report on CSR

Annual Report on CSR activities for the financial year 2022-23 in the revised format prescribed by the Companies (Corporate Social Responsibility Policy) (Amendment) Rules, 2022 dated 20 September 2022 is annexed as Annexure VI of this report and forms part of this Integrated Annual Report.

S. SUSTAINABILITY

As a responsible organization, we recognize the importance of reducing our climate impact and the growing urgency to operate our transportation, warehousing, and people mobility operations in a carbon-neutral way. To this end, the Company is committed to achieving carbon neutrality by 2040. Moreover the Company is one of the few companies in the logistics sector to get validation from Science Based Targets Initiative (SBTi) for our target to reduce carbon emissions.

To reach the target, the Company is taking various initiatives including expanding the share of energy-efficient technologies across assets, deploying clean transportation solutions, implementing energy efficiency initiatives and technologies, increasing renewable energy content in the energy mix, establishing green warehouses etc. which have aided, thereby making our operations and warehousing infrastructure more sustainable. The Company's commitment to SBTi continues with a specific target to reduce scope 1 and 2 GHG emissions by 88% per employee and scope 3 GHG emissions by 69% per million kilometres by the year 2033 from a 2018 base year.

Aligned with the Company's sustainability vision to become a logistics sector leader in adopting sustainable business practices, the Company has adopted a Sustainability policy supported by a sustainability strategy to focus on driving net zero, pioneering circularity and thought leadership.

The growth of e-commerce, frequency of extreme weather events, heightened focus on climate change, increased complexity of global trade, data security concerns, and competitive labour markets continue to impact the operating environment. Considering these aspects and few other aspects specific to our business viz. growth, acquisitions, enhanced focus on sustainability, the Company reviewed and refreshed the ESG materiality assessment to strengthen the sustainability strategy and parameterisation.

Further our sustainable practices encompass not just our core business, but also our people, processes, solutions, and technology that constitute our organization. We also collaborate closely with our customers and business partners to co-create sustainable supply chain solutions. Our strategic business decisions are based on a strong awareness of economic growth, social responsibility, and environmental concerns, with the goal of improving the quality of life for all stakeholders and our community.

Specific initiatives taken in this regard are detailed in Annexure VII of this report, the Integrated Report and Business Responsibility and Sustainability Report. These efforts have resulted in reduction in energy and costs, improved process efficiencies and increased customer satisfaction.

Business Responsibility and Sustainability Report

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR”) of the Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 2022-23, in the prescribed format is available as a separate section and forms part of this Integrated Annual Report.

The BRSR is also uploaded on the website of the Company and can be accessed at the weblink: https// mahindralogistics.com/financial-information/#financial-results.

T.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure VII and forms part of this Integrated Annual Report.

U.    POLICIES

The details of the Key Policies adopted by the Company are mentioned at Annexure VIII and forms part of this Integrated Annual Report.

V. SECRETARIALAuthorised Share Capital

The authorised share capital of the Company as on 31 March 2023 was ' 105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of ' 10/- each. There was no change in the authorised share capital during the financial year under review.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company allotted 1,05,412 equity shares of face value of ' 10/- each to the eligible employees/ex-employees of the Company and its Subsidiary Companies pursuant to exercise of RSUs by them under the RSU Plan 2018. The equity shares issued and allotted during the financial year under review rank pari-passu with the existing equity shares of the Company in all respects and listed on stock exchanges were the equity shares of the Company are listed.

99.99% of the paid-up share capital of the Company is held in dematerialised mode.

The movement in the paid-up share capital during the financial year under review is as under:

Date	Particulars	No. of equity shares allotted	Cumulative Equity Shares (in nos.)	Cumulative Share Capital (in ')
1 April 2022	Opening issued, subscribed and paid-up share capital	-	7,18,71,618	71,87,16,180
11 April 2022	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	64,085	7,19,35,703	71,93,57,030
15 July 2022	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	20,275	7,19,55,978	71,95,59,780
19 October 2022	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	10,866	7,19,66,844	71,96,68,440
17 January 2023	Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018	10,186	7,19,77,030	71,97,70,300
31 March 2023	Closing issued, subscribed and paid-up share capital	-	7,19,77,030	71,97,70,300

Changes in the equity share capital from 1 April 2023 to date of this report

The Company has allotted 59,121 equity shares to eligible employees, pursuant to exercise of RSUs granted under the RSU Plan 2018 on 12 April 2023. Consequently, the issued, subscribed and paid up share capital of the Company as on the date of this report increased from ' 71,97,70,300/- (divided into 7,19,77,030 equity shares of ' 10/- each fully paid-up) to ' 72,03,61,510/- (divided into 7,20,36,151 equity shares of ' 10/- each fully paid-up).

Annual Return

The Annual Return of the Company for the financial year ended 31 March 2023 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink : https://mahindralngistirs.rnm/disrlnsures-under-sebi-regulation-46/#annual-returns.

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Meetings of the Board of Directors ("SS-1”) and the Secretarial Standard-2 on General Meetings ("SS-2”) issued by The Institute of Company Secretaries of India and approved by the Central Government, and such systems are adequate and operating effectively.

During the financial year under review, the Company was in compliance with the Secretarial Standards-SS-1 and SS-2.

W. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the financial year under review, there was one proceeding initiated against the Company by an operational creditor under the Insolvency and

Bankruptcy Code, 2016 which does not materially impact the business of the Company. The Company has filed a detailed reply and the matter is yet to be listed for admission by the National Company Law Tribunal, Mumbai Bench, as on date of this Integrated Annual Report.

X. GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

•    Issue of equity shares with differential rights as to dividend, voting or otherwise;

•    Issue of sweat equity shares to employees of the Company under any scheme;

•    Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future;

•    Raising of funds through Preferential Allotment, Rights Issue or Qualified Institutional Placement;

•    Voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act);

•    Suspension of trading of equity shares of the Company;

•    There was no revision made in Financial Statements or the Board's Report of the Company;

•    There was no one-time settlement done by the Company and hence the provision of details of difference in valuation arising between such onetime settlement and the loan taken from the Banks does not arise.

Y. ACKNOWLEDGMENTS

The Board of Directors would like to express its profound gratitude for the dedicated efforts and diligent services rendered by all the Company's employees, as well as the invaluable contributions and guidance provided by Mr. Ajay Mehta and Mr. Amit Sinha, who have served as Directors of the Company.

Furthermore, the Board of Directors wishes to extend its sincere appreciation for the support and cooperation received from various entities, including the government and regulatory authorities, stock exchanges, depositories, banks, customers, business associates and members throughout the reviewed year.

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present their Eleventh Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the year ended 31 March 2018.

A. STANDALONE FINANCIAL AND OPERATIONAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

(Rs. in crores)

Particulars	For the year ended 31 March 2018	For the year ended 31 March 2017
Income
Revenue from Operations	3,220.11	2,588.69
Other Income	4.73	8.96
Total Income	3,224.84	2,597.65
Expenses
Employee Benefit Expenses	219.04	182.28
Other Expenses	2,895.24	2,338.52
Depreciation and Amortization Expenses	12.85	8.91
Finance Costs	0.31	0.26
Total Expenses	3,127.44	2,529.97
Profit/(Loss) before Tax	97.40	67.68
Provision for Tax	35.21	22.88
Profit/(Loss) after Tax	62.19	44.80
Other comprehensive income
Re-measurements of the defined benefit plans - Gains/(Losses)	(0.16)	(0.72)
Income tax relating to items that will not be reclassified to profit or loss	0.05	0.25
Total Other Comprehensive Income	(0.11)	(0.47)
Total comprehensive income for the period	62.08	44.33
Balance of Profit from earlier years	185.69	141.36
Balance carried forward to Reserves	247.77	185.69
Networth	418.90	348.82

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year till the date of this Report.

Performance Review

Your Company recorded revenue from operations of Rs.3,220.11 crores for the year under review as against Rs.2,588.69 crores in the previous year, registering a growth of 24.39%. The total comprehensive income for the current financial year is Rs.62.08 crores (after accounting of deferred tax income of Rs.1.53 crores) as compared to Rs.44.33 crores in the previous year (after accounting of deferred tax income of Rs.2.94 crores), registering an increase of 40.04%.

The Non-Mahindra Group Consolidated Supply Chain Business grew by 32% in the current year from Rs.952.79 crores in the previous financial year to Rs.1,257.69 crores in the current financial year. The supply chain business has been positively impacted through the acquisition of several new customer accounts. Additionally, brisk account penetration in major supply chain management customers has improved significantly, as efforts centred on operating excellence and better responsiveness.

The consolidated revenue from operations for the year stood at Rs.3,416.12 crores as compared to Rs.2,666.59 crores in the previous year, registering a growth of 28.11%. The consolidated EBITDA for the year under review stood at Rs.125.61 crores, recording an increase of 46.21% over the previous year of Rs.85.91 crores. The consolidated PAT grew by 41.58% during the year under review, from Rs.46.10 crores in the financial year 2016-17 to Rs.65.27 crores in the financial year 2017-18.

Dividend

In line with the Dividend Distribution Policy of the Company, your Directors are pleased to recommend a dividend of Rs.1.50 per equity share of the face value of Rs.10/- each (being 15% on face value) for the financial year 2017-18, payable to those Members whose names appear in the Register of Members as on Thursday, 26 July 2018.

The Register of Members and Share Transfer books of the Company will remain closed from Friday, 27 July 2018 to Thursday, 2 August 2018 (both days inclusive) for the purpose of payment of dividend.

The equity dividend outgo for the financial year 2017-18, if declared, inclusive of tax on distribution of profits would result in cash outflow of Rs.12.86 crores.

Your Directors have not paid any Interim Dividend during the year under review. There is no unpaid Dividend of earlier years which has been transferred or is due to be transferred to the Investor Education and Protection Fund during the year under review in terms of the applicable provisions of the Companies Act, 2013 (“Act”) read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

The Board of your Company has decided not to transfer any amount to the General Reserves for the financial year 2017-18.

Dividend Distribution Policy

In view of listing of equity shares of the Company and in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board of Directors (“Board”) approved the Dividend Distribution Policy encompassing the requirements mentioned in the said Regulation. The Dividend Distribution Policy is attached as Annexure I and forms part of this Annual Report and can also be accessed on the website of the Company at the weblink: http://www.mahindralogistics.com/ media//pdf files/dividenddi-e7587214c0aef68.pdf

B. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Listing Regulations and applicable provisions of the Act read with the Rules framed thereunder, the Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Act and applicable Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report.

The Consolidated Financial Statements are also available on the website of the Company and can be accessed at the weblink: http://www.mahindralogistics.com/investor/financial-information

In accordance with Section 136 of the Act, the separate accounts in respect of each of the Subsidiaries are uploaded on the website of the Company at weblink: http://www. mahindralogistics.com/investor/financial-information and copies of the same shall be provided to Members of the Company on receipt of request from them.

Subsidiary Companies

The Company has two Indian unlisted subsidiaries. The Company does not have any joint venture(s)/associate company(ies) within the meaning of Section 2(6) of the Act. During the year under review, there were no additions/deletions in the number of subsidiaries of the Company.

Our subsidiaries primarily deal in the business of transportation and freight forwarding and continue to contribute to the overall growth of the Company. Details on performance of the subsidiaries for the financial year 2017-18 is given hereunder:

Lords Freight (India) Private Limited (“Lords”)

Lords recorded a gross income of Rs.177.78 crores for the year under review as against Rs.66.77 crores in the previous year, registering an increase of 166.26%.

2x2 Logistics Private Limited (“2x2”)

2X2 recorded gross income of Rs.52.69 crores for the year under review as against gross income of Rs.37.78 crores, registering a growth of 39.47%. During the year under review, 2x2 further expanded its fleet of transportation vehicles.

A report on the performance and financial position of each of the Company’s subsidiaries is included in the Consolidated Financial Statements and the salient features of the Financial Statements of the subsidiaries and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the Rules, is provided in Form AOC-1 and forms part of this Annual Report.

The Board has adopted the Policy for determining Material Subsidiaries in terms with the requirements of Regulation 16(1)(c) of the Listing Regulations. The Policy as approved by the Board is uploaded on the Company’s website and can be accessed at the weblink: http://www.mahindralogistics.com/media//pdf files/ policyford-9b54a78901883f4.pdf

In terms of the criteria laid down in the Policy and the Listing Regulations, the Company does not have any Material Subsidiaries as on 31 March 2018.

C. INITIAL PUBLIC OFFER

During the year under review, your Company listed its shares through an Initial Public Offer (“IPO”) of 1,93,32,346 equity shares of face value of Rs.10/- each for cash at a price of Rs.429/per equity share in aggregate amounting to Rs.828.88 crores through an offer for sale by:

i. Mahindra & Mahindra Limited, the Promoters and Holding Company of your Company of 96,66,173 equity shares aggregating to Rs.414.44 crores;

ii. Normandy Holdings Limited of 92,71,180 equity shares aggregating to Rs.397.50 crores; and

iii. Kedaara Capital Alternative Investment Fund - Kedaara Capital AIF 1 of 3,94,993 equity shares aggregating to Rs.16.94 crores.

The offer included a reservation of 1,25,000 equity shares for subscription by eligible employees, out of which 1,12,710 equity shares were allotted to employees aggregating to Rs.4.36 crores, at a discount of Rs.42 per equity share on the offer price. The offer net of employee reservation portion (“net offer”) aggregated to 1,92,07,346 equity shares. The offer and the net offer constituted 27.17% and 27.00%, respectively, of the post offer paid-up equity share capital of your Company.

The issue opened for subscription on 31 October 2017 and closed on 2 November 2017. The Company allotted/transferred 1,93,32,346 equity shares.

Category	No. of times subscribed (after considering technical rejections)
Qualified Institutional Bidder portion	15.57
(excluding Anchor Investor Portion)
Retail Individual portion	5.75
Non-Institutional Bidder portion	1.83
Employee portion	0.90

The Board of your Company had constituted an IPO Committee to facilitate the IPO process. The IPO was successfully completed in compliance with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and the equity shares of your Company were listed on the BSE Limited and the National Stock Exchange of India Limited with effect from 10 November 2017.

As the Company’s IPO was through an offer for sale, the Company did not receive any proceeds from the offer and the proceeds were paid to the Shareholders who offered their shares for sale. Hence the requirement of providing explanation for variation in utilisation of funds is not applicable to the Company.

Your Company became a Listed Company with effect from 10 November 2017 and consequently the Corporate Identification Number (“CIN”) of your Company changed from U63000MH2007PLC173466 to L63000MH2007PLC173466.

In view of the listing of equity shares of the Company and to comply with the requirements of the Listing Regulations, the Board re-constituted the Audit Committee and Nomination and Remuneration Committee and constituted the Stakeholders Relationship Committee on 25 July 2017. The Board also re-constituted the Corporate Social Responsibility Committee.

The Board has inter alia adopted/amended the following statutory polices in compliance with the applicable provisions of the Act, Listing Regulations and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015:

i. Code of Conduct for Prevention of Insider Trading in Securities of Mahindra Logistics Limited;

ii. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information;

iii. Policy on determination of Materiality for disclosure of events or information (to Stock Exchanges);

iv. Indicative guidelines to ascertain materiality of events or information under the ‘Policy for determination of Materiality for disclosure of events or information’ (to Stock Exchanges);

v. Policy for Preservation of documents;

vi. Policy for determining Material Subsidiaries;

vii. Whistle Blower Policy/Vigil Mechanism;

viii. Board Diversity Policy;

ix. Policy on materiality of and on dealing with Related Party Transactions;

x. Familiarisation Programs for Independent Directors;

xi. a) Code of Conduct for Board;

b) Code of Conduct for Senior Management and Employees;

c) Code for Independent Directors;

xii. Archival Policy;

xiii. Dividend Distribution Policy;

xiv. Corporate Social Responsibility Policy;

xv. Policy on appointment/removal of Directors and Senior Management Personnel and remuneration of Directors and Key Managerial Personnel and other employees;

xvi. Business Responsibility Polices.

D. INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investors/analyst interactions viz. individual/group meetings, quarterly earnings calls and analyst meets from time to time to communicate details of the Company’s performance, important developments and exchange of information. Your Company interacted in a number of analyst/investor meets organized by reputed Global and Domestic Broking Houses, during the year under review.

The schedule of all interactions with institutional investors, fund managers and analysts is promptly disseminated to the Stock Exchanges where equity shares of the Company are listed.

Your Company always believes in building a relationship of mutual understanding with investors/analysts and ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company’s website and on the website of the Stock Exchanges where equity shares of the Company are listed. The Company also uploads print and audio transcripts of investor conference-calls on the website of the Company.

E. REGISTRAR AND SHARE TRANSFER AGENTS

The IPO Committee of the Board of Directors had, vide resolution dated 13 July 2017, appointed Link Intime India Private Limited, as its Registrar and Share Transfer Agents in place of Karvy Computershare Private Limited. Contact details of Link Intime India Private Limited are provided in the Report on Corporate Governance, which forms part of this Annual Report.

F. ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Investment Agreement dated 5 February 2014, as amended by amendment agreements dated 5 March 2015 and 3 August 2017 (“Investment Agreement”) between Mahindra and Mahindra Limited, Normandy Holdings Limited and Kedaara Capital Alternative Investment Fund - Kedaara Capital AIF-1 (Normandy and Kedaara are collectively referred as “Investors”) and the Company formed a substantive part of the Articles of Association (“AOA”) of the Company with certain special rights.

In view of the IPO of the Company, the Board with consent of the Members at their meeting held on 27 July 2017, adopted a new set of Articles of Association in place of and to the exclusion of the existing Articles of Association of the Company to comply with the requirements of the Act, make them consistent with Listing Regulations and make the Investment Agreement as aforesaid form part of the AOA (as Part II thereof).

Further in terms of the Third Amendment dated 5 October 2017 to the Investment Agreement and in view of listing of the equity shares of the Company, Part II of the AOA comprising of special Investor rights was automatically terminated and ceased to have any force from the date of listing. Consequently, all rights of the Investors have fallen away, except for the right to nominate one Investor Director, on the Board of the Company provided that this right shall (i) be subject to the approval of the Members of the Company by way of special resolution and (ii) be available for as long as the Investor holds at least 5% Equity Shares in the Company. Approval of the Members is sought at the ensuing Annual General Meeting to approve the right of the Investors to nominate one Investor Director, on the Board of the Company.

G. ALTERATION OF MEMORANDUM OF ASSOCIATION

With a view to re-align the object clause and liability clause of the Memorandum of Association of the Company with the provisions of the Act, the Members of your Company at their Extraordinary General Meeting held on 27 July 2017 approved alteration of object clause and liability clause of the Memorandum of Association of the Company.

Alteration of the Memorandum of Association of the Company did not result in change of the legal status, constitution, operations or activities of the Company.

H. ENVIRONMENT, HEALTH AND SAFETY

The Company, being a leading Third-Party Logistics (3PL) organization recognizes its employees, partners and business associates as an important asset and is committed to providing a safe and healthy work environment at all operating locations. Preventing workplace accidents is a key focus for your Company and is emphasised at all levels through constant communication and training. The Company has adopted an Environment, Health and Safety (“EHS”) Policy to establish effective control measures for EHS management across all locations. The EHS policy is displayed at all prominent locations and offices and communicated to all stake holders.

The EHS policy is supported by safety management programs for Near Miss recordings, Safety Kaizen, Safety Observation tour to identify, assess and control the risks. The Company demonstrates strong leadership commitment towards EHS by the Management Safety Council, headed by the CEO of the Company. Multiple measures and actions are implemented through competency training programs like Defensive driver training, First Aid, Fire Fighting and Emergency Preparedness and Forklift driving. The first Drivers’ training program under Pradhan Mantri Kaushal Vikas Yojana through National Skill Development Corporate was conducted in Pune, Maharashtra for two consecutive days with immense support from Nidan Technologies Private Limited.

To promote and sustain a strong safety culture, the Company organises various annual events like National Road Safety Week, National Safety Week, World Environment Day and Drivers’ Day. The Company has also initiated ACE learning programs which contains safety and best practices related to EHS. A Safety Pledge is taken before starting meetings at offices and at work locations. The Company has established a dedicated safety team to oversee the implementation of a comprehensive driver safety culture at a PAN India level.

The Company carries out internal safety audits and external electrical audits of facilities for assessing and managing safety risks with respect to the warehousing and logistics verticals. The Company continued its commitment to improve the wellbeing of employees and contract workmen by organizing health examination camps, health check-ups, Eye check-up camps for drivers and blood donation camps. The Company is also a registered member of the National Safety Council.

I. SUSTAINABILITY

We believe that adopting sustainable practices in all our operations is not only a business imperative for us but also provides us with a competitive advantage in long run. Hence, we integrate economic progress, social responsibility and environment concerns with the objective of improving quality of life.

Being an asset-light Company, we deploy our business partners’ assets to deliver services to our customers. We recognize the fact that Green House Gas (“GHG”) emissions have a significant impact on the environment and in this regard the Company has instituted various initiatives for monitoring and reducing GHG emission intensity across the network of assets utilised by the Company. Specific initiatives taken in this regard are detailed in Annexure VII of this Report.

J. INTERNAL FINANCIAL CONTROLS

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the representation received and after due enquiry, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (“ICAI”). Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

K. CREDIT RATING

The Company continues to enjoy a strong credit rating which denotes a high degree of safety regarding timely servicing of financial obligations. During the year under review, ICRA Limited (“ICRA”) reaffirmed the long-term rating of [ICRA] AA and the short-term rating of [ICRA]A1 assigned to the Line of Credit (“LOC”) facility of Rs.55 crores of the Company. ICRA has also assigned short-term rating of [ICRA] A1 to the additional LOC (non-fund based) of Rs.10 crores of the Company.

L. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Listing Regulations, a detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis section, which forms part of this Report.

M. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered during the year under review were in the ordinary course of business and on arms’ length basis. In compliance with Regulation 23(4) of the Listing Regulations, the Company had sought approval of its Members, at its Extraordinary General Meeting held on 23 October 2017, for entering into material related party transaction(s), in the ordinary course and on arms’ length basis with Mahindra & Mahindra Limited, the Holding Company for a period up to 31 March 2019.

In line with the aforesaid Members’ approval, your Company has entered into material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, with Mahindra & Mahindra Limited, the Holding Company of your Company during the year under review. These transactions were in the ordinary course of business and on arms’ length basis, details of which, as required to be provided in Section 134(3)(h) of the Act, are disclosed in Form AOC - 2 as Annexure II and forms part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board at its meeting held on 25 September 2017 pursuant to Regulation 23 of the Listing Regulations is uploaded on the Company’s website and can be accessed at the weblink: http://www.mahindralogistics.com/media//pdf files/policy-on--0e8627c4402627e.pdf

N. AUDITORS’ AND AUDITORS’ REPORT Statutory Auditor

The Members of the Company had, at their 10^th Annual General Meeting held on 14 August 2017, approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018) (“Deloitte”) as the Statutory Auditors of the Company to hold office for a term of five years commencing from the conclusion of the 10^th Annual General Meeting up to the conclusion of 15^th Annual General Meeting (“AGM”) of the Company to be held in the year 2022, subject to ratification at every annual general meeting as may be required under the Act from time to time.

Deloitte have provided their consent and confirmed that they meet the eligibility criteria prescribed under Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified to act as Statutory Auditors of the Company.

Deloitte have confirmed that the firm holds a valid certificate issued by the Peer Review Board of the ICAI. They have also furnished a declaration of independence as well as their arm’s length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.

The Auditors’ Report for the financial year 2017-18 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your Company has appointed M/s. Sandeep P Parekh & Co. (Certificate of Practice No. 7693), Practicing Company Secretaries as a Secretarial Auditor of the Company to conduct the secretarial audit.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2018 has been annexed to this Board Report as Annexure III and forms part of the Annual Report.

The said Secretarial Audit report does not contain any qualification(s), reservation(s) or adverse remark(s).

Internal Audit

Pursuant to Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Mario Nazareth was appointed as the Internal Auditor of your Company for the financial year 2017-18. The Board at its meeting held on 2 May 2018 re-appointed Mr. Mario Nazareth as the Internal Auditor of your Company for the financial year 2018-19.

Cost Audit

During the year under review, provisions of cost audit as stated under Section 148 of the Act and the Companies (Audit and Auditors) Rules, 2014 were not applicable to the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported to the Audit Committee or the Board any instances of frauds committed in the Company by its officers or employees required to be reported under Section 143(12) of the Act.

O. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made and guarantees and securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Note No. 8 and Note No. 33 annexed to Standalone Financial Statements for the year ended 31 March 2018 and the same forms part of this Report.

P. PUBLIC DEPOSITS AND LOANS/ADVANCES

Your Company has not accepted any deposits from the public or its employees, during the year and as such no amount of principle or interest was outstanding as of the year ended 31 March 2018. There were no other deposits falling under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 at the beginning of the year, during the year and at the end of the year. Hence there are no deposits which are not in compliance with the requirements of chapter V of the Act.

The Company has not accepted any loans from its Directors during the year under review.

The Company has not made any loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34(3) of Listing Regulations and Para A of Schedule V thereto.

Q. EMPLOYEES

Key Managerial Personnel (“KMP”)

Pursuant to provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of your Company:

1. Mr. Pirojshaw Sarkari, Chief Executive Officer

2. Mr. Nikhil Nayak, Chief Financial Officer

3. Ms. Brijbala Batwal, Company Secretary

There have been no changes in the KMPs of the Company, during the year under review.

Employee Stock Option Scheme (“ESOP”)

Pursuant to the Board and the Members approval, your Company had instituted the MLL Key Executive Stock Option Scheme 2012 (“MLL ESOP Scheme”) prior to the IPO.

In view of the IPO of the Company, as required, the Board of your Company vide resolution dated 10 July 2017, and approval of the Members through special resolution dated 11 July 2017, amended the MLL ESOP Scheme to re-align and make it compliant with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) and relevant Guidance Note issued by ICAI and Indian Accounting Standards issued in this regard. The MLL ESOP Scheme is in compliance with the SBEB Regulations. There have been no material changes to the MLL ESOP Scheme during the year under review.

Further during the year under review, the ESOP Committee, comprising of Mr. Zhooben Bhiwandiwala, Mr. Parag Shah, Mr. Ruzbeh Irani and Mr. Sunish Sharma was dissolved with effect from 10 July 2017 and all powers exercised by the ESOP Committee were subsumed by the Nomination and Remuneration Committee of the Board in line with the SBEB Regulations.

The information as required to be disclosed under Clause 14 of the SBEB Regulations read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 has been uploaded on the website of the Company and can be accessed at the weblink: http://www.mahindralogistics.com/investor The said information is also provided in the Note No. 23 of the Notes to Standalone Financial Statements.

A certificate from the Company’s Statutory Auditors, Deloitte Haskins & Sells LLP, in accordance with the SBEB Regulations will be placed at the ensuing AGM.

The existing MLL ESOP Scheme shall continue until all outstanding stock options (i.e. 459,360 stock options) are fully exercised. No further stock options shall be granted under the said MLL ESOP Scheme and the said Scheme shall be operational only to the extent of vesting, exercise and allotment of shares for ESOPs granted prior to the IPO of the Company and outstanding as of date.

With a view of further inculcating an employee ownership culture, and with a view to induct and retain talents, the Company intends to implement a new employee stock option plan namely ‘Mahindra Logistics Employee Restricted Stock Unit Plan 2018’ (“RSU 2018”/”Plan”) seeking to cover eligible employees of the Company and of its Holding Company, subject to the Members approval at the ensuing AGM.

Particulars of Employees and related disclosures

The Company had seven employees who were in receipt of remuneration of not less than Rs.10,200,000/- during the year ended 31 March 2018 or not less than Rs.850,000/- per month during any part of the year.

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of the Company during working hours, 21 days before the ensuing AGM and shall be made available to any Shareholder on request. Such details are also available on your Company’s website and can be accessed at the weblink: http://www.mahindralogistics.com

Disclosures with respect to the remuneration of the Directors, the KMPs and the employees of the Company as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Report.

R. EMPLOYEE RELATIONS

The financial year 2017-18 witnessed a positive Employee Relations scenario across the organization.

Your Company continues its efforts to propagate proactive employee centric practices. To that effect an Employee Relations framework titled “Sanjeevani” was crafted. This framework is based on four key pillars, i.e. Employee Communication, Welfare, Inclusive Participation and Development and aims to improve productivity and engagement of all our employees.

Some of the initiatives introduced under Sanjeevani include:

- ”Samvaad”, an employee connect program;

- Talent Development framework for ensuring development of employees at all levels;

- Works committees at locations to ensure inclusive participation of employees;

- Welfare initiatives ensuring coverage of contractual workforce under the Pradhan Mantri Beema Yojana;

- Awareness workshops on ESI and PF benefits; and

- Health camps.

During the year, your Company conducted multiple training and engagement programs covering a wide range of topics, viz. coaching skills, leadership skills, customer focus, team effectiveness, safety and environment. The Company also initiated skill building programs for contractual workers.

Significant emphasis was also laid on raising employee awareness on health and wellness through the launch of a comprehensive Employee Assistance Program (EAP), which caters to the physical, mental and emotional well-being of our employees.

Proactive and employee centric practices, a focus on transparent communication, an effective concern resolution mechanism and a firm belief that engaged employees are the most valuable assets of your Company, are the cornerstones of your Company’s employee relations approach. A proactive and continuous dialogue with employees have helped your Company build trust and harmony.

The Industrial Relations scenario continued to be largely positive across all our locations. Healthy collective bargaining discussions and negotiations, resulting in timely wage settlements during the financial year 2017-18 have helped create a peaceful, healthy and collaborative work environment.

These initiatives have contributed to your Company achieving consistently high scores on employee engagement through an internal survey mechanism.

S. QUALITY

We believe in inculcating and promoting quality culture across all operations and functions.

At the organisational level, we follow ‘The Mahindra Way’ (“TMW”), a structured approach to promote the use of comprehensive quality management tools and techniques. This covers the entire organisation through management processes and key business processes. Yearly assessment is conducted by experts and basis the feedback received, improvements are carried out by following a PDCA (Plan-Do-Check-Act) approach.

Your Company follows continuous improvement approach in its operations. At the operating locations, our teams focus on range of initiatives for driving improvements by using techniques like 5S, process mapping, waste elimination, Six Sigma etc. We have successfully implemented 7500 kaizens, crossed over 25 quality circles, and completed 50 yellow belt projects during the year under review, using advanced statistical tools.

The Company has achieved ISO 9001:2015 certification from Bureau Veritas with ZERO non-conformities for one of the largest Auto Customer.

T. BOARD & COMMITTEES Directors Appointments/Re-appointments

On recommendation of the Nomination and Remuneration Committee (“NRC”) of the Board, Mr. Ranu Vohra and Mr. Darius Pandole were appointed as Non-Executive Independent Directors, not being liable to retire by rotation, to hold office for a first term of five consecutive years commencing from 25 July 2017 upto 24 July 2022 subject to approval of the Members. The Members at their Extraordinary General Meeting held 27 July 2017 accorded their approval for the said appointments.

The Board of the Company, based on the recommendation of the NRC and results of the performance evaluation carried out by the NRC and the Board, vide resolution dated 26 March 2018 re-appointed Mr. Ajay Mehta as an Additional and Non-Executive Independent Director, not being liable to retire by rotation, for a second term of five consecutive years commencing from 27 March 2018 to 26 March 2023, subject to the approval of the Members through special resolution at the ensuing AGM.

The Board of the Company, based on the recommendation of the NRC, at its meeting held on 6 June 2018 appointed Ms. Avani Davda as an Additional and Non-Executive Independent Director, not being liable to retire by rotation, for a first consecutive term commencing from 6 June 2018 to the AGM of the Company to be held in 2022, subject to the approval of the Members through ordinary resolution at the ensuing AGM.

In terms of Section 152 of the Act, Mr. Parag Shah, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM.

Resignations/Cessations

During the year under review, Mr. Ruzbeh Irani, Mr. Sanjeev Aga and Mr. Anjanikumar Choudhari, Non-Executive Directors of the Company stepped down from the Board of your Company with effect from 25 July 2017. Consequently Mr. Anjanikumar Choudhari also ceased to be Chairman of the Board and Mr. Zhooben Bhiwandiwala was appointed as Chairman of the Board with effect from 25 July 2017.

Ms. Neelam Deo ceased to hold office as Non-Executive Independent Director with effect from 26 March 2018 on account of expiry of her first term.

The Board places on record its sincere gratitude and deep appreciation for the valuable contributions made by Mr. Ruzbeh Irani, Mr. Sanjeev Aga, Mr. Anjanikumar Choudhari and Ms. Neelam Deo during their respective tenures with the Company.

Declaration by Independent Directors

All Independent Directors of the Company have given written declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as reviewed the performance of the Directors individually. During the year under review, the questionnaire for performance evaluation was further elaborated and made comprehensive in alignment with the guidance note on board evaluation issued by the Securities and Exchange Board of India, vide its circular dated 5 January 2017. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate evaluation exercise was carried out by the NRC of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the other Non-Executive Directors.

The outcome of the performance evaluation of the Board for the year under review was discussed by the NRC and the Board at their respective meetings. All Directors expressed satisfaction with the evaluation process.

Familiarization program for Independent Directors

Details of familiarization programs imparted to Independent Directors of the Company familiarising them on their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and number of hours spent by each of them in terms of the requirements of the Listing Regulations are available on the Company’s website and can be accessed at the weblink: http://www.mahindralogistics.com/media//pdf files/familiariz-09f20b333216ae8.pdf

Remuneration Policy and criteria for determining attributes, qualification, independence and appointment of Directors

In line with the principles of transparency and consistency, your Company has adopted the following policies:

i. Policy on appointment and remuneration of Directors and senior management and succession planning;

ii. Policy on remuneration of the Directors, Key Managerial Personnel and Employees (“Appointment and Remuneration Policy”).

In line with the Appointment and Remuneration Policy, the Independent Directors of the Company are entitled to payment of commission up to Rs.600,000/- per annum on the basis of recommendations made by the NRC and approved by Board within the ceiling of 1% or 3% of annual net profit of the Company, as the case may be, for each of the financial years commencing from 1 April 2017. The remuneration of the Independent Directors is determined by the Board based on their performance evaluation done by the entire Board which, inter alia, includes their participation in the Board and Committee Meetings during the year, other responsibilities undertaken, and contributions to the deliberations of the Board and to the Company.

The Appointment and Remuneration Policy is provided in Annexure V and forms part of this report. The said policy is also uploaded on website of the Company and can be accessed from the weblink: http://www.mahindralogistics.com/media//pdf files/nomination-ebe9fbadb048aed.pdf

The remuneration paid to the Directors for the financial year 2017-18 was as per the terms laid down in the said Appointment and Remuneration Policy of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the operating management and after due enquiry, confirm that:

a. In the preparation of the annual financial statements for the year ended 31 March 2018 the applicable accounting standards have been followed and no material departures have been made from the same;

b. They had 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 on 31 March 2018 and of the profits of the Company for the financial year ended on that date;

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 were adequate and were operating effectively during the financial year ended 31 March 2018; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2018.

Board Meetings and Annual General Meeting

The Board of your Company meets at least four times in a year and the gap between two Meetings does not exceed one hundred and twenty days. An annual calendar of Meetings is circulated in advance to all Directors. In case of exigencies, resolutions are passed through circulation in terms of Section 175 of the Act.

During the year ended 31 March 2018, eight Board Meetings were held and these Meetings were well attended by the Directors. The Tenth AGM of your Company was held on 14 August 2017. Details of attendance of meetings of the Board and the AGM are included in the section titled ‘Report on Corporate Governance’, which forms part of this Annual Report.

Meetings of Independent Directors

The Independent Directors of your Company meet at least once in a financial year without the presence of Non-Independent Directors, the CEO, and the CFO of the Company.

The Meetings are conducted to enable the Independent Directors to, inter alia, discuss matters pertaining to review of performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year, under review the Independent Directors met once on 29 January 2018 and the Meeting was attended by all Independent Directors.

Audit Committee

The Audit Committee of the Board is composed of four Non-Executive Directors, of whom three Directors (i.e. more than 2/3rd), including the Chairman are Independent in line with provisions of Section 177 of the Act read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. All the Members of the Committee are financially literate and possess strong accounting and financial management knowledge.

As on 31 March 2018, the Audit Committee comprised of Mr. Ajay Mehta (Independent Director and Chairman of the Committee), Mr. Chandrasekar Kandasamy (Non-Executive Director), Mr. Ranu Vohra (Independent Director) and Mr. Darius Pandole (Independent Director).

Mr. Zhooben Bhiwandiwala and Mr. Parag Shah, Non-Executive Directors are permanent invitees to the meetings of the Committee. The Company Secretary of the Company acts as the Secretary to the Committee.

All the recommendations made by the Audit Committee during the year under review were accepted by the Board of the Company.

Board Committees

The Board has constituted various committees in compliance with the requirements of the Act and Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and voluntary committees viz. IPO Committee and MLL Key Executive Stock Option Scheme Committee. The details of composition of the said Committees, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year 2017-18 is provided in the section titled ‘Report on Corporate Governance’, which forms part of this Annual Report.

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and Secretarial Standard-2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

U. GOVERNANCE Corporate Governance

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance.

Your Company has in place Codes of Conduct (“the Codes”) for its Directors and Senior Management Personnel and Employees. These Codes enunciate the underlying principles governing the conduct of your Company’s business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of your Company’s ethos. The affirmation on the said Codes is received from the Directors and Senior Management Personnel and Employees on an annual basis.

Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of the Annual Report.

Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and Listing Regulations, is implemented through the Company’s Whistle Blower Policy, which was revised and adopted by the Board at its meeting held on 25 September 2017 to provide a mechanism for the employees and Directors of the Company to report genuine concerns and provides for adequate safeguards against victimization of persons who use such mechanism and a provision has been made to provide direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The scope, eligibility and other procedural aspects have been mentioned in the policy. The Whistle Blower Policy of your Company is available on the Company’s website and can be accessed at the weblink: http://www.mahindralogistics.com/media//pdf files/ whistleblo-c5536963e0a165a.pdf

During the year under review, no complaints have been received by the Company and none of the Whistle Blowers were denied access to the Chairperson of Audit Committee of the Board.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment Policy for Women in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) as well as who visit the premises of the Company for any purpose are covered under this Policy. Awareness and sensitisation programs were conducted across the Company.

During the year under review, no complaints were received alleging any instances of sexual harassment.

Business Responsibility Report

The Business Responsibility Report of your Company prepared as a good governance practise, highlighting the initiatives taken by the Company in the areas of social, environment and economic responsibilities of business for the financial year 2017-18 forms part of this Annual Report, although not statutorily required under Regulation 34(2)(f) of the Listing Regulations.

Risk Management

Your Company has developed a well-defined risk management policy which inter alia includes identification of elements of risk, if any, which in the opinion of the Board may seriously impact the Company. The risk management policy includes identification of key risks and their mitigation plans. Constitution of a Risk Management Committee of the Board is not mandatory for your Company. However, the Board and Audit Committees review the Risk Management framework on a quarterly basis.

V. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Corporate Social Responsibility (“CSR”)

Being part of the Mahindra Group, the Company is committed to the group’s social responsibility vision to serve the communities where it operates through its various CSR activities and initiatives and Employee Social Option Programmes (ESOPs).

The Company has identified various CSR thrust areas and also laid down guiding criteria for selecting CSR projects which includes sustainability, social impact etc.

The CSR Committee monitors implementation of the Company’s CSR projects through the CSR Executive Council.

While CSR programmes are identified by the CSR Committee, it also evaluates projects submitted directly by reputed NGOs. To ensure that there is a focus and maximum impact, the CSR Committee endeavours to work on fewer projects over a longer period of time so as to ensure that the outcomes of the projects can be measured.

The Company had undertaken various CSR projects in the areas of Education and Skill Development, Rural Development and Sanitation. Some of the key initiatives undertaken by the Company during the year under review are as follows:

Project to eradicate Malnutrition

As a part of village adoption exercise, your Company launched a project to combat and eradicate malnutrition at Tembha village, Thane, Maharashtra in December 2017. The Company identified malnourished children within the age group of 1 - 5 years and based on the advice of a qualified Paediatrician, distributed nutritious recipe every day to all malnourished children. The results are extremely encouraging as most of the children’s weight increased with time. This process has also provided an additional source of income (for preparing the recipes and sweets) for women.

Pradhan Mantri Kaushal Vikas Yojana (“PMKVY”)

The Central Government launched PMKVY, a skill certification scheme in 2015. The objective of this Scheme is to enable large number of Indian youth to undergo industry-relevant skill training which will help them in securing a better livelihood. The Company has launched a program to increase availability of trained drivers as well as to train existing drivers so as to help reduce the number of road accidents. The Company has trained 450 drivers.

Healthcare

One of our key CSR programs, is the HIV-AIDS awareness and prevention program. This comprehensive program focuses on the communities around Nasik, Maharashtra in collaboration with MAGMO NGO. The objective of the program is to increase awareness and thus help prevention through strategic tie ups with organizations who possess the technical and capacity building capabilities to optimize our resources. We undertake these interventions through a healthcare center installed at our Nasik transport hub. More than 37,000 drivers benefited within the last 15 months. More than 600 drivers were treated for STI infection. 0.4% of the drivers were also sent for Anti-Retro Viral Therapy.

CSR Policy

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (“CSR Policy”) which is implemented by the Company. During the year under review, the Board of your Company amended the CSR Policy at its meeting held on 25 September 2017. The updated CSR Policy including a brief overview of the projects or programs undertaken can be accessed at the Company’s website through the weblink: http://www.mahindralogistics.com/sustainability

CSR Committee

The Board of your Company has constituted a CSR Committee (“Committee”) in compliance with the requirements of Section 135 of the Act. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.

As of the date of this report, the Committee comprises of Mr. Parag Shah, Mr. Ranu Vohra and Mr. Chandrasekar Kandasamy. Mr. Parag Shah is Chairman of the Committee and Mr. Zhooben Bhiwandiwala, Non-Executive Director is a permanent invitee of the Committee.

During the year under review, your Company incurred a CSR Expenditure of Rs.1.27 crores on its CSR activities as against a mandated spend of Rs.1.24 crores. Details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during financial year 2017-18, in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the section titled ‘Annual Report on Corporate Social Responsibility (“CSR”) activities for FY 2017-18’ in Annexure VI of this Report.

W. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure VII and form part of this report.

X. SECRETARIAL Share Capital

The authorized share capital of your Company is Rs.105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of Rs.10/- each.

During the year under review, in view of the Initial Public Offer of the Company all partly paid equity shares of the Company i.e. 40,774 equity shares, which were partly paid up to the extent of Rs.2/- per share and 15,81,273 equity shares, which were partly paid up to the extent of Rs.1/- per share, were made fully paid up pursuant to a call of Rs.8/- per share and Rs.9/- per share, respectively. Further your Company allotted 16,86,880 equity shares of face value of Rs.10/- on the exercise of stock options under the MLL Key Executives Stock Option Scheme 2012 of the Company during the year under review.

Consequently, the issued, subscribed and paid-up equity share capital of your Company as on 31 March 2018 stood at Rs.71,14,19,240 divided into 7,11,41,924 equity shares of the face value of 10/- each.

Extract of Annual Return

Pursuant to Sections 134(3)(a) and 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31 March 2018 in form MGT-9 is annexed as Annexure VIII and forms part of this report.

Y. GENERAL

Your Directors state that no disclosures or reporting(s) are required in respect of the following items, as there were no transactions/events related to these items during the year under review:

i. Change in nature of business of the Company;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of sweat equity shares to employees of the Company under any scheme;

iv. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future;

v. Voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.

Z. ACKNOWLEDGMENTS

The Board of your Company wish to convey its deep gratitude and appreciation to all the employees of the Company, for their tremendous efforts as well as their exemplary dedication and contribution to the Company’s performance. We also acknowledge the invaluable support and contribution of all our business associates who continue their loyal partnership with our Company.

The Directors would also like to thank the Members, Customers, Vendors, Business Partners, Bankers, Government and all other Business Associates for their continued support extended to the Company and the Management.

On behalf of the Board of Directors

Zhooben Bhiwandiwala Parag Shah

Chairman Director

(DIN:00110373) (DIN:00374944)

Mumbai, 6 June 2018

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Mar 31, 2010

TO THE SHAREHOLDERS

The Directors present their Third Report together with the audited accounts of the Company for the year ended 31st March, 2010.

Financial Results (Rs. in lacs)

Particulars 2010 2009

Gross Income 90,333.50 62,068.16

Expenses:

Operating Expenses 85,505.90 57,496.59

Personnel 2,705.37 2,278.36

Others 1,733.13 1,047.26

Interest 335.70 138.11

Depreciation and Amortisation 498.60 417.88

Total Expenses 90,778.70 61,378.20

Profit / (Loss) before Tax (445.20) 689.96

Provision for Taxation

— Current tax 313.71

— Fringe Benefit tax 30.79

— Deferred tax Income (161.60) (100.80)

Profit / (Loss) After Tax (283.60) 446.26

Balance brought forward from last year 289.12 (0.51)

Amount available for appropriation 5.52 445.75

Appropriations:

Proposed Dividend 133.88

Tax on proposed Dividend 22.75

Balance of Profit carried forward 5.52 289.12







Key Financials

The Company recorded gross revenues of Rs. 903.33 crores for the year under review as against gross revenues of Rs. 620.68 crores in the previous year. The margins were under pressure during the year for both the divisions viz. Supply Chain as well as People Logistics business. The Company has incurred a loss of Rs. 2.84 crores (after accounting for Deferred tax Income of Rs. 1.62 crores) for the year as compared to profit of Rs. 4.46 crores in previous year which is mainly on account of lower margins as well as the need to recognize certain bad and doubtful debts and advances.

Dividend

In view of loss for the year, your Directors regret their inability to recommend any dividend for the year.

Directors

Mr. Ruzbeh Irani and Mr. Parag Shah retire by rotation, and being eligible, offer themselves for re-appointment at the forthcoming Annual General Meeting.

Mr. Sanjay Sinha resigned as Managing Director and also as a

Director of the Company with effect from 15th February, 2010.

Directors'' Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your

Directors, based on the representation received from the

Operating Management, and after due enquiry, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudentjudgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Loss of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

Audit Committee

The Audit Committee of the Company comprises Mr. Anjanikumar Choudhari, Mr. K. Chandrasekar and Mr. Parag Shah. The Audit Committee met twice during the year under review.

Remuneration Committee

The Remuneration Committee of the Company comprises Mr. Anjanikumar Choudhari, Mr. Zhooben Bhiwandiwala and Mr. Ruzbeh Irani.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, retires as Auditors of the Company at the forthcoming Annual General Meeting and have given their consent for re-appointment. The shareholders will be required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from the above Auditors to the effect that their reappointment, if made, would be in conformity with the limits specified in the said section.

Employee Engagement & Development

Employee development is a key priority with emphasis on specialized domain and skill based programs - classroom and on the job. During the year, your Company continued to focus on developing the Key Account Management approach amongst all the business processes. Your Company continued to conduct training programmes for its employees.

Public Deposits and Loans/Advances

The Company has not accepted any deposits from the public or its employees during the year under review.

The Company has not made any loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement of the parent company - Mahindra & Mahindra Limited with Stock Exchanges.

Codes of Conduct

During the year under review, the Company had adopted Codes of Conduct for Corporate Governance ("the Codes") for its Directors and Senior Management Personnel and Employees. These Codes enunciate the underlying principles governing the conduct of the Company''s business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of the Company''s ethos.

The Company has for the year under review, received declarations under the Codes from the Board Members and the Senior Management Personnel and Employees of the Company affirming compliance with the respective Codes.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to this Report.

Particulars of employees as required under section 217(2A) of the Companies Act, 1956 and Rules framed thereunder

The details of employees who were in receipt of remuneration of not less than Rs. 24,00,000 during the year ended 31st March, 2010 or not less than Rs. 2,00,000 per month during any part thereof are given in Annexure II to this report.

For and on behalf of the Board

Anjanikumar Choudhari

Chairman

Mumbai, 30th April, 2010