Mahindra Logistics Ltd Directors Report.

Dear Shareholders,

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 31st March, 2022 ("financial year under review" or "financial year 2021-22").

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

(Rs. in crores)

Standalone

Consolidated

Particulars Financial year 2021-22 Financial year 2020-21 Financial year 2021-22 Financial year 2020-21
Income
Revenue from Operations 3,631.08 2,959.11 4,083.03 3,263.72
Other Income 9.56 15.50 12.19 17.47
Total Income 3,640.64 2,974.61 4,095.22 3,281.19
Expenses
Cost of materials consumed 9.81 - 9.81 -
Changes in inventories of finished goods only (0.45) - (0.45) -
Employee benefit expenses 282.20 280.43 300.00 296.46
Operating expenses 3,085.79 2,494.56 3,494.53 2,764.30
Other expenses 74.15 63.12 81.48 68.74
Depreciation and amortisation expenses 130.41 82.75 134.51 89.65
Finance cost 26.04 17.11 29.52 20.09
Total Expenses 3,607.95 2,937.97 4,049.40 3,239.24
Profit before exceptional items and tax 32.69 36.64 45.82 41.95
Exceptional items (net) - 4.00 - 2.75
Profit Before Tax ("PBT") 32.69 32.64 45.82 39.20
Provision for tax 8.25 8.65 11.25 10.02
Profit After Tax ("PAT") 24.44 23.99 34.57 29.18
Share of Profit/(Loss) of Joint Venture - - 0.01 (0.39)
Non-Controlling interests - - (2.49) (1.21)
Profit after tax, post share of Profit/(Loss) of Joint Venture and Non-Controlling interests 24.44 23.99 37.07 30.00
Other comprehensive income
Re-measurements of the defined benefit plans (1.03) 0.09 (0.90) 0.07
Income tax relating to items that will not be reclassified to profit or loss 0.26 (0.02) 0.22 (0.01)
Total other comprehensive income (0.77) 0.07 (0.68) 0.06
Total comprehensive income 23.67 24.06 33.90 28.85
Attributable to
(a) Owners of the Company 23.67 24.06 36.39 30.06
(b) Non-Controlling interest - - (2.49) (1.21)
Balance of Profit from earlier years 366.89 353.57 369.68 352.91
Dividend Paid (1794) (10.74) (17.94) (10.74)
Balance carried forward to reserves 372.62 366.89 388.13 369.68
Net worth 564.65 551.17 580.15 553.96

Standalone Performance

During the financial year under review, the Companys revenue from operations increased by 22.71% to Rs.3,631.08 crores as compared to Rs.2,959.11 crores in the previous financial year. The PAT stood at Rs.24.44 crores for the financial year under review as against Rs.23.99 crores for the financial year 2020-21. The total comprehensive income for the financial year under review was lower by 1.62% at Rs.23.67 crores (after accounting of deferred tax income of Rs.2.17 crores), as compared to Rs.24.06 crores in the previous financial year (after accounting of deferred tax expense of Rs.0.91 crores).

Consolidated Performance

The Company recorded its highest consolidated sales revenue during financial year 2021-22, with revenue growth of 25% on a year-on-year basis. The consolidated revenue from operations for the financial year amounted to Rs.4,083.03 crores as compared to Rs.3,263.72 crores in the previous financial year. Our revenue growth for financial year 2021-22 was driven by E-commerce, Consumer, Automotive and Freight Forwarding businesses.

The consolidated EBITDA grew by 38.34%, from Rs.151.69 crores for the previous financial year to Rs.209.85 crores for the financial year 2021-22. The consolidated PAT grew by 18.47% to Rs.34.57 crores for the financial year 2021-22 as compared to Rs.29.18 crores for the previous financial year.

Segment Performance

Through our two business segments - Supply Chain Management and Enterprise Mobility Services, we cater to the myriad needs of over 300 customers across automotive, engineering, consumer goods, pharmaceuticals, telecom, e-commerce, banking, IT, financial services and insurance and consulting businesses, while also offering integrated employee transportation solutions to organisations.

At a consolidated level, revenue from the SCM segment contributed 96.46% and the Enterprise Mobility Services segment contributed 3.54%. Performance highlights of the Companys segments during the financial year under review are stated below:

Supply Chain Management ("SCM")

The SCM segment revenues stood at Rs.3,486.73 crores for the financial year under review as compared to Rs.2,840.03 crores for the previous year, growth of 22.77% year-on-year on standalone basis.

The non-Mahindra Group consolidated SCM revenue grew by 28.97% year-on-year to Rs.1,995.76 crores for the financial year under review as compared to Rs.1,547.47 crores for the previous financial year.

Enterprise Mobility Services ("EMS")

The EMS segment reported a growth of 21.22% in its total revenues during the financial year under review, amounting to Rs.144.35 crores as compared to Rs.119.08 crores for the previous year on standalone basis.

Credit ratings

The Company continues to enjoy a strong credit rating which denotes a high degree of safety regarding timely servicing of its financial obligations. During the financial year under review, ICRA Limited re-affirmed [ICRA] AA(Stable)/A1+(Stable) credit ratings assigned to the sanctioned Long and Short-term Fund and Non-fund based facilities of the Company of Rs.235 crores. The credit rating of [ICRA] A1+ assigned to the commercial paper programme of the Company was also re-affirmed and withdrawn at the request of the Company as the Company has not issued any Commercial paper and there is no amount outstanding against Commercial Paper during the financial year under review. The reaffirmation of ratings reflects the Companys strong financial profile reflected by its low leverage and strong debt coverage indicators.

Ratings issued by ICRA Limited are disclosed on Companys website and can be accessed at the weblink https://mahindralogistics.com/financial-information/

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 relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations").

The Company has adopted Ind AS 116 Leases with the date of initial application being 1st April, 2019 using the modified retrospective approach. The Company has applied the standard to its leases with the cumulative impact recognised on the date of initial application.

The Annual Audited Consolidated and Standalone Financial Statements of the Company have been prepared on a going-concern 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 Annual Audited Consolidated and Standalone Financial Results are published on an annual basis. Upon publication, the Financial Statements and results are uploaded on the websites of the stock exchanges and the website of the Company.

In accordance with Section 136 of the Act, the Ministry of Corporate Affairs circular no. 20/2020 dated 5th May, 2020 read with circular no. 02/ 2022 dated 5th May, 2022, the Annual Audited Financial Statements of Company and the subsidiary companies and all relevant documents, thereof, are uploaded on the website of the Company and can be accessed at the weblink: https:// mahindralogistics.com/financial-information/

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.

Acquisitions and Investments

Acquisition of Meru

With an objective to grow its presence in the shared mobility space and to consolidate the mobility business ownership, the Company entered into a share purchase agreement to acquire 100% paid-up share capital of Meru Mobility Tech Private Limited ("MMTPL"), V-Link Automotive Services Private Limited ("VASPL") and V-Link Fleet Solutions Private Limited ("VFSPL"), fellow subsidiaries of the Company from Meru Travel Solutions Private Limited ("MTSPL"), and 100% paid-up share capital of MTSPL from Mahindra & Mahindra Limited ("M&M"), Holding and Promoter Company of the Company during the financial year 2021-22.

Meru Cabs, a ridesharing company founded in 2006, revolutionized the way people travelled in cabs by offering AC cabs at their doorstep with a single call. Meru has a significant presence in the airport ride hailing segment and provides on-call and employee mobility services to corporates in India. Meru also has a large number of Electric Vehicles in their fleet. The acquisition further strengthens the Companys mobility business and enhances its range of mobility solutions with strategic focus on enterprise customers and electric mobility.

Post completion of the acquisition, MMTPL, VASPL, VFSPL and MTSPL would become wholly-owned subsidiaries of the Company and would continue to remain subsidiaries of M&M.

Investment in Whizzard

With an objective to enhance the Companys presence and capabilities in the last-mile delivery and fulfilment services for its customers, the Company entered into a Share Purchase Agreement, Share Subscription Agreement and Shareholders Agreement to acquire up to 60% of the paid-up share capital (on a fully diluted basis) of ZipZap Logistics Private Limited ("Whizzard") during the financial year 2021-22.

Hyderabad based Whizzard operates an intra-city distribution network for digital commerce and last mile delivery. Expanding technology based last mile services is an integral part of the Companys growth strategy and this acquisition helps accelerate addition of technology, geographical coverage and operational capabilities of the Company.

On 8th April, 2022, the Company acquired 36% of the paid-up share capital (on fully diluted basis) of Whizzard, making Whizzard an Associate of the Company with effect from the said date.

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 2021-22 till the date of this report.

Impact of COVID -19

The COVID-19 pandemic continued to be a global challenge creating disruption across the world. While the global economy showed early signs of recovery in the beginning of 2021, the repeated waves of COVID infection overwhelmed the Countrys health infrastructure. The partial lockdown situation in the Country during most part of the financial year under review led to rise in inflation impacting recovery especially across emerging economies and dented the pace of economic activity.

The pandemic impacted the logistics sector in both positive and negative ways. On one hand, it has increased financial pressure on a lot of companies in the industry, especially transporters. On the other hand, it has accelerated some key transformations within the logistics sector viz. changing channel landscape, increasing adoption of multi-modal logistics, integrated service offerings, technology integration to drive efficiencies etc. Digital solutions and usage of technology has become essential for making supply chains more robust, driving end-to-end visibility, ensuring data security and real-time product traceability, and improving government industry collaboration as we are preparing for the future.

Despite these challenges, we also saw many tailwinds in our business. Opening of the economy spurred growth in all our end markets. Leveraging on the trends emerging from the external environment, we continue to enhance our focus on delivering value through customised integrated solutions, new customer acqusitions and operational excellence and drive technology investments to maintain profitable growth and improve scalability of our businesses in the prevalent economic scenario.

B. DIVIDEND FOR FINANCIAL YEAR 2021-22

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.

Basis the performance of the Company for the financial year 2021-22, the Board of your Company is pleased to recommend a final dividend of Rs.2/- per equity share (being 20% on face value of Rs.10/- each) out of the accumulated balance of retained earnings representing the accumulated surplus in the profit and loss account as at 31st March, 2022.

The recommended equity dividend outgo for the financial year 2021-22 represents 59% of standalone PAT as of 31st March, 2022 and would result in cash outflow of approximately Rs.14.4 crores including withholding tax, if declared. For financial year 2020-21, the Company paid final dividend of Rs.17.94 crores, representing 75% of standalone PAT as of 31st March, 2021.

The Dividend pay-out is in accordance with the Dividend Distribution Policy of the Company.

The final dividend is subject to approval of Members at the ensuing Annual General Meeting ("AGM") and deduction of tax at source and if approved, shall be payable to those Members whose names appear in the Register of Members and list of beneficial owners as on the book closure date. The Register of Members and Share Transfer books of the Company will remain closed from Saturday, 23rd July, 2022 to Friday, 29th July, 2022 (both days inclusive) for the purpose of payment of the final dividend.

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

Taxation on Dividend

Dividends paid or distributed by a company after 1st 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.

Request to update information

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. All Shareholders are therefore requested to kindly ensure that details such as PAN, residential status, category of holding, bank account details (IFSC, MICR), contact number, email address and postal address details 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") in form ISR-1, in case of equity shares held in physical form, on or before Friday, 22nd July, 2022.

Web-portal for submission of tax declarations/forms

To enable the Company to determine and deduct appropriate tax, Shareholders can 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.co.in /formsreg/submission-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, 22nd July, 2022.

Unpaid and Unclaimed Dividend

The details of dividends declared by the Company in the past years and lying unpaid and unclaimed as on 31st March, 2022 is given hereunder:

Financial Year Date of declaration of Dividend Dividend declared per equity share Total amount of Dividend paid Dividend lying unpaid and unclaimed with the Company No. of Shares on which Dividend is lying unpaid and unclaimed with the Company Last date for claiming unpaid and unclaimed Dividend
2020-21 27th July, 2021 Rs.2.50 Rs.17.94 crores Rs.29,705.00* 12,146 30th August, 2028
2019-20 30th July, 2020 Rs.1.50 Rs.10.74 crores Rs.29,661.50* 20,293 30th August, 2027
2018-19 1st August, 2019 Rs.1.80 Rs.12.86 crores Rs.31,111.20 17,284 4th September, 2026
2017-18 2nd August, 2018 Rs.1.50 Rs.10.67 crores Rs.32,092.50 21,395 5th September, 2025

* net of tax deducted at source

Shareholder-wise statement of the unpaid and unclaimed dividend lying with the Company as on 31st March, 2022 is uploaded on the Companys website and can be accessed at the weblink: https://mahindralogistics.com/shareholder-information/ 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 31st March, 2022 or are due to be transferred to the IEPF during the financial year 2022-23 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.

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations.

The Dividend Distribution Policy of the Company was amended by the Board of the Company at its meeting held on 29th April, 2021 to inter alia, maintain a Dividend pay-out of an optimal range of at least 20% of the Annual Audited Standalone PAT of the Company. The Policy is enclosed herewith as Annexure I and forms part of this Integrated Annual Report.

The Dividend Distribution Policy is also placed on the Companys website and can be accessed from the weblink: https://mahindralogistics.com/disclosures/

C. SUBSIDIARIES AND ASSOCIATES

Subsidiary Companies

As on date of this report, the Company has two Indian unlisted subsidiaries viz. Lords Freight (India) Private Limited ("Lords") and 2x2 Logistics Private Limited ("2x2").

Our 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.

Operational and performance highlights of the Companys Subsidiary companies for the financial year 2021-22 is given hereunder:

I. Lords provides international freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During the financial year 2021-22, Lords earned gross income of Rs.452.65 crores as against Rs.299.42 crores in the previous year, registering a record growth of 51.18%. Its Net Profit after Tax increased by 144.12% and stood at Rs.15.99 crores for the financial year under review as against Rs.6.55 crores for the previous year.

The Company holds 99.05% stake in Lords as on 31st March, 2022.

II. 2x2 specializes in offering automotive outbound logistics solutions to four-wheeler and two-wheeler industries. During the financial year 2021-22 the gross income of 2x2 de-grew by 34.19% amounting to Rs.24.10 crores as against Rs.36.62 crores in the previous financial year. 2x2 incurred a net loss of Rs.5.88 crores for financial year 2021-22 as compared to a net loss of Rs.2.63 crores for the previous financial year.

The Company holds 55% stake in 2x2 as on 31st March, 2022.

Material Subsidiaries

In terms of the criteria laid down in the Companys Policy on Material Subsidiaries and the SEBI Listing Regulations, as amended, Lords has become a Material Subsidiary of the Company w.e.f. financial year 2022-23.

Joint Venture

Transtech Logistics Private Limited ("Transtech")

Transtech 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. For the financial year 2021-22, Transtech recorded gross income of Rs.2.94 crores as compared to Rs.1.98 crores in the previous financial year, an increase of 48.48% year- on-year. Transtech has earned a net profit after tax of Rs.0.03 crores during the financial year under review as against a net loss of Rs.0.98 crores in the previous financial year.

The Company holds 39.79% stake in Transtech as on 31st March, 2022.

Associate Company

As on 31st March, 2022, the Company has no Associate Companies.

Changes during the financial year 2021-22

During the financial year under review, no company has become or has ceased to be a Subsidiary, Associate or Joint Venture of the Company.

Performance and contribution of the Subsidiaries and Joint Venture

A report on the highlights of the performance and financial position of each of the Companys subsidiaries and joint venture company is included in the Consolidated Financial Statements. 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 has been no material change in the nature of the business of the Subsidiary or Joint Venture companies of the Company during the financial year 2021-22.

D. AWARDS AND RECOGNITIONS

During the financial year under review, the Company was felicitated with many prestigious awards and certificates of appreciations for excellence in its areas of business and continues to receive recognitions for its dedication to work and commitment to delivering results, to name a few:

• Gold Overall Excellence Award for 3PL, Warehousing and Freight Forwarding at the CII Scale Awards 2021;

• Gold Award at the CII National Level Championships Trophy in Industry 4.0 Service sector category under Safety and Ergonomics theme;

• Gold award for the 2nd Edition-CII National Competition on Digitalization by the Confederation of Indian Industry in Chennai;

• Excellent award at the International Convention (ICQCC - 2021) and National Conventional for Quality Concepts (NCQC-2021) organised by the Quality Circle Forum of India;

• Super Gold award at the 32nd Digital Chapter Convention on Quality Concepts, organised by the Quality Circle Forum of India (QCFI), Nagpur;

• MLLs Logos, Luhari - Block 2 & 3 warehouses received the Indian Green Building Council (IGBC) Platinum Rating;

• Two Gold, Five Silver and three Bronze awards at the Virtual Competition on KAIZEN, POKA - YOKE, SMED & LCA - 2021, organized by the Quality Circle Forum of India - Mumbai Chapter;

• Mahindra Rise Awards 2021 - the Company received third place at the Mahindra Group level for its efforts to make the Company truly diverse and inclusive;

• The Company was recognized by the Indian Medical Association, Nashik for providing free transportation services for the movement of medical oxygen cylinders during the second wave of COVID-19 infection in May 2021.

E. INVESTOR RELATIONS

The Company continuously strives for excellence in its Investor Relations engagement through structured earnings conference-calls and periodic investors/ analyst interactions viz. one-on-one/group meetings, video conference calls and participation in investor conferences organised by reputed global and domestic broking houses to provide an overview of the Companys operations, business and financial performance and industry developments.

Interactions with Investors

The Company continued its interactions with Indian and overseas analysts/investors/funds during the financial year under review through audio-video conference calls, given the Covid-19 waves and lockdown during the financial year under review. The Company believes in building a relationship of mutual understanding with its investors/analysts and ensures uniform dissemination of information by uploading material information about the Company on the Companys website and on the website of the Stock Exchanges where equity shares of the Company are listed for access to all the Investors/ Analysts, Shareholders and General Public.

An advance intimation of interactions scheduled with Investors, Fund Managers, Analysts and outcome of the interactions are promptly disseminated to the Stock Exchanges and uploaded on the website of the Company.

Earnings conference calls

The Company hosts earnings conference calls for the investors/analysts/funds on a quarterly basis after declaration of the financial results, schedule of which is intimated well in advance to the Stock Exchanges and uploaded on the website of the Company. The invitation along with Dial-in details of the earnings conference calls is also uploaded on the website of the Company.

An earnings presentation summarising the Companys financial results and performance is released upon publication of financial results on a quarterly basis and is made available to the general public through uploads on the website of the Stock Exchanges and the Company, in advance of the earnings call for active and healthy participation.

To ensure symmetric dissemination of information and transparency, the outcome including audio and text transcripts of the earnings conference calls are also uploaded on the website of the Company and filed with the Stock Exchanges.

The same can be accessed from the weblink: https:// mahindralogistics.com/investor-information/

Silent period

The Company observes a Silent/Quiet period for 15 days prior to the announcement of its quarterly financial results. During this period, no interactions with investors/ analysts/funds are held to ensure protection of Company information. Notice of the Silent period is uploaded on the website of the Company.

F. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced on an ongoing basis. The Companys 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 Companys 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 has added new automated controls considering the increase in size and complexity of its operation.

The Company internally evaluated the Internal Financial Controls of the Company during the financial 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. Based on the evaluation carried, no material weakness was observed in the effectiveness of internal control systems nor any deficiencies in the design or operation of such internal controls were observed. Further there were no significant changes in internal control over financial reporting and the internal control systems were operating adequately.

The Statutory Auditors have also examined the internal financial controls of the Company and have submitted an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting as at 31st March, 2022.

Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review. The Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and 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, appropriate level of approval mechanisms and maintenance of supporting records.

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. The Code of Conduct for Senior Management and Employees of the Company ("Code") commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code are communicated across the Company. The systems, standard operating procedures and controls are reviewed by Management. These systems and controls are audited by Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the 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 the statutory auditors 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 Companys internal financial controls laid down with reference to the Financial Statements were adequate and effective during the financial year 2021-22.

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 2021-22.

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 and 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.

As on 31st March, 2022, M&M is promoter of the Company and Mahindra Engineering and Chemical Products Limited and Partners Enterprise form part of the Promoter group of the Company. Apart from M&M, no person or entity held 20% or more equity shares of your Company during the financial year under review.

Material Related Party Transactions

The Company has entered into material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements, with M&M, the Holding Company and Promoter of the Company in terms of approval granted by the Members at the 12th AGM held on 1st August, 2019 and the Audit Committee of only Independent Directors. These transactions were in the ordinary course of business and on arms length basis, details of which, as required to be provided under Section 134(3)(h) of the Act, are disclosed in Form AOC-2 annexed herewith as Annexure II, forming part of this report.

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

The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act.

Policy on Materiality of and on Dealing with Related Party Transactions

During the financial year under review, the Board on recommendation of the Audit Committee amended the Companys Policy on Materiality of and dealing with Related Party Transactions ("RPT Policy") effective 1st April, 2022 to incorporate the amendments inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

The amended policy as approved by the Board is uploaded on the Companys website and can be accessed at the weblink: https://mahindralogistics.com/ disclosures/

AUDITORS AND THEIR REPORTS

Statutory Auditor

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.:117366W/W-100018) ("Deloitte") is the Statutory Auditor of the Company appointed by the Members of the Company at their 10th AGM held on 14th August, 2017. Deloitte was appointed for a term of five years commencing from the conclusion of the 10th AGM up to the conclusion of the ensuing 15th AGM.

In terms of the provisions of the Act, an audit firm acting as the statutory auditor of a company is eligible to be appointed as statutory auditor for two terms of five years each. The first term of Deloitte as statutory auditor of the Company expires at the conclusion of the 15th AGM of the Company scheduled to be held on 29th July, 2022. Considering inter alia, the past performance, credentials, independence, pending orders/proceedings relating to professional matters of conduct, market standing of the firm, effectiveness of the audit teams and processes, the Board and the Audit Committee of the Company have recommended the re-appointment of Deloitte as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of the 15th AGM to be held on 29th July, 2022 up to the conclusion of the 20th AGM of the Company to be held in the year 2027.

Deloitte has consented in writing to their proposed reappointment and confirmed that their re-appointment, if approved, would be within the limits specified under Section 141(3)(g) of the Act. They have also furnished a declaration in terms of Section 141 of the Act that they are eligible to be re-appointed as Statutory Auditors of the Company and that they have not incurred any disqualification under the Act. Deloitte has also subjected itself to peer review process of the ICAI and holds a valid peer review certificate issued by the Peer Review Board of ICAI.

The above proposal with disclosures as required under Regulation 36(5) of the SEBI Listing Regulations and the Act forms part of the Notice of the ensuing AGM for approval of the Shareholders.

Unmodified Statutory Auditor Reports

The Statutory Auditors Reports on the Annual Audited Standalone and Consolidated Financial Statements for the financial year 2021-22 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 and ESOP Certification as per the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended 31st March, 2022 from MMJC in compliance with Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8th February, 2019. The said Report is submitted to the Stock Exchanges within the prescribed statutory timelines and uploaded on the website of the Company at the weblink: https:// mahindralogistics.com/disclosures/.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31st March, 2022 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 31st March, 2022 is annexed to this Boards Report as Annexure III and forms part of this report.

The Annual Secretarial Compliance Report is annexed to the Report on Corporate Governance and forms part of this Integrated Annual Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

Lords, a material unlisted Indian subsidiary of the Company has carried out Secretarial Audit for the financial year 2021-22 from M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration Number : P1988MH009800) pursuant to Section 204 of the Act. In terms of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Lords is annexed to the Report on Corporate Governance and is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

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 Companys processes. The Board has appointed Mr. K. N. Vaidyanathan as the Internal Auditor of the Company with effect from 1st April, 2020. The Internal Auditor 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 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.

Cost Audit

For the financial year 2021-22, the provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company during the financial year under review.

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 and the purpose for which the loan is proposed to be utilised by the recipient of the loan are provided in Note Nos. 9 and 38 to the Standalone Financial Statements. No loans/advances have been made to companies/ firms in which Directors are interested. The Company has not subscribed to the securities of any other body corporate or provided any guarantees and securities in connection with any loans given during the financial year under review.

During the financial year under review, the Company provided Inter-Corporate Deposit of Rs.2 crores to Lords for meeting its working capital requirements the same was repaid by Lords 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 in Note No. 38 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 principle or interest thereon was outstanding as of 31st March, 2022. The Company has not accepted any loans from its Directors or from Holding/Subsidiary/Joint Venture Company of the Company during the financial year under review.

L. EMPLOYEES

Key Managerial Personnel

As on 31st March, 2022, the following persons have been 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. Yogesh Patel, Chief Financial Officer ("CFO");

3. Ms. Ruchie Khanna, Company Secretary ("CS").

Changes in KMP during the financial year

As a part of Mahindras good people practices of talent movement within the group, Ms. Brijbala Batwal ceased to be the Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company with effect from close of 31st January, 2022 and Ms. Ruchie Khanna was appointed as Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company with effect from 1st February, 2022.

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 longterm wealth in the hands of employees.

The Company has in force two Employee Stock Option schemes under the provisions of the 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"

During the financial year under review, the Company upon receipt of Shareholders approval at the 14th AGM held on 27th July, 2021, upon recommendation of Nomination and Remuneration Committee ("NRC") and the Board, amended the RSU Plan 2018 to cover the employees of the subsidiary companies of the Company. Further, the Board at their meeting held on 27th October, 2021, on recommendation of NRC further amended the RSU Plan 2018 to align the same with SEBI SBEB & SE Regulations, which entitled companies to vary the terms of the scheme to meet the regulatory amendments without seeking Shareholders approval by way of special resolution.

During the financial year under review, the NRC granted 40,885 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. The stock options vested to eligible employees of the Company under KESOS Scheme 2012 prior to the initial public offer of the Company were exercised during the financial year under review. The unvested stock options have been cancelled and added back to the pool. There are no stock options outstanding under the KESOS Scheme 2012 as on 31st March, 2022.

A certificate from the Secretarial Auditor of the Company viz. MMJC, certifying that the Schemes have been implemented in accordance with the SEBI SBEB & SE Regulations and the resolutions passed by the Members for the respective Schemes will be placed at the ensuing AGM for inspection by the Members.

Disclosure on the Schemes as required under Regulation 14 of the SEBI SBEB & SE Regulations has been uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/financial- information/

Particulars of employees and related disclosures

The Company has 13 employees who were in receipt of remuneration of not less than Rs.1,02,00,000/- during the financial year under review or not less than Rs.8,50,000/- per month during any part of the financial year ended 31st March, 2022.

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.

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 can be accessed at the weblink: https://mahindralogistics. com/financial-information/ and any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

M. EMPLOYEE RELATIONS

As a leading 3PL Solutions provider, the Company is a people driven organisation with over 22,800 employees and workers (on-rolls and off-rolls) spread over 500 client and operating locations across India. With the inherent belief that people are our greatest asset, the employer-employee relationship can be characterised as fair, just, trusting and caring which has been enmeshed into the employee lifecycle and ensuring that through continual reinforcement via communication platforms and the celebration of success stories, alignment in the organisation is strengthened. The Human Resource ("HR") function has ensured that it has driven process excellence by digitising work processes in tandem with policy changes so that technology-driven engagement, efficiency, simplicity, scalability and empowerment could be achieved.

The Company has been certified as a Great Place to Work whereby it has been evaluated on the Trust Index and the Culture Audit to understand the relationship an employee shares with the organization, its own jobs, and colleagues at work. The Company has robust processes for overall employee development, ensuring collaboration, inclusion, and providing support across their lifecycle. The Company has designed and institutionalized robust practices to help sustain positive perception among employees.

The Company has been focusing on digitization, Nectar, the human resource management system platform, has been implemented for white-collared employees.

It has empowered the employees with easy data navigation, efficient workflows, and a lower turnaround time for processing employee lifecycle transactions. The Company is also taking actions for implementation of said platform for blue-collar staff, thereby driving higher levels of automation and process efficiency.

The Companys intranet portal HIVE has become a potent platform for employees to connect and engage with each other. It provides a single-window communication about organizational events and ensures that employees are updated on the latest developments. To further drive communication and engagement amongst employees, the Company also shares weekly podcasts.

The Company revamped its performance management process as well as career growth and compensation practices. The grades and designations are restructured with the addition of new grades based on benchmarking with industry practices. Appraisal Grievance Redressal mechanism has been launched to address employee grievances in a timebound and effective manner that provides employees with a forum to have their concerns addressed.

To assess the engagement levels of such a large workforce, the organization administers the Mahindra CARES (MCARES) engagement survey for its on-roll employees. Based on the philosophy that "your culture will determine your success," the Mahindra Group has created an ecosystem of engagement that is anchored by its core purpose. The MCARES results are shared with Managers and their teams to initiate action planning. Brainstorming sessions are conducted with the team of respective managers in the absence of the manager to ensure open dialogue and debate within the team.

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 3rd batch of armed forces veterans successfully;

• Diversity & 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 LGBTQ community;

• 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 was launched this year, to accelerate learning, that offers courses on leadership, behavioral and technical topics;

• 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 wherein 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;

• 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;

• Udaan, 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.

The Company has also prepared itself adequately to manage the challenges posed by COVID-19 through empowered workgroups.

Incidence Management Teams

monitored and drove initiatives to mitigate associated risks by taking decisive action at impacted locations. In addition to this, the Company also introduced various policies on COVID-19 leave, health insurance at the site level, additional home care facilities, and vaccination for eligible employees. The collective proactivity of the Incidence Management Teams ensured that the employees were provided with a safe work environment. During the lockdown, the organization focused on virtual learning, a total of 1,25,000+ man- days of virtual learning were conducted

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. ENVIRONMENT, HEALTH AND SAFETY

The Company, being a leading 3PL solutions provider recognises its people as important assets 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. The EHS policy is displayed at all prominent locations and offices and communicated to all stakeholders. The Company demonstrates strong leadership commitment towards EHS through its management safety council, headed by the Managing Director & CEO of the Company. The Company is a registered member of National Safety Council and CII.

Preventing and reducing workplace accidents is a key focus for the Company and is emphasised at all levels through constant communications, awareness programmes and trainings.

The EHS policy is supported by safety management programs conducted for near miss recordings, safety kaizens, safety trainings, safety observation tours to identify, assess and control EHS risks. Multiple measures and actions are implemented through competency training programs like defensive driver training, first aid, firefighting, emergency preparedness. External training through certified trainer in material handling, lashing, chemical safety is also being conducted.

The Company has also initiated ACE, a learning program which includes training on safety practices and best practices related to EHS. During the financial year under review the Company has trained over 50+ manpower on creating and sustaining safety culture at site.

The Company also 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. Safety Themes and various events like National Road Safety Week, National Safety Week, World Environment Day and Drivers Day are rolled out PAN India on a regular basis for awareness of a safety culture across the organisation. The Company continues its commitment to improve the wellbeing of employees and contract workmen by organising health examination camps, health check-ups and eye check-up camps.

Every year World Environment Day is celebrated by plantation of trees across the region with government authorities, celebration of World Earth day by switching off the lights creating awareness for environment protection among the employees. The Company adopted new technologies like new power source such as Solar energy, adopting LED light, water saving initiatives at locations to support local communities.

During the financial year under review the Company has implemented following safety initiatives:

• LIFE - Life Impacting Injuries and Fatalities Elimination, a safety initiative program that furthers the Companys objective of inculcating a safety culture across the Company;

• Digital Initiative - M-Safe Dashboard and Augmented Reality /Virtual Reality Electrical Safety Training Module covering Electrical Safety, electrical fire fighting and emergency responses

O. QUALITY

The Company believes in adopting an integrated approach to drive excellence in everything it does. At the organisational level, the Company follows The Mahindra Way ("TMW"), the Mahindra Groups Business Excellence Model. It 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. Management and key business processes are selected for driving improvements through a structured and systematic approach. 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 us 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. The Company follows a 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 through use of 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 6,500+ Kaizens, 25+ quality circles, 100+ yellow belt projects, 50+ green belt projects and 15+ black belt projects in the financial year 2021-22 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. Over 1,100 employees were trained on daily work management and standardization, 5S, task achieving quality control, Mahindra yellow belt, Mahindra green belt, Mahindra black belt, Plan-Do-Check-Act, line feeding, transportation, etc.

The Company continues to sustain its commitment to inspire and enable all employees to embrace the quality culture as part of their routine work. To this end in November and December 2021, the Company celebrated Quality Month at PAN India level with a theme on "Reimagining Mobility Solutions, Systems and Processes for sustainable future" with focus on spreading a quality culture across all locations through various fun filled activities like Kaizen, Poster, Slogan, Quality Quiz,5S, Best Site for Sustainability as part of knowledge sharing, Industry experts were invited to address employees on current trends of Total Quality Management, Lean and customer satisfaction, etc.

Integrated Management System

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 rigorous processes and systems in place to ensure quality, team performance and productivity, efficiency, safety, quick decision making, etc.

The Company has successfully completed its Second Integrated Management System (IMS). IMS is a combination of three international standards, ISO9001: 2015 (Quality Management System), ISO14001:2015 (Environmental Management System) & ISO 45001:2018 (Occupational Health and Safety Management System) surveillance audit.

The operations of the Company demonstrated successful sustenance of IMS during the online audit conducted at 8 locations and Corporate Office in January 2022. These standards & processes further enable the Company to improve the quality of services, reducing the costs, achieve the Company objectives and live by its Purpose & Purpose Principle.

P. BOARD & COMMITTEES

Board

As on 31st March, 2022, the Board of the Company consisted of ten Directors comprising of a Non-Executive Chairman, an Executive Director (Managing Director & CEO), two Non-Executive Non-Independent Directors and six Independent Directors, of whom two are Women Independent Directors.

Director Appointments/Re-appointments for Members approval

The Board of the Company, on recommendations of the NRC, inter-alia, considering the criteria of preferred skills, and expected role of the directors, vis-a-vis the background, qualifications, skills and expertise possessed, experience and proficiency, ability to devote time commitments and having due regard to diversity on the Board and to maintain an orderly succession planning, has recommended the following appointments/re- appointments for approval of Members of the Company at the ensuing AGM. The Company has received the requisite notices from Member under section 160 of the Act proposing the below appointments/re- appointments.

Proposal seeking approval of the Shareholders for the said appointments/re-appointment with disclosures as required under Act and the SEBI Listing Regulations forms part of the Notice of the ensuing AGM.

Ms. Avani Davda, Independent Director

Ms. Avani Davda (DIN: 07504739) was appointed as a Non-Executive Independent Director of the Company for a first term of five consecutive years commencing from 6th June, 2018 up to conclusion of the AGM to be held in 2022. Accordingly, the first term of office of Ms. Avani Davda as a Non- Executive Independent Director of the Company is due to expire at the conclusion of the ensuing 15th AGM scheduled to held on 29th July, 2022.

The Board of the Company at its meeting held on 26th April, 2022, based on the recommendation of the NRC and given the high ratings and positive outcome of her performance evaluation carried out by the NRC and the Board, has recommended the re-appointment of Ms. Avani Davda as Non-Executive Independent Director for a second term of five consecutive years commencing from 30th July, 2022 to 29th July, 2027 (both days inclusive), not liable to retire by rotation, to the Members for approval through special resolution at the ensuing AGM (prior to expiry of her term). Ms. Avani Davda confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

Ms. Avani Davda is registered in the data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and has qualified the proficiency test conducted by IICA. The Board, basis recommendation of the NRC and considering the skills, experience and acumen possessed by Ms. Avani Davda, is of the opinion that she is a person of integrity and possesses the relevant skills, expertise, experience (including proficiency) and capabilities identified to continue as an Independent Director of the Company and is Independent of the Management of the Company.

Ms. Avani Davda has consented to and is not disqualified from being re-appointed as an independent Director in terms of Section 164 of the Act read with applicable rules made thereunder. She is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in the explanatory statement to the AGM Notice.

Mr. Ameet Hariani, Independent Director

Mr. Ameet Hariani (DIN: 00087866) was appointed as an Additional (Non-Executive and Independent) Director of the Company not liable to retire by rotation, to hold office for first term commencing with effect from 1st May, 2022 up to 30th April, 2027 (both days inclusive) and holds office as an Additional Director up to the date of the ensuing AGM of the Company.

The Board at its meeting held on 26th April, 2022 basis recommendation of NRC, assessed the balance of skills, knowledge and experience available with the Board as a whole vis-a-vis Mr. Ameet Harianis background, qualification, skills sets, expertise, ability to devote time, disclosures and declarations submitted, and was of the opinion that Mr. Ameet Hariani is a person of integrity and possesses the relevant skills, expertise, experience (including proficiency) and capabilities identified for being appointed as an Independent Director of the Company. Accordingly, the Board subject to the approval of the Shareholders at the ensuing AGM, appointed Mr. Ameet Hariani as Non-Executive Independent Director of the Company a first term of five consecutive years commencing from 1st May, 2022 up to 30th April, 2027 (both days inclusive), not liable to retire by rotation.

Mr. Ameet Hariani confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations and is Independent of the Management of the Company.

Mr. Ameet Hariani is registered in the data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and is exempted from appearing the proficiency test conducted by IICA. Mr. Ameet Hariani has consented to and is not disqualified from being appointed as an independent Director in terms of Section 164 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.

The brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in explanatory statement to the AGM Notice.

Director Retiring by Rotation

Mr. Rampraveen Swaminathan, Managing Director and CEO

I n terms of Section 152 of the Act, Mr. Rampraveen Swaminathan, Managing Director (DIN: 01300682), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 15th AGM scheduled to be held on 29th July, 2022. The Board, basis recommendation of the NRC, recommends his re-appointment as Director of the Company.

Mr. Rampraveen Swaminathan has consented to and is not disqualified from being re-appointed as Director in terms of Section 164 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.

Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in the additional information section of the AGM Notice.

Directors appointed during the financial year 2021-22

During the financial year 2021-22, the Shareholders of the Company at the 14th AGM held on 27th July, 2021, basis recommendation of the Board and the NRC, approved the appointment of Dr. Anish Shah and Mr. Amit Kumar Sinha on the Board of the Company and re-appointment of Mr. Ranu Vohra and Mr. Darius Pandole as Independent Directors of the Company, as given hereunder:

Director Designation Terms and conditions of appointment
Dr. Anish Shah (DIN: 02719429) Chairman and Non-Executive, Non-Independent Director From 2nd April, 2021, liable to retire by rotation.
Mr. Amit Kumar Sinha (DIN: 09127387) Non-Executive, Non-Independent Director From 29th April, 2021, liable to retire by rotation.
Mr. Ranu Vohra (DIN: 00153547) Independent Director Second term of office of five consecutive years commencing from 25th July, 2022 to 24th July, 2027 at such remuneration as approved by the Board, from time to time, within the Shareholders approved limits
Mr. Darius Pandole (DIN:00727320) Independent Director Second term of office of five consecutive years commencing from 25th July, 2022 to 24th July, 2027 at such remuneration as approved by the Board, from time to time, within the Shareholders approved limits

Cessations during financial year 2021-22

Mr. V. S. Parthasarathy, Chairman and NonExecutive Director

Mr. V. S. Parthasarathy (DIN:00125299), Non-Executive (Non-Independent) Director and the erstwhile Chairman of the Board of the Company resigned from the Board of the Company with effect 2nd April, 2021 to pursue other interests. Consequently, he also ceased to be a Member of the NRC from the said date.

Mr. Parag Shah, Non-Executive Director

Mr. Parag Shah (DIN:00374944) resigned from the position of Non-Executive (Non-Independent) Director of the Board of the Company due to his pre-occupation with effect from close of business hours of 29th April, 2021. Consequently, he also ceased to be a Member of the NRC, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Investment Committee of the Board from the said date.

Mr. S. Durgashankar, Non-Executive Director

Mr. S. Durgashankar (DIN: 00044713), Non-Executive (Non-Independent) Director, retired by rotation at 14th AGM held on 27th July, 2021, Although being eligible, he had not offered himself for re-appointment due to preoccupation.

Consequently, he also ceased to be Member of the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Board from the said date.

The Board places on record its deep appreciation for the valuable contributions made by Mr. V.S. Parthasarthy, Mr. Parag Shah and Mr. S. Durgashankar during their tenure with the Company.

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, proficiency and experience 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 https://mahindralogistics. com/disclosures/

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) 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 (including Independent Directors proposed for re-appointment) for financial year 2021-22. The Board also carried out performance evaluation of the Managing Director & CEO of the Company.

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 NonIndependent 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 for the financial year 2021-22.

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 5th 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, Boards functioning such as Board effectiveness, Board meetings, quality, quantity and timeliness of the information flow between the Board Members and the Management, Board 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 were also able to give qualitative feedback and comments apart from responding to the questionnaire. A detailed note on process of evaluation is provided in the 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 31st March, 2022 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 2021-22 inter alia, concluded that Independent Directors appointed on the Board fulfilled 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, the Board operates in a cohesive atmosphere of openness and trust. The Directors were also satisfied with the timeliness and flow of information and documents.

Suggestions provided to enhance the Boards effectiveness have been noted and taken up for implementation.

The suggestions from previous evaluations were implemented by the Company.

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 site 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 Companys 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, 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 Directors are encouraged to participate in orientation & learning sessions conducted by third-party experts/organisations. During the year under review, the Independent Director of the Company participated in an online orientation programme covering Boardroom Dynamics and role and responsibilities of Directors in line with recent laws and expectations from stakeholder. The Company has a web-based portal i.e. the Board portal, accessible to all the Directors which, inter-alia, contains the following information:

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

• Board Agenda and Presentations;

• Code of Conduct for Directors;

• Terms and conditions of appointment of Independent Directors;

• Annual Reports.

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 Companys website and can be accessed at the weblink: https://mahindralogistics.com/disclosures/.

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, Key Managerial Personnel 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.

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 Appointment and Remuneration Policy is provided in Annexure V and forms part of this report. The Policy is also uploaded on website of the Company and can be accessed from the weblink: https://mahindralogistics. com/disclosures/

During the financial year under review, the Board on recommendation of NRC amended its Appointment and Remuneration Policy to align the existing employee grade structure with industry standards.

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.

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.

The Managing Director & CEO of the Company does not draw any remuneration or commission from the Holding Company or the Subsidiary companies of the Company.

Details of remuneration payable to Directors of the Company is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

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 31st March, 2022 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 31st March, 2022 and of the profit 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 31st March, 2022;

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 31st March, 2022.

Board Meetings

During the financial year ended 31st March, 2022, five Board Meetings were held. 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 14th AGM of the Company was held on Tuesday, 27th July, 2021.

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 NonExecutive Directors) and to assess the quality, quantity and timeliness of flow of information between the Companys 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 27th April, 2021 and 27th October, 2021. The Meetings were well attended by the Independent Directors of the Company.

AUDIT COMMITTEE

As on 31st March, 2022, the Audit Committee comprised of five 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 31st March, 2022 is given hereunder:

Mr. Ajay Mehta, Independent Director - Chairman

Mr. Darius Pandole, Independent Director - Member

Ms. Avani Davda, Independent Director - Member

Ms. Malvika Sinha, Independent Director - Member

Mr. Dhananjay Mungale, Independent Director - Member

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

Changes in composition of the Audit Committee

During the financial year 2021-22, the Board inducted Mr. Dhananjay Mungale, Independent Director as a Member and Dr. Anish Shah as permanent invitee of the Audit Committee with effect from 29th April, 2021.

Mr. S. Durgashankar, Non-Executive Director, ceased to be the member of the Audit Committee with effect from 27th July, 2021 and Mr. Parag Shah, Non-Executive Director, ceased to be permanent invitee of the Audit Committee with effect from 29th April, 2021, consequent to cessation of their directorship with the Company during the financial year under review.

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 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. GOVERNANCE

Corporate Governance

The 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 Board has adopted two detailed Codes of Conduct - one for Board members, and the other for the senior management and employees of the Company. An affirmation of compliance to the said Codes is received from the Directors, Senior Management Personnel and employees of the Company on an annual basis.

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. 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 Companys 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 who is responsible for steering all activities related to ethics and governance in the Company.

All Stakeholders who have a concern to raise can access the totally secure, independently monitored and transparent modes of logging of complaints, which are accessible 24x7, viz.

• 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, 10th & 11th 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: mll.vigil@mahindra.com or by letter addressed to -

The Chairman, Audit Committee

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

Plot No. 20, Jogeshwari Vikhroli Link Road,

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

The Board had at its meeting held on 29th April, 2021, amended the Whistle Blower Policy for setting up a governance committee and inclusion of additional mechanisms for raising complaints by all stakeholders (Employees, Directors, vendors, customers, etc.) viz. a secured third-party online portal and a 24x7 toll-free hotline number. The amended Whistle Blower Policy of the Company is available on the website of the

Company and can be accessed at the web link: https:// mahindraloaistics.com/disclosures/

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.

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 Complaints Committee has been set across regions to redress complaints received regarding sexual harassment. During the financial year under review, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") under the POSH Act.

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 the POSH Act amongst employees. During the year, mandatory trainings on the POSH were conducted online with an improved and interactive approach.

During the financial year 2021-22, the Company received four complaints in this regard where appropriate action was taken by the ICC and three complaints were resolved as on 31st March, 2022. One complaint pending as 31st March, 2022 was resolved before the date of this report and as on the date of this report there are no complaints pending under the POSH Act.

Risk Management

The Company has a well-defined risk management framework in place which inter-alia includes identification of elements of risk, if any, which in the opinion of the Management and the Board may impact the performance outcome of the Company.

The Company has developed and implemented a Risk Management Policy which is approved by the Board. 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 Companys activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Companys objectives. The Board on recommendation of Risk Management Committee amended the Risk Management policy in line with the SEBI Listing Regulations.

The CFO provides oversight and reports to the Board, the Audit Committee and the Risk Management Committee who 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 2021-22 are provided in the section titled Report on Corporate Governance, which forms part of this Integrated Annual Report.

R. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Corporate Social Responsibility ("CSR")

As part of the Mahindra Group, social responsibility is in our DNA. All our community interventions are based on our belief that positive change is best achieved through social and economic empowerment. Our CSR programmes are therefore structured in a way that promotes educational and other opportunities so that communities become self-sufficient in the long run.

The Companys CSR efforts continued to be directed towards Building Communities, Skill Development, Sustainability, Disaster Relief and other initiatives in line with the Companys CSR Policy positively impacting over 1,90,000 beneficiaries across all CSR initiatives of the Company during the financial year under review. Programs such as Oxygen on Wheels and other COVID-19 relief support activities continued during the pandemic to underline our commitment to communities.

CSR Committee

The CSR Committee of the Board is constituted in compliance with the provisions of the Act read with the applicable rules made thereunder.

The CSR Committee of the Company comprised of four Directors as on 31st March, 2022 as detailed hereunder:

1. Mr. Ranu Vohra, Independent Director - Chairman

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

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

4. Ms. Malvika Sinha, Independent Director - Member

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

Changes in composition of the CSR Committee

During the financial year 2021-22, following changes were made in the composition of the CSR Committee:

• Mr. Parag Shah, Non-Executive Director, ceased to be the member with effect from 29th April, 2021;

• Ms. Malvika Sinha, Independent Director was inducted as Member with effect from 29th April, 2021;

• Mr. S. Durgashankar, Non-Executive Director, ceased to be the member with effect from 27th July, 2021;

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 Companys website and can be accessed through the weblink : https:// mahindralogistics.com/disclosures/

CSR Spend

During the financial year under review, the Company has spent Rs.1.77 crores towards CSR activities as stipulated under Schedule VII of the Act. The Company has spent Rs.0.07 crores in excess of statutory limit of 2% prescribed under the Act. There is no unspent CSR expenditure as on 31st March, 2022.

Impact Assessment of CSR Projects

The Companys average CSR obligation in the three immediately preceding financial years does not exceed Rs.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, in line with the CSR Policy, the Company voluntarily conducted impact assessment of its CSR programmes viz. Village Adoption Program in Tembha Village, Maharashtra and Drivers Welfares Program. Further the Company also conducts internal assessments, situational analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the CSR projects of the Company.

Annual Report on CSR

Annual Report on CSR for the financial year 2021-22, is annexed as Annexure VI of this report and forms part of this Integrated Annual Report.

S. SUSTAINABILITY

The Companys sustainability vision is to be a logistics sector leader in adopting sustainable business practices which helps maximize benefits to the environment and community. The Materiality and Stakeholder engagement study helps as a compass to implement sustainability programs with relevance to the issues of high importance to the stakeholders as well as the Companys growth. The Company integrates economic progress, social responsibility and environment consciousness into the strategic business decisions.

The Company has adopted a Sustainability Policy and continued with its focus on the Environmental, Social and Governance ("ESG") parameters, by implementing the Sustainability Framework developed, for ensuring a common language and a uniform understanding of the aspects of sustainability across the organisation. As a responsible business, the Company recognizes the real time climate change dynamics and the impact created by logistics and transportation sector.

The Company is focused for attaining carbon neutrality by 2040. To reach the target, the Company is expanding the share of energy-efficient technologies across its assets, deploying clean transportation solutions, implementing energy efficiency initiatives and technologies thereby making our operations and warehousing infrastructure more sustainable. To further improve the focus in the area of Green House Gas ("GHG") reduction, the Company has made a commitment to Science Based Targets Initiative (SBTi) to reduce scope 1 and 2 GHG emissions by 88% per employee and scope 3 GHG emissions by 69% per million kilometer by the year 2033 from a 2018 base year. The Company has prepared its first Integrated report in alignment with the International Integrated Reporting (IIRC) framework and Global Reporting Initiative (GRI) Standards.

Specific initiatives taken in this regard are detailed in Annexure VII of this report. These efforts have resulted in reduction in energy and costs, improved process efficiencies and increased customer satisfaction.

Business Responsibility Report

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report 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 2021-22, in the prescribed format is available as a separate section and forms part of this Integrated Annual Report.

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 report.

U. POLICIES

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

V. SECRETARIAL

Authorised Share Capital

The authorised share capital of the Company as on 31st March, 2022 was 105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of Rs.10/- each.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company allotted 2,01,278 equity shares of face value of Rs.10/- each to the eligible employees/ex-employees of the Company towards exercise of RSUs and stock options under the RSU Plan 2018 and KESOS Scheme 2012, respectively. 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.

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 Rs.)
1st April, 2021 Opening issued, subscribed and paid-up share capital - 7,16,70,340 71,67,03,400
12th April, 2021 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 41,663 7,17,12,003 71,71,20,030
12th July, 2021 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 25,661
Allotment of equity shares to employees pursuant to exercise of KESOS granted under the KESOS Scheme 2012 39,444 7,17,77,108 71,77,71,080
9th October, 2021 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 86,428 7,18,63,536 71,86,35,360
10th January, 2022 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 8,082 7,18,71,618 71,87,16,180
31st March, 2022 Closing issued, subscribed and paid-up share capital - 7,18,71,618 71,87,16,180

Changes in the equity share capital from 1st April, 2022 to date of this report

On 11th April, 2022 the Company has allotted 64,085 equity shares to eligible RSU Holders on exercise of RSUs granted under the RSU Plan 2018. Consequently, the issued, subscribed and paid-up share capital of the Company as on the date of this report is Rs.71,93,57,030/- (divided into 7,19,35,703 equity shares of Rs.10/- each fully paid-up).

Annual Return

The Annual Return of the Company for the financial year ended 31st March, 2022 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://mahindralogistics.com/financial-information/.

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. 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 Companys 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 Boards 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;

• No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 was made against the Company during the financial year under review nor are there any pending proceedings for the same.

ACKNOWLEDGMENTS

The financial year 2021-22 saw waves of COVID-19 as we return to an adapted form of normalcy.

We thank our customers, vendors, business associates, investors, shareholders and bankers for their continued support. We also would like to place on record our deep appreciation to all the employees for their hardwork and contribution, which was the fulcrum of our performance.

For and on behalf of the Board of Directors
Dr. Anish Shah
Place: Mumbai Chairman
Date: 26th April, 2022 DIN: 02719429