Mahindra Logistics Ltd Directors Report

Indias logistics sector demonstrated resilience in the financial year 2025-26, supported by strong tailwinds across key verticals. The rise in e-commerce and quick commerce drove significant demand for last-mile delivery and contract logistics, while sustained growth in auto, pharma, consumer goods, and telecom increased freight volumes across contract logistics and express services in those sectors. Despite supply chain disruptions emanating from geopolitical tensions, the domestic logistics market remained on a firm growth trajectory, underpinned by rising consumption, improved connectivity and a more technology-enabled logistics ecosystem.

The Company has reached a meaningful inflection point, returning to profitability in the third quarter of financial year 2025-26 after eleven quarters of losses. This turnaround is a direct outcome of focused operational interventions, sharper execution on the ground, tighter cost discipline, and a more structured approach to customer and contract management. The stabilisation of leadership and operating teams has been central to this progress, with clearer ownership at ground level, stronger cross-functional alignment, and re-establishing execution rigour across regions and business lines enabling faster decision-making and consistent service delivery.

The Third-party Logistics business demonstrated strong operating momentum with revenue growing steadily driven by execution rigour and customer level profitability management. The Company is calibrating its own fleet usage on specific high-demand lanes, guided by a disciplined capital allocation framework anchored on utilisation, yields, and return metrics.

The Express business delivered healthy volume growth with improving yield levels, reflecting improved network discipline, go-to-market focus and improved service levels. Gross margins turned positive in the second quarter of financial year 2025-26, driven by stronger unit economics. Multiple operational initiatives currently underway are beginning to yield tangible results, reinforcing confidence in the scalability and profitability of this business.

The Last-Mile delivery business faced continued margin pressure stemming from pricing headwinds and select site-level strategic decisions. However, operational excellence remained evident with the business receiving multiple accolades from leading e-commerce partners for delivery quality, reliability, and performance during the festive peak season.

The Freight-Forwarding business delivered resilient performance, with topline expansion driven by improved trade flows, operating leverage, and a well-diversified customer base. This performance is particularly noteworthy given the prevailing global trade uncertainties, underscoring the operational maturity and adaptability of the business.

The Mobility business grew well across B2B and B2C segments. Operational focus centred on improving fleet utilisation in the asset-heavy segment. The launch of a new premium B2C brand signals a strategic step-up in service positioning.

Overall, the operational transformation at the Company is gaining momentum across business lines. Pricing discipline, contract rationalisation, cost efficiency, and accentuating the Mahindra culture are collectively driving a more resilient and scalable operating model, positioning the Company well for sustained profitability improvement ahead.

In financial year 2025-26, your Company experienced consolidated revenue growth of ~14.65% reaching to Rs. 6,999.30 crores, compared to the previous year. The core 3PL segment witnessed a positive momentum of 15.74% growth, Freight-Forwarding segment showed growth of 13.90%, Express segment showed a growth of 25.08% and Mobility segment showed a growth of 22.41%. PAT for the year stood at Rs. 10.57 crores, marking a return to profitability.

The consolidated Earnings Before Interest, Taxes, Depreciation and Amortisation ("EBITDA") grew by 32.54% to Rs. 376.47 crores for the financial year 2025-26, as compared to Rs. 284.05 crores for the previous financial year. Sustainability continues to remain a priority and is embedded in how we approach growth - from fleet choices and energy usage to warehouse design and partner ecosystems. As we scale, our focus remains on doing so responsibly, by aligning business performance with environmental stewardship and social progress.

Your Company has witnessed improvements in operational efficiency and productivity including Built-To-Suit ("BTS") whitespace sell-through, rate negotiations and overhead optimisation.

Your Company has a vision for excellence by positioning itself as a leader in technology. It has made significant progress towards the development of LogiOne - your Companys integrated tech ecosystem that delivers end-to-end visibility control, and optimisation by seamlessly connecting warehouses, transporters, and customers on a unified digital platform.

Further, the Company accelerated its digital agenda through the deployment of advanced solutions across the value chain, particularly leveraging the LogiOne ecosystem. This integrated digital approach has streamlined operations, improved visibility, and significantly enhanced service delivery outcomes.

In financial year 2025-26, standalone revenue of Rs. 5,671.98 crores was reported, an increase of 13.16%, from Rs. 5,012.56 crores in the previous financial year. Gross margin increased to 10.29% as compared to 9.90% in the previous financial year. EBITDA grew by 18.74% reaching to Rs. 352.94 crores compared to Rs. 297.24 crores in previous financial year PBT (before exceptional items) increased to Rs. 62.96 crores from Rs. 58.18 crores, witnessing a growth of 8.22% and PAT is at Rs. 43.02 crores in financial year 2025-26 compared to Rs. 43.50 crores in previous financial year The same translated into diluted earnings per share that stood at Rs. 4.78, compared to Rs. 5.80 in the previous financial year.

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

The outlook on the Long-term/Short-term credit facilities rating continues to be Stable.

The liquidity position of the Company is strong, supported by its cash & bank balance and liquid investments of Rs. 271.90 crores as on 31 March 2026. The credit rating reflects the Companys strong financial profile characterised by its low leverage and strong debt coverage, and a high degree of safety regarding timely servicing of its financial obligations.

Ratings issued by ICRA Limited are disclosed on the website of the Company and can be accessed at the weblink https7/mahindralogistirsrom/finanrial-results/ and website of the stock exchanges where equity shares of the Company are listed.

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

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

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

The Company publishes its Unaudited Consolidated and Standalone Financial Results which are subjected to limited review on a quarterly basis and Audited Consolidated and Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where equity shares of the Company are listed and the website of the Company. In accordance with Section 136 of the Act, the Annual Audited Consolidated & Standalone Financial Statements of Company, Financial Statements of the Subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https7/mahinriralogistirsrom/ financial-results/

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

During the financial year 2025-26, the Board at its meetings held on 11 July 2025 and 17 July 2025, approved fund raising by way of offer and issuance of fully paid-up equity shares on Rights Issue basis, in accordance with applicable laws, details of which are, as under:

There has been no deviation in the use of proceeds of the Rights Issue, from the Objects stated in the Letter of Offer dated 17 July 2025.

The statement confirming NIL deviations in the utilisation of funds from the objects stated in the offer document dated 17 July 2025, is uploaded on a quarterly basis on the stock exchanges where the equity shares of the Company are listed along with the submission of quarterly financial results, and same is also disclosed in the note no. 15 of the Standalone Financial Statements and forms part of this Integrated Annual Report .

As on 31 March 2026 and the date of this Report, the Company has six unlisted Subsidiaries, four of which are wholly-owned subsidiaries. The Subsidiary companies primarily deal in the business of transportation, freight-forwarding, express network business, last-mile delivery, mobility business and continue to contribute to the overall growth in revenues and performance of the Company. For the financial year 2025-26, the Subsidiaries contributed to 18.96% of the consolidated revenue of the Company.

Lords Freight (India) Private Limited ("Lords"), provides freight-forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During the financial year 2025-26, Lords earned revenue of Rs. 343.46 crores as against Rs. 298.73 crores in the previous year, registering a growth of 14.97% over previous financial year. Net profit after tax grew by 15.02% and stood at Rs. 7.35 crores for the financial year 2025-26 as against Rs. 6.39 crores for the previous financial year.

The Company holds 100% stake in Lords as on 31 March 2026.

2x2 Logistics Private Limited ("2x2"), specialises in offering automotive outbound logistics solutions to the four-wheeler industry and has a fleet of 200+ vehicles. During the financial year 2025-26, 2x2 earned revenue of Rs. 111.21 crores as against Rs. 85.07 crores in the previous financial year, registering a growth of 30.73% over previous financial year. Net profit after tax grew by 17.83% and stood at Rs. 14.41 crores for the financial year 2025-26 as against Rs. 12.23 crores for the previous financial year The Company holds 55% stake in 2x2 while the balance 45% is held by IVC Logistics Limited as on 31 March 2026.

MLL Express Services Private Limited ("MESPL"), headquartered in Gurgaon, provides B2B Express logistics services across the value chain under the brand name "Rivigo by Mahindra Logistics" During the financial year 2025-26, MESPL earned revenue of Rs. 459.16 crores as against Rs. 363.83 crores in the previous financial year, registering a growth of 26.20% over previous financial year. MESPL turned Gross Margin positive during the financial year under review, with a Gross Margin of Rs. 5.87 crores compared to Rs. (19.07) crores in the previous financial year Net loss after tax decreased by 29.86% and stood at Rs. 68.27 crores for the financial year 2025-26 as against Rs. 97.34 crores for the previous financial year The Company holds 100% stake in MESPL as on 31 March 2026.

MLL Mobility Private Limited ("MMPL") is in the business of providing passenger transportation in the ride hail segment and corporate transportation service solutions to companies in various sectors such as BPOs, Banking, IT and ITES. MMPL has over 150 owned EV vehicles. During the financial year 2025-26, MMPL earned revenue of Rs. 400.17 crores as against Rs. 320.53 crores in the previous financial year, registering a growth of 24.85% over previous financial year. Net profit after tax grew by 81.18% and stood at Rs. 9.82 crores for the financial year under review as against Rs. 5.42 crores for the previous financial year

The Company holds 100% stake in MMPL as on 31 March 2026.

ZipZap Logistics Private Limited ("ZipZap"), headquartered in Hyderabad, is a tech enabled last-mile delivery logistics company operating under the brand name "Whizzard" During the financial year 2025-26, ZipZap earned revenue of Rs. 219.71 crores as against Rs. 172.97 crores in the previous financial year, registering a growth of 27.02% over previous financial year Net profit after tax grew by 529.49% and stood at Rs. 4.91 crores for the financial year under review as against Rs. 0.78 crores for the previous financial year

The Company holds 64.10% of the issued share capital in ZipZap as on 31 March 2026.

V-Link Freight Services Private Limited ("V-link"), provides freight-forwarding, logistics and transportation, and air charter services. During the financial year 2025-26, V-link earned revenue of Rs. 4.55 crores as against Rs. 6.80 crores in the previous financial year, registering a de-growth of 33.09% over previous financial year Net Loss after tax reduced by 48.74% and stood at Rs. 0.50 crores for the financial year under review as against Rs. 0.98 crores in the previous financial year.

The Company holds 100% stake in V-link as on 31 March 2026. There was no addition in the Subsidiaries of the Company during the financial year 2025-26.

MGL was incorporated in United Kingdom on 6 December 2022 as a wholly-owned subsidiary of the Company, to provide freight-forwarding, logistics, transportation and air charter services. MGL had not commenced its operations post incorporation. MGL had made an application for voluntary strike off and dissolution in the financial year 2024-25 with the Registrar of Companies, United Kingdom, and during the financial year under review, MGL was dissolved and struck-off and ceased to be the Subsidiary of the Company with effect from 10 June 2025.

SMLPL is a joint venture of the Company, in the business of providing warehousing, trucking and other related services, primarily to Japanese automobile companies and Japanese auto ancillary companies and/or their respective automobile and/or auto ancillary Affiliates in India.

During the financial year 2025-26, SMLPL earned revenue of Rs. 0.03 crores as against the Nil revenue in the previous financial year. Net loss after tax stood at Rs. 0.38 crores during the financial year 2025-26 as against a net loss of Rs. 0.03 crores in the previous financial year.

The Company holds 50% stake in SMLPL as on 31 March 2026 while the balance 50% is held by Seino Holdings Co. Ltd, Japan.

Regulation 16(1)(c) of the SEBI Listing Regulations defines a "Material Subsidiary" to mean a Subsidiary, whose turnover or net worth exceeds 10% of the consolidated turnover or net worth, respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year In terms of the criteria laid down in the Policy for determining Material Subsidiaries, the SEBI Listing Regulations and basis performance of the Company vis- a-vis its Subsidiaries as on 31 March 2025, Lords Freight (India) Private Limited ("Lords"), was identified as Material Subsidiary of the Company for the financial year 2025-26. Further, in terms of the criteria laid down in the Policy for determining Material Subsidiaries, SEBI Listing Regulations and basis performance of the Company vis-a-vis its Subsidiaries as of 31 March 2026, Lords ceased to be the Material Subsidiary of the Company with effect from 1 April 2026 and there are no Subsidiaries, which fall under this definition of material subsidiaries for the financial year 2026-27.

In addition to the above, Regulation 24 of the SEBI Listing Regulations requires that at least one Independent Director on the Board of the listed entity shall be a Director on the Board of an unlisted Material Subsidiary, whether incorporated in India or not. For the purpose of this provision, Material Subsidiary means a Subsidiary, whose turnover or net worth exceeds 20% of the consolidated turnover or net worth, respectively, of the listed entity and its Subsidiaries as on 31 March 2026. There is no Subsidiary which falls under this definition of unlisted Material Subsidiary during the financial year under review.

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

There was no material change in nature of the business of the Subsidiaries or Joint Venture/Associate of the Company during the financial year 2025-26.

Mahindra & Mahindra Limited ("M&M") is the Holding and Promoter company of the Company. As on 1 April 2025, M&M was holding 4,18,12,257 equity shares, representing 57.97% of the share capital of the Company.

During the financial year under review, the Company has allotted 1,73,00,670 equity shares to M&M pursuant to the Rights Issue of the Company.

As on 31 March 2026, M&M holds 5,91,12,927 equity shares representing 59.58% of the share capital of the Company.

Your Company has completed the following investments during the financial year 2025-26:

As on 1 April 2025, the Company was holding 99.05% stake in Lords. During the financial year under review, the Company acquired the balance 22,500 Equity Shares of Rs. 10/- each representing 0.95% shareholding from the existing shareholder of Lords, making it a wholly owned subsidiary of the Company.

During the financial year under review, the Company subscribed to and was allotted 31,38,60,000 equity shares for an amount of Rs. 313.86 crores through rights issue offered in two tranches. MESPL utilised the proceeds for repayment of debt, to meet its working capital requirements, for continuing operations and for general & corporate purposes.

MESPL continues to be a 100% wholly owned subsidiary of the Company.

During the financial year under review, the Company subscribed to and was allotted 20,20,000 equity shares of V-link for an amount of Rs. 2.02 crores through rights issue. V-link had utilised the proceeds for repayment of debt. V-link continues to be a 100% wholly owned subsidiary of the Company.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2025-26 till the date of this Report i.e. from 1 April 2026 to 23 April 2026.

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

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

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

During the financial year 2025-26, with the approval of the Members at the 18th Annual General Meeting ("AGM"), the Company paid final dividend of Rs. 2.50 per equity share (being 25% of face value) for the financial year 2024-25 to the Members of the Company holding 7,21,31,470 equity shares as on Record Date for the purpose of dividend. The said dividend paid represented 41.45% of standalone PAT as of 31 March 2025 and resulted in cash outflow of Rs. 18.03 crores (including withholding tax of Rs. 1.48 crores). The Company has not declared or paid any Interim Dividend during the financial year under review.

Considering the performance of the Company for the financial year 2025-26, the Board of Directors of the Company have recommended a final dividend of Rs. 2.50 per equity share (being 25% of face value) out of the profits earned by the Company for the financial year 2025-26. The recommended equity dividend outgo represents 57.66% of standalone PAT as of 31 March 2026 and based on the issued share capital of the Company as on 31 March 2026, would result in cash outflow of approximately Rs. 24.81 crores including withholding tax, if declared.

The final dividend recommended for the financial year 2025-26 is in accordance with the parameters laid down in the Dividend Distribution Policy of the Company and is subject to approval of Members at the ensuing 19th AGM and deduction of tax at source. Final dividend, if approved, shall be payable to those Members whose names appear in the Register of Members and List of Beneficial Owners as on Friday, 10 July 2026 i.e. the Record Date.

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

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

In terms of the provisions of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), Rs. 31,990.50 of unpaid / unclaimed dividends for the financial year 2017-18 were transferred during the financial year under review to the IEPF. Further, all shares in respect of which dividend had not been paid or claimed for seven consecutive years, or more were also required to be transferred to IEPF. Accordingly, the Company had transferred 1,008 Equity Shares to IEPF Authority in compliance with Section 125 of the Act read with the IEPF Rules.

For details of unclaimed dividends and equity shares to be transferred to the IEPF, please refer the Report on Corporate Governance forming part of this Integrated Annual Report.

Throughout the financial year 2025-26, the Company continued its interactions with domestic and overseas analysts, investors and funds, establishing a relationship of transparency and mutual understanding.

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

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

To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, outcomes, audio-recordings, text transcripts etc. of the interactions held on its website and on the website of the stock exchanges where its equity shares are listed, at various stages of the interactions. The disclosures, presentation, text transcripts and the audio recordings of the interactions are also hosted on the website of the Company for a minimum period as prescribed under the SEBI Listing Regulations and the Archival Policy of the Company.

The investor relations information are uploaded on website of the Company and can be accessed from the weblink: hffpsV/mahindralogisfirsrom/invesfor-inferarfion/

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

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

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

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

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

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

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

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

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The 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.

During the financial year under review, the Company engaged an external independent consultant to conduct an audit of its risk control matrix and assess the design and operating effectiveness of the Internal Financial Controls. The findings of the audit indicated that there were no material weaknesses in the effectiveness of the internal control systems, no major deficiencies were identified in their design or operation, and the internal control systems were operating adequately

The Companys internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of 31 March 2026. During the financial year under review, neither the Internal Auditor nor the Statutory Auditors issued any letters indicating weaknesses in the internal controls.

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

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

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

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal auditors, and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the 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 operating effectively during the financial year 2025-26.

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 2025-26.

The Company has in place a robust process for approval and monitoring of Related Party Transactions and Dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions, as applicable, including the disclosures as specified in applicable law, along with the justification, are provided to the Audit Committee while seeking approval of Related Party Transactions.

All Related Party Transactions entered during the financial year 2025-26 were in the ordinary course of business and on arms length basis and pre-approved by the Independent Directors being the members of the Audit Committee of the Company. The said transactions were also in accordance with the Companys Policy on Materiality of and on Dealing with Related Party Transactions. Further, the Directors who are interested in the related party transaction(s) do not participate in the discussion and abstain from voting on the said matter at the respective Audit Committee meetings.

Prior omnibus approval of the Audit Committee is obtained for transactions of the Company with related parties which are repetitive in nature. Further, prior approval of the Audit Committee, is obtained for related party transactions proposed to be entered by the Subsidiary of the Company to which the Company is not a party, as required under Regulation 23 of the SEBI Listing Regulations. A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted as well as Material Related Party Transactions approved by the Members of the Company is reviewed/ monitored by the Audit Committee and the Board on a quarterly basis.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmation to this effect as required under Section 134(3)(h) of the Act is given in form AOC-2 annexed as Annexure II to this Boards Report and forms part of this Integrated Annual Report.

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

Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the note no. 36 and note no. 38 to the Standalone and Consolidated Financial Statements, respectively forming part of this Integrated Annual Report.

During the financial year under review, the Company has entered into material Related Party Transactions with M&M, the Holding Company and Promoter of the Company, which were in ordinary course and on arms length, and pre- approved by the Independent Directors being the members of the Audit Committee and within the overall limits approved by the Members of the Company at the 15th Annual General Meeting held on 29 July 2022, which is valid till the financial Year 2026-27. The Company proposes to seek approval of the Members at the ensuing 19th AGM for entering into new Material Related Party Transactions with M&M which will be valid till the 20th AGM of the Company to be held in the year 2027, details of which are specified in the Notice of the ensuing 19th AGM of the Company

The Companys Policy on Materiality of and on dealing with Related Party Transactions ("RPT Policy") as formulated by the Audit Committee and approved by the Board is uploaded on the website of the Company and can be accessed at the weblink: https7/mahinrimlogistirsrom/ policies/ During the financial year under review, the said Policy was amended to incorporate the relevant changes brought in the SEBI Listing Regulations.

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.: 117366W/W-100018) ("Deloitte") are the Statutory Auditors of the Company. The Members of the Company had at their 15th AGM held on 29 July 2022 granted their approval for re-appointment of Deloitte for a second term of five consecutive years commencing from the conclusion of the 15th AGM up to the conclusion of the 20th AGM of the Company to be held in the year 2027. Details of fees/remuneration paid to Auditors for the financial year 2025-26 are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The Statutory Auditors Reports on the Annual Audited Financial Statements for the financial year 2025-26 forms part of this Integrated Annual Report and is unmodified i.e. it does not contain any qualification, reservation, or adverse remark or disclaimer.

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Members of the Company had at the 18th AGM held on 21 July 2025 approved the appointment of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries ("MMJC"), a peer- reviewed firm of Company Secretaries (Firm Registration No. P2009MH007000) as the Secretarial Auditors of the Company for the first term of five consecutive financial years commencing from 1 April 2025 till 31 March 2030 to conduct Secretarial Audit of the Company. In addition, the Board of the Company have also approved seeking from MMJC, the Annual Secretarial Compliance Report, Corporate Governance Compliance Certificate, Certificate of Non-Disqualification of Directors, Certificates on compliance of the ESOP Schemes of the Company as per the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") and such other certificates/ confirmations as may be required under the applicable law. All services rendered by the Secretarial Auditors are pre-approved by the Board. During the financial year under review, the Secretarial Auditors have not offered any prohibitory services to the Company.

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2026 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2026 is annexed as Annexure III to this Boards Report and forms part of this Integrated Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2026 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI Master Circular for compliance with the provisions of the SEBI Listing Regulations by listed entities is annexed to the Report on Corporate Governance and forms part of this Integrated Annual Report.

The Annual Secretarial Compliance Report is also uploaded on the website of the stock exchanges where the equity shares of the Company are listed and on the website of the Company and can be accessed at the weblink: httpsV/mahinriralogistirsrom/finanrial-resiilts/serretarial- romplianre-reports/

Lords, was identified as Material Unlisted Subsidiary of the Company for the financial year under review. Pursuant to the requirement of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Lords, undertaken by M/s. Parikh & Associates (Firm Registration No. P1988MH009800), a peer reviewed firm of Company Secretaries and Secretarial Auditor of Lords, is annexed as Annexure IV to this Boards Report and forms part of this Integrated Annual Report. The said report is unmodified i.e. it does not contain any qualification, reservation, or adverse remark.

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 1 April 2020, who reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which inter alia, covers core business operations as well as support functions which is reviewed and approved by the Audit Committee on an annual basis. The Internal Audit approach verifies compliance with the operational and system related procedures and controls.

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

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

For the financial year 2025-26, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable for the business activities of the Company.

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

Particulars of loans given and investments made by the Company during the financial year 2025-26 and the purpose for which the loan is utilised by the recipient are disclosed in note nos. 7 and 8 to the Standalone Financial Statements forming part of this Integrated Annual Report. No loans/advances have been made to companies/firms in which Directors are interested. During the financial year under review, the Company has not granted guarantees/ securities in connection with any loans given.

The transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing Regulations are disclosed in the above-mentioned notes to the Standalone Financial Statements forming part of this Integrated Annual Report.

The Company has not accepted any deposits from the public or its employees, during the financial year under review and no amount on account of principal or interest thereon was outstanding as of 31 March 2026.

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

The inter-corporate deposit availed by the Company from M&M, Holding and Promoter Company, was repaid during the financial year under review. The details of the above mentioned inter-corporate deposit along with the transaction(s) of the Company with any person/entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI Listing Regulations are disclosed separately in the Standalone Financial Statements of the Company forming part of this Integrated Annual Report.

As on 31 March 2026, the following persons are designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr Hemant Sikka, Managing Director & Chief Executive Officer;

2. Ms. Isha Dalal, Chief Financial Officer;

3. Mr Jignesh Parikh, Company Secretary.

Mr Rampraveen Swaminathan (DIN:01300682), the erstwhile MD & CEO of the Company, had tendered his resignation as the MD & CEO as well as the Director of the Company on 21 April 2025, which was effective from close of 4 May 2025, to pursue other professional interests. Consequently, he ceased to be the MD & CEO and KMP of the Company effective the said date.

Further, basis the recommendation of the Nomination and Remuneration Committee ("NRC") and the Board at its meetings held on 21 April 2025, the Members of the Company at the 18th AGM of the Company, held on 21 July 2025, approved the appointment of Mr. Hemant Sikka (DIN:00922281) as the Managing Director of the Company designated as "Managing Director & Chief

Executive Officer" and KMP of the Company for a period of Rs. (five) years with effect from Rs. May 2025 to 4 May 2030 (both days inclusive).

Mr. Saurabh Taneja, the erstwhile CFO of the Company, had tendered his resignation from the services of the Company to pursue a career opportunity outside the Company, with effect from close of business hours of 19 September 2025. Consequently, he ceased to be the CFO and KMP of the Company effective the said date.

Further, basis the recommendation of the NRC and Audit Committee, the Board at its meeting held on 26 August 2025, appointed Ms. Isha Dalal as the CFO and KMP of the Company with effect from 22 September 2025.

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

The Company has three Employee Stock Option schemes:

1. Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS Scheme 2012") (pre-IPO Scheme);

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

3. Mahindra Logistics Limited - Performance Stock Unit Plan 2025 ("PSU Plan 2025"). collectively referred to as "Schemes"

In terms of Regulation 46(2)(za) of the SEBI Listing Regulations, the Company has uploaded the Schemes on the website of the Company and the same can be accessed at the weblink: https7/mahindralogistirsrom/ disrlosures-under-sebi-regulation/disrlosures-under-sebi- regulation-462/

Further, basis the recommendation of the NRC and the Board of Directors at its meetings held on 12 June 2025, the Members of the Company at the 18th AGM of the Company, held on 21 July 2025, approved the implementation of PSU Plan 2025 to grant Performance Stock Units to the employees of the Company and Subsidiary company(ies) of the Company under the PSU Plan 2025. There were no changes made to the KESOS Scheme 2012, RSU Plan 2018 or PSU Plan 2025 subsequent to the approval accorded at the 18th AGM, during the financial year under review.

During the financial year under review, the NRC has granted Restricted Stock Unit ("RSUs") & Performance Stock Unit ("PSUs") to the eligible employees of the Company and the Subsidiary companies in accordance with the RSU Plan 2018 & PSU Plan 2025 respectively, as approved by the Members. No eligible employee (including Director) of the Company has been granted RSUs/ PSUs equal to or exceeding 1% of the issued share capital of the Company at the time of grant. During the financial year under review, no stock options were granted under the KESOS Scheme 2012 and there were no outstanding stock options under the KESOS Scheme 2012 as on 31 March 2026.

MMJC, Secretarial Auditor of the Company, has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI SBEB & SE Regulations, as applicable and the resolutions passed by the Members for the respective Schemes. The NRC has at its meeting held on 23 April 2026 reviewed and took note of the implementation of the Schemes in line with the approvals granted and the compliance certificate issued by the Secretarial Auditor. Copy of the compliance certificates would be placed at the 19th AGM for inspection by the Members. Disclosures with respect to the Schemes implemented by the Company, as required under Regulation 14 of the SEBI SBEB & SE Regulations are uploaded on the website of the Company and can be accessed at the weblink: https:// mahindraloeistics.com/financial-results/annual-result/.

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 V to this Boards Report and forms part of this Integrated Annual Report.

Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink: httpsy/mahinriralogistirsmm/finanrial-resiilts/ Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at cs mll@mahinriralogi.stir.srom

Our people remain central to our journey of building a future-ready, agile and high-performing organisation. The Companys Human Resource strategy continued to focus on strengthening inclusion, enhancing employee experience, building leadership capability and driving impact through structured, data-led interventions. These efforts are aligned to our long-term growth ambitions and reinforce our commitment to being a people-first organisation.

Your Company remains deeply committed to fostering an inclusive workplace where every individual feels valued and empowered. We strengthened our focus on creating safe and respectful workplaces through structured, scalable interventions across employee groups. Our approach combined digital learning with on-ground capability building to ensure consistent awareness and adoption across the organisation.

Key initiatives undertaken during the financial year 2025-26 include:

• Rollout of a comprehensive Prevention of Sexual Harassment ("POSH") e-module for white-collar employees, achieving an 80% completion rate and covering nearly 3,200+ employees.

• In-person Train-the-Trainer sessions across four regions, equipping Business Human Resource ("HR") professionals to deliver POSH sensitisation at frontline locations.

• On-ground sensitisation at identified sites with women employees, covering 60%+ of such locations and reaching ~2,500+ blue-collar employees, reinforcing a culture of dignity and respect at the shopfloor level.

These initiatives have strengthened awareness and reinforced a culture of safety and respect across the organisation. They reflect the Companys continued commitment to building an inclusive and supportive workplace for all employees.

Building on this foundation, the Company continues to strengthen inclusive talent practices through targeted initiatives. In partnership with Internshala, the Pride Internship Programme supports LGBTQIA+ representation by creating structured pathways into the workforce. Over the past two years, the programme has onboarded interns across multiple functions, with select participants transitioning into full-time roles, reinforcing the Companys commitment to building sustainable and inclusive career opportunities.

At the Company, talent management goes beyond evaluation, it focuses on enabling continuous growth, capability building and alignment with organisational goals. Our approach integrates structured onboarding, ongoing performance conversations and targeted learning interventions to drive role clarity and effectiveness.

Through platforms such as Unnati and Gurukul, employees are empowered with continuous feedback, learning opportunities and clear development pathways. A strong leadership pipeline, supported by programmes like LEAP and FLEX, ensures readiness for future roles, while a robust grievance redressal mechanism reinforces transparency, trust and accountability across the organisation.

Logistics Accelerated Management Programme ("LAMP"): LAMP onboarded 28 Management Trainees from diverse campuses, including Tier 3 and Tier 4 institutes, through a structured hire-to-develop model. The one-year programme builds cross-functional capability and talent fungibility It strengthens the leadership pipeline while creating a deployable and future-ready workforce.

Leadership Excellence Acceleration Programme ("LEAP"): LEAP is designed to build strategic and leadership capabilities among mid-to-senior leaders through curated learning and real-time business problem solving. The programme enhances decision-making and leadership effectiveness. LEAP has graduated 16 leaders to date, with many moving into expanded leadership roles.

Future Leadership Excellence ("FLEX"): FLEX focuses on developing frontline and mid-level leaders for larger operational roles. It builds functional expertise, people management and site leadership readiness. During the financial year 2025-26, 157+ employees participated, with 61 progressing into Account Delivery Manager and higher roles.

Learning & Capability Building (Gurukul & MLL Ki Paathshala): The Company delivered over 39,000 learning hours with 85% employee coverage through Gurukul and Training Need Identification - led interventions. MLL Ki Paathshala contributed ~26,100+ learning hours across 3700+ employees through focused, role-based sessions. This strengthened continuous learning and role readiness across the organisation.

Performance & Capability Interventions (Unnati & Nectar): The Unnati framework enabled continuous performance management through structured goal setting and feedback. Over 24,300+ goal check-ins on Nectar drove alignment and accountability. Performance Improvement

Plan continued as a developmental intervention, supporting capability building and manager effectiveness.

Functional & Central Onboarding: The Functional Onboarding programme accelerated role readiness through structured digital learning on operations, compliance and culture. The Central Onboarding programme ensured a consistent onboarding experience across the organisation. It achieved a strong feedback score of 4.75 out of 5, reflecting high employee satisfaction.

Rewards & Recognition ("R&R"): The Companys digital R&R framework strengthened engagement and recognition across the workforce. During the financial year 2025-26, 800+ employees were recognised through structured programmes. Long Service Awards honoured 700+ employees, alongside 20+ employees receiving MD & CEO Spot Awards for exceptional contributions aligned to Company values.

Collaboration, Agility and Boldness ("CAB"): CAB behaviours were embedded through structured leadership sessions across 329 employees in 35 cities. These sessions focused on strengthening collaboration, agility and bold decision-making. The learnings were further cascaded across teams to drive organisation-wide adoption.

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

Assessing and review of Safety report is done on periodical basis which helps to improve standing among the partners and suppliers which increase productivity as employees are safer, healthier, happier, and better motivated.

Our Safety Management System is governed by the EHS Policy and management approach which includes Near-Miss and Incident Reporting, Safety Kaizen initiatives, Safety Observation Tours, LIFE 2.0 program, and cutting- edge AR/VR safety training modules.

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

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

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

The Company has also embraced digital initiatives to enhance safety practices. It leverages on technologies like AR/VR fire safety training module for effective learning through immersive simulations. Additionally, M-Safe application and BI Dashboard tools provide comprehensive reporting on safety lead and lag indicators.

During the financial year under review, the Company has organised various engaging events to promote a culture of safety - Fire Service Week, World Environment Day, Drivers Day, National Electrical Safety Week, National Road Safety Week, 55th National Safety Month.

Our competency programs train employees in defensive driving, first aid, firefighting, emergency preparedness and forklift operations.

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

Besides the above, the Company in Line with its annual functional priorities, advanced several quality-led initiatives focused on improving operational efficiency, enhancing customer experience, and accelerating digital transformation. A strong emphasis was placed on delivering First-Time-Right ("FTR") solutions, underscoring our commitment to service reliability and excellence. The Company also institutionalised a structured Customer Satisfaction Index ("CSI") framework, implemented a robust Customer Complaint Management ("CCM") system, and strengthened collaboration with Business Associates to drive greater synergy and performance.

Alongside process and technology advancements, the Company continued to invest in capability building and employee engagement, ensuring a future-ready workforce aligned with its growth ambitions. Collectively, these initiatives have strengthened the Companys maturity within the TMW framework, sustaining its distinguished position at "TMW Stage 5."

During the financial year under review, the Company has successfully secured re-certification of its Integrated Management System ("IMS") for its 3PL operations, encompassing ISO 9001 (Quality Management), ISO 14001 (Environmental Management), and ISO 45001 (Occupational Health & Safety). This achievement reinforces our steadfast commitment to operational excellence, environmental stewardship, and the safety and well-being of our workforce.

At your Company, standardisation is central to delivering scalable and dependable services. Without well-defined standards, consistency in products and services cannot be ensured. Our IMS framework enables the institutionalisation of best practices, strengthens process discipline, and drives uniformity across operations—resulting in improved efficiency and reduced variability.

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

The Company continually focusses on the capability building programs as per the needs of the employees and feedback from the customers.

As on 31 March 2026 and the date of this Report, the Board of the Company consists of eight Directors comprising of two Non-Executive (Non-Independent) Directors including Chairman of the Board, an Executive Director (MD & CEO), and five Independent Directors, of whom two are Women Independent Directors.

Except to the above, there were no other appointments or resignations or cessations of Directors during the financial year under review.

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

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

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

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

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

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

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

All Directors of the Company as on 31 March 2026 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 outcome and results of evaluation exercise for the financial year 2025-26 is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The Directors are provided many opportunities to familiarise themselves with the Company, its management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board to familiarise them. In addition, the Company periodically organises interactive sessions for the Independent Directors, wherein external experts are invited to provide insights on industry developments, emerging trends and the evolving business and regulatory landscape.

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 MD & 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 organisational structure, constitution, terms of reference of the Committees, board procedures, management strategies, etc. Further, the Directors are, on a quarterly basis, apprised of the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, and meetings held during a quarter.

The Directors are updated by the Management at the Board meetings by way of presentations which include industry outlook, competition update, company overview, risks and mitigation plans, periodic review of investments including detailed operational update on business acquisitions/ investments, capital expenditure proposals, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, etc. which give insight to the Directors and allows them an opportunity to provide inputs to the Management. The Company Secretary briefs the Directors about regulatory responsibilities as a Director and changes in the corporate laws and regulations. This allows Directors to leverage their expertise on strategic initiatives while also immersing them in the intricacies of execution and the challenges associated with specific Businesses.

Details of familiarisation programs imparted during the financial year under review in accordance with the requirements of the SEBI Listing Regulations are available on the website of the Company and can be accessed at the weblink: httpsV/mahinriralogistirsrom/riisrlosiires-iinrier- sebi-regulation/

The Policy is uploaded on website of the Company and can be accessed from the weblink: httpsV/mahindmlogistirs rom/poliries/

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

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

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

The MD & CEO of the Company is paid remuneration within the overall terms and limits approved by the Members of the Company.

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

As indicated in the Notice of the 18th AGM of the Company held on 21 July 2025, Mr. Hemant Sikka joined Mahindra Group in 2000 and was employed with M&M, Holding company of the Company, as President of Farm Equipment Sector before he was appointed as MD & CEO of the Company. As an employee of M&M, Mr. Hemant Sikka was granted stock options of M&M which continued to vest with him as per the terms and conditions specified in the letter of grant by M&M, during the tenure of his appointment as MD & CEO of the Company The details of perquisite value of ESOPs of M&M exercised by Mr. Hemant Sikka during the financial year under review is provided in Annexure V of this Boards Report and Report on Corporate Governance, which forms part of this Integrated Annual Report.

Except as mentioned herein, Mr. Hemant Sikka did not receive any other remuneration from Holding Company/Subsidiaries of the Company during the financial year 2025-26.

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

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

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

a. In the preparation of the annual accounts for the financial year ended 31 March 2026 the applicable accounting standards had been followed and there are no material departures therein;

b. They had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31 March 2026 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 31 March 2026; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2026.

During the financial year ended 31 March 2026, nine Board meetings were held through physical, audio-video conferencing and hybrid mode (electronic and physical attendance). For details of meetings of the Board, please refer to the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The 18th AGM of the Company was held on Monday, 21 July 2025 through audio video conferencing facility. The AGM was attended electronically by 60 members.

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, MD & CEO and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the 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 through audio-video conferencing i.e. on 16 April 2025 and 17 October 2025. The Meetings were attended by all Independent Directors of the Company.

As on 31 March 2026, the Audit Committee of the Company comprised of six Non-Executive Directors, out of which five are Independent Directors and one is Non-Executive (Non-Independent Director). All Members of the Audit Committee including the Chairman possess strong accounting and financial management knowledge.

Composition of Audit Committee

Details of the composition of the Audit Committee as on 31 March 2026 is given hereunder:

1. Mr Ranu Vohra (DIN: 00153547), Independent Director - Chairman

2. Mr Darius Pandole (DIN: 00727320), Independent Director - Member

3. Ms. Avani Davda (DIN: 07504739), Independent Director - Member

4. Ms. Malvika Sinha (DIN: 08373142), Independent Director - Member

5. Mr. Ameet Hariani (DIN: 00087866), Independent Director - Member

6. Mr Naveen Raju (DIN: 07653394), Non-Executive (Non-Independent) Director - Member

There was no change in the terms of reference of the Audit Committee, during the financial year under review.

During the financial year 2025-26, following change was made in the composition of the Audit Committee:

- Mr Dhananjay Mungale ceased to be a member of the Audit Committee with effect from the close of 21 July 2025, upon completion of term as an Independent Director on 21 July 2025.

- Induction of Mr Naveen Raju, Non-Executive (Non- Independent) Director, as a Member of the Audit Committee with effect from 22 July 2025.

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

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

Details of other Board Committees constituted under the Act and the SEBI Listing Regulations, their compositions, meetings held, attendance of the Members at the Committee Meetings are provided in the Report on Corporate Governance which forms part of 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: hftps7/mahindralogistirsrom/board- of-dirertors/#rommittee

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

The Companys Corporate Governance philosophy and practices are further strengthened through TMW assessments, the Groups Business Excellence model, and various policies and codes adopted by the Company.

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

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

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

• Online web-portal: https/ethirs 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 ofthe Audit Committee through e-mail: mil vigil@mahindralogistirsrom or by letter addressed to -

The Chairman, Audit Committee C/o Chief Ethics Officer, Mahindra Logistics Limited - Arena Space, 10th & 11th Floor, Plot No. 20, Jogeshwari Vikhroli Link Road, Near Majas Bus Depot, Jogeshwari - (East), Mumbai -400060.

During the financial year under review, the Company has received 21 whistle blower complaints, out of which 13 complaints were investigated and appropriate actions were taken, and investigations are underway for the remaining 8 complaints. A quarterly report on the whistle- blower complaints received by the Company is placed before the Audit Committee for its review. The MD & CEO and CFO of the Company have certified to the Board and Audit Committee that during the financial year under review, no personnel were denied access to the Chairman of Audit Committee.

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

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

To implement this Policy effectively, Internal Committees ("ICs") have been constituted at a central level as well as across all four regions — East, West, North and South — in compliance with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. Each committee comprises a minimum of 50% women members and includes a Presiding Officer, an external member, and a POSH Secretary as default members. Regional Single Point of Contact ("SPOCs") and dedicated email addresses are available to facilitate the confidential reporting of complaints.

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

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

The details and status on the sexual harassment complaints for the financial year 2025-26 are as follow:

• Number of complaints pending resolution as on 1 April 2025 - Nil

• Number of sexual harassment complaints received during the financial year under review - 13 (Thirteen)

• Number of such complaints disposed of during the financial year under review - 9 (Nine)

• Number of cases pending as on 31 March 2026 - 4 (Four)

• Number of cases pending for more than 90 days - Nil

Your Company is in compliance with all the applicable provision of the Maternity Benefit Act, 1961 as well as provides parental benefits to the eligible employees and has policies, systems and processes in place to ensure ongoing compliance.

The Company has a well-defined Risk Management Policy and framework which sets out the objectives and elements of risk management within the Company, helps to promote risk awareness amongst various business verticals and integrate risk management within the corporate culture. The Risk Management Policy inter alia defines 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 Risk Management Committee reviews the Risk Management Policy every two years and periodically reviews the framework considering the industry dynamics, evolving complexities, economic environment, increased competition, acquisitions made, change in laws, regulations and policies by the Government Authorities, working capital requirements of the Company and its impact on the business operations and other developments.

During the financial year under review, the Risk Management Policy was amended to inter alia align with the changing industry dynamics and evolving complexity due to increase in the size & operations of the Company along with updation of templates for reporting of risks. Further, the Risk Management Committee reviewed and evaluated the risks associated with the business and monitored the mitigation plans in line with the Risk Management Policy and framework adopted by the Company to cover all potential risks - Financial, Operational, Sectoral, Sustainability, Environmental, Social and Governance ("ESG"), Information Risks, Cyber Security risks, risks related to acquisitions etc. and was of the view that the risk management systems and framework are operating adequately.

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

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

The Chief Financial Officer is appointed as the Chief Risk Officer of the Company.

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

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

The CSR Committee of the Board plays a crucial role in steering and supervising our CSR strategy and initiatives. This is done in accordance with the comprehensive CSR Policy adopted by the Board, which outlines key focus areas for intervention. These focus areas serve as the foundation for designing and implementing programmes, projects and activities that drive tangible and lasting improvements across targeted stakeholder groups.

During the financial year under review, the Company continued to implement CSR initiatives in line with its defined focus areas and CSR Policy, positively impacting over 56,291 beneficiaries through 7,657 volunteers contributing 13,148 volunteering hours across India. The Company also encourages active employee participation in its CSR initiatives, fostering a culture of volunteerism and collective responsibility towards community development.

The Company believes that the upliftment of rural and underprivileged communities is vital for sustainable development. Our CSR initiatives focus on villages, urban slums, and other underserved areas, addressing key issues such as health and sanitation, safe drinking water, malnutrition, education, youth development, womens empowerment, farmer support, infrastructure development, and police welfare. These programmes are designed to enhance capabilities, improve living conditions, and reinforce human dignity and self-respect.

Key activities include health camps, road safety training, police welfare activities, road safety initiatives, hygiene awareness programs, HIV/AIDS awareness and testing, family welfare initiatives, Swachh Bharat Abhiyan drives, and distribution of essentials such as ration kits, sanitary pads, and blankets. We also support underprivileged schools, orphanages, senior citizens, and community celebrations, integrating meaningful social messages to promote awareness and inclusion.

During the financial year 2025-26, these initiatives positively impacted over 54,487 beneficiaries across India through 7,592 volunteers contributing 12,989 volunteering hours, reflecting the Companys continued commitment to fostering community development and encouraging active employee participation in building a more equitable and resilient society.

The Company supported 1,350 girls through the Nanhi Kali initiative of the K.C. Mahindra Education Trust, which aims to ensure that every girl child in India has access to education. The programme targets beneficiaries from backward communities in Barabanki (Uttar Pradesh), and Nashik (Maharashtra).

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

During the financial year 2025-26, the Company supported 454 individuals across the country through this project by imparting Skill Development training to 114 women, 327 youths and 13 persons with disabilities from marginalised communities. Successful 50 candidates were felicitated for their achievements.

The CSR Committee, constituted in compliance with the provisions of the Act read with the applicable rules made thereunder consists of four Directors, of whom one half are Independent Directors. Details of the composition of the CSR Committee as on 31 March 2026 is given hereunder:

1. Mr Ranu Vohra, Independent Director - Chairman

2. Ms. Malvika Sinha, Independent Director - Member

3. Mr Hemant Sikka, Managing Director and CEO - Member

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

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

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

Consequent to the cessation of Mr. Rampraveen Swaminathan as the MD & CEO and as Director of the Company, he also ceased to be a Member of the CSR Committee with effect from the close of 4 May 2025. Thereafter, the CSR Committee was re-constituted with effect from Rs. May 2025, by inducting Mr Hemant Sikka, MD & CEO, as a Member of the CSR Committee.

The composition of the CSR Committee is uploaded on the website of the Company and can be accessed through the weblink: https://mahinrimlogistirsrom/boarri-of-directors/#mmmittee

The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee. The CSR Policy including a brief overview of the projects or programs approved by the Board with implementation schedule thereof, is uploaded on website of the Company and can be accessed through the weblink: https://mahindmlogistics rom/poliries/ During the financial year under review, there have been no changes to the CSR Policy, except to the extent of updating the Annexure 2 of the CSR Policy which provides the CSR projects approved by the Board for the financial year 2025-26.

During the financial year under review, your Company has spent Rs. 1.62 crores on CSR activities undertaken in terms of the CSR Annual Action Plan recommended by the CSR Committee and approved by the Board. There is no unspent CSR expenditure as on 31 March 2026.

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

The Annual Report on CSR activities for the financial year 2025-26 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure VI to this Boards Report and forms part of this Integrated Annual Report.

The Companys sustainability strategy is aligned with the Mahindra Groups Sustainability Framework aiming to fulfil the Groups vision Together We Rise for Planet Positive through Sustainability initiatives mapped under three core pillars: Greening our Operations, Decarbonising Delivery and Advancing the Ecosystem.

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

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

• Environment positive mobility solutions for people transport.

• Collaborating with stakeholders for developing Electric Vehicle charging infrastructure powered by renewable energy.

We believe sustainable logistics can only be driven through a holistic integrated approach of environment, social and governance. We also believe in continuous collaboration with our clients, business associates and other stakeholders to deliver on rising consumer demand for environmental responsibility and regulatory compliance.

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

The BRSR is also uploaded on the website of the Company and can be accessed at the weblink: https// mahinriralogistirsrom/finanrial-resiilts/anni.ial-resi.ilt/

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 are provided in Annexure VII to this Boards Report and forms part of this Integrated Annual Report.

U. Policies

The details of the Key Policies adopted by the Company are mentioned at Annexure VIII to this Boards Report and forms part of this Integrated Annual Report.

V. Secretarial Authorised Share Capital

The authorised share capital of the Company as on 31 March 2026 was Rs. 200,00,00,000/- divided into 20,00,00,000 equity shares of the face value of Rs. 10/- each.

During the financial year under review, based on the approval accorded by the Members of the Company at the 18th AGM, the Authorised Share Capital of the Company was increased from Rs. 105,00,00,000/- (Rupees One Hundred Five Crores) divided into 10,50,00,000 (Ten Crores and Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) equity shares of Rs. 10/- (Rupees Ten) each by creation of additional 9,50,00,000 (Nine Crore and Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company has allotted 2,70,49,301 equity shares of face value of Rs. 10/- each on Rights Issue basis to the eligible shareholders of the Company and 41,712 equity shares of face value of Rs. 10/- each to the eligible employees of the Company & its Subsidiary companies pursuant to exercise of RSUs by them under the RSU Plan 2018. The equity shares issued and allotted during the financial year under review rank pari-passu with the existing equity shares of the Company in all respects and are listed on stock exchanges were the equity shares of the Company are listed.

As on 31 March 2026, 100% of the paid-up share capital of the Company is held in dematerialised mode.

The movement in the issued/subscribed and paid-up share capital during the financial year under review is, as under:

There is no change in the equity share capital of the Company from 1 April 2026 to the date of this Report.

The Annual Return of the Company for the financial year ended 31 March 2026 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// mahinriralogistirsrom/finanrial-resiilts/anniial-resiilt/

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

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

During the financial year under review, no fresh proceeding was initiated against the Company and one proceeding which was pending and filed against the Company by an operational creditor under the Insolvency and Bankruptcy Code, 2016, was withdrawn and settled.

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 or Qualified Institutional Placement;

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

• Suspension of trading of equity shares of the Company;

• Revision made in Financial Statements or the 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.

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