Mahindra Logistics Ltd Directors Report.

Dear Shareholders,

The Board of Directors of Mahindra Logistics Limited ("the Company") is pleased to present their Fourteenth Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2021 ("financial year under review" or "financial year 2020-21").

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

(Rs in crores)

Particulars

Standalone

Consolidated

Financial year 2020-21 Financial year 2019-20 Financial year 2020-21 Financial year 2019-20
Income
Revenue from Operations 2,959.11 3,260.90 3,263.72 3,471.14
Other Income 15.50 13.29 17.47 13.98
Total Income 2,974.61 3,274.19 3,281.19 3,485.12
Expenses
Employee benefit expenses 280.43 291.14 296.46 306.66
Operating expenses 2,494.56 2,756.70 2,764.30 2,934.16
Other expenses 63.12 65.28 68.74 72.05
Depreciation and amortisation expenses 82.75 65.95 89.65 73.43
Finance cost 17.11 14.43 20.09 17.63
Total Expenses 2,937.97 3,193.50 3,239.24 3,403.93
Profit before exceptional items and tax 36.64 80.69 41.95 81.19
Exceptional items (net) 4.00 - 2.75 -
Profit Before Tax ("PBT") 32.64 80.69 39.20 81.19
Provision for tax 8.65 25.55 10.02 25.74
Profit After Tax ("PAT") 23.99 55.14 29.18 55.45
Share of loss of joint venture - - (0.39) (0.61)
Non-controlling interests - - (1.21) (0.28)
Profit after tax, post share of loss of Joint venture and non-controlling interests 23.99 55.14 30.00 55.12
Other comprehensive income
Re-measurements of the defined benefit plans - Gains/(Losses) 0.09 0.46 0.07 0.43
Income tax relating to items that will not be reclassified to profit & loss (0.02) (0.12) (0.01) (0.11)
Total other comprehensive income 0.07 0.34 0.06 0.32
Total comprehensive income 24.06 55.48 28.85 55.16
Attributable to
(a) Shareholders of the Company 24.06 55.48 30.06 55.44
(b) Non-Controlling interest - - (1.21) (0.28)
Balance of Profit from earlier years 353.57 319.42 352.91 318.80
Dividend Paid (10.74) (15.50) (10.74) (15.50)
Balance carried forward to reserves 366.89 353.57 369.68 352.91
Net worth 551.17 530.63 553.96 529.97

The coronavirus pandemic ("Covid-19") outbreak last year had a large impact on the Countrys economy as well as businesses across the spectrum. The logistics sector with an estimated size of $215 billion also suffered the brunt of these unprecedented circumstances. However, with the progression of the lockdown easing, people and businesses across the Nation began adjusting to the new normal and the economy started its path back towards recovery with logistics being a driving force across. Indicators such as rise in e-Way bill collections, increased rail freight activity and improving port volumes etc., continued to suggest a strong uptick in logistics activity and the gradual recovery of the economy and industry broadly.

Despite challenges, the Company remained focused on delivering value through customised solutions, operational excellence and enhanced digitisation. With strong customer partnerships, deep solution capabilities, customer expansion, process efficiencies and product innovations across the organisation, the Company was able to maintain profitable growth in the prevalent economic scenario.

The Company continues to ensure safety and sanitisation measures across its locations and is following increased protocols to ensure all involved are safe and secure.

We have in place programs to support our ecosystem through measures such as driver helpline, emergency cab services and other relief programs. Keeping in mind the safety of its employees, the Company continues to offer its employees work-from-home facility following directives from the respective Governments.

Standalone Performance

During the financial year under review, the Companys revenue from operations was Rs 2,959.11 crores as compared to Rs 3,260.90 crores for the previous year. The profit after tax stood at Rs 23.99 crores for the financial year under review as against Rs 55.14 crores for the financial year 2019-20. The total comprehensive income for the financial year under review was lower by 56.63% as compared to the previous year and amounted to Rs 24.06 crores (after accounting of deferred tax income of Rs 0.91 crores) as compared to Rs 55.48 crores in the previous year (after accounting of deferred tax expense of Rs 1.36 crores).

Segment Performance

Through our two business segments - Supply Chain Management and Enterprise Mobility, we cater to the myriad needs of over 400 customers across automotive, engineering, consumer goods, pharmaceuticals, telecom, e-commerce, banking, IT, financial services and insurance and consulting businesses, while also offering integrated employee transportation solutions to enterprises.

Performance highlights of the Companys Segments during the financial year under review are stated below:

Supply Chain Management ("SCM")

Despite the headwinds, the financial year 2020-21 bought several green shoots and emerging opportunities with gradual easing of the lockdown. The warehousing, transportation and supply chain business bounced back and recovered to more consistent near pre-Covid-19 levels with changes in consumption patterns, growing digital channels and adoption of omnichannel distribution models driving the growth.

The Farm, E-commerce, Consumer and Pharmaceuticals, Freight Forwarding sectors were front-runners driving accelerated growth at consolidated levels.

The SCM segment revenues stood atRs 2,840.03 crores for the financial year under review as compared to Rs 2,893.29 crores for the previous year.

At a consolidated level, the warehousing and value-added services revenue continued to grow strongly with revenue from non-Mahindra warehousing and value-added services recording a year-on-year growth of 15.98% during the financial year under review.

Enterprise Mobility ("EM")

The EM segment of the Company continues to be severely impacted due to most companies following the work-from-home policy in the wake of Covid-19. Further with the second wave of Covid-19 many States have imposed restrictions which have dampened the recovery in the segment.

The EM Segment reported a de-growth of 67.61% in its total revenues during the financial year 2020-21, amounting to Rs 119.08 crores as compared to Rs 367.61 crores for the previous year.

Consolidated Performance

The consolidated revenue from operations for the financial year under review was Rs 3,263.72 crores as compared to Rs 3,471.14 crores in the previous year, a de-growth of 5.97% year-on-year.

The non-Mahindra Group consolidated supply chain revenue grew by 12.62% year-on-year to Rs 1,547.47 crores for the financial year under review in comparison to Rs 1,374.10 crores for the previous year.

The consolidated EBITDA for the financial year under review stood at Rs 151.69 crores over the previous year of Rs 172.25 crores. The consolidated PAT de-grew by 47.38% from Rs 55.45 crores for the previous financial year to Rs 29.18 crores for the financial year under review.

Accounting Method

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

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

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

Publication of the Financial Statements and Results

The Audited Financial Statements including the Consolidated Financial Statements of the Company and the Financial Statements of each of the Subsidiaries and all other documents required to be attached thereto are available on the Companys website at https://mahindraloaistics.com/financial-information/.

The Company publishes its Unaudited Consolidated and Standalone Financial Results which are subjected to limited review on a quarterly basis. The Annual Audited Consolidated and Standalone Financial Results are published on an annual basis.

Change in the nature of the business

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

Material changes and commitments affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2020-21 till the date of this report.

B. DIVIDEND FOR FINANCIAL YEAR 2020-21

Based on performance of the Company,

The Board of Directors is pleased to recommend a final dividend of Rs 2.50/- per equity share (being 25% on face value of Rs 10/- each) for the financial year 2020-21 payable to those Members whose names appear in the Register of Members and list of beneficial owners as on book closure date.

The Register of Members and Share Transfer books of the Company will remain closed from Wednesday, 21st July, 2021 to Tuesday, 27th July, 2021 (both days inclusive) for the purpose of payment of the said final dividend.

The final dividend is subject to approval of Members at the ensuing Annual General Meeting ("AGM") and deduction of tax at source. The equity dividend outgo for the financial year 2020-21, if declared, would result in cash outflow of approximately Rs 17.94 crores, being 75% of PAT (as against Rs 10.74 crores paid (19% of PAT) for the financial year 2019-20).

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

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

Taxation on Dividend

The Company shall be liable to deduct withholding tax ("TDS") as per the rates prescribed to each category of Member appearing in the Register of Members/List of Beneficial owners as on Tuesday, 20th July, 2021.

Request to submit information and documents

In order to receive the relevant information and documents from Shareholders to determine the rate of tax deduction as applicable to them, we request all Shareholders to link their PAN with Aadhar, ensure past Income Tax returns are filed, as applicable and verify the correctness of their PAN, residential status and category of holding and update the same with their respective Depository Participant or with the Registrar and Share Transfer Agent of the Company - Link Intime India Private Limited ("Link Intime") on or before 20th July, 2021.

Web-portal for submission of tax declarations/ forms

The Company has enabled a web-portal for Shareholders to submit tax exemption forms/documents for purposes of tax deduction at source. Members can upload their documents by clicking the link https://web.linkintime.co.in/ formsrea/submission-of-form-15a-15h.htmI, selecting "Mahindra Logistics Limited" in the Company dropdown and submitting the form after filing the details prompted therein through an one-time password based verification.

Unpaid and Unclaimed Dividend

The details of dividends declared by the Company in the past years and lying unpaid and unclaimed as on 31st March, 2021 is aiven hereunder:

Financial Year Date of declaration of Dividend Amount of Dividend declared per equity share Total amount of Dividend paid Amount of Dividend lying unpaid and unclaimed with the Company No. of Shares on which Dividend is lying unpaid and unclaimed with the Company Last date for claiming unpaid and unclaimed Dividend
2019-20 30th July, 2020 Rs 1.50 Rs 10.74 crores Rs 30,227.00 20,690 shares 30th August, 2027
2018-19 1st August, 2019 Rs 1.80 Rs 12.86 crores Rs 31,703.40 17,613 shares 4th September, 2026
2017-18 2nd August, 2018 Rs 1.50 Rs 10.67 crores Rs 32,586.00 21,724 shares 5th September, 2025

A Shareholder-wise statement of the unpaid and unclaimed dividend lying with the Company as on 31st March, 2021 is uploaded on the Companys website and can be accessed at the weblink: https://mahindraloaistics.com/ shareholder-information/.

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

There is no unpaid and unclaimed Dividend of earlier years or any equity shares on which dividend has not been paid or claimed for seven consecutive years or more which have been transferred to the IEPF up to 31st March, 2021 or are due to be transferred to the IEPF during the financial year 2021-22 in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time.

Transfer to reserves

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

Dividend Distribution Policy

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

The Dividend Distribution Policy of the Company was amended by the Board of the Company at its meeting held on 29th April, 2021 to inter alia, maintain a Dividend pay-out of an optimal range of at least 20% of the Annual Audited Standalone PAT of the Company.

The Amended Policy is enclosed herewith as Annexure I and forms part of this Annual Report.

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

C. SUBSIDIARIES AND JOINT VENTURE

Subsidiary Companies

As on date of this report, the Company has two Indian unlisted subsidiaries viz. Lords Freight (India) Private Limited ("Lords") and 2x2 Logistics Private Limited ("2x2"). During the financial year under review, no company has become or has ceased to be a Subsidiary, Associate or Joint Venture of the Company.

Our subsidiary companies primarily deal in the business of transportation and freight forwarding and continue to contribute to the overall growth in revenues and performance of the Company.

Operational and performance highlights of the Companys Subsidiary Companies for the financial year 2020-21 is given hereunder:

I. Lords provides international freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During the financial year 2020-21, Lords earned gross income of Rs 299.42 crores as against Rs 205.14 crores in the previous year, registering a record growth of 45.96%. Its Net Profit after Tax increased by 330.92% and stood at Rs 6.55 crores for the financial year under review as against Rs 1.52 crores for the previous year.

With an objective to further consolidate the Companys Shareholding in Lords, the Company acquired additional stake in Lords during the financial year 2020-21 by purchase of 3,80,970 equity shares of Lords (constituting 16.13% of its capital). As on 31st March, 2021, the Company holds 99.05% stake in Lords.

II. 2x2 specialises in offering automotive outbound logistics solutions to four-wheeler and two-wheeler industries. During the financial year 2020-21 the gross income of 2x2 de-grew by 23.16% amounting to Rs 36.62 crores as against Rs 47.66 crores in the previous year. 2x2 incurred a net loss of Rs 2.63 crores for financial year 2020-21 as compared to a net loss of Rs 1.21 crores for the previous year.

The Company holds 55% stake in 2x2 as on 31st March, 2021.

Joint Venture

Transtech Logistics Private Limited ("Transtech")

Transtech is engaged in the business of providing Transport Management Solutions to third party logistics companies, shippers and transporters on a Software as a Service model (SaaS) under the brand name ShipX. For the financial year 2020-21, Transtech recorded gross income ofRs 1.98 crores as compared to Rs 1.72 crores in the previous year, an increase of 15.12%. Transtech incurred a net loss after tax of Rs 0.98 crores during the financial year under review as against a net loss of Rs 1.54 crores in the previous year.

The Company holds 39.79% stake in Transtech as on 31st March, 2021.

Associate Company

As on 31st March, 2021, the Company has no associate companies.

Material Subsidiaries

In terms of the criteria laid down in the Companys Policy on Material Subsidiaries and the SEBI Listing Regulations, as amended, the Company does not have any Material Subsidiary as on 31st March, 2021.

Performance and contribution of each of the Subsidiaries and Joint Venture

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

There has been no material change in the nature of the business of the subsidiaries or the joint venture during the financial year 2020-21.

D. AWARDS AND RECOGNITIONS

During the financial year under review, the Company was felicitated with many prestigious awards and certificates of appreciations for excellence in its areas of business. The Company continues to be recognised by its customers for its dedication to work and commitment to delivering results. An illustrative list is given below:

? CM SCALE Awards 2020 - Won Gold award for overall excellence as a leading 3PL Company.

* The CM National Competition - Won Gold recognition in the Safety & Energy category for the Company project titled - Enhancing shipment delivery experience for delivery associates for last mile delivery of heavy & bulky shipments.

? Mahindra Innovation Awards 2020-Won Presidents Platinum Innovator Award for the Companys initiative of providing Free Emergency Cab Services during Covid-19 pandemic.

? Ministry of Jal shakti - Awarded a Certificate of appreciation for our CSR efforts towards the upliftment of the farmers and environment, notably through our Farmers Livelihood Project. With the project, our CSR team has engaged 11 tribal hamlets with 600+ families, distributed 10,000 fruit trees of high yield variety and 6,000 bamboo saplings to bamboo weavers on complimentary basis with support from NGO - Mission Green Mumbai.

? Best Health, Safety and Environment (HSE) Performance Award - Thermax, awarded the Companys Chinchwad factory location for developing, implementing and complying with the regulations, principles and practices related to environment, health, and safety.

? League of American Communications Professionals (LACP) Annual Report Competition- Won Gold award at the 2019/20 Vision Awards - The Company triumphed in the Transportation & Logistics category and is notably the only Indian Company to have received the award for its Annual Report for financial year 2019- 20 in this category. The Company won Bronze award for its Annual Report for financial year 2018-19.

? Quarterly Vendor Safety Partnership - Procter and Gamble awarded the Companys commitment towards safety and adherence of good On-Site Contractors and Visitors (OSCV) practices for the site at Baddi, Plimachal Pradesh.

? Best Safety award- Mahindra Pleavy Engines Limited awarded the Company for employee and site safety.

? BestSecretarialAuditReportAward-The Institute of Company Secretaries of India awarded M/s. Makarand M. Joshi & Co., Practicing Company Secretaries with the Best Secretarial Audit Report Award for Secretarial Audit Report issued to the Company for the year 2020.

? Logistics Sector Skill Council (LSC) - Women Achievers in Logistics Sector- 2021 award to Ms. Seema Bhaskar, GM - Compliance & Quality - EM segment of the Company. She won the First Prize in the Logistics Trainer category at the LSC for her valuable contribution in accelerating the PMKVY Defensive Driving trainings and her vast experience, spanning 36 years in Supply Chain Management, Operations, Quality & Compliance.

E. INVESTOR RELATIONS

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

Interactions with Investors

The Company continued its interactions with the investor community and has had over 65 interactions with Indian and overseas analysts/investors/funds during the financial year under review. The Company believes in building a relationship of mutual understanding with its investors/ analysts and ensures uniform dissemination of information by uploading material information about the Company on the Companys website and on the website of the Stock Exchanges where equity shares of the Company are listed for access to all the investors/analysts and Shareholders.

An advance intimation of interactions scheduled with investors, fund managers, analysts and outcome of the said interactions are promptly disseminated to the Stock Exchanges where equity shares of the Company are listed and uploaded on the website of the Company.

Earnings conference calls

An earnings presentation summarising the Companys published financial results and performance is released on a quarterly basis and is made available to the general public through upload on the website of the Company and the website of Stock Exchanges where equity shares of the Company are listed.

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

To ensure symmetric dissemination of information and transparency, the Company uploads the audio and text transcripts of the earnings conference calls on the website of the Company.

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

Silent period

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

F. INTERNAL FINANCIAL CONTROLS

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

An external third-party auditor - Grant Thornton Bharat LLP has audited and assessed the Internal Financial Controls of the Company during the financial year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of the assessments carried, no material weakness was observed in the effectiveness of internal control systems nor any deficiencies in the design or operation of such internal controls were observed. Further there were no significant changes in internal control over financial reporting and the internal control systems were operating adequately.

The Statutory Auditors have also examined the internal financial controls of the Company and have submitted an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting as at 31st March, 2021.

Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review.

The Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed and updated from time to time.

The Company uses SAP ERP systems as a business enabler and to maintain its books of accounts. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. With an objective to digitise the core finance and procurement processes and integrate the key operations applications used, the Company implemented and launched Nucleus (SAP S/4 FIANA) during the financial year under review.

The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Code of Conduct for Senior Management and Employees of the Company ("Code") commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code are communicated across the Company. The systems, standard operating procedures and controls are reviewed by Management. These systems and controls are audited by Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal auditors, the statutory auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls laid down with reference to the Financial Statements were adequate and effective during the financial year 2020-21.

G. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of this Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk management systems and other material developments during the financial year 2020-21.

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

Apart from Mahindra & Mahindra Limited ("M&M"), no person or entity belonging to the promoter group holds 10% or more shareholding in the Company.

Material Related Party Transactions

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

The same are also given in note no. 35 of the Annual Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2021.

I. AUDITORSAND THEIR REPORTS

Statutory Auditor

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.:117366W/W-100018) ("Deloitte") is the Statutory Auditor of the Company appointed by the Members of the Company at the 10th AGM held on 14th August, 2017. Deloitte was appointed for a term of five years commencing from the conclusion of the 10th AGM up to the conclusion of 15th AGM of the Company to be held in the year 2022.

Deloitte holds a valid peer review certificate and have confirmed that they are not disqualified from continuing as the Statutory Auditor of the Company.

Unmodified Statutory Auditor Reports

The Statutory Auditors Reports on the Annual Audited Standalone and Consolidated Financial Statements for the financial year 2020-21 forms part of this Annual Report and are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries (Certificate of Practice No.:3662) ("MMJC") is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance certifications and other certifications as may be required under the SEBI Listing Regulations.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended 31st March, 2021 from MMJC in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8th February, 2019. The said Report has been submitted to the Stock Exchanges within the prescribed statutory timelines The Annual Secretarial Compliance Report in compliance with Regulation 24A of the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part of this report.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31st March, 2021 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31st March, 2021 is annexed to this Boards Report as Annexure III and forms part of this Annual Report.

Internal Audit

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

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

Cost Audit

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

Reporting of frauds by Auditors

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

J. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of the loans given, investments made and the purpose for which the loan is proposed to be utilised by the recipient of the loan are provided in Note Nos. 6 and 35 to the Standalone Financial Statements. No loans/advances have been made to companies/firms in which Directors are interested. The Company has not subscribed to the securities of any other body corporate or provided any guarantees and securities in connection with any loans given during the financial year under review.

Disclosure of transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing Regulations are disclosed in Note No. 35 to the Standalone Financial Statements.

K. PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees, during the financial year under review and no amount on account of principle or interest thereon was outstanding as of 31st March, 2021. The Company has not accepted any loans from its Directors or from F-lolding/Subsidiary/Joint Venture Company of the Company during the financial year under review.

L. EMPLOYEES

Key Managerial Personnel

As on 31st March, 2021, the following persons have been designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

2. Mr. Yogesh Patel, Chief Financial Officer ("CFO");

3. Ms. Brijbala Batwal, Company Secretary.

Changes in KMP

There were no changes in the KMP of the Company during the financial year under review.

Employee Stock Option Schemes

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

The Company has in force two Employee Stock Option schemes under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("the SEBI SBEB Regulations"):

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

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

Both schemes of the Company are in compliance with the provisions of the SEBI SBEB Regulations and there were no variations made to the said schemes during the financial year under review.

During the financial year under review, the Nomination and Remuneration Committee ("NRC") granted 2,56,483 Restricted Stock Units ("RSUs") to the eligible employees and Executive Director of the Company in accordance with the RSU Plan 2018 approved by the Shareholders.

During the financial year under review no eligible Director/ Employee of the Company has been granted RSUs equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

No stock options were granted under the KESOS Scheme 2012 during the financial year under review.

The Statutory Auditor of the Company viz. Deloitte has certified that both the above-mentioned schemes have been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the Members for the respective Schemes. Copy of the said certificate will be placed at the ensuing AGM for inspection by the Members.

Disclosure in relation to the said stock option schemes of the Company as required under Regulation 14 of the SEBI SBEB Regulations read with the SEBI Circular CIR/ CFD/POLICY CELL/2/2015 dated 16th June, 2015 has been uploaded on the website of the Company and can be accessed at the weblink: https://mahindraloaistics.com/ financial-information/.

Particulars of employees and related disclosures

The Company had nine employees who were in receipt of remuneration of not less than Rs 1,02,00,000/- during the financial year under review or not less than Rs 8,50,000/- per month during any part of the financial year ended 31st March, 2021.

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

Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with

Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 can be accessed at the weblink: https://mahindraloaistics. com/financial-information/ and any Member interested in obtaining a copy ofthesame may write totheCompany Secretary of the Company.

M. EMPLOYEE RELATIONS

As a leading 3PL Solutions provider, the Company is a people driven organisation with more than 17,000 employees (on-rolls and off-rolls) spread over 500 client and operating locations across India. With the inherent belief that people are our greatest asset, the employer- employee relationship can be characterised as fair, just, trusting and caring which has been enmeshed into the employee lifecycle and ensuring that through continual reinforcement via communication platforms and the celebration of success stories, alignment in the organisation is strengthened. The Human Resource ("HR") function has ensured that it has driven process excellence by digitising work processes in tandem with policy changes so that technology-driven engagement, efficiency, simplicity, scalability and empowerment could be achieved.

The Covid-19 pandemic and the subsequent lockdown created various challenges with regards to managing business operations and ensuring the realisation of customer expectations and this created opportunities for the HR function to apply alternative thinking and reimagine solutions and processes to drive engagement, build capability, create alignment and ensure that employees and their families were protected. Delivering profitable and sustained growth has involved the HR function partnering with stakeholders to focus on business priorities through a sharpened focus on the identification and development of talent, grooming future leaders based on succession readiness plans, revisiting key HR policies after evaluating feedback from employees, developing opportunities for career growth and ensuring harmonious industrial relations such that a culture of high performance is developed and sustained.

The Company continues its efforts to propagate and implement employee centric practices by engaging all employees, including fixed term and contract employees through several initiatives/programmes including the following:

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

? Sandhaan, a platform designed to groom future leaders at the mid management level. Based on the premise that

Happy Employees create Happy Customers, participants share their learnings with their colleagues and then drive business impact projects by creating Moments of Truth for customers;

? Disha, a program for first time supervisors on the shop floor, to strengthen their ability to manage teams and ensure result orientation with execution excellence aligned to the Mahindra Leadership Rise competencies wherein 1500+ employees were covered via this initiative by leveraging on in-house leaders and faculty;

? AXLERATE platform, which was created to drive functional capability building, has grown from strength to strength covering 2300+ employees via online training on Stores and Linefeed, Warehouse Management, Quality Tools and Lead with Excel. The Company has also introduced AXELRATE 2.0 to develop capabilities of employees in partnership with, NITIE an external agency;

? Prapantaran, the Six Sigma Black Belt certification programme was launched during the financial year under review. 21 leaders have identified projects linked to optimisation, cost reduction, productivity enhancement etc. specific to their role in the Company with an aim to enhance the problem-solving capability of senior leaders in the Company;

? Sanjeevani, a platform for harmonious work relations for carrying out several initiatives linked to inclusive participation, capability building, communication and welfare creating higher engagement for all employment categories, especially Fixed Term and Third-party Contract staff;

? Udaan, a Second Career Programme for women under the Diversity and Inclusion campaign;

? Swayam, a Health and wellness platform for physical and emotional well-being of employees.

As a result of the above approach, the overall Employee Relations scenario continues to be positive and healthy across all our locations.

A detailed note on HR initiatives of the Company is included in section titled Management Discussion and Analysis, which is a part of this Annual Report

N. ENVIRONMENT, HEALTH AND SAFETY

The Company, being a leading 3PL Solutions provider recognises its employees, partners and business associates as important assets and is committed to providing a safe and healthy work environment at all operating locations. The Company has adopted an Environment, Health and Safety ("EHS") Policy to establish effective control measures for EHS management across all locations. The EHS policy is displayed at all prominent locations and offices and communicated to all stakeholders. The Company demonstrates strong leadership commitment towards EHS through its Management Safety Council, headed by the Managing Director & CEO of the Company.

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

The EHS policy is supported by safety management programs for near miss recordings, safety kaizens, safety trainings, safety observation tours to identify, assess and control EHS risks. Multiple measures and actions are implemented through competency training programs like defensive driver training, first aid, firefighting, emergency preparedness and forklift driving. The Company has also initiated ACE, a learning program which includes training on safety practices and best practices related to EHS. During the financial year under review the Company has trained over 50+ manpower on creating and sustaining safety culture at site. A dedicated safety team oversees the implementation of a comprehensive driver safety culture at a PAN India level.

The Company also carries out internal safety audits and external electrical audits of facilities for assessing and managing safety risks with respect to the warehousing and logistics verticals. Safety Themes and various events like National Road Safety Week, National Safety Week, World Environment Day and Drivers Day are rolled out PAN India on a regular basis for awareness of a safety culture across the organisation. The Company continues its commitment to improve the wellbeing of employees and contract workmen by organising health examination camps, health check-ups, eye check-up camps for drivers and blood donation camps.

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

LIFE is a multi-stage program which drives eight safety standards viz. Behavioural Based Safety, Standardisation of Personal Protective Equipment (PPEs), Implementation of Electrical Safety Management Standard, Implementation of LOCKOUTTAGOUT(LOTO) Procedure, Implementation of Hazard Identification and Risk Assessment (HIRA), Permit To Work System at site, Contractor Management, Safety at Enterprise Mobility Service across the sites.

The safety protocols adopted and implemented by the Company are also appreciated by our customers and business partners. During the financial year under review customers like Thermax, Procter and Gamble, Mahindra Heavy Engines Limited recognised and awarded the Companys commitment towards safety practices and adherence of regulations and principles related to EHS at their respective locations.

O. QUALITY

We believe in adopting an integrated approach to drive excellence in everything we do. At the organisational level, the Company follows The Mahindra Way ("TMW"), the Mahindra Groups Business Excellence Model. It is an integrated approach that extends beyond the quality of our products and services to encompass excellence in all functions, processes and operations within the businesses in the Group. Management and key business processes are selected for driving improvements through a structured and systematic approach. Every year, the Company undergoes an annual assessment by experienced assessors and basis the feedback received, improvements are carried out by following a PDCA (Plan-Do-Check-Act) approach. This provides us with regular feedback on our progress and also serves as a common yardstick to measure TMW maturity (on process and results) for the Company and also across different companies in the Group. The Company follows a continuous improvement approach across businesses and functions. At operating sites / workplaces high Impact Projects are selected for driving improvements using systematic way of problem solving and task achieving approach and Lean Six Sigma approach.

These projects are implemented through use of 7 Quality control tools, advanced statistical tools, lean tools like 5S, process mapping, waste elimination, value stream mapping, makigami analysis, etc.

Quality Initiatives

The Company continued to undertake quality and improvement initiatives across the organisation during the financial year under review. The Company successfully implemented 8000+ Kaizens, 65+ quality circles, 120+ yellow belt projects, 10+ green belt projects and 15+ black belt projects in the financial year 2020-21 covering key process improvements, cost savings, etc. The Company also focussed heavily on the capability building programs as per the needs of the employees and feedback from the customers. Over 1,750 employees were trained on daily work management and standardisation (DWMS), 5S, task achieving quality control, Mahindra yellow belt, Mahindra green belt, Mahindra black belt, Plan-Do-Check-Act, total productive management, diagnostics assessment approach & tools for warehouse, line feeding, transportation and work resumption after Covid-19 lockdown.

The Company recognised and rewarded location teams and their excellence enablers for demonstrating exceptional performance in operations and passion for excellence across all service lines and verticals PAN India at the Operation Excellence Annual Awards Function conducted virtually. The awards were based on achievement of criteria viz. revenue and gross margin earned, driving safety and quality culture, implementing cost saving initiatives. Top performing location teams and excellence enablers were awarded with 51 Awards across Platinum, Gold, Silver and Bronze categories, special recognition awards and the MD and CEOs Choice Awards.

The Company continues to sustain its commitment to inspire and enable all employees to embrace the quality culture as part of their routine work. To this end in November 2020, the Company celebrated Quality Month at PAN India level with a theme on "Quality starts with I & U" with focus on spreading awareness about Quality tools and techniques through various fun filled activities like Poster, Slogan, Quality Quiz, DWMS, BOB locations (Best of Best) organised virtually and Quality Gyan.

Integrated Management System

The Company continues to stay competitive in the market and deliver on our promise to provide quality services to all our customers, every single time. We have well established rigorous processes and systems in place to ensure quality, team performance and productivity, efficiency, safety, quick decision making, etc.

The Company has successfully completed its first Integrated Management System ("IMS"). IMS is a combination of three International Standards: ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management System) surveillance audit, recognised worldwide.

The Company demonstrated successful sustenance of IMS during the online audit conducted at across locations. These standards and processes further enable the Company in optimising our processes and resources, reducing operating costs and improving overall performance, in turn living by our purpose & purpose principles.

P. BOARD & COMMITTEES

Board

As on 31st March, 2021, the Board of the Company consisted of eleven Directors comprising of a Non- Executive Chairman, an Executive Director (Managing Director & CEO), three Non-Executive Non-Independent Directors and six Independent Directors, of whom two are Women Directors.

Director Appointments/Re-appointments for Members approval

The Board of the Company, on recommendations of the NRC, inter-alia, considering the qualification, experience, knowledge, skills possessed and declarations submitted by each of them approved/recommended the following appointments/re-appointments, on the Board, for approval of Members of the Company at the ensuing AGM. The Company has received the requisite notices from Member proposing each of their appointments/re-appointments, as the case maybe, as a Director of the Company.

Dr. Anish Shah, Chairman and Non-Executive Director

Dr. Anish Shah (DIN:02719429) was appointed as an Additional Non-Executive (Non-Independent) Director, liable to retire by rotation and the Chairman of the Board of the Company with effect from 2nd April, 2021 and holds office as an Additional Director up to the date of the ensuing AGM of the Company. The Board at its meeting held on 29th April, 2021 has recommended the appointment of Dr. Anish Shah as Director (Non-Executive and Non-Independent) of the Company, liable to retire by rotation.

Mr. Amit Kumar Sinha, Non-Executive Director

Mr. Amit Kumar Sinha (DIN:09127387) was appointed as an Additional Non-Executive (Non-Independent) Director, liable to retire by rotation with effect from 29th April, 2021 and holds office as an Additional Director up to the date of the ensuing AGM of the Company. The Board at its meeting held on 29th April, 2021 has recommended the appointment of Mr. Amit Kumar Sinha as Director (Non-Executive and Non-Independent) of the Company, liable to retire by rotation.

Mr. Darius Pandole, Independent Director

Mr. Darius Pandole (DIN:00727320) was appointed as an Independent Director of the Company for a first term of five consecutive years commencing from 25th July, 2017 up to 24th July, 2022. Accordingly, the first term of office of Mr. Darius Pandole as an Independent Director of the Company is due to expire on 24th July, 2022.

The Board of the Company, based on the recommendation of the NRC and results of the performance evaluation carried out by the NRC and the Board, has recommended the re-appointment of Mr. Darius Pandole as Non-Executive Independent Director for a second term of five consecutive years commencing from 25th July, 2022 up to 24th July, 2027 to the Members for approval through special resolution (prior to expiry of his term). Mr. Darius Pandole confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

Mr. Darius Pandole is registered in the data bank maintained by the Indian Institute of Corporate Affairs ("MCA") and is exempted from appearing the proficiency test conducted by IICA. The Board, basis recommendation of the NRC and considering the skills, experience and acumen possessed by Mr. Darius Pandole, is of the opinion that he is a person of integrity and possesses the relevant expertise and experience (including proficiency) to continue as an Independent Director of the Company and is Independent of the Management of the Company.

Mr. Ranu Vohra, Independent Director

Mr. Ranu Vohra (DIN:00153547) was appointed as an Independent Director of the Company for a first term of five consecutive years commencing from 25th July, 2017 up to 24th July, 2022. Accordingly, the first term of office of Mr. Ranu Vohra as an Independent Director of the Company is due to expire on 24th July, 2022.

The Board of the Company, based on the recommendation of the NRC and results of the performance evaluation carried out by the NRC and the Board, has recommended the re-appointment of Mr. Ranu Vohra as Non-Executive Independent Director for a second term of five consecutive years commencing from 25th July, 2022 up to 24th July, 2027 to the Members for their approval through special resolution at the ensuing AGM (prior to expiry of his term). Mr. Ranu Vohra confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

Mr. Ranu Vohra is registered in the data bank maintained by the IICA and has passed the online proficiency self-assessment test conducted in accordance with the provisions of Section 150 of the Act read with the applicable rules made thereunder. The Board, basis recommendation of the NRC and considering the skills, experience and acumen possessed by Mr. Ranu Vohra, is of the opinion that he is a person of integrity and possesses the relevant expertise and experience (including proficiency) to continue as an Independent Director of the Company and is Independent of the Management of the Company.

None of the Directors of the Company nor any of the Directors proposed to be appointed / re-appointed are disqualified from being appointed as Director in terms of Section 164 of the Act read with applicable rules made thereunder, nor are any of them debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Directors appointed during the financial year 2020-21

During the financial year 2020-21, Ms. Malvika Sinha, Mr. Naveen Raju and Mr. Dhananjay Mungale were inducted on the Board of the Company as given hereunder.

Director Designation Terms and conditions of appointment Date of Shareholder approval
Ms. Malvika Sinha (DIN:08373142) Independent Director From 30th July, 2020 to 29th July, 2025 13th AGM on 30th July, 2020
Mr. Naveen Raju (DIN:07653394) Non-Executive Director From 3rd September 2020, liable to retire by rotation. Vide Postal Ballot on 6th March, 2021
Mr. Dhananjay Mungale (DIN:00007563) Independent Director From 29th January, 2021 up to the date of the AGM to be held in the year 2025.

The Board, basis recommendation of the NRC and considering the skills, experience and acumen possessed by Ms. Malvika Sinha and Mr. Dhananjay Mungale, is of the opinion that both are persons of integrity and possess the relevant expertise and experience (including proficiency) to qualify as an Independent Director of the Company and are Independent of the Management of the Company.

None of the Independent Directors have been re-appointed or have resigned during the financial year under review.

Cessation

Mr. V. S. Parthasarathy, Chairman and Non-Executive Director

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

Mr. Parag Shah, Non-Executive Director

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

Director Retiring by Rotation

Mr. S. Durgashankar, Non-Executive Director

In terms of Section 152 of the Act, Mr. S. Durgashankar, Non- Executive (Non-Independent) Director (DIN:00044713), retires by rotation at the ensuing AGM. Although being eligible, he has not offered himself for re-appointment due to pre-occupation. Accordingly he would cease to hold office as Non-Executive (Non-Independent) Director of the Company on expiry of his term ending at the ensuing AGM scheduled to be held on 27th July, 2021.

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

The Board places on record its sincere appreciation for the significant contributions made by Mr. V. S. Parthasarathy, Mr. Parag Shah and Mr. S. Durgashankar in guiding and supporting the management during their respective tenures with the Company.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(l)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

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

In accordance with the provisions of Section 150 of the Act read with the applicable rules made thereunder, the Independent Directors of the Company have confirmed that they have registered themselves in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self- assessment test conducted by IICA.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of the Company at its meeting (following the NRC and Independent Director meeting) carried out an annual evaluation of its own performance, performance of its Committees, the performance and independence of Independent Directors as well as the performance of the Directors individually for financial year 2020-21. The Board also carried out performance evaluation of the Managing Director & CEO of the Company.

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

The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done for the financial year 2020-21.

Process of evaluation

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

The questionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI, vide its circular dated 5th January, 2017. The performance evaluation parameters covers various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, the Board culture, execution and performance of specific duties, Boards functioning such as Board effectiveness, Board meetings, quantity and timeliness of the information flow between the Board Members and the Management, composition and Member participation, quality and transparency of discussions, time devoted by the Board to strategy, etc. based on the criteria approved by the NRC. The evaluators were also able to give qualitative feedback and comments apart from responding to the questionnaire. A detailed note on process of evaluation is provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

Outcome and results of evaluation

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

All Directors of the Company as on 31st March, 2021 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.

The evaluation exercise for the financial year 2020- 21 concluded that the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. They concluded that the Board functions in a cohesive and professional manner.

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

The suggestions from previous evaluations were implemented by the Company.

Familiarisation Program for Independent Directors

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

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Companys values and commitments. They are also introduced to the organisation structure, constitution, terms of reference of the Committees, board procedures, management strategies etc. Further the Directors are on a quarterly basis apprised on the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, Committee meetings held during a quarter.

The Board Members are apprised by the Senior Management at quarterly Board Meetings by way of presentations which include industry outlook, competition update, company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, succession planning, strategic investment, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Senior Management. The Directors are also informed of the various developments in the Company through Press Releases, e-mails etc.

The Company has a web-based portal i.e. the Board portal, accessible to all the Directors which, inter-alia, contains the following information:

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

? Board Agenda and Presentations;

? Code of Conduct for Directors;

? Terms and conditions of appointment of Independent Directors;

? Annual Reports.

Details of familiarisation programs imparted during the financial year under review in accordance with the requirements oftheSEBI Listing Regulations are available on the Companys website and can be accessed at the weblink: https://mahindraloaistics.com/disclosures/.

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

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

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

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

During the financial year under review, there were no amendments made to the Appointment and Remuneration Policy.

Remuneration to Directors

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

Non-Executive Directors

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.

Considering the enhanced level of decision-making ability, competitive business environment, and corporate governance norms thereby making the responsibilities of Non-Executive Directors more onerous, and in appreciation of the contribution and services they have rendered / will continue to render to the Company, the Board enhanced the sitting fees payable to the Independent Directors of the Company for attending meetings of the Board and its Committees.

Executive Director - Managing Director & CEO

The Managing Director & CEO of the Company does not draw any remuneration or commission from the holding Company or the subsidiary companies of the Company. Details of remuneration payable to Directors of the Company is provided in the section titled Report on Corporate Governance, which forms part of this report.

Directors Responsibility Statement

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

a. In the preparation of the annual accounts for the financial year ended 31st March, 2021 the applicable accounting standards had been followed and there are no material departures therein;

b. They had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2021 and of the profit of the Company for the financial year ended on that date;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31st March, 2021;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31st March, 2021.

Board Meetings

During the financial year ended 31st March, 2021, eight Board Meetings were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

Annual General Meeting

The 13th AGM of the Company was held on Thursday, 30th July, 2020.

Meeting of Independent Directors

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

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the 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 on 20th May, 2020 and 17th March, 2021 and the Meetings were well attended by the Independent Directors of the Company.

Audit Committee

As on 31st March 2021, the Audit Committee comprised of five Non-Executive Directors, of whom four Directors (i.e. more than 2/3rd), including the Chairman are Independent. All the Members of the Committee possess strong accounting and financial management knowledge.

Composition of Audit Committee

Details of the composition of the Audit Committee as on 31st March, 2021 is given hereunder:

? Mr. Ajay Mehta, Independent Director - Chairman

? Mr. Darius Pandole, Independent Director - Member

? Ms. Avani Davda, Independent Director - Member

? Ms. Malvika Sinha, Independent Director - Member

? Mr. S. Durgashankar, Non-Executive Director - Member

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

Changes in composition of the Audit Committee

During the financial year 2020-21, the Board of The Company inducted Ms. Malvika Sinha, Independent Director as a Member of the Audit Committee with effect from 30th October, 2020.

Recommendations of the Audit Committee

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

Q. GOVERNANCE

Corporate Governance

The Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

The Company has in place Code of Conduct one for its Directors and one for the Senior Management Personnel and Employees of the Company ("Codes"). These Codes enunciate the underlying principles governing the conduct of the Companys business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of the Companys ethos. An affirmation on the said Codes is received from the Directors, Senior Management Personnel and employees of the Company on an annual basis.

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Companys Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, employees and all the stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism. The Policy also makes provision for direct access to the Chairperson of the Audit Committee.

To build upon our existing governance practices, the Company has partnered with an Independent third-party global company to offer a globally admired secure, confidential and multilingual platform to all stakeholders to report

issues related to Code of Conduct and other violations.

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

1. A third-party online web-portal: https://ethics.mahindra.com:

2. A 24x7 toll-free secured third-party hotline mechanism -#000 800 100 4175;

3. Directly writing to the Chairman of the Audit Committee through e-mail - mll.viail@mahindra.com or by letter address to

The Chairman, Audit Committee C/o Chief Financial Officer Mahindra Logistics Limited

1A & IB, 4th Floor, Techniplex-I, Techniplex Complex, Veer Savarkar Flyover, Goregaon West,

Mumbai - 400 062.

4. Writing to the Company at postal address: Mahindra Logistics Limited, 1 A & IB, 4th Floor, Techniplex-I, Techniplex Complex, Veer Savarkar Flyover, Goregaon West, Mumbai - 400 062.

An update on whistle blower complaints is provided to the Audit Committee of the Company on a quarterly basis. During the financial year under review, no personnel was denied access to the Chairperson of Audit Committee of the Board.

The Whistle Blower Policy of the Company is available on the website of the Company and can be accessed at the web link: https://mahindraloaistics.com/disclosures/.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Plarassment in line with the requirements of the Sexual Plarassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSPI Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral. Internal Complaints Committee has been set across regions to redress complaints received regarding sexual harassment. During the financial year under review and pursuant to Rule8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") under the POSPI Act.

All employees are briefed on the POSPI Policy during induction. The Company also actively conducts various trainings and sensitisation programs across all its locations and verticals on a periodical basis through its SPEAK UP TPIEN and TPIERE programme to increase awareness about the Policy and the provisions of POSPI Act amongst employees. During the year, mandatory trainings on POSPI were conducted online with an improved and interactive approach.

During the financial year 2020-21, the Company received one complaint in this regard where appropriate action was taken by the ICC. No case is pending as on 31st March, 2021.

Risk Management

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

The Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy inter-alia includes identification and assessment of the likelihood and impact of risk, mitigation steps 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 CFO provides oversight and reports to the Board of Directors, the Audit Committee and the Risk Management Committee who have the responsibility for overseeing all risks. The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year 2020-21 are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

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

The Companys CSR efforts continue to be directed towards Building Communities, Skill Development, Sustainability, Disaster Relief and other initiatives in line with the Companys CSR Policy.

The Covid-19 pandemic emerged as a global challenge, creating disruption across economies and communities. As a responsible member of the communities we serve and operate in, the Company swiftly responded to by contributing to various relief and emergency response initiatives such as distribution of cooked food/meals, ration kits to the migrant workers and families, providing mask,

sanitizers to health workers, launched a national helpline for employees and drivers, etc. The Company launched HOPE (Helping Our People during Emergencies) initiative to provide financial assistance to Driver community. The Company also extended its support to the Police Department, Local Government Departments by providing free emergency cab services for public use.

The Company continued its other ongoing CSR programs towards building communities, skill development, sustainability and disaster relief during the financial year 2020-21, positively impacting over 1,40,000 beneficiaries across all CSR initiatives of the Company during the financial year under review.

The Company was also awarded a Certificate of appreciation from the Ministry of Jal shakti for its CSR efforts towards the upliftment of the farmers and environment, notably through our Farmers Livelihood Project. The CSR team engaged with 11 tribal hamlets with over 600 families, distributed 10,000 fruit trees of high yield variety to the farmers and 6,000 bamboo saplings to the bamboo weavers with support from NGO - Mission Green Mumbai.

CSR Committee

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

The CSR Committee of the Company comprised of five Directors as on 31st March, 2021 as detailed hereunder. The Chairman of the CSR Committee is an Independent Director and the Company Secretary of the Company acts as the secretary to the CSR Committee.

Details of the CSR Committee constitution Changes during the financial year 2020-21
1. Mr. Ranu Vohra, Independent Director - Chairperson
2. Mr. Rampraveen Swaminathan, Managing Director and CEO - Member Inducted as Member effective 29th January, 2021
3. Mr. S. Durgashankar, Non- Executive Director - Member
4. Mr. Parag Shah, Non-Executive Director - Member
5. Mr. Naveen Raju, Non- Executive Director - Member Inducted as Member effective 30th October, 2020

Changes in the CSR Committee constitution from 1st April, 2021 to date of this report

Mr. Parag Shah ceased to be Member of the Committee consequent to his resignation effective close of business hours of 29th April, 2021 and Ms. Malvika Sinha was appointed as Member of the Committee effective 29th April, 2021.

The composition of the CSR Committee is uploaded on the website of the Company and can be accessed through the weblink: https://mahindraloaistics.com/board-of- directors/#committee.

CSR Policy

The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee. During the financial year under review, the CSR Policy of the Company was amended so as to incorporate the amendments in Section 135 of the Act and the Companies (Corporate Social Responsibility) Rules, 2014 which came into effect from 22nd January, 2021, viz. the approach and direction given by the Board of the Company, guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan, etc.

The CSR Policy including a brief overview of the projects or programs approved by the Board with implementation schedule thereof is uploaded on the Company website and can be accessed through the weblink: https://mahindraloaistics.com/disclosures/.

CSR Spend

During the financial year under review, the Company has spent Rs 2.17 crores towards CSR activities as stipulated under Schedule VII of the Act vis-a-vis the budgeted spend of Rs 2.16 crores (being 2% of the average net profits of the Company during the preceding three financial years). There is no unspent CSR expenditure as on 31st March, 2021.

Impact Assessment of CSR Projects

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

However, in line with the CSR Policy, the Company voluntarily conducts internal assessments, situational analysis, need assessment surveys, project visits or social audits etc. to monitor and evaluate the CSR projects of the Company.

Annual Report on CSR

Annual Report on CSR for the financial year 2020-21 including the salient features of the CSR Policy adopted by the Company is annexed as Annexure VI of this report and forms part of this Annual Report.

S. SUSTAINABILITY

The Company believes that adopting sustainable practices across its operations is both a business imperative and a long-term competitive advantage. We recognise the

fact that Green House Gas ("GHG") emissions have a significant impact on the environment and in this regard the Company continues to adopt multiple strategies to reduce negative impacts from our activities, on the environment. The Company has adopted a Sustainability Policy and roadmap with this objective.

During the financial year under review, the Company continued with its focus on the Environmental, Social and Governance ("ESG") parameters, by implementing the Sustainability Framework developed, for ensuring a common language and a uniform understanding of the aspects of sustainability across the organisation. This framework promotes sustainability through a threepronged approach of:

1. Promoting Stakeholder Growth;

2. Rejuvenating the Environment;

3. Long-term Business Growth;

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

To further improve the focus in the area of GHG reduction, the Company has made a commitment to Science Based Targets Initiative (SBTi) to reduce scope 1 and 2 GHG emissions by 88% per employee and scope 3 GHG emissions by 69% per million kilometer by the year 2033 from a 2018 base year and also become Carbon Neutral by the year 2040.

The Company is preparing to release its first report on the Sustainability performance of the Company elaborated in detail in the GRI Report. The Sustainability Report would be uploaded on the website of the Company and can be accessed at the weblink: https://mahindraloaistics.com/ csr-and-sustainabilitv/ on release.

Business Responsibility Report

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report of the Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 2020-21, in the prescribed format is available as a separate section and forms part of this Annual Report.

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

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

U. POLICIES

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

V. SECRETARIAL Authorised Share Capital

The authorised share capital of the Company as on 31st March, 2021 was Rs 105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of Rs 10/- each.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company allotted 1,33,084 equity shares of face value of Rs 10/- each to the eligible employees/ex-employees of the Company and its holding company towards exercise of RSUs under the RSU Plan 2018 of the Company. The equity shares issued and allotted during the financial year under review rank pari-passu with the existing equity shares of the Company in all respects.

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

Date Particulars No. of equity shares allotted Cumulative Equity Shares (in nos.) Cumulative Share Capital (in ?)
1st April, 2020 Opening issued, subscribed and paid-up share capital - 7,15,37,256 71,53,72,560
29th April, 2020 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 31,928 7,15,69,184 71,56,91,840
29th July, 2020 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 29,935 7,15,99,199 71,59,91,990
30th October, 2020 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 61,068 7,16,60,187 71,66,01,870
29th January, 2021 Allotment of equity shares to employees pursuant to exercise of RSUs granted under the RSU Plan 2018 10,153 7,16,70,340 71,67,03,400
31st March, 2021 Closing issued, subscribed and paid-up share capital - 7,16,70,340 71,67,03,400

Changes in the equity share capital from 1st April, 2021 to date of this report

The Company has allotted 41,663 equity shares to employees/ex-employees of the Company and eligible employees of Holding Company, pursuant to exercise of RSUs granted under the RSU Plan 2018 on 12th April, 2021. Consequently, the issued, subscribed and paid-up share capital of the Company as on the date of this report increased from Rs 71,67,03,400/- (divided into 7,16,70,340 equity shares of Rs 10/- each fully paid-up) to Rs 71,71,20,030/- (divided into 7,17,12,003 equity shares of Rs 10/- each fully paid-up).

Annual Return

The Annual Return of the Company for the financial year ended 31st March, 2021 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 web link: https://mahindraloaistics.com/financial-information/.

Compliance with Secretarial Standards

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

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

W. GENERAL

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

? Issue of equity shares with differential rights as to dividend, voting or otherwise;

? Issue of sweat equity shares to employees of the Company under any scheme;

? Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future;

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

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

? Suspension of trading of equity shares of the Company;

? There was no revision made in Financial Statements or the Boards Report of the Company;

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

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

X. ACCESS TO FINANCIAL STATEMENTS

In accordance with Section 136 of the Act, the Ministry of Corporate Affairs circular no. 20/2020 dated 5th May, 2020 read with circular no. 02/2021 dated 13th January, 2021 and the continuing Covid-19 pandemic, the Audited Financial Statements of Company and the subsidiary and associate companies and all relevant documents are uploaded on the website of the Company and can be accessed at the weblink: https://mahindraloaistics.com/financial-information/.

ACKNOWLEDGMENTS

As the global Covid-19 pandemic continues to put pressure on the economy, we acknowledge and thank all at the forefront fighting this pandemic and risking their lives for us. Our priority has been the safety of our employees, customers, vendors and strict adherence to government norms.

The Board conveys its deep gratitude and appreciation to all the employees of the Company for their tremendous efforts as well as their exemplary dedication and contribution to the Companys performance. We also acknowledge and appreciate the invaluable support and contribution of all our Business Associates who continue their loyal partnership with our Company in these trying times.

The Directors would also like to thank its shareholders, bankers and the government for their continued support.

For and on behalf of the Board of Directors
Dr. Anish Shah
Chairman
Place: Mumbai Date: 29th April, 2021 DIN:02719429