Mahindra Logistics Ltd Directors Report

Dear Shareholders,

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

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

( in crores)

	Standalone		Consolidated
	Financial year	Financial year	Financial year	Financial year
Particulars	2023-24	2022-23	2023-24	2022-23
Income
Revenue from Operations	4,529.90	4,458.90	5,505.97	5,128.29
Other Income	13.30	12.04	17.90	15.85
Total Income	4,543.20	4,470.94	5,523.87	5,144.14
Expenses
Cost of materials consumed	0.41	6.58	0.41	6.58
Changes in inventories of finished goods, stock in trade &	-	0.45	-	0.45
work in progress
Employee benefit expenses	284.94	289.04	404.70	354.56
Operating expenses	3,829.38	3,792.86	4,687.59	4,379.48
Other expenses	122.78	93.68	184.23	127.46
Depreciation and amortisation expenses	177.54	169.17	208.99	189.50
Finance cost	44.11	41.42	68.16	51.57
Total Expenses	4,459.16	4,393.20	5,554.08	5,109.60
Profit before exceptional items and tax	84.04	77.74	(30.21)	34.54
Exceptional items (net)	1.51	2.70	3.82	-
Profit Before Tax ("PBT")	85.55	80.44	(26.39)	34.54
Tax expenses	23.57	15.91	25.68	7.12
Profit After Tax ("PAT")	61.98	64.53	(52.07)	27.42
Share of (loss)/ profit of Joint Venture/ Associate	-	-	(1.02)	(2.79)
Profit for the year	61.98	64.53	(53.09)	24.63
Other comprehensive income/ (losses)
Re-measurements of the defined benefit plans Gains/(Losses)	0.89	1.57	0.96	1.91
Income tax relating to items that will not be reclassified to profit & loss	(0.25)	(0.40)	(0.32)	(0.42)
Total other comprehensive income	0.64	1.17	0.64	1.49
Total comprehensive income	62.62	65.70	(52.45)	26.12
Attributable to
(a) Owners of the Company	62.62	65.70	(54.06)	27.76
(b) Non-Controlling interest	-	-	1.61	(1.64)
Balance of Profit from earlier years	423.93	372.62	382.02	368.65
Dividend Paid	(18.01)	(14.39)	(18.01)	(14.39)
Balance carried forward to reserves	468.54	423.93	309.95	382.02

The financial year 2023-24 was a mixed year for the logistics sector. Global economy outperformed the outlook with many major economies showing resilience despite many risks & challenges. But global recovery remains slow leaving little margins for policy errors. The Indian economy also showed robust growth despite several challenges along the way. Overall economic activity showed an uptick with a strong growth in manufacturing activity with strong domestic demand. When it comes to our key end markets, we saw strength in overall automotive segment, driven by growth primarily in passenger cars. Two Wheelers saw good recovery compared to previous year, demand for commercial vehicles remained relatively muted. Farm segment saw sluggishness with weakening leading indicators. Consumer segment had muted volumes with demand softness in both urban and rural. However, many of the customers in this segment are now earnestly reviewing their supply chain design and this is resulting in a higher number of bids or RFQs for integrated logistics services. Manufacturing sector showed positive signs with strong orderbook and favourable raw material prices along with improving demand in international market. Ecommerce had a challenging start to the year, but we saw an uptick in order intake in the last quarter due to stronger growth in hyperlocal grocery and specific product segments in key geographical markets.

While there was a small uptick in ocean freight prices in the last quarter of the financial year under review, overall markets and pricing remained subdued for cross-border logistics. There was a moderate impact of the Red Sea crisis on pricing, but no significant benefits arose. With an increased focus on Make in India and a greater spread of exports to other geography, cross-border logistics remains a key growth area for us in the future and the Company continues to invest in that space as it tries to focus on volume recovery. Express business saw significant improvement in performance. There was growth and higher synergy between the Express business and 3PL business. However, the Companys sales focus has been on driving lean utilization as it tries to look at cost optimization, margin improvement and thus, it has been selective with customer growth. Mobility saw strong growth in B2C demand with increased travel and seasonal vacations. B2B segment continues to show slow but sure growth as return to work has accelerated to higher levels and this is evidenced in its volume growth as well.

Consolidated Performance

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

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

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

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

The consolidated PAT (after share of loss of joint venture and controlling interest) de-grew by 315.51%, to (53.09) crores for the financial year 2023-24 from 24.63 crores in the previous financial year. From a sustainability perspective, your Companys focus remains on three pillars: Decarbonizing its supply chains, sustainable infrastructure and driving circularity across its business. Your Company finished FY24 with over 30 million green kilometres across its electric vehicle fleet and over 3.6 million. sq. ft of renewable power warehousing. Your Company has around 3.5 million. sq. ft. of IGBC Platinum, or LEED certified buildings, which constitutes to ~80% of its build-to-suite or multi-client infrastructure.

Standalone Performance

In financial year 2023-24, standalone revenue of 4,529.90 crores was reported, a marginal increase from 4,458.90 crores in the previous financial year. Gross Margin increased to 11.1% as compared to 10.5% in the previous financial year. EBITDA also witnessed a nominal growth, reaching 292.39 crores compared to 276.29 crores in previous financial year. Profit before tax rose to 85.55 crores from 80.44 crores, indicating improved operational performance. Profit after tax declined marginally, reaching 61.98 crores in financial year 2023-24 compared to 64.53 crores in previous financial year. Standalone results were impacted during the year due to one-time charges of 12 crores.

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

Credit Ratings

The Long-term and Short-term credit facilities (fund and non-fund based) of the Company are rated by ICRA

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

Theliquidity position of the Company is strong, supported by its cash & bank balance and liquid investments of 15.33 crores as on 31 March 2024. The re-affirmed credit rating reflects the Companys strong financial profile characterised by its low leverage and strong debt coverage, and a high degree of safety regarding timely servicing of its financial obligations. Ratings issued by ICRA Limited are disclosed on the Companys website and can be accessed at the weblink https://mahindralogistics.com/financial-results/credit-ratings/ and website of the stock exchanges where equity shares of the Company are listed.

Accounting Method

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

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

Publication and access to the Financial Statements and Results

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

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

Change in the nature of the business ancial year There have been no changes in the nature business and operations of the Company during the financial year under review. Annual Audited Consolidated and Standalone

B. ACQUISITIONS, INVESTMENTS AND RESTRUCTURING

In alignment with our growth strategy and to achieve greater scale, enhance technological capabilities, broaden geographical coverage, drive operational synergies and completed the following acquisitions/restructuring of its businesses in the

Completion of the transfer of Express Network Business of the Company

MLL Express Services Private Limited ("MESPL"), a wholly owned subsidiary of the Company provides B2B express logistics services under the brand name "Rivigo by Mahindra Logistics". To consolidate the Express businesses under one entity and to enable synergies, optimization of resources and enhanced services to customers, the Company had, on 30 March 2023, entered into a Business Transfer Agreement ("BTA") with MESPL for sale/transfer of the Companys Express Network Business, as a going concern on slump exchange basis, effective 1 April 2023, for a lump sum consideration of 20.83 crores, to be discharged by MESPL through issue of equity shares to the Company. The said sale/transfer of the Companys Express Network Business was completed on 31 July 2023 and consequently, MESPL on the said date allotted 2,08,32,222 equity shares of 10 each fully paid to the Company towards consideration for the said sale/transfer.

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

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

Increase of Stake in Zipzap Logistics Private Limited ("ZipZap") and pursuant During the to the Share Purchase Agreement, Share Subscription Agreement and Shareholders Agreement entered by the Company, it acquired 22,645 equity shares and 31,600 Series A Compulsorily Convertible Cumulative Preference Shares of Zipzap, which taken together with the previous holding of the Company, constituted 60% of the Share Capital of Zipzap, on a fully diluted basis. Consequently, Zipzap ceased to be an associate and became the subsidiary of the Company with effect from 22 December 2023. Zipzap specializes in last mile and micro fulfilment year 2023-24: services under the brand Whizzard. The Companys investment in ZipZap has complemented the Companys existing last-mile delivery business and electric vehicle-based delivery services ("eDeL").

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

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

Absorption of V-Link Automotive Services Private Limited ("VASPL") and V-Link Fleet Solutions Private Limited ("VFSPL") (together referred to as "Transferor Companies") with MLL Mobility Private Limited ("MMPL" or "Transferee Company") and their respective shareholders ("Scheme") under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder. The Transferor Companies as well as the Transferee Company were the wholly owned subsidiaries of the Company. The Certified Section 230 to 232 and other applicable provisions of the Act sanctioning the above Scheme was filed by the respective companies on 28 March 2024 with the Registrar of Companies, Maharashtra ("ROC"), and consequently VASPL and VFSPL being the Transferor Companies dissolved and ceased to be the subsidiaries of the Company with effect from 28 March 2024. MMPL being the Transferee Company, discharged the consideration mentioned in the Scheme, by way of issuance and allotment of 1,79,470 equity shares of 10 each to the Company in lieu of its shareholding held in the Transferor Companies on 16 April 2024. MMPL continues to remain as a wholly owned subsidiary of the Company.

Material changes and commitments affecting the financial position of the Company

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

C. SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY Subsidiaries

As on 31 March 2024 and the date of this report, the Company has seven unlisted subsidiaries, four of which your Company has are wholly-owned subsidiaries. The subsidiary companies primarily deal in the business of transportation, freight forwarding, express network business, last mile delivery and continue to contribute to the overall growth in revenues and performance of the Company. For the financial year 2023-24, the subsidiaries contributed to 18.93% of the consolidated revenue of the Company. Lords Freight (India) Private Limited ("Lords"), subsidiary of the Company provides freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During the financial year 2023-24, Lords earned revenue of 247.85 crores as against 365.83 crores in the previous year, registering a degrowth of 32.25% over previous financial year. Its net profit after tax de-grew by 65.79% and stood at 3.39 crores for the financial year under review as against 9.96 crores for the previous financial year.

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

2x2 Logistics Private Limited ("2x2"), subsidiary of the Company specializes in offering automotive outbound logistics solutions to four-wheeler and two-wheeler industries and has a fleet of 120+ vehicles. During the financial year 2023-24, the revenue of 2x2 grew by 167.52% amounting to 55.35 crores as against 20.69 crores in the previous financial year. There is a net profit after tax of 3.51 crores the financial year 2023-24 as compared to a net loss of 3.87 crores for the previous financial year. The Company holds 55% stake in 2x2 as on 31 March 2024.

2x2 contributed 1.01% to the consolidated revenue of the Companyforthefinancial year 2023-24.

MLL Express Services Private Limited ("MESPL"), headquartered in Gurgaon, provides B2B Express logistics services across the value chain under the brand name "Rivigo by Mahindra Logistics". During the financial year 2023-24, MESPL earned revenue of 364.22 crores as compared to 121.62 crores in the previous financial year. Its net loss after tax increased by 288.71% and stood at 123.57 crores for the financial year under review as compared to ancial year. 31.79crores fin theprevious MLL Mobility Private Limited ("MMPL") is in the business of providing passenger transportation in ride hail segment and corporate transportation service solutions to companies in various sectors such as BPOs, Banking, IT and ITES. MMPL has electric vehicles fleet of 200+ vehicles. During the financial year 2023-24, MMPL earned revenue of 333.34 crores as against 185.14 crores in the previous financial year, registering a growth of 80.05%. There is a net profit after tax of 1.78 crores for the financial year under review as against the net loss after tax of 8.57 crores for the previous financial year.

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

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

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

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

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

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

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

Associates/Joint Ventures

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

Material Subsidiaries

In terms of the criteria laid down in the Companys Policy on Material Subsidiaries and the SEBI Listing

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

Performance and contribution of the Subsidiaries and Associates A report on the highlights of the performance and financial position of each of the Companys subsidiaries, associate and joint venture companies is included in the Consolidated Financial Statements and the salient features of their Financial Statements and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the rules framed thereunder, is provided in Form AOC-1 and forms part of this Annual Report. There was no material change in the nature of the business of the subsidiaries or associates of the Company during the financial year 2023-24.

Holding and Promoter Company

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

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

D. DIVIDEND

Dividend Distribution Policy

Company has adopted a Dividend The

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

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

The Dividend Distribution Policy is enclosed herewith as Annexure I and forms part of this Annual Report. It is also uploaded on the Companys website and can be accessed from the weblink: https://mahindralogistics. com/policies/

Dividend paid during the financial year 2023-24

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

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

Dividend recommended for the financial year 2023-24

Considering the performance of the Company for the financial year 2023-24, the Board of the Company has recommended a final dividend of 2.50/- per equity share (being 25% on face value) out of the profits earned by the Company for the financial year 2023-24. The recommended equity dividend outgo represents 29.06% of standalone PAT earned for the financial year 2023-24 and would result in cash outflow of approximately 18.01 crores including withholding tax, if declared. The final dividend recommended for the financial year 2023-24 is in accordance with the parameters laid down in the Dividend Distribution Policy of the Company and is subject to approval of Members at the ensuing Annual General Meeting ("AGM") and deduction of tax at source. Final dividend, if approved, shall be payable to those Members whose names appear in the Register of Members and List of Beneficial Owners as on 12 July 2024 "Record Date". The Register Members and Share Transfer books of the Company will remain closed from Saturday, 13 July 2024 to Monday, 22 July 2024 (both days inclusive) for the purpose of determining shareholders eligibility of the final dividend. Details of Shareholders as available in the Register of Members/List of Beneficial Owners on Record Date will be relied upon by the Company for the purpose of complying with the applicable withholding tax provisions and payment of the final dividend, if declared.

Transfer to reserves

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

E. INVESTOR RELATIONS

its interactions with domestic and overseas analysts, investors, and funds, establishing a relationship of transparency and mutual understanding.

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

These interactions take place either virtually or in person and aim to provide a comprehensive overview of the Companys operations, business and financial performance, as well as industry developments. To ensure transparency and equal access of information to all stakeholders and the general public, the Company uploads relevant details of the schedules, presentations, outcomes, recordings, transcripts etc. of the interactions held on its website and on the websites of the Stock Exchanges where its equity shares are listed, at various stages of the interactions. The disclosures, presentation, transcripts and the audio recordings of the interactions are hosted on the website of the Company for transcripts minimumperiodoffive of the quarterly years and thereafter as per the archival policy of the Company.

The investor relations information can be accessed on the Companys weblink: https://mahindralogistics.com/ investor-interaction/. ancial year Prior to the interactions an advance intimation of the schedule of group interactions, conducted virtually or in person, with details pertaining to the meet/call, mode of attending, details pertaining to registrations, disclaimers/note to complete/ease registration/ attend the call, details regarding specific platform requirements, if any, inclusions/exclusions of audience/ participants, if any, and such other details as applicable, are disclosed by the Company.

An earnings presentation summarizing the Companys overall business, services offered, industry trend, published financial results and performance is released by the Company upon publication of financial results on a quarterly basis and is made available to the shareholders, investors and general public through uploads upon on the website of the Stock Exchanges and the Company, in advance for active and healthy participation. During the interactions the Investors/analyst/funds are briefed on the published Financial Results, overall performance of the businesses of the Company, general industry update, information available in public domain and contents of the earnings presentation, followed by a Question & Answer session with the management of the Company. No unpublished price sensitive information is discussed/ disclosed during interactionstocreateconfidence and maintain sanctity of the meet/call. Post the interactions, an outcome of all group interactions giving brief of the discussions at the interactions, the exact weblink of the presentations referred to during the interactions and confirmation that no unpublished price sensitive information was shared/discussed in the meeting/call is promptly disclosed to the stock exchanges where equity shares of the Company are listed and uploaded on the website of the Company. Additionally for all quarterly earnings conference calls, list of management attendees, the exact weblink to the website of the Company where the audio recording is uploaded, are disclosed and made public on conclusion of the earnings call. The earnings calls in readable pdf format are also filed with the Stock Exchanges and uploaded on the website of the Company, within five working days on conclusion of the call. review, the Company During the adopted the Investor Grievance Redressal Policy (including Escalation Matrix) to promote and build prompt Investor Grievance redressal mechanism and investor friendly relations. The said Policy recognised the Investors right and access to reach out to the Company to enable them to raise a query or record a grievance, which would also enable the Company to use investors views as a feedback mechanism.

Silent period

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

F. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The Companys Internal Financial Controls were deployed through Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO), that addresses material risks in the Companys operations and financial reporting objectives. The Company continues to invest in various digitisation initiatives to automate controls to an extent possible, in order to minimize manual errors and lapses. The Company added new automated controls considering the increase in size and complexity of its operation. During the financial year under review, the Company engaged an external independent consultant to conduct an audit of its risk control matrix and assess the design and operating effectiveness of the Internal Financial Controls. The findings of the audit indicated that there were no material weaknesses in the effectiveness of the internal control systems, and no major deficiencies operation. Furthermore, no significant changes in the internal control over financial reporting were noted, and the internal control systems were operating adequately.

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

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

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

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

G. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of this Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2023-24.

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

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

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company and its subsidiaries (on a consolidated basis) are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines and also uploaded on the website of the Company at the weblink: https:// mahindralogistics.com/financial-results/ Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the note no. 41 and note no. 40 to the Standalone and Consolidated Financial Statements, respectively forming part of this Annual Report.

Material Related Party Transactions

During the financial year under review, the Company has entered into material Related Party Transactions ("RPTs") with M&M, the Holding Company and Promoter of the Company in excess of the thresholds prescribed by SEBI Listing Regulations i.e., transactions exceeding lower of 1000 crores or 10% of the annual consolidated turnover of the Company as per the last audited financial statements. The material RPTs with M&M were in ordinary course and arms length, and pre-approved by the Audit Committee and within the overall limits approved by the Shareholders of the Company. On a quarterly basis, details of material Related Party Transactions entered into by the Company, are also filed with the stock exchanges in the Corporate Governance Report in terms of Regulation 24 of the SEBI Listing Regulations.

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

Policy on Materiality of and on Dealing with Related

Party Transactions

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

I. AUDITORS AND THEIR REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.:117366W/W-100018) ("Deloitte") are the Statutory Auditors of the Company. The Members of the Company had at their 15^th AGM held on 29 July 2022 granted their approval for re-appointment of Deloitte for a second term of five consecutive years commencing from the conclusion of the 15^th AGM up to the conclusion of the 20^th AGM of the Company to be held in the year 2027. All services rendered by the Statutory Auditors are pre-approved by the Audit Committee. During the financial year under review, the Statutory Auditors have not offered any prohibitory services to the Company or its holding company or subsidiary company of the Company. Details of fees/remuneration paid to Statutory Auditors for the financial year 2023-24 are provided in Report on the Corporate Governance Section of this Annual Report.

Unmodified Statutory Auditors Reports

The Statutory Auditors Reports on the Annual Audited Financial Statements for the financial year 2023-24 forms part of this Annualunmodified Report and is i.e., it does not contain any qualification, adverse remark or disclaimer.

Secretarial Auditor

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

Unmodified Secretarial Audit Report and Annual

Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2024 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark. The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2024 is annexed to this Boards Report as Annexure III and forms part of this Annual Report. The Annual Secretarial Compliance Report for the financial year ended 31 March 2024 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8 February 2019 read with NSE and BSE circulars dated 16 March 2023 and 10 April 2023 is annexed to the Report on Corporate Governance and forms part of this Annual Report.

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

Internal Audit

The Company has framework to monitor the efficacy of the internal controls with the objective of providing to the Audit

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

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

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

Cost Audit and Records

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

Reporting of frauds by Auditors

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

J. PARTICULARS OF LOANS, INVESTMENTS,

GUARANTEES AND SECURITIES

Particulars of the loans given, investments made, guarantees provided by the Company during the financial year 2023-24 and the purpose for which the loan or guarantee is utilized by the recipient are place an disclosed in adequate Note Nos. 9 and 15 to the Standalone internal audit Financial Statements. No loans/advances have been made to companies/firms in which Directors are interested. The Company has not provided any securities in connection with any loans given during the financial year under review. The transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing Regulations are disclosed in notes to the Standalone Financial Statements.

K. PUBLIC DEPOSITS AND LOANS/ADVANCES

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

L. EMPLOYEES

Key Managerial Personnel

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

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

2. Mr. Saurabh Taneja, Chief Financial Officer;

3. Mr. Jignesh Parikh, Company Secretary.

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

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

Change in Company Secretary

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

Employee Stock Option Schemes

Employee Stock Options are recognised as an effective instrument to attract and retain talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to participate in the growth of the Company and to also create long-term wealth in the hands of employees. The Company has in force two Employee Stock Option schemes under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"):

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

2. Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018"); collectively referred to as "Schemes".

There were no changes made to the above Schemes during the financial year under review. During the financial year under review, the Nomination and Remuneration Committee ("NRC") granted 66,329 Restricted Stock Units ("RSUs") to the eligible employees of the Company and the Subsidiary companies in accordance with the RSU Plan 2018 approved by the Shareholders. No eligible employee (including Director) of the Company has been granted RSUs equal to or exceeding 1% of the issued share capital of the Company at the time of grant. No stock options were granted under the KESOS Scheme 2012 during the financial year under review and there are nil stock options outstanding under the KESOS Scheme 2012 as on 31 March 2024.

MMJC, Secretarial Auditor of the Company has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI SBEB

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

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

Particulars of employees and related disclosures

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

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

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

M. EMPLOYEE RELATIONS

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

Inclusion, Diversity, Equity and Accessibility (IDEA)

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

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

Our Awareness & Sensitization Programs drive our commitment to inclusivity:

• IDEA Circles: Safe spaces at warehouses and plants, led by local HR, ensure prompt resolution of womens concerns.

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

Prevention of Sexual Harassment (POSH): Mandatory training and revamped Internal Committee with 50% women appointments ensure compliance and inclusivity for all gender identities.

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

Performance Management

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

Prioritising the health and wellness of our people

Prioritising employee health with Swayam initiative, we promote wellness in financial, physical, and mental dimensions. Partnering with an external vendor, we offer a digital platform for diverse wellness programs, including fitness counselling, challenges, and personalized regimens. Our themed engagement programs and confidential counselling services contribute to improved wellness and engagement scores. We ensure proactive health management with Pre-Employment and Annual Health Check-ups.

Other HR Initiatives:

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

Townhalls: Conducted quarterly virtually, serving as platforms for disseminating crucial updates, organizational strategies, fostering employee engagement, transparency, alignment, and recognition. These sessions facilitate two-way communication, empowering employees to voice opinions, concerns, and suggestions directly to the leadership team. Skip Level Connect: HR-led sessions enhancing employee relations. Facilitates open dialogue, fosters trust, addressing concerns of managers and employees, and strengthens organizational cohesion.

You Said – We Did: A campaign that reassures employees that their opinions matter and they are an integral part of the change journey whereby projects linked to capability building, hygiene action planning, communication, organizational development projects for functions or business units with low scores, leadership development, and talent management have been conducted. iCoach Programme: Designed as a leadership development initiative, has successfully enabled the creation of a coaching culture where internally certified Coaches coach employees with potential so that they are equipped with the right skills to overcome challenges and achieve their goals.

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

Sandhaan: A platform designed to groom future leaders at the mid management level. Based on the premise that Happy Employees create Happy Customers, participants share their learnings with their colleagues and then drive business impact projects by creating ‘Moments of Truth for customers. Disha: A program for first time supervisors on the shop floor, to strengthen their ability to manage teams and ensure result orientation with execution excellence aligned to the Mahindra Leadership Rise competencies. 1500+ employees were covered via this initiative by leveraging on in-house leaders and faculty. AXLERATE: Platform, which was created to drive functional capability building, across various domain in supply chain and operations management. The focus was to develop an overall perspective about best practices from the industry. The Company has also introduced AXELRATE 2.0 to develop capabilities of employees in partnership with, NITIE an external agency. Prapantaran: The Six Sigma Black Belt certification programme was launched for 15 leaders, they have identified projects linked to optimisation, cost reduction, productivity enhancement etc. specific to their role in the Company with an aim to enhance the problem-solving capability of senior leaders in the Company.

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

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

N. HEALTH AND SAFETY

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

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

The EHS policy of the Company is displayed at all prominent location and offices and communicated with all stake holders. The EHS policy is supported by safety management programs for near miss, unsafe act, unsafe condition capturing, implementing Safety Kaizen, conducting Safety observation tour to identify, assess and control the risks. The Company demonstrates strong leadership commitment towards EHS with multiple measures and actions implemented through competency training programs like defensive driver training, first aid, firefighting External training through expert trainers is also being conducted periodically. Electrical and fire safety audit has been conducted for concerns related to electrical and fire safety. safety culture across PAN India level. Safety annual events are organized like National Road Safety Week (in January), National Safety Week (in March), Fire Service Week (in April), World Environment Day (in June) and Drivers Day (in September) for employee engagement in safety. Safety pledge is taken before start of work at location. Bimonthly Safety Themes are roll out PAN India for awareness and safety culture among the team. The Company has also carried out internal safety audits and external audits for facilities for assessing and managing safety risks with respect to warehousing and Logistics verticals. The Company continued commitment to improve wellbeing of employees and contract workmen by organizing health examination camps, health check-ups, Eye check-up camps for drivers. The Company drives the essential idea of Safety Management System (SMS) to provide a systematic approach for achieving acceptable levels of safety risk. SMS is comprised of four functional components, including an intangible, but always critical, aspect called safety culture. This helps for proactive efforts and corrective actions for safety.

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

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

O. QUALITY

The Company believes in adopting an integrated approach to drive excellence in everything it does. At the Mahindra Group level, the Company follows ‘The Mahindra Way ("TMW"), the Mahindra Groups Business Excellence Model. TMW is an integrated approach that extends beyond the quality of our products and services to encompass excellence in all functions, processes and operations within the businesses in the Group. The implementation of TMW is governed by a robust framework - House of TMW, which comprises of 4 elements viz, Organization, Management process, Business Process and Business Results. Management Processes are fundamental to the way in which any company strives for excellence. Business Process are the processes which are critical to the day-to-day running of a business. The management process ensures excellence "Spread" across the organization and implementation of TMW framework across the key business process ensures "depth" of inculcation of TMW approach across the Company. Along with the Management process, key business processes are selected for driving improvements through a structured and systematic approach.

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

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

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

Integrated Management System Quality, Environment & Safety

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

Continual Improvement

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

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

P. BOARD & COMMITTEES Board

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

Director Retiring by Rotation

Dr. Anish Shah, Non-Executive Director

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

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

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

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

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

Appointment of Mr. Rampraveen Swaminathan, MD and CEO:

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

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

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

Declaration by Independent Directors

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

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

Board Diversity

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

Performance Evaluation

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

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

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

Process of evaluation/Feedback mechanism

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

Thequestionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI. The performance evaluation parameters covers various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, the Board culture, execution and performance of specific duties, 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 are also encouraged to provide qualitative feedback and comments as part of the evaluation. A detailed note on process of evaluation is provided in the section titled Report on Corporate Governance, which forms part of this Integrated Annual Report.

Outcome and results of evaluation

The outcome of the evaluations was presented to the Board, the NRC, and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. All Directors of the Company as on 31 March 2024 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process. evaluation exercise for the financial year under The review, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. They concluded that the Board functions in a cohesive and professional manner. Suggestions provided to enhance the Boards effectiveness have been noted and taken up for implementation.

Familiarisation Program for Independent Directors

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

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

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

Board Agenda, presentations and supporting documents;

Code of Conduct for Directors;

Terms and conditions of appointment of Independent Directors;

Annual Reports.

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

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

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

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

The

Company and can be accessed from the weblink: https://mahindralogistics.com/policies/.

Remuneration to Directors

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

Non-Executive Directors

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

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

Executive Director - Managing Director & CEO

The Managing Director & CEO of the Company is paid remuneration within the overall terms and limits approved by the Shareholders of the Company. He does not draw any remuneration or commission from the Holding Company or the subsidiary companies of the Company. During the financial year under review, there was a proposal on variation in terms of the remuneration of Managing Director & CEO, approved by the Board of Directors basis the recommendation of the Nomination and Remuneration Committee, at their meeting held on 30 August 2023, subject to approval of the shareholders through Postal Ballot, for the remainder period of his current tenure of appointment i.e. up to 3 February 2025. However, as on the date of this report, the Board of Directors of the Company, basis the recommendations of the Nomination and Remuneration Committee, at their meeting held on 22 April 2024 has decided not to proceed with the said proposal.

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

Directors & Officers Liability Insurance

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

Succession Planning

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

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the management and after due enquiry, confirm that: a. In the preparation of the annual accounts for the financial year ended 31 March 2024 the applicable accounting standards had been followed and there are no material departures therein; b. They had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31 March 2024 and of the profit and loss of the Company for the financial year ended on that date; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31 March 2024; f. y The have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2024.

Board Meetings

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

Annual General Meeting

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

Meeting of Independent Directors

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

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

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

AUDIT COMMITTEE

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

Composition of Audit Committee

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

1. Mr. Ranu Vohra, Independent Director Chairman

2. Mr. Darius Pandole, Independent Director Member

3. Ms. Avani Davda, Independent Director Member

4. Ms. Malvika Sinha, Independent Director - Member

5. Mr. Dhananjay Mungale, Independent Director Member

6. Mr. Ameet Hariani, Independent Director Member There was no change in the composition of the Audit Committee or in the terms of reference of the Audit Committee, during the financial year under review. The Company Secretary of the Company acts as the secretary to the Committee.

Recommendations of the Audit Committee

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

Other Board Committees

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

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

Q. GOVERNANCE

Corporate Governance

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance. philosophy The and practices are further strengthened through "The Mahindra Way" (TMW) assessments, the Groups Business Excellence model, and various policies and codes adopted by the Company. A detailed Report on Corporate Governance along with a Certificate from a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI

Listing Regulations is included as a separate section and forms part of this 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 others stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism. The Policy also makes provision for direct access to the Chairperson of the Audit Committee. The Company also has a Business Ethics Governance Council ("BEGC") which is responsible for steering all activities related to ethics & governance in the Company.

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

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

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

- Stakeholder are also welcome to writing to the Company at postal address: Mahindra Logistics Limited, Arena Space, 10^th & 11^th Floor, Plot No. 20, Jogeshwari Vikhroli Link Road, Near Majas Bus Depot, Jogeshwari (East), Mumbai 400060.

- Directly writing to the Chairman of Audit Committee: Through e-mail at:mll.vigil@mahindralogistics.com; or Through letter: Addressed to airman, Audit Committee Ch The C/o Chief Ethics Officer, Mahindra Logistics Limited Arena Space, 10^th & 11^th Floor, Plot No. 20, Jogeshwari Vikhroli Link Road, Near Majas Bus Depot, Jogeshwari - (East), Mumbai - 400060. helplineThis operates 24/7, ensuring accessibility for all. During the financial year under review, the Company has received 26 whistle blower complaints, out of which 20 complaints were investigated and appropriate actions were taken, and investigations are underway for the remaining 6 complaints. A quarterly report on the whistle-blower complaints received by the Company is placed before the Audit Committee for its review. The MD & CEO and CFO of the Company have certified to the Board and Audit Committee that during the financial year under review, no personnel was denied access to the Chairperson of Audit Committee of the Board.

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

Prevention of Sexual Harassment at Workplace

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

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

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

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

Risk Management

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

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

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

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

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

We believe that while the growth and success of our business is our priority, we can reach our greater goals only if we cater to the needs of the communities where we operate. Community development involves implementing a long-term plan to establish a supportive and lasting framework for the progress of communities. As a result, your Companys approach to CSR extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits. The CSR committee of the Board oversees and guides our CSR approach and deployment in line with the CSR policy adopted by the Board. The CSR Policy covers the focus/thrust areas around which the CSR programmes, projects and activities are planned for creating a significant positive impact on targeted stakeholder groups. During the financial year under review, the CSR efforts of the Company continued to be directed towards its focus areas in line with the Companys CSR Policy positively impacting over 90,000 beneficiaries PAN

India. The Company also encourages its employees to become willing participants in its CSR initiatives.

Here are some of our community development initiatives.

CSR - Community engagement

Building Communities

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

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

HIV/AIDS awareness including testing and treatment, family welfare and organising celebrations of various festivals together with the promotion of social messages across different locations etc. Support for orphanages, destitute homes, senior citizens, Swachh Bharat Abhiyan are some of the other interventions that are part of our community development initiatives.

During the financial year 2023-24, your Company supported 89,787 individuals across the country through 11,234 volunteering hours.

Educational Support:

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

Skill Development:

Education and skill development of local communities are critical to national development. We focus on promoting education, including special education, vocational skills, especially among girls, youths, LGBTQ+ and the people with disabilities. During the financial year 2023-24, skill development training has been imparted to 54 LGBTQAI, 50 PWDs and 110 Women from marginalised communities. Successful 15 candidates were felicitated for their achievements. During the financial year 2023-24, your Company supported 239 individuals across the country through this project.

Restoring Environment:

Restoring the environment is among our core belief and this objective is promoted through the increased usage of renewable energy, waste management, renewal of natural water bodies, enhancement of green cover through tree plantation activities. Through this intervention, during the financial year 2023-24, your Company directly and in partnership with SankalpTaru planted 9,424 saplings, taking the total tally of trees planted to 1,53,412 since financial year 2013.

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

CSR Committee

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

1. Mr. Ranu Vohra, Independent Director Chairman

2. Ms. Malvika Sinha, Independent Director Member

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

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

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

Changes in composition of the CSR Committee

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

CSR Policy

The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee. The CSR

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

amendment to the CSR Policy of the Company.

CSR Spend

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

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

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

Annual Report on CSR

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

S. SUSTAINABILITY philosophy of ‘Road to Rise The to create value for our stakeholders by embedding sustainability in our offerings, strategy, decision making and in our day-to-day operations.

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

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

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

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

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

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

Business Responsibility and Sustainability Report

As stipulated in Regulation 34(2)(f) of the SEBI

Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") of the Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 2023-24, in the prescribed format is available as a separate section and forms part of this Annual Report.

The BRSR is also uploaded on the website of the Company and can be accessed at the weblink: https:// mahindralogistics.com/financial-results/annual-result/.

T. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

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

U. POLICIES

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

V. SECRETARIAL

Authorised Share Capital

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

Changes in issued, subscribed and paid-up share capital

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

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

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

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

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

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

Annual Return

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

Compliance with Secretarial Standards

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

W. PROCEEDINGS UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016)

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

X. GENERAL

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

• 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;

• Revision made in Financial Statements or the Boards Report of the Company;

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

Y. ACKNOWLEDGMENTS

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

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy ("Policy") establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company. The policy has come into force with effect from the date of Listing.

This Policy aims to ensure that the Company makes rational decision with regard to the amount to be distributed to the Shareholders as dividend after retaining sufficient funds for the Companys growth, to meet its long-term objectives and vision and other purposes. It lays down various parameters which shall be considered by the Board of Directors of the Company before recommendation/declaration of Dividend to its Shareholders.

Dividend will be declared on per share basis on the Ordinary Equity Shares of the Company. TheCompany currently has no other class of shares. Dividend declared will be distributed amongst all shareholders, based on their shareholding on the record date.

Dividend will generally be recommended by the Board annually, after the announcement of the full year results and before the Annual General Meeting (AGM) of the Shareholders, as may be permitted by the Companies Act, 2013 ("Act").

The Company has had a consistent dividend policy that balances the objective of appropriately rewarding Shareholders through dividends and to support the future growth.

As in the past, subject to the provisions of the applicable law, the Companys dividend payout will be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Within these parameters, the Company would endeavour to maintain a dividend pay-out of an optimal range of at least 20% of annual audited standalone Profit After Tax ("PAT") of the Company.

The Board may consider not declaring dividend and has the power to recommend a different dividend payout for a given financial year, given business environment and conditions and after analyzing the prospective opportunities and threats or in the event of challenging circumstances such as regulatory and financial environment. In such event, the

Board will provide rationale in the Annual Report. The Board may also declare special/interim dividend(s) on occasions of significance, as may be permitted by the Act.

Internal and external factors that shall be considered The for declaration of dividend shall include the following:

¦ Internal Factors: i. Profitable growth of the Company and specifically, profits earned during the financial year as compared with: a. Previous years and b. Internal budgets, ii. Cash flow position of the Company, iii. Accumulated reserves, iv. Earnings stability, v. Future cash requirements for organic growth/ expansion and/or for inorganic growth, vi. Brand acquisitions, vii. Current and future leverage and, under exceptional circumstances, the amount of contingent liabilities, viii. Deployment of funds in short term marketable investments, ix. Long term investments, x. Capital expenditure(s), and, xi. The ratio of debt to equity (at net debt and gross debt level); xii. Any other factor deemed relevant by the Board.

¦ External Factors: i. Business cycles, ii. Economic environment, iii. Cost of external financing, iv. Applicable taxes including tax on dividend, v. Industry outlook for the future years, vi. Inflation rate, and, vii. Changes in the Government policies, industry specific rulings Apart from the above, the Board may also consider past dividend history and sense of shareholders expectations while determining the rate of dividend.

The retained earnings of the Company shall be utilised in any way including the following: i. Capital expenditure for working capital, ii. Organic and/ or inorganic growth, iii. Investment in new business(es) and/or additional investment in existing business(es), iv. Declaration of dividend, v. Capitalisation of shares, vi. Buy back of shares, vii. General corporate purposes, including contingencies, viii. Any other permitted usage as per the Act.

Disclosures

The Policy will be displayed on website of the Company and same will also be published in Annual Report of the Company.

Review

This policy may be reviewed periodically by the Board. Any changes or revisions to the policy will be communicated to the shareholders in a timely manner.

Amendment

In case of any amendment(s), issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

FORM AOC 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under fourth proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

There were no contracts or arrangements, or transactions entered into during the financial year ended 31 March 2024 which were not at arms length basis.

2. Details of material contracts or arrangements or transactions at arms length basis:

The details of material contracts or arrangements or transactions at arms length basis for the financial year ended 31 March 2024 are as follows:

Sr. No. Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Transaction value ( in crores)	Duration of the contracts/ arrangements/ transaction	Salient terms of the contracts or arrangements or transactions including the value, if any	Date(s) of approval by the Board, if any	Amount paid as advances, if any ( in crores)
1. Mahindra & Mahindra Limited, Holding and	Availing of services	3.34	1 April 2023to 31 March 2024	The Related Party Transactions (RPTs) entered into during	Since these RPTs were in ordinary course and on	Nil
	Rendering of services	2,827.95
Promoter of the Company	Purchase of Fixed Assets	0.20		the financial year/ under review were in ordinary course	arms length basis, approval of the Board is
	Reimbursements made to parties	17.64		of business and on arms length basis.	not applicable. Necessary prior approvals were
					granted by the Audit Committee from time to time.
	Total	2,849.13

Note: Transactions with related party exceeding the materiality thresholds prescribed under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are considered for above reporting.

FORM NO. MR.3

SECRETARIAL AUDIT REPORT for the financial year ended 31 March 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

Mahindra Logistics Limited,

Mahindra Towers, P.K. Kurne Chowk, Worli, Mumbai 400018

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahindra Logistics Limited (hereinafter called ‘the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Auditors Responsibility:

Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. We have conducted the audit in accordance with the applicable Auditing Standards issued by The Institute of Company Secretaries of India. The Auditing Standards requires that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records. verific of the Companys books, papers, Basedonour minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we Securities hereby report that in our opinion, the Company has, during the financial year ended on 31 March 2024 (hereinafter called the ‘Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2024 according to the provisions of: (i) The Companies Act, 2013 (‘the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment (Overseas Direct Investment and External Commercial Borrowings are not applicable to the Company during the Audit Period); (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) as amended from time to time: (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Audit Period) (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) TheSecurities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during the Audit Period) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client; and Exchange(g) The Board of India (Delisting of Equity Shares) Regulations, 2021;

(Not Applicable to the Company during the Audit Period) and (h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018. (Not Applicable to the Company during the Audit Period) d, no law is specifically applicable to the identifie (vi) As Company.

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India and amendments made thereunder. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made thereunder.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards, etc. mentioned above.

We further report that of the Company is duly constituted The with proper balance of Executive Director, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the audit period.

Adequate notice is given to all Directors to schedule the Board and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except in few Board and Committee meetings held at a shorter notice for which necessary approvals obtained as per applicable provisions) and a system exists for seeking and obtaining clarifications on further information and the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee(s) of the Board, as the case may be and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period the Company has

1. Issued and allotted 59,121 Equity Shares of face value of 10/- each towards exercise of Restricted Stock Units under the Mahindra Logistics Employee Restricted Stock Unit Plan 2018. Consequently, the issued, subscribed and paid-up share capital of the Company increased during report is tothe Audit Period and as on 31 March 2024 amounted to 72,03,61,510/-.

2. Completed Business Transfer Agreement with MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) (‘MESPL), wholly owned subsidiary of the Company for sale/transfer of Companys Express Network business of the Company as a going concern on slump exchange basis effective from 1 April 2023, for a lump sum consideration of 20.8 crores and on 31 July 2023, 20,832,222 equity shares of 10 each fully paid were allotted to the Company towards consideration for the said sale/transfer.

3. Acquisition of 22,645 equity shares and 31,600 CCCPS of ZipZap Logistics Private Limited ("ZipZap"), which taken together with the previous holding of the Company constitutes 60% of the Share Capital of ZipZap, on a fully diluted basis. Consequently, ZipZap has become the subsidiary of the Company with effect from 22 December 2023.

4. Entered into a Share Purchase Agreement with Transtech Logistics Private Limited (‘TLPL) an associate of the Company and the Promoters of TLPL, for sale/ transfer of the 39.79% stake held by the Company in TLPL i.e., 100 equity shares of 10 each and 65,988 Compulsorily Convertible Preference Shares of 50 each, for a consideration of 1,32,176/- were discharged by the Promoter of TLPL in cash to the Company.

ANNEXURE IV

DETAILS OF REMUNERATION

Details pertaining to remuneration as required under sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The remuneration of each Director, Chief Financial Officer and Company Secretary as on 31 March 2024, percentage increase in their remuneration during the financial year 2023-24 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 are as under: ( in crores)

Sr. No. Name of Director/KMP	Designation	Remuneration of Director/ KMP for the financial year 2023-24		% increase in remuneration in the financial year 2023-24		Ratio of remuneration (Including perquisite value of ESOPs exercised) of each
		(Excluding perquisite value of ESOPs exercised)	(Including perquisite value of ESOPs exercised)	(Excluding perquisite value of ESOPs exercised)	(Including perquisite value of ESOPs exercised)	Director to median remuneration of the employees for the financial year 2023-24 percentage increase
1. Dr. Anish Shah	Chairman and Non- Executive Director	Nil	Nil	Nil	Nil	Not Applicable [refer note no. (i)]
2. Mr. Rampraveen Swaminathan	Managing Director & CEO	4.35	4.35	4.82	(10.31)	104.05
3. Mr. Naveen Raju	Non-Executive Director	Nil	Nil	Nil	Nil	Not Applicable [refer note no. (i)]
4. Mr. Ranu Vohra	Independent Director	0.23	0.23	21.05	21.05	5.62
5. Mr. Darius Pandole	Independent Director	0.23	0.23	15.00	15.00	5.47
6. Ms. Avani Davda	Independent Director	0.18	0.18	(5.26)	(5.26)	4.23
7. Ms. Malvika Sinha	Independent Director	0.18	0.18	5.88	5.88	4.32
8. Mr. Dhananjay Mungale	Independent Director	0.20	0.20	33.33	33.33	4.90
9. Mr. Ameet Hariani!	Independent Director	0.17	0.17	30.77	30.77	4.04
10. Mr. Saurabh Taneja*	Chief Financial Officer	1.32	1.32	Not Applicable [refer note no. (iii)]		31.70
11. Ms. Ruchie Khanna#	Company Secretary	0.26	0.26	(3.70)	(3.70)	6.14
12. Mr. Jignesh Parikh$	Chief Financial Officer	0.20	0.20	Not Applicable [refer note no. (iii)]		4.77

! Appointed as an Independent Director of the Company with effect from 1 May 2022;

* Appointed as the Chief Financial Officer with effect from 1 September 2023;

# Ceased as the Company Secretary of the Company with effect from close of 30 November 2023. Remuneration reported is for the period of employment in the Company i.e., 1 April 2023 till 30 November 2023; $ Appointed as the Company Secretary of the Company with effect from 1 December 2023.

Notes: i. The Non-Executive (Non-Independent) Directors were not paid any remuneration during financial year 2023-24; ii. The remuneration of Independent Directors comprises of commission payable and sitting fees paid for Board and Committee Meetings during the financial year 2023-24. iii. Since associated for part of the financial year 2023-24 percentage increase in remuneration is not reported.

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

The median remuneration of permanent employees of the Company during the financial year under review was 4.18 lakhs and ratio of remuneration of each Director to the median remuneration of the employees of the Company is provided in table above.

For the purpose of computation of median remuneration only permanent employees on the payrolls of the Company to whom the remuneration was paid during the financial year 2023-24 have been considered. of 2. The each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary Manager, if any, financial year: the

Provided in table above.

3. Percentage increase in the median remuneration of employees in the financial year:

There was an increase of 5.14% in the median remuneration of employees in financial year 2023-24 vis-a-vis financial year 2022-23.

4. Number of permanent employees on the rolls of Company:

Ther were 3,740 permanent employees on the rolls of Company as on 31 March 2024.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increase in the salaries of permanent employees other than the managerial personnel in the last financial year i.e. 2023-24 was 11.02% whereas the decrease in the managerial remuneration for the financial year 2023-24 was 10.31%.

The remuneration of employees includes perquisite value of ESOPs exercised during the year under review. The increase in remuneration of employees of the Company is dependent on the Companys performance as a whole, individuals performance and also market benchmarks. The remuneration of the Managing Director is decided based on the individual performance, inflation, prevailing industry trends, and benchmarks. The remuneration of Non-Executive (Independent) Directors consists of commission and sitting fees. The Non-Executive Non-Independent Directors did not draw any remuneration from the Company during the financial year 2023-24.

While deciding the remuneration, various factors such as Directors participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, time spent in carrying out other duties, role and functions as envisaged in Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other factors as the Nomination and Remuneration Committee may deem fit etc. were taken into consideration.

6. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby paid for financial year 2023-24 is as per the Companys Policy for remuneration of Directors, Key Managerial Personnel and other employees.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR FINANCIAL YEAR 2023-24

1. Brief outline on CSR Policy of the Company :

Your Companys approach to CSR extends beyond fulfilling legal obligations and instead focuses on generating social and environmental benefits. The Company has a well-defined and multi-tiered governance mechanism to oversee implementation of and monitor the CSR Policy and initiatives of the Company in compliance with the Section 135 of the Companies Act, 2013 read with Rules framed thereunder.

The objective of the Companys CSR policy is to: ? promote a unified and strategic approach to CSR across the Company by identifying select constituencies and causes to work with, thereby ensuring a high social impact.

? ensure an increased commitment at all levels in the organisation, by encouraging employees to participate actively in the Companys CSR initiatives and give back to the society in an organised manner through the employee volunteering programme called ESOPs (Employee Social Option Programs).

As per the approach and direction of the Board of Directors and the CSR Committee of the Company, the Companys CSR efforts are directed and focused towards Skill Development, Education, Building Communities, Sustainability and Disaster Relief and rehabilitation as stated in the Policy. The CSR initiatives are undertaken by the Company itself or through any eligible/qualifying implementing partners/agencies.

2. Composition of CSR Committee:

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Ranu Vohra	Chairman, Independent Director	2	2
2 Ms. Malvika Sinha	Member, Independent Director	2	2
3 Mr. Rampraveen Swaminathan	Member, Managing Director & CEO	2	2
4 Mr. Naveen Raju	Member, Non-Executive Director	2	2

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company :

Weblink of Composition of CSR Committee: https:// mahindralogistics.com/board-of-directors/#committee Weblink of CSR Policy and CSR Projects approved: https://mahindralogistics.com/policies/

4. Provide the executive summary along with web- Board has carried forward the CSR link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

Not Applicable, since the Companys average CSR obligation in the three immediately preceding financial years does not exceed 10 crores.

5. (a) Average net profit of the Company as per subsection (5) of section 135: 49,68,12,239.24

(b) Two percent of average net profit of the Company as per sub-section (5) of section 135:

99,36,244.78

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set-off for the financial year, if any: Nil* *The excess spend of the financial year 2021-22 of 7,21,179.76/-. However, while the same is available for set-off, the Company has not availed the set-off for FY 2022-23 and FY 2023-24. Further, the Board has carried forward the CSR excess spend of the previous financial year i.e., 2022-23 of 3,34,998.19/-. However, while the same is available for set-off, the Company has not availed the set for FY 2023-24.

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: 99,36,244.78

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 1,04,14,529.00 (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable.: Nil (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: 1,04,14,529.00 (e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Amount Unspent (in )
Financial Year 2023-24 (in )	Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135
	Amount.	Date of transfer	Name of the Fund	Amount	Date of transfer
1,04,14,529.00	Nil	Not Applicable	Not Applicable	Nil	Not Applicable

(f) Excess amount for set-off, if any: 4,78,284.22

Sl. No. Particular	Amount (in )
(1) (2)	(3)
i. Two percent of average net profit of the company as per sub-section(5)of section 135	99,36,244.78
ii. Total amount spent for the Financial Year	1,04,14,529.00
iii. Excess amount spent for the Financial Year [(ii)-(i)]	4,78,284.22
iv. Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	Nil
v. Amount available for set off in succeeding Financial Years [(iii)-(iv)]	4,78,284.22

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable

1 2	3	4	5	6		7	8
Sl. No. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under subsection (6) of section 135 (in )	Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in )	Amount Spent in the Financial Year (in )	Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in )	Deficiency, if any
				Amount (in ).	Date of transfer
1. FY-1
2. FY-2
3. FY-3
Total

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No If Yes, enter the number of Capital assets created/acquired: Not Applicable Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility "CSR" amount spent in the Financial Year: Not Applicable

Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/Authority/beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)	(6)
				CSR Registration Number, if applicable	Name	Registered Address

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit (5) of section 135:

Not Applicable.

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

(Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014)

1. CONSERVATION OF ENERGY a. Thesteps taken or impact on conservation of energy:

Your Companys focus on the comprehensive approach to encourage low-carbon logistics solutions and improve energy efficiency across its operations is led by continuous collaborations with responsible stakeholders. Your Company has identified Green House Gas ("GHG") emission reduction as key material issues led by 3 key actions: greening infrastructure, pioneering steps taken by the circularity and decarbonisation in alignment with SBTi emission reduction trajectory for scope 1, 2 and 3 realising carbon neutrality by 2040. Aligned to this strategy, your Company is committed to develop all the built-to-suit "BTS" warehousing facilities meeting the Indian Green Building Councils ("IGBC") standards of green buildings and subsequently get the sites certified with necessary energy optimization and resource efficiency initiatives. Your Company is increasing Renewable Energy component in energy mix by installing solar panels at warehouse facilities pan India to make the facilities energy efficient and sustainable.

The strategy to achieve carbon neutrality guided by 10 ESG Commitments at group level for just transition focusing on enhancing energy productivity, increasing the renewable energy mix and refining our emission targets. Some of these measures include: y performance on ? Under ACE program on energy efficiency, your Company was able to optimize electrical energy consumption at selective sites and is continuously working to deploy this at other facilities. The Company has optimized energy usage through replacing conventional lighting, use of natural lighting, investing in energy-saving equipment through 5-star rated appliances and other energy equipment with advanced technology resulting in saving of 21.5 lakh kWh equivalent to reduction of

GHG emissions by ~ 1500+ tCO2^e.

? Electrifying the last mile through eDel and EV deployment in our Mobility business.

? Reducing customers carbon footprint with dedicated low carbon solutions, such as switching to alternative fuel (CNG), route optimization to reduce empty miles, vehicle upgradation and load consolidation.

? Usage of green concrete at BTS facilities

avoiding around 200+ tCO2^{e GHG emissions.}

? Shifting to efficient terms of emissions i.e. road to rail.

? Enabling natural carbon sequestration through large scale sapling plantation across our footprint in India.

b. for utilizing The alternate sources of energy:

Your Company is aggressively optimising office and warehousing operations with the aim to save energy incorporating alternate fuel and renewable energy wherever possible. Currently, the solar powered warehousing space stands at 3.6 Mn sq. ft. and contributed to around 11% renewable energy of the total energy mix. Facilities with solar power generation setup are equipped with charging infrastructure for electric vehicles and is made available for Companys vehicles and employees. Your Company has also used CNG as low emission fuel for mobility solutions to customers. is Your Company uses advanced technology to make the vehicles fuel efficient and has developed technology solutions that enables to optimise travel routes and helps in tracking and monitoring a real-time basis.

The Company is also evaluating the usage of alternative fuels like LNG and Biofuels that will help in mitigating the emissions from the transportation segment.

c. The capital investment on energy conservation equipments:

During the financial year under review, the Company has not incurred any capital investment on energy conservation equipments.

2. TECHNOLOGY ABSORPTION

a. The efforts made towards technology absorption:

The Company has over the past years made consistent investments in digitisation and technology to augment and optimise our operations to serve our customers better. Through digitisation and network management, we also optimise the utilisation of our assets across customers, sectors and routes. We are steadily digitising our existing processes to improve transparency, data availability and efficiency. Planned technology systems include enhancements to our transport management system, development of our warehouse management system, EMS technology platform, and a portal for our business associates. Besides the above, we are working on scaling up our analytics and network optimisation capabilities. Last year we started the development of our flagship integrated tech stack ‘LogiOne. LogiOne tech stack will house our in-house Transport & Warehouse Management system, Ocean & Air Freight Management system, Express & Last Mile suite coupled with optimization suite for load & route management. Data from all the systems will flow into a central data lake, where the Data Analytics layer will run algorithms, process the data, and share valuable inputs supplementing our operations and decision making. Through LogiOne we plan to remove redundancies in various legs of supply chain and enable seamless operations for our customers.

To capitalise on emerging technological trends, we integrated to ONDC platform. We launched Last Mile Delivery through the platform. We launched ‘Catapult 4.0, our start-up incubation program, with the aim of co-creating new and innovative solutions for supply chain industry with upcoming start-ups. We also commenced the development of MLL

Technology and Automation centre in our upcoming built-to-suit warehouse park in Pune. This centre will focus on the development of automation systems, test use-cases and accelerate deployment across our operating sites throughout the country.

b. The benefits derived like product improvement, cost reduction, product development or import substitution:

Detailed benefits are explained at point (a) above.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Technology	Year of import	Status of technology absorption
Not applicable	Not applicable	Not applicable

d. The expenditure incurred on Research Development:

During the financial year 2023-24, the Company did not incur any expenses towards Research and Development activities.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO (in terms of actual inflow and outflow)

Foreign Exchange earnings and outgo	For the ended 31 March 2024	For the financial year ended 31 March 2023
Total Foreign	NIL	NIL
Exchange Earned
Total Foreign	2.22	1.63
Exchange Outgo

POLICIES

Your Company is committed to adhere to the highest standards of ethical, moral and legal business conduct. In accordance with the requirements of the provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI Insider Trading Regulations") and other applicable laws, as amended from time to time, your Company has formulated certain Policies. These Policies are reviewed periodically and are updated as and when needed. The policies are uploaded on the website of the Companyhttps://mahindralogistics.com/policies/ and/or on the intranet of the Company, as applicable.

A brief description about the Key Policies adopted by the Company is, as under:

Name of the Policy/Code	Brief Description	Summary of key changes made to the Policies/Codes
Vendor Code of Conduct	The Company has adopted Vendor Code of Conduct which defines the minimum and basic requirements placed on for the Companys Vendors. This Code requires the Companys Vendors to go beyond legal compliance, drawing upon internationally recognized standards, in order to advance social and environmental responsibility. The acceptance of this Code is mandatory for all Vendors of the Company.	There have been no changes made to this Code.
Code of Conduct	The Board of your Company has laid down Codes of Conduct viz. one for all the Directors and one for all Senior Management and Employees of the Company. These Codes are the central policy documents which specify the requirements for business practices and principles of behaviour that the Directors associated the Company and employees working for and with the Company must comply with, regardless of their location.	There have been no changes made to this Policy.
	The said Policy also includes:
	1) Policy on Conflicts of Interest;
	2) Policy on Anti-Corruption;
	3) Policy on Giving and Accepting Gifts and other Business Courtesies;
	4) Policy on Fair and Honest Dealings;
	5) Policy on Antitrust and Competition;
	6) Policy on Competitively Sensitive Information.
Policy on Materiality of and on dealing with Related Party Transactions	The Policy has been framed in accordance with Regulation 23(1) of the SEBI Listing Regulations to regulate all the transactions between the Company and its related parties.	There have been no changes made to this Policy.
Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning	This Policy includes the criteria for determining qualifications, positive attributes and independence of a Director,identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down therein, succession planning for Directors and Senior Management, the Talent Management framework of the Company and sets out the approach of the Company towards the Compensation of Directors, Key Managerial Personnel, Senior Management Personnel other employees.	During the year under the review, the Policy was amended to incorporate the changes brought in by SEBI through the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 effective 14 July 2023.
Risk Management Policy	The Risk Management Policy statement is adopted to outline guidelines mandated by the Companys Board of Directors in identification, assessment, measurement, mitigation, monitoring and reporting of all risks associated with the activities conducted by the Company.	There have been no changes made to this Policy.

 

Name of the Policy/Code	Brief Description	Summary of key changes made to the Policies/Codes
Dividend Distribution Policy	The Dividend Distribution Policy is adopted in accordance to the provisions of Regulation 43A of the SEBI Listing Regulations. It establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company to strike balance between pay- out and retained earnings, in order to address future needs of the Company.	There have been no changes made to this Policy.
Whistleblower Policy (Policy on Vigil Mechanism)	The Vigil Mechanism as envisaged in the Act and SEBI Listing Regulations is implemented through Whistleblower Policy for providing adequate safeguards against victimization of persons to report genuine concerns regarding unethical behaviour or actual or suspected fraud or violation of the Companys Codes and Policies and also makes a provision for direct access to the Chairperson of the Audit Committee.	There have been no changes made to this Policy except to the extent of updating the composition of the members of the Business Ethics Governance Council formed under the Policy, which is responsible for steering all activities related to ethics & governance in the Company.
SEBI Listing Policy for determination of materiality for disclosure of events or information	This is adopted in accordance with the Regulations and requires the Company to make disclosure of events or information which are material to the Company as specified under the provisions of Regulation 30 of the SEBI Listing Regulations.	The Board had at its meeting held on 24 July 2023 amended the Policy, to inter-alia align the revised materiality criteria and other amendments made in the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 effective 14 July 2023.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI")	This Code has been formulated in accordance with the SEBI Insider Trading Regulations to ensure prompt, timely and adequate disclosure of UPSI which inter alia includes Policy for Determination of "Legitimate Purposes".	There have been no changes made to this Policy.
Policy for determining Material Subsidiaries	The Policy is framed in accordance with Regulation 16(1)(c) of the SEBI Listing Regulations and is used to determine the material subsidiaries of the Company and to provide a governance framework for such material subsidiary.	There have been no changes made to this Policy.
Corporate Social Responsibility Policy	The Corporate Social Responsibility ("CSR") Policy of the Company is aimed promote a unified and strategic approach to CSR initiatives across the Company by identifying select constituencies and causes to work with, thereby ensuring a high social impact.	There have been no changes made to this Policy, except to the extent of updating the Annexure 2 of the Policy which provides the CSR projects approved by the Board of the Company for FY 2023-24.
Archival Policy	This Policy provides for retention of events or information which has been disclosed to the Stock Exchange(s) under Regulation 30 of the SEBI Listing Regulations, on the website of the Company for a period of five years from the date of hosting.	There have been no changes made to this Policy.

 

Name of the Policy/Code	Brief Description	Summary of key changes made to the Policies/Codes
Business Responsibility Policy	The objective of this Policy is to ensure a unified and common approach to the dimensions of Business Responsibility across the Company and act as a strategic driver that will help the Company respond to the complexities and challenges that keep emerging and be abreast with changes in the SEBI Regulations.	There have been no changes made to this Policy.
Board Diversity Policy	ThisPolicy is framed in accordance with the SEBI Listing Regulations and sets out the approach to diversity of the Board of Directors of the Company.	There have been no changes made to this Policy.
Investor Grievance Redressal Policy (including Escalation Matrix)	Theobjective of the Policy is to promote and build prompt Investor Grievance redressal mechanism and investor friendly relations. The Policy recognises the investors right to always have a contact address available to enable them to query or record a grievance. This also enables the Company to use investors views as a feedback mechanism.	The Board at its meeting held on 23 October 2023, adopted the said Policy.
Environment, Health and Safety Policy	The vision of the Policy is to become an organization free of accidents, occupational diseases and pollution. The Policy is this displayed at all prominent locations and offices and communicated to all stakeholders.	There have been no Policy.
POSH Act to provide a safe, The Prevention of Sexual Harassment ("POSH")	Policy for Policy is adopted in line with the secure and enabling environment, free from sexual harassment. All employees irrespective of their gender identity and expression and sexual orientation as well as women who visit the premises of the Company for any purpose are covered under this Policy.	There have been no changes made to this Policy except to the extent of updating the composition of the members of the Internal Committee formed under the Policy.
Equal Opportunity Policy	The Policy is adopted in line with the requirements of Persons with Disabilities Act, 2016 along with the Rights of Persons with Disabilities Rules, 2017. As an organization we are committed to providing equal opportunity to all, including Persons with Disabilities. This Policy applies to all sectors, divisions, offices,Transgender locations and plants of the Company within India and aims to promote inclusiveness.	The Rights During the financial year, of the Policy was amended to broaden its scope and to align the definitionsprovided in the Policy with the changes in the Persons (Protection of Rights) Act, 2019 and the Rights of Persons with Disabilities Act, 2016.
Diversity & Inclusion Policy	As an integrated 3PL organization, the Company strives to create an environment responsive to diverse cultures and groups, in all our interactions with employees, customers, visitors, suppliers, contractors, shareholders, investors, and the communities we operate in.	There have been no changes made to this Policy.
	The purpose of this Policy is to support and facilitate an inclusive environment that embraces all that makes us different and recognizes the benefits that these difference makes.