Mahindra Logistics Ltd Directors Report

Dear Members,

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

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

(? in crores)

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

The financial year 2024-25 was a challenging year for the logistics sector. The global economy witnessed steady but uneven growth, with many major economies showing resilience despite facing numerous risks and challenges. This mandated cautious policy mix and structural reforms across the globe to support the recovery. The Indian economy largely aligned with the initial outlook, showing robust growth and resilience despite global challenges, uncertainties and geopolitical events along the way. While the overall economic activity showed an uptick with a strong growth, some sectors, such as manufacturing, experienced a slowdown dragged by poor sector performance. Despite the expectation of favourable tailwinds, the Companys key end markets showed strength in overall automotive segment, driven by growth primarily in SUV segment. Two Wheelers saw good recovery compared to previous year, demand for commercial vehicles remained relatively muted. Farm segment saw degrowth due to slow demand in first half of the year, though recovered in second half. Consumer segment continued to face headwinds with muted volumes and demand softness in both urban and rural areas. However, many of the customers in this segment are now earnestly reviewing their supply chain design and this is resulting in a higher number of bids or Request for Quotations (RFQs) for integrated logistics services. Manufacturing sector showed positive revenue growth signs with strong execution of existing orderbook. E-commerce showed growth during the year, exhibiting expansion beyond metros and tier 1 regions. Within E-commerce, Quick-commerce segment grew rapidly, leading to increase in warehouse order intake in key geographical markets.

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

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

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

Consolidated Performance

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

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

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

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

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

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

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

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

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

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

Standalone Performance

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

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

Credit Ratings

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

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

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

Accounting Method

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

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

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

Publication and access to the Financial Statements and Results

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

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

Change in the nature of the business

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

B. ACQUISITIONS & INVESTMENTS

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

MLL Express Services Private Limited ("MESPL")

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

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

Seino MLL Logistics Private Limited

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

MLL Global Logistics Limited

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

Material changes and commitments affecting the financial position of the Company

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

C. SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY

Subsidiaries

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

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

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

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

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

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

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

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

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

LipZap Logistics Private Limited ("ZipZap"),

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

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

V-Link Freight Services Private Limited

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

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

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

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

Joint Ventures/Associates

Seino MLL Logistics Private Limited ("SMLPL") was incorporated on 23 October 2024 based on the Joint Venture Agreement entered between the Company and Seino Japan. SMLPL is a joint venture of the Company.

Material Subsidiaries

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

Performance and contribution of the Subsidiaries and Joint Venture/Associates

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

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

Holding and Promoter Company

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

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

D. DIVIDEND

Dividend Distribution Policy

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

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

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

Dividend paid during the financial year 2024-25

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

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

Dividend recommended for the financial year 2024-25

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

The recommended equity dividend outgo represents 41.45% of standalone PAT earned for the financialyear 2024-25 and based on the issued share capital of the Company as on 31 March 2025, would result in cash outflow of approximately ? 18.03 crores including withholding tax, if declared.

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

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

Transfer to reserves

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

E. INVESTOR RELATIONS

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

The Management of the Company engages with the investor community through different means such as one-on-one meetings, group meetings, periodic warehouse site visits and participation in conferences organized by investors/broking houses. Additionally, the Company conducts quarterly earnings conference calls, following the announcement of the financial results. These interactions take place either virtually or in person and aim to provide a comprehensive overview of the 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 a minimum period of five years or lower timeframe as prescribed under the SEBI Listing Regulations and thereafter as per the archival policy of the Company.

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

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

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

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

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

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

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

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

Silent period

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

F. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The 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 were identified in their design or operation. Furthermore, no significant changes in the internal control over financial reporting were noted, and the internal control systems were operating adequately.

The 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 2025. During the financial year under review, neither the Internal Auditor nor the Statutory Auditors issued any letters indicating weaknesses in the internal controls.

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

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

Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. 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 down with reference to the Financial Statements were adequate and operating effectively during the financial year 2024-25.

G. MANAGEMENT DISCUSSION AND ANALYSIS

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

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

Material Related Party Transactions

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

In compliance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the material Related Party Transactions entered into by the Company for the financial year 2024-25 are disclosed in Form AOC-2 annexed herewith as Annexure II to this Boards Report and forms part of the Integrated 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 website of the Company and can be accessed at the weblink: https://mahindralogistics.com/policies/. During the financial year under review, the said Policy was amended to incorporate the relevant changes brought in the SEBI Listing Regulations.

I. AUDITORS AND THEIR REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No.: 117366W/W-100018)

("Deloitte") are the Statutory Auditors of the Company. The Members of the Company had at their 15th AGM held on 29 July 2022 granted their approval for re-appointment of Deloitte for a second term of five consecutive years commencing from the conclusion of the 15th AGM up to the conclusion of the 20th AGM of the Company to be held in the year 2027.

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

Unmodified Statutory Auditors Reports

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

Secretarial Auditor

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

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

Further, pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company at its meeting held on 21 April 2025 has approved and recommended to the Members for their approval at the ensuing Annual General Meeting, the appointment of MMJC, a peer-reviewed firm of Company Secretaries (Firm Registration No. P2009MH007000) as the Secretarial Auditors of the Company for the first term of five consecutive financial years commencing from I April 2025 till 31 March 2030 to conduct Secretarial Audit of the Company.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

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

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

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

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

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

Secretarial Audit of Material Unlisted Subsidiary

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

Internal Audit

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

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

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

Cost Audit and Records

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

Reporting of frauds by Auditors

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

J. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees provided by the Company during the financial year 2024-25 and the purpose for which the loan or guarantee is utilized by the recipient are disclosed in Note Nos. 7, 8 and 39 to the Standalone Financial Statements. No loans/advances have been made to companies/firms in which Directors are interested. During the financial year under review, the Company has not provided any loans/advances/ guarantees/securities in connection with any loans given.

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

K. PUBLIC DEPOSITS AND LOANS/ADVANCES

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

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

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

L. EMPLOYEES

Key Managerial Personnel

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

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

2. Mr. Saurabh Taneja, Chief Financial Officer;

3. Mr. Jignesh Parikh, Company Secretary.

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

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

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

Employee Stock Option Schemes

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

The Company has in force two Employee Stock Option schemes:

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

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

collectively referred to as "Schemes".

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

MMJC, Secretarial Auditor of the Company, has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB S SE Regulations"), as applicable and the resolutions passed by the Members for the respective Schemes. The NRC has at its meeting held on 21 April 2025 reviewed and took note of the implementation of the Schemes in line with the approvals granted and the compliance certificate issued by the Secretarial Auditor. Copy of the compliance certificates would be placed at the ensuing AGM for inspection by the Members. Disclosures with respect to the Schemes implemented by the Company, as required under Regulation 14 of the SEBI SBEB & SE Regulations are uploaded on the website of the Company and can be accessed at the weblink: https://mahindralogistics.com/financial-results/.

Particulars of employees and related disclosures

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

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

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

M. EMPLOYEE RELATIONS

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

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

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

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

• VEER - supporting the integration of veterans into corporate roles

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

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

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

• RAINBOW NETWORK - fostering LGBTQIA+ inclusion and allyship

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

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

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

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

We have backed this culture shift with meaningful benefits:

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

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

Performance Management: Driving Alignment with Purpose

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

Prioritising the health and wellness of our people

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

Other HR Initiatives

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

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

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

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

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

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

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

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

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

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

N. HEALTH AND SAFETY

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

Our well-organised governance structure monitors our EHS Policy and initiatives. The Company also has dedicated safety teams stationed at locations on a need basis. We are aligned with The Mahindra Safety Way ("TMSW") and follow the safety standards and scrutiny mandated by the Mahindra 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 Rheinland certification body. Assessing and review of Safety report is done on periodical basis which helps to improve standing among the partners and suppliers which increase productivity as employees are safer, healthier, happier, and better motivated.

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

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

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

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

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

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

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

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

O. QUALITY

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

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

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

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

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

The Company also placed a strong emphasis on capacity building and employee engagement, ensuring that its workforce is well-equipped to meet both current business demands and future growth aspirations. These concerted efforts have collectively contributed to the sustained maturity of the Company within the TMW framework, reinforcing the Companys standing at "TMW Stage 5"

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

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

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

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

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

Continual Improvement

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

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

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

P. BOARD & COMMITTEES Board

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

Director Retiring by Rotation

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

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

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

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

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

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

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

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

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

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

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

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

Cessation of Mr. Rampraveen Swaminathan as Managing Director & CEO

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

Appointment of Mr. Hemant Sikka as Managing Director & CEO

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

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

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

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

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

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

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

Re-appointment of Two Independent Directors for a Second Term

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

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

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

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

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

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

Declaration by Independent Directors

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

Board Diversity

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

Performance Evaluation

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

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

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

Process of evaluation/Feedback mechanism

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

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

Outcome and results of evaluation

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

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

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

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

Familiarisation Program for Independent Directors

The Directors are provided many opportunities to familiarise themselves with the Company, its management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board including periodic warehouse visits, to familiarise them. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the 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/strategic & budget Board

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

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

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

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

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

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

Remuneration to Directors

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

Non-Executive Directors

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

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

Executive Director - Managing Director & CEO

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

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

Directors & Officers Liability Insurance

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

Succession Planning

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

Directors Responsibility Statement

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

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

b. They had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31 March 2025 and of the profit/loss of the Company for the financial year ended on that date;

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

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

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31 March 2025; and

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

Board Meetings

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

Annual General Meeting

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

Meeting of Independent Directors

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

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the 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 17 April 2024 and 16 October 2024. The Meetings were attended by all Independent Directors of the Company.

AUDIT COMMITTEE

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

Composition of Audit Committee

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

1. Mr. Ranu Vohra, Independent Director - Chairman

2. Mr. Darius Pandole, Independent Director - Member

3. Ms. Avani Davda, Independent Director - Member

4. Ms. Malvika Sinha, Independent Director - Member

5. Mr. Dhananjay Mungale, Independent Director - Member

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

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

Recommendations of the Audit Committee

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

Other Board Committees

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

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

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

Q. GOVERNANCE

Corporate Governance

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

The Companys Corporate Governance philosophy 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 the Integrated Annual Report.

Vigil Mechanism/Whistle Blower Policy

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

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

issues related to Code of Conduct violations and other violations.

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

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

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

- Writing to the Company at postal address:

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

- Directly writing to the Chairman of the Audit Committee through e-mail:

mll.vigil@mahindralogistics.com or by letter addressed to -

The Chairman, Audit Committee

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

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

Mumbai - 400060.

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

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

Prevention of Sexual Harassment at Workplace

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

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

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

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

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

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

Risk Management

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

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

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

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

R. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

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

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

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

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

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

CSR - Community engagement Building Communities

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

Educational Support

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

Skill Development

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

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

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

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

Restoring Environment

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

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

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

CSR Committee

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

1. Mr. Ranu Vohra, Independent Director - Chairman

2. Ms. Malvika Sinha, Independent Director - Member

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

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

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

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

Changes in composition of the CSR Committee

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

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

CSR Policy

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

CSR Spend

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

Impact Assessment of CSR Projects

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

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

Annual Report on CSR Activities

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

S. SUSTAINABILITY

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

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

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

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

• Carbon neutral cross border solution.

• Environment positive mobility solutions for people transport.

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

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

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

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

Business Responsibility and Sustainability Report

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

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

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

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

U. POLICIES

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

V. SECRETARIAL Authorised Share Capital

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

Changes in issued, subscribed and paid-up share capital

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

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

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

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

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

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

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

Annual Return

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

Compliance with Secretarial Standards

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

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

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

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

X. GENERAL

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

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

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

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the 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 the Company and hence the provision of details of difference in valuation arising between such one-time settlement and the loan taken from the Banks does not arise.

Y. ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors

	Dr. Anish Shah
Place: Mumbai	Chairman
Date: 21 April 2025	DIN: 02719429