Dear Shareholders, 


The Board of Directors ("the Board") of Mahindra Logistics Limited ("the
Company") is pleased to present their Report along with the Audited Financial
Statements of the Company for the financial year ended 31 March 2023 ("financial year
under review" or "financial year 2022-23").


A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS 



  

    

    

    

    

    
(Rs in crores)
  
  

    

    
Standalone
    
Consolidated
  
  

    
Particulars
    
Financial year 2022-23
    
Financial year 2021-22
    
Financial year 2022-23
    
Financial year 2021-22
  
  

    
Income
    

    

    

    

  
  

    
Revenue from Operations
    
4,458.90
    
3,631.08
    
5,128.29
    
4,140.76
  
  

    
Other Income
    
12.04
    
9.56
    
15.85
    
13.58
  
  

    
Total Income
    
4,470.94
    
3,640.64
    
5,144.14
    
4,154.34
  
  

    
Expenses
    

    

    

    

  
  

    
Cost of materials consumed
    
6.58
    
9.81
    
6.58
    
9.81
  
  

    
Changes in inventories of finished goods, stock in trade & work in
    progress
    
0.45
    
(0.45)
    
0.45
    
(0.45)
  
  

    
Employee benefit expenses
    
289.04
    
282.20
    
354.56
    
314.70
  
  

    
Operating expenses
    
3,792.86
    
3,085.79
    
4,379.48
    
3,540.41
  
  

    
Other expenses
    
93.68
    
74.15
    
127.46
    
92.02
  
  

    
Depreciation and amortisation expenses
    
169.17
    
130.41
    
189.50
    
141.72
  
  

    
Finance cost
    
41.42
    
26.04
    
51.57
    
29.82
  
  

    
Total Expenses
    
4,393.20
    
3,607.95
    
5,109.60
    
4,128.03
  
  

    
Profit before exceptional items and tax
    
77.74
    
32.69
    
34.54
    
26.31
  
  

    
Exceptional items (net)
    
2.70
    
-
    
-
    
-
  
  

    
Profit Before Tax ("PBT")
    
80.44
    
32.69
    
34.54
    
26.31
  
  

    
Tax expenses
    
15.91
    
8.25
    
7.12
    
11.25
  
  

    
Profit After Tax ("PAT")
    
64.53
    
24.44
    
27.42
    
15.06
  
  

    
Share of (loss)/ profit of Joint Venture/ Associate
    
-
    
-
    
(2.79)
    
0.01
  
  

    
Profit for the year
    
64.53
    
24.44
    
24.63
    
15.07
  
  

    
Other comprehensive income/ (losses)
    

    

    

    

  
  

    
Re-measurements of the defined benefit plans - Gains/(Losses)
    
1.57
    
(1.03)
    
1.91
    
(0.87)
  
  

    
Income tax relating to items that will not be reclassified to profit
    & loss
    
(0.40)
    
0.26
    
(0.42)
    
0.22
  
  

    
Total other comprehensive income
    
1.17
    
(0.77)
    
1.49
    
(0.65)
  
  

    
Total comprehensive income
    
65.70
    
23.67
    
26.12
    
14.42
  
  

    
Attributable to
    

    

    

    

  
  

    
(a) Owners of the Company
    
65.70
    
23.67
    
27.76
    
16.91
  
  

    
(b) Non-Controlling interest
    
-
    
-
    
(164)
    
(2.49)
  
  

    
Balance of Profit from earlier years
    
372.62
    
366.89
    
368.66
    
369.69
  
  

    
Dividend Paid
    
(14.39)
    
(17.94)
    
(14.39)
    
(17.94)
  
  

    
Balance carried forward to reserves
    
423.93
    
372.62
    
382.03
    
368.66
  
  

    
Net worth
    
621.03
    
564.65
    
579.12
    
560.68
  


The financial year 2022-23 was the first full year without any major impact of Covid,
after a gap of two years. Global economy experienced high-level of volatility due to
headwinds caused by high inflation and turmoil in the banking sector. India was also
affected due to this volatility, but the impact was relatively contained. Economic
activity during the financial year showed signs of growth, with uptick in manufacturing
activity owing to strong domestic demand. The Company's key end markets like Auto, Farm,
Engineering and Telecom saw significant tailwinds. Consumption end markets, E-commerce
& Last Mile Delivery witnessed stagnant volume growth and network expansion was slow.
Freight Forwarding was impacted due to significant drop in cross border freight prices
compared to previous year, but demonstrated volume growth across all offerings. The
Mobility business saw some sign of recovery with macros improving in the second half of
the financial year, but remained impacted due to slow pace of office re-opening in ITES
sector.


Consolidated Performance 


Despite challenges, your Company was able to put up a strong performance recording its
highest ever consolidated revenues of ' 5,128.29 crores for the financial year 2022-23, a
growth of 24% over the previous year. This shows our growing resilience in overall
businesses.

Our core 3PL business showed improvements and recovery led by auto sector. While the
Company's E-commerce and Consumer business segments struggled due to demand, the 3PL
revenues grew by 26.48% to ' 4,007 crores for the financial year under review as compared
to ' 3,168 crores in the previous financial year. The solutions share of the network
service businesses viz. Freight Forwarding, Last Mile Delivery and B2B Express also
continued to make progress, contributing to 17% of our overall consolidated revenues for
financial year 2022-23. This is a testimony to your Company's continued focus on
diversifying our revenue mix and end markets during the past few years.

The consolidated Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") grew by 39.30% to ' 275.61 crores for the financial year 2022-23, as
compared to ' 197.85 crores for the previous financial year.

The consolidated PAT (after share of loss of joint venture and controlling interest)
grew by 63.44%, to ' 24.63 crores for the financial year 2022-23 from ' 15.07 crores in
the previous financial year. The PAT growth of the Company was impacted on account of the
acquisitions and margin pressure in some of the business segments.

We remain committed to our vision of building an integrated logistics and mobility
services business, which has deep capabilities in multiple service lines, and when
combined with our technology, people and process, creates and adds value for our customers
and stakeholders, thus emerging as a preferred choice for them. During the financial year
2022-23, the Company continued to invest aggressively in new facilities, building
multi-client Built-to-Suit ("BTS") network and capital investments in electric
fleet.


Standalone Performance 


During the financial year under review, the Company's revenue from operations grew by
22.80% to ' 4,458.90 crores as compared to ' 3,631.08 crores in the previous financial
year. The standalone PAT increased by 164.03% for the financial year 2022-23, at ' 64.53
crores as against ' 24.44 crores in the previous financial year. The total comprehensive
income for the financial year under review, increased by 177.57% at ' 65.70 crores, as
compared to ' 23.67 crores in the previous financial year.

During the financial year 2022-23, on a standalone basis the Company operated in two
business segments - Supply Chain Management ("SCM") and Enterprise Mobility
("EM") Business. With the sale and transfer of the EM business of the Company to
MLL Mobility Private Limited, wholly-owned subsidiary, the Company on standalone basis
operates in single segment of 3PL SCM business effective 1 October 2022.


Credit ratings 


The Long-term and Short-term credit facilities (fund and non-fund based) of the Company
are rated by ICRA Limited. During the financial year under review, ICRA Limited
re-affirmed and retained [ICRA]AA(Stable)/ [ICRA]A1+ credit ratings assigned to said
credit facilities of the Company of ' 335 crores. The Outlook on the long-term rating
continues to be Stable.

The liquidity position of the Company is strong, supported by its sizeable cash &
bank balance and liquid investments of ' 179.68 crores as on 31 March 2023. The
re-affirmed credit rating reflects the Company's 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 Company's website and can be accessed at the weblink
https://mahindralogistics.com/financial- information/#credit-rating 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
prepared in accordance with the Indian Accounting Standards ("Ind AS") as
notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read
with the Companies (Accounts) Rules, 2014 and other 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 Annual Audited Consolidated and Standalone Financial Statements of the Company are
prepared on a going-concern basis.

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


Publication and access to the Financial Statements and Results 


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

I n accordance with Section 136 of the Act, the Annual Audited Financial Statements of
Company and the subsidiary companies and all relevant documents, related thereto, are
uploaded on the website of the Company and can be accessed at the weblink: https://
mahindralogistics.com/financial-information/#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 AND INVESTMENTS 


In alignment with our growth strategy and to achieve greater scale, enhance our
technological capabilities, broaden our geographical coverage, and drive operational
synergies and efficiencies, both organically and inorganically, the Company completed
several acquisitions / restructured its businesses in financial year 2022-23, as under:


Meru 


In May 2022, the Company completed acquisition of MLL Mobility Private Limited
(formerly known as Meru Mobility Tech Private Limited) ("MMPL"), V-Link
Automotive Services Private Limited ("VASPL") and V-Link Fleet Solutions Private
Limited ("VFSPL") from MLL Express Services Private Limited (formerly known as
Meru Travel Solutions Private Limited) ("MESPL"), and acquisition of MESPL from
Mahindra & Mahindra Limited ("M&M"). Consequently, MMPL, VASPL, VFSPL
and MESPL became wholly-owned subsidiaries of the Company.

Thereafter, effective 1 October 2022, the Company sold and transferred its EM Business,
operated under the brand name "Alyte" to MMPL, as a going concern on slump
exchange basis, with an objective to consolidate the mobility services business under one
entity thereby enabling optimization of operations and scaled up opportunities and
offerings to customers, in line with the growth strategy of the Company.

As consideration for the sale and transfer of the EM Business, the Company additionally
acquired 2,87,204 equity shares of ' 10 each fully paid in MMPL. With this, the Company
holds 460,899 equity shares of ' 10 each fully paid (100%) of MMPL and MMPL continues to
remain wholly-owned subsidiary of the Company.


Whizzard 


During the financial year 2022-23, the Company completed its first tranche of
investment in 31,600 Series A Compulsorily Convertible Cumulative Preference Shares and
acquisition of 21,327 equity shares of Zipzap Logistics Private Limited
("ZipZap"), a company specializing in last mile and micro fulfilment services
under the brand Whizzard. The Company's investment in ZipZap has complemented the
Company's existing last-mile delivery business and electric vehicle-based delivery
services ("eDeL").

With this investment, ZipZap became an Associate of the Company effective 8 April 2022.


Rivigo 


During the financial year under review, the Company entered into Business Transfer
Agreement ("BTA") with Rivigo Services Private Limited ("Rivigo") and
its promoter for acquisition and purchase by the Company or its Subsidiary/Affiliate of
the B2B express business of Rivigo, together with all rights, title, beneficial ownership
and interest therein, as a going concern, on slump sale basis.

As per the terms of the BTA, MESPL, wholly-owned subsidiary of the Company acquired the
B2B express business from Rivigo for cash consideration on 9 November 2022. MESPL's
acquisition of Rivigo's B2B express business gave the Company access to its PAN-India
network of 250+ processing centres and branches, spanning an area of more than 1.5 million
sq.ft., best-in-class tech stack and process capabilities, thus accelerating expansion of
the Company's Express Network Business. Hence, post completion of the acquisition of the
Rivigo business, to consolidate the Express businesses under one entity thereby enabling
synergies, optimization of resources, the Company sold and transferred its Express Network
Business to MESPL, as a going concern on slump exchange basis, effective 1 April 2023.
Sale and integration of the Company's Express Network Business to MESPL is underway.


International Freight Forwarding 


To augment growth opportunities in cross border supply chain and establish
international presence, the Company incorporated two wholly-owned subsidiaries, V-Link
Freight Services Private Limited ("V-Link Freight") in India on 9 September 2022
and MLL Global Logistics Limited ("MGL") in United Kingdom on 6 December 2022.

The new wholly-owned subsidiaries are incorporated to undertake logistics and supply
chain management services including freight forwarding and air charter business across
geographies. V-Link Freight has set up a branch office in DAFZA, United Arab Emirates and
MGL is in the process of setting up its operations in United Kingdom.

Upon incorporation of V-Link Freight, the Company has subscribed to and invested ' 1
crore in V-Link Freight towards its initial share capital comprising of 10 lakhs equity
shares of ' 10 each.


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 2022-23 till the date of this report
i.e. from 1 April 2023 to 24 April 2023.


C. SUBSIDIARIES, ASSOCIATES AND HOLDING COMPANY 

Subsidiaries 


As on 31 March 2023 and the date of this report, the Company has eight unlisted
subsidiaries, six of which are wholly-owned subsidiaries. The subsidiary companies
primarily deal in the business of transportation and freight forwarding and continue to
contribute to the overall growth in revenues and performance of the Company. For the
financial year 2022-23, all subsidiaries contributed to 14% of the consolidated revenues
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 2022-23, Lords earned gross income of ' 367.42 crores as against ' 452.65 crores in
the previous year, registering a degrowth of 18.83% over previous financial year . Its net
profit after tax de-grew by 37.71% and stood at ' 9.96 crores for the financial year under
review as against ' 15.99 crores for the previous financial year.

The Company holds 99.05% stake in Lords as on 31 March 2023.

Lords contributed 7.14% to the consolidated revenues of the Company for the financial
year 2022-23.

L-Link Freight Services Private Limited ("VLFPL"),

wholly-owned subsidiary of the Company provides freight forwarding, logistics and
transportation and air charter services. VLFPL was incorporated on 9 September 2022. For
the period 9 September 2022 to 31 March 2023, the Company earned revenue of ' 0.50 crores
and incurred loss after tax for the said period of ' 0.14 crores.

The Company holds 100% stake in VLFPL as on 31 March 2023.

VLFPL contributed 0.01% to the consolidated revenues of the Company for the financial
year 2022-23.

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


2x2 Logistics Private Limited ("2x2"), subsidiary of the Company
specializes in offering automotive outbound logistics solutions to four-wheeler and
two-wheeler industries and has a fleet of 120+ vehicles. During the financial year
2022-23, the gross income of 2x2 de-grew by 13.65% amounting to ' 20.81 crores as against
' 24.10 crores in the previous financial year. The net loss after tax of 2x2 decreased to
' 3.86 crores during the financial year 2022-23 as compared to a net loss of ' 5.88 crores
for the previous financial year.

The Company holds 55% stake in 2x2 as on 31 March 2023.

2x2 contributed 0.40% to the consolidated revenues of the Company for the financial
year 2022-23.


MLL Express Services Private Limited ("MESPL"), 


headquartered in Gurgaon, provides B2B Express logistics services across the value
chain under the brand name "Rivigo by Mahindra Logistics". During the financial
year 2022-23, MESPL earned gross revenue of ' 123.15 crores. Its net loss after tax
decreased by 57.67% and stood at ' 31.78 crores for the financial year under review as
against ' 75.08 crores for the previous year. MESPL became a wholly-owned subsidiary of
the Company on 17 May 2022. The Company holds 100% stake in MESPL as on 31 March 2023.

MESPL contributed 2.37% to the consolidated revenues of the Company for the financial
year 2022-23.


MLL Mobility Private Limited ("MMPL") is in the 

business of providing passenger transportation in ride hail segment and corporate
transportation service solutions to companies in various sectors such as BPOs, Banking, IT
and ITES. MMPL has electric vehicles fleet of 200+ vehicles. During the financial year
2022-23, MMPL earned gross revenue of ' 185.51 crores as against ' 57.95 crores in the
previous financial year, registering a growth of 220.12%. The net loss after tax decreased
by 55.34% and stood at ' 8.61 crores for the financial year under review as against '
19.28 crores for the previous financial year.

MMPL became a wholly-owned subsidiary of the Company on 12 May 2022 and the Company
holds 100% stake in MMPL as on 31 March 2023.

MMPL contributed 3.59% to the consolidated revenues of the Company for the financial
year 2022-23.


V-Link Automotive Services Private Limited ("VASPL") is engaged in the
business of providing employee transportation services and operates fleet of vehicles
which are aggregated from third parties. During the financial year 2022-23, VASPL earned a
revenue from operations of ' 0.30 crores as against ' 0.61 crores in the previous
financial year, registering a degrowth of 49.18%. VASPL incurred a net loss amounting to '
0.41 lakhs for the financial year under review as against profit after tax of ' 0.20
crores for the previous financial year.

VASPL became a wholly-owned subsidiary of the Company on 13 May 2022 and the Company
holds 100% stake in VASPL as on 31 March 2023.

VASPL contributed 0.01% to the consolidated revenues of the Company for the financial
year 2022-23.


V-Link Fleet Solutions Private Limited ("VFSPL")


is engaged in the business of providing employee transportation services and operates
fleet of vehicles which are aggregated from third parties. During the financial year
2022-23, VFSPL earned revenue from operations of ' 0.86 crores as against ' 0.80 crores in
the previous financial year, registering a growth of 7.5%. The net profit after tax
amounted to ' 5.25 lakhs for the financial year under review as against net loss of '
13.46 lakhs for the previous financial year.

VFSPL became a wholly-owned subsidiary of the Company on 12 May 2022 and the Company
holds 100% stake in VFSPL as on 31 March 2023.

VFSPL contributed 0.02% to the consolidated revenues of the Company for the financial
year 2022-23.


Material Subsidiaries 


In terms of the criteria laid down in the Company's Policy on Material Subsidiaries and
the SEBI Listing Regulations, the Company has no Material Unlisted Indian Subsidiary as on
31 March 2023 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 2022-23.


Associates/Joint Ventures 


Mranstech Logistics Private Limited ("Transtech"),



headquartered in Bangalore, is engaged in the business of providing Transport
Management Solutions to third party logistics companies, shippers and transporters on a
'Software as a Service' model (SaaS) under the

brand name 'ShipX'. During the financial year 2022-23, Transtech recorded gross revenue
of ' 3.28 crores as compared to ' 2.94 crores in the previous year, an increase of 11.56%
year-on-year. Transtech incurred a net loss after tax of ' 1 crores during the financial
year under review as against a net profit of ' 0.03 crores in the previous financial year.

The Company holds 39.79% stake in Transtech as on 31 March 2023.


ZipZap Logistics Private Limited ("ZipZap"),


headquartered in Hyderabad, is a tech enabled last-mile delivery logistics company
operating under the brand name "Whizzard" During the financial year 2022-23,
ZipZap earned revenue from operations of ' 129.68 crores as compared to ' 111.51 crores in
the previous year, an increase of 16.29% year-on-year. ZipZap incurred a net loss after
tax of ' 7.55 crores during the financial year under review as against a net loss of '
4.39 crores in the previous financial year.

The Company holds 39.64% stake in ZipZap (36% on fully diluted basis) as on 31 March
2023.


Performance and contribution of the Subsidiaries and Associates 


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

There was no material change in the nature of the business of the subsidiaries or
associates of the Company during the financial year 2022-23.


Holding and Promoter Company 


MSM is the Holding and Promoter Company of the Company.

During the financial year under review, Mahindra Engineering and Chemical Products
Limited ("MECPL") promoter group company of the Company holding 100 equity
shares of the Company merged with MSM pursuant to the Scheme of Merger by Absorption
approved by the National Company Law Tribunal, effective 29 April 2022. Consequently,
MECPL ceased to be part of the promoter group of the Company and 100 equity shares held by
MECPL in the Company were transferred and vested in MSM, effective 29 April 2022.

As on 31 March 2023, MSM holds 4,18,12,257 equity shares, representing 58.09% 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 endeavor to maintain a dividend pay-out of an
optimal range of at least 20% of annual audited standalone PAT of the Company.

The Dividend Distribution Policy is enclosed herewith as Annexure I and forms
part of this Integrated Annual Report. It is also uploaded on the Company's website and
can be accessed from the weblink: https://mahindralogistics.com/disclosures-under-sebi-
regulation-46/#policies


Dividend paid during financial year 2022-23 


During the financial year 2022-23 with approval of the Shareholders at the 15th
Annual General Meeting, the Company paid final dividend of ' 2.00 per equity share (being
20% of face value) to 58,670 shareholders of the Company holding 7,19,55,978 shares. The
said dividend paid represented 58.88% of standalone PAT as of 31 March 2022 and resulted
in cash outflow of ' 14.39 crores (including withholding tax of ' 1.42 crores).

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


Dividend recommended for financial year 2022-23 


Considering the performance of the Company for the financial year 2022-23, the Board of
the Company has recommended a final dividend of ' 2.50/- per equity share (being 25% on
face value) out of the profits earned by the Company for the financial year 2022-23.

The recommended equity dividend outgo represents 27.91% of standalone PAT earned for
the financial year 2022-23 and would result in cash outflow of approximately ' 18.01
crores including withholding tax, if declared.

The final dividend recommended for the financial year 2022-23 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, 14
July 2023 (book closure date). The Register of Members and Share Transfer books of the
Company will remain closed from Saturday, 15 July 2023 to Monday, 24 July 2023 (both days
inclusive) for the purpose of determining shareholders eligibility of the final dividend.

Details of Shareholders as available in the Register of Members/List of beneficial
owners on Book Closure date will be relied upon by the Company for the purpose of
complying with the applicable withholding tax provisions and payment of the final
dividend, if declared.


Electronic payout of Dividend 


As mandated by SEBI, Dividend, if declared, shall be paid on or after Tuesday, 25 July
2023 within prescribed timelines, to the Shareholders electronically through Electronic
Clearing Services (ECS)/National Electronic Clearing Services (NECS)/Real Time Gross
Settlement (RTGS)/Direct Credit, etc.

All Shareholders are therefore requested to kindly ensure that details such as PAN,
residential status, category of holding, bank account (IFSC, MICR), contact number, e-mail
address and address are updated, in their respective demat account(s) maintained with the
Depository Participant(s) ("DP") for equity shares held in demat mode or with
the Registrar and Share Transfer Agent of the Company - Link Intime India Private Limited
("RTA"), for equity shares held in physical form, on or before Friday, 14 July
2023.


Taxation on Dividend 


Dividends paid or distributed by a company after 1 April 2020 are taxable in the hands
of the Shareholders. Accordingly, the Company is required to deduct tax at source
("TDS") at rates (plus surcharge and cess) as applicable, at the time of making
the payment of the final dividend, if approved and declared at the ensuing AGM.


Web-portal for submission of tax declarations/forms 


To enable the Company to determine and deduct appropriate tax, Shareholders are
requested to submit their tax exemption declarations/forms and supporting documents along
with the self-attested copy of PAN directly on the secure web-portal of the RTA: https//
web. linkintime. ro.in/formsreg/snbmission-of-form-15g- 15h.html by selecting
"Mahindra Logistics Limited" in the Company dropdown and submitting the form
after filing the details prompted therein through an one-time password based verification,
on or before Friday, 14 July 2023.


Unpaid and Unclaimed Dividend 


The details of dividends declared by the Company in the past years and lying unpaid and
unclaimed as on 31 March 2023 is given hereunder:


  

    
Financial Year
    
Date of declaration of Dividend
    
Dividend declared per equity share
    
Total amount of Dividend paid (Gross)
    
Dividend lying unpaid and unclaimed with the Company (net)
    
No. of Shares on which Dividend is lying unpaid and unclaimed with
    the Company
    
Last date for claiming unpaid and unclaimed Dividend
  
  

    
2021-22
    
29 July 2022
    
' 2.00
    
' 14.39 crores
    
' 25,180.00
    
12,998
    
27 August 2029
  
  

    
2020-21
    
27 July 2021
    
' 2.50
    
' 17.94 crores
    
' 29,620.00
    
12,112
    
30 August 2028
  
  

    
2019-20
    
30 July 2020
    
'1.50
    
' 10.74 crores
    
' 29,610.50
    
20,259
    
30 August 2027
  
  

    
2018-19
    
1 August 2019
    
' 1.80
    
' 12.86 crores
    
' 31,050.00
    
17,250
    
4 September 2026
  
  

    
2017-18
    
2 August 2018
    
' 1.50
    
' 10.67 crores
    
' 32,092.50
    
21,395
    
5 September 2025
  


Detailed Shareholder-wise statement of the above unpaid and unclaimed dividend is
uploaded on the Company's website and can be accessed at the weblink:
https://mahindralngistirs.rnm/sharehnlder- information/#statement-of-unpaid-dividend and
on the website of the Ministry of Corporate Affairs at www.iepf.gov.in/


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


There is no unpaid and unclaimed Dividends of previous years or any equity shares on
which dividends are lying unpaid or unclaimed for seven consecutive years or more which
have been transferred to the IEPF up to 31 March 2023 or are due to be transferred to the
IEPF during the financial year 2023-24 in terms of the applicable provisions of the Act
read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended from time to time.


Transfer to reserves 


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


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, 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 Company's 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 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 and the audio recordings and transcripts of
the interactions are hosted on the website of the Company for a minimum period of five
years and thereafter as per the archival policy of the Company.

The investor relations information can be accessed on the Company's weblink:
https://mahindralogistics.com/ investor-information/


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

An earnings presentation summarising the Company overview, Operational and Financial
highlights, Industry update, trends and opportunities, update on subsidiary performance,
CSR and Sustainability initiatives, Strategic priorities is released by the Company upon
publication of financial results on a quarterly basis and is made available to the
shareholders, investors and general public through uploads upon on the website of the
Stock Exchanges and the Company, in advance for active and healthy participation.


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

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

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

Additionally for all quarterly earnings conference calls, list of management attendees,
the exact weblink to the website of the Company where the audio recording and transcript
are 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, within
five working days on conclusion of the call.


Silent period 


The Company observes a 'Silent/Quiet period' for 15 days prior to the announcement of
its quarterly 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 Company information.
Notice of the Silent period is circulated internally to all concerned and also uploaded on
the website of the Company.


F. INTERNAL FINANCIAL CONTROLS 


The Company has in place adequate internal financial controls commensurate with the
size, scale, and complexity of operations of the Company. Regular audits and review
processes ensure that such systems are reinforced and further improvised on an ongoing
basis. The Company's 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 Company's 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 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 Company's 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 2023. Throughout the financial year being reviewed,
neither the Internal Auditor nor the Statutory

Auditors issued any letters indicating weaknesses in the internal controls.

The Company's 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 Company's internal financial controls laid
down with reference to the Financial Statements were adequate and operating effectively
during the financial year 2022-23.


G. MANAGEMENT DISCUSSION AND ANALYSIS 


The Management Discussion and Analysis for the financial year under review, as
stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing
Regulations, is presented in a separate section and forms part of this Integrated Annual
Report.

It provides mandatory disclosures required under the SEBI Listing Regulations
comprising of inter-alia details about the overall industry structure, economic scenarios,
operational and financial performance of the Company, business strategy, internal controls
and their adequacy, risk and concerns and other material developments during the financial
year 2022-23.


H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES 


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

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

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

Details of related party transactions entered into/ by the Company, in terms of Ind
AS-24 have been disclosed in the note nos. 42 and 40 to the Standalone and Consolidated
Financial Statements, respectively, forming part of this 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 SEBI Listing Regulations i.e.,
transactions exceeding lower of ' 1000 crores or 10% of the annual consolidated turnover
of the Company as per the last audited financial statements. The material RPTs with
M&M were in ordinary course and arms

length, and pre-approved by the Audit Committee and within the overall limits approved
by the Shareholders of the Company. On a quarterly basis details of material related party
transactions entered into by the Company, are also filed with the stock exchanges in the
Corporate Governance Report in terms of Regulation 24 of the SEBI Listing Regulations.

In compliance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the Material Related Party Transactions entered into by the
Company for the financial year 2022-23 are disclosed in Form AOC-2 annexed herewith as Annexure
II to this Board's Report, forming part of this Integrated Annual Report.


Policy on Materiality of and on Dealing with Related Party Transactions 


The Company's 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 Company's website and can be accessed at the weblink:
https://mahindralogistics. com/disclosures-under-sebi-regulation-46/#policies. There was
no amendment or revision to the RPT Policy of the Company during the financial year under
review.


I. AUDITORS' AND THEIR REPORTS Statutory Auditors 


Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration
No.:117366W/W-100018) ("Deloitte") are the Statutory Auditors of the Company.
The Members of the Company had at their 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 pre-approved by the Audit
Committee. During the financial year under review, the Statutory Auditors have not offered
any prohibitory services to the Company or its Holding Company or Subsidiary Company of
the Company.

Details of fees/remuneration paid to Statutory Auditors for the financial year 2022-23
are provided in Report on the Corporate Governance Section of this Integrated Annual
Report.

U nmodified Statutory Auditors' Reports 



The Statutory Auditors' Reports on the Annual Audited Standalone and Consolidated
Financial Statements for the financial year 2022-23 forms part of this Integrated Annual
Report and are unmodified i.e., they do not contain any qualification, reservation, or
adverse remark.


Secretarial Auditor 


M/s. Makarand M. Joshi & Co., Practicing Company Secretaries (Certificate of
Practice No.:3662) ("MMJC") is appointed as the Secretarial Auditor of the
Company to conduct the audit of the secretarial records of the Company and for providing
Annual Secretarial Compliance Report, Corporate Governance Certifications, other
certifications as may be required under the SEBI Listing Regulations read with circulars
issued thereat and ESOP Certificates as per the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB &
SE Regulations"). MMJC holds a valid peer review certificate issued by the Institute
of Company Secretaries of India.


Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report 


The Secretarial Audit Report and the Annual Secretarial Compliance Report for the
financial year ended 31 March 2023 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 2023 is
annexed to this Boards' Report as Annexure III and forms part of this Integrated
Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2023 in
compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular
CIR/ CFD/CMD1/27/2019 dated 8 February 2019 read with NSE and BSE circulars dated 16 March
2023 and 10 April 2023 is annexed to the Report on Corporate Governance (Annexure C) and
forms part of this 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/
disclosures-under-sebi-regulation-46/#secretarial- compliance-reports


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 Company's 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 basis and is reviewed and approved by the Audit Committee on an annual basis.
The Internal Audit approach verifies compliance with the operational and system related
procedures and controls.

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

During the financial year under review, there were no critical observations in the
Internal Audit carried out by the Company. Further 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 2022-23, the provisions of Cost Audit as specified by the
Central Government under Section 148 of the Act read with the Rules framed thereunder,
were not applicable to the Company. As per Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records
for financial year 2023 and accordingly, such accounts and records are maintained.


Reporting of frauds by Auditors 


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


J. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES 


Particulars of the loans given, investments made, guarantees provided by the Company
during the financial year 2022-23 and the purpose for which the loan or guarantee is
utilized by the recipient, is disclosed in note nos. 9, 15 and 42 (v) of the Standalone
Financial Statements. No loans/advances have been made to companies/firms in which
Directors are interested. The Company has not provided any securities in connection with
any loans given during the financial year under review.

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


K. PUBLIC DEPOSITS AND LOANS/ADVANCES 


The Company has not accepted any deposits from the public or its employees, during the
financial year under review and no amount on account of principle or interest thereon was
outstanding as of 31 March 2023. The Company has not accepted any loans from its Directors
or from Holding/Subsidiary/Associate/ Joint Venture Company of the Company during the
financial year under review.


L. EMPLOYEES 

Key Managerial Personnel 


As on 31 March 2023, 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. Ms. Ruchie Khanna, Company Secretary.


Changes in KMP during the financial year 


During the financial year under review, Mr. Yogesh Patel, Chief Financial Officer
("CFO") of the Company tendered his resignation from the services of the Company
to pursue his professional interests outside the Mahindra group, with effect from close of
business hours of 10 March 2023. Consequently, he ceased to be the CFO and KMP of the
Company effective the said date.


Employee Stock Option Schemes 


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

The Company has in force two Employee Stock Option Schemes under the provisions of SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB S SE
Regulations"):

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

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

During the financial year under review, the Nomination and Remuneration Committee
("NRC") granted 68,839 Restricted Stock Units ("RSUs") to the eligible
employees of the Company and the Subsidiary Company in accordance with the RSU Plan 2018
approved by the Shareholders. No eligible employee (including Director) of the Company has
been granted RSUs equal to or exceeding 1% of the issued share capital of the Company at
the time of grant. No stock options were granted under the KESOS Scheme 2012 during the
financial year under review and there are nil stock options outstanding under the KESOS
Scheme 2012 as on 31 March 2023.

MMJC, Secretarial Auditor of the Company has reviewed and certified that the Schemes of
the Company have been implemented in accordance with the SEBI SBEB S SE Regulations and
the resolutions passed by the Members for the respective Schemes. The Nomination and
Remuneration Committee has at its meeting held on 24 April 2023 reviewed and taken 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 certificate will be
placed at the ensuing AGM for inspection by the Members electronically.

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

information/#financial-results.


Particulars of employees and related disclosures 


The Company has eight 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 2023.

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 Board's Report forming 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-information/#financial-results. Any Member interested in obtaining a copy of the
same may write to the Company Secretary of the Company.

M. EMPLOYEE RELATIONS 

As an employer, we focus not only on building a work culture that nurtures, rewards and
retains talent, but work on bringing out the best in our people and helping them unlock
their true potential. The Company is a people-driven company with over 22,800+ workforce
who come to work every day to ensure that our deliveries and services meet the highest
standards in efficiency and speed.

We work to ensure that the employer-employee relationship is always characterised as
fair, just, trusting and empathetic. Strengthened by continual reinforcement via
communication platforms, talent management, leadership development and the celebration of
success, the employee-employer dynamic is embedded into the employee life cycle to create
a highly engaging culture.

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.

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

• V.E.E.R, the Veteran Employment Engagement

and Retention Program was launched to train and deploy retired Armed Forces Veterans in
operations. The Company inducted the 3rd batch of armed forces veterans
successfully;

• V iversity & Inclusion ("D&I"), the Company has made progress
in the D&I spectrums by hiring and inclusion of People with Disabilities and talent
from the LGBTQIA+ community;

• Vownhalls, are conducted virtually on a quarterly basis and serve as a platform
for dissemination of important updates and organizational strategies, employee engagement,
transparency and alignment, and recognition within an organization. They facilitate
two-way communication and empower employees to voice their opinions, concerns, and
suggestions, directly to the leadership team.

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

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

• Learning Management System, was launched during the financial year under review,
to accelerate learning, that offers courses on leadership, behavioural and technical
topics;

• Vandhaan, a platform designed to groom future leaders at the mid management
level. Based on the premise that Happy Employees create Happy Customers, participants
share their learnings with their colleagues and then drive business impact projects by
creating 'Moments of Truth' for customers;

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

• VXLERATE platform, help drive functional capability building, across various
domain in supply chain and operations management. The focus was to develop an overall
perspective about best practices from the industry. The Company has also introduced
AXELRATE 2.0 to develop capabilities of employees in partnership with, NITIE an external
agency;

• P rapantaran, the Six Sigma Black Belt certification programme for 15
leaders, they have identified projects linked to optimisation, cost reduction,
productivity enhancement etc. specific to their role in the Company with an aim to enhance
the problem-solving capability of senior leaders in the Company;

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

• Pdaan, a Second Career Programme for women under the Diversity and
Inclusion campaign;

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

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


N. HEALTH AND SAFETY 


The Company recoganises 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
Group's Central Safety Council, allowing us to report and track our safety performance
including injuries, fatalities, and lost days.

The Company is a 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 Quality Management System, ISO45001 for

Occupational Health and Safety Management System and ISO14001 for Environment
Management System from TUV Rhineland certification body and has cleared IMS
Recertification audit in January 2023.

Assessment and review of Safety report is done on periodical basis.

The EHS policy of the Company is displayed at all prominent location and offices and
communicated to all stake holders. The EHS policy is supported by safety management
programs for near miss, unsafe act, unsafe condition capturing, implementing Safety
Kaizen, conducting Safety observation tour to identify, assess and control the risks. The
Company demonstrates strong leadership commitment towards EHS with multiple measures and
actions implemented through competency training programs like defensive driver training,
first aid, fire fighting and emergency preparedness.

External training through expert trainers is also being conducted periodically. During
the year under review, electrical and fire safety audit has been conducted for concerns
related to electrical and fire safety. Mahindra Logistics (Unit - HUL, Vapi), has been
adjudged at Stage 5 in TMSW.

Qualified safety team drives safety culture across PAN India level. Safety annual
events are organized like National Road Safety Week (in January), National Safety Week (in
March), World Environment Day (in June) and Driver's Day (in September) for employee
engagement in safety. Safety pledge is taken before start of work at location. Bimonthly
Safety Themes are rolled out PAN India for reinforcing awareness and culture of safety
across the organisation.

The Company has also carried out internal safety audits and external audits of its
facilities for assessing and managing safety risks with respect to warehousing and
Logistics verticals. The Company continued commitment to improve wellbeing of employees
and contract workmen by organizing health examination camps, health check-ups, Eye
check-up camps for drivers.

The Company drives the essential idea of Safety Management System (SMS) — to
provide a systematic approach for achieving acceptable levels of safety risk. SMS is
comprised of four functional components, including an intangible, but always critical,
aspect called safety culture. This helps for proactive efforts and corrective actions for
safety.


During the financial year under review, the Company continues various initiatives as
under:

• LIFE - Life Impacting Injuries and Fatalities Elimination, a safety initiative
program that furthers the Company's objective of inculcating a safety culture across the
Company, for driving 12 Safety standards at top 70 locations.

• Digital Initiative -

- M-Safe Dashboard and BI Dashboard for safety lead and lag indicators reporting;

- Augmented Reality /Virtual Reality ("ARVR") Material Handling Equipment
(MHE) - a Safety training module for creating awareness and to impart basic knowledge on
Forklift safety and material handling safety

• Degular Trainings - Basis the work profile, employers are imparted regular
trainings to address concerns linked to behaviour-based safety, standardisation of PPEs,
fire safety, understanding of safety manuals, machine guarding, material handling etc.

• Dafety event communication - for sharing the incident along with the lessons
learnt and disseminating safety message of the day on e-mail for safety awareness PAN
India.

O. QUALITY 


The Company believes in adopting an integrated approach to drive excellence in
everything it does. At the Mahindra Group level, the Company follows 'The Mahindra Way'
("TMW"), the Mahindra Group's Business Excellence Model. TMW is an integrated
approach that extends beyond the quality of our products and services to encompass
excellence in all functions, processes and operations within the businesses in the Group.
Along with the Management process, key business processes are selected for driving
improvements through a structured and systematic approach. The management process ensures
excellence "Spread" across the organization and implementation of TMW framework
across the key business process ensures "depth" of inculcation of TMW approach
across the Company.

Every year, the Company undergoes an annual assessment by experienced assessors and
basis the feedback received, improvements are carried out by following a PDCA
(Plan-Do-Check-Act) approach. This provides the Company with regular feedback on our
progress and also serves as a common yardstick to measure TMW maturity (on process and
results) for the Company and also across different companies in the Group. For the
financial year under review, TMW framework was leveraged across the value chain to drive
systemic process improvements. Simplification of the sales process, thrust on providing
FTR solutions to the customers, strengthening our relationships with our Business
Associates and implementation of Digital Solutions along with capability building and
involvement of our employees paved our way for the Stage Upgradation to "TMW Stage
5"

Also, the Company has adopted continuous improvement approach across businesses and
functions. At operating sites / workplaces, high Impact Projects are selected for driving
improvements using systematic way of problem solving and task achieving approach and Lean
Six Sigma approach. These projects are implemented by leveraging 7 Quality control tools,
advanced statistical tools, lean tools like 5S, process mapping, waste elimination, value
stream mapping, makigami analysis, etc.

Quality Initiatives 

The Company continued to undertake quality and improvement initiatives across the
organisation during the financial year under review. The Company successfully implemented
10,413 Kaizens, 300+ yellow belt projects, 75+ green belt projects and 15+ black belt
projects during the financial year under review covering KPI improvements, reduction in
customer complaints, Safety, Customer cost savings, etc. The Company also focused heavily
on the capability building programs as per the needs of the employees and feedback from
the customers.

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

Integrated Management System ("IMS") 

The Company continues to stay competitive in the market and deliver on our promise to
provide quality services to all our customers, every single time. The Company has well
established and robust processes and systems across the value chain to ensure consistent
delivery of services for all our customers.

IMS is a combination of three international standards, ISO9001:2015 (Quality Management
System), ISO14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational
Health and Safety Management System). These standards & processes enable the Company
to improve the quality of services, reduce the costs, achieve Company objectives and live
by its Vision and Purpose. The Company has successfully completed its 1st
Recertification Cycle of IMS in the month of January 2023, wherein stringent audit was
conducted by external agency across selected Company's sites and Head Office at Mumbai.


P. BOARD & COMMITTEES Board 


As on 31 March 2023 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 Kollaickal, Non-Executive Director


I n terms of Section 152 of the Act, Mr. Naveen Raju Kollaickal, Non-Executive Director
(DIN: 07653394),

retires by rotation at the ensuing AGM and being eligible, has offered himself for
re-appointment at the ensuing 16th AGM scheduled to be held on 24 July 2023.

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

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


Directors appointed during the financial year 2022-23


During the financial year 2022-23, the Shareholders of the Company at the 15th
AGM held on 29 July 2022, basis recommendation of the Board and the NRC, approved the
following appointments/re-appointments:


  

    
Director
    
Designation
    
Terms and conditions
  
  

    
Mr. Rampraveen Swaminathan (DIN:01300682)
    
Managing Director and CEO
    
Re-appointed as Director, liable to retire by rotation on the same terms
    and conditions as approved by the Shareholders at the 13th AGM held on 30 July 2020.
  
  

    
Mr. Ameet Pratapsinh Hariani (DIN:00087866)
    
Independent Director
    
Appointed as an Independent Director for a first term of office of five
    consecutive years commencing from 1 May 2022 up to 30 April 2027 (both days inclusive)
  
  

    
Ms. Avani Vishal Davda (DIN:07504739)
    
Independent Director
    
Re-appointed as an Independent Director for second term of office of five
    consecutive years commencing from 30 July 2022 to 29 July 2027 (both days inclusive).
  


Detailed disclosures with regard to the approved appointments/re-appointment were made
in Notice of the 15th AGM, which can be referred at the website link of the
Company: https'//mahindralogistics.com/financial-information/#financial- resnlts


Directors ceased during financial year 2022-23 Mr. Amit Kumar Sinha, Non-Executive
Director 


Mr. Amit Kumar Sinha (DIN: 09127387), stepped down as Non-Executive (Non-Independent)
Director of the Board of the Company in view of his transition to a new role within
Mahindra Group, with effect from 24 March 2023.


Mr. Ajay Mehta, Independent Director


Mr. Ajay Mehta (DIN: 07102804) ceased to hold office as an Independent Director of the
Company with

effect from 27 March 2023, upon completion of his second term of office. Consequently,
he also ceased to be a Member of the Audit Committee, Nomination and Remuneration
Committee and Risk Management Committee of the Board from the said date.


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

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


Board Diversity 


A diverse Board enables efficient functioning through its access to broad perspectives
and diverse thought processes. A truly diverse Board includes and makes good use of
differences in the thought, perspective, knowledge, skills, industry experience,
background, race, gender and other distinctions between Directors. The Board recognises
the importance of a diverse composition and has adopted a Board Diversity Policy which
sets out the approach to diversity. The Board diversity policy of the Company is available
on the website of the Company at the weblink:
https://mahindralogistics.com/disclosures-under-sebi- regulation-46/#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, performance of its
Committees, the performance and independence of Independent Directors as well as the
performance of the Directors individually. The Board has also carried out performance
evaluation of the Managing Director & CEO of the Company basis the KRA's set by the
NRC.

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

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


Process of evaluation 


The performance was evaluated basis feedback for each of the evaluations sought by way
of structured questionnaires through a secured electronic portal. The questionnaires for
performance evaluation are comprehensive and in alignment with the guidance note on Board
evaluation issued by the SEBI, vide its circular dated 5 January 2017. The performance
evaluation parameters covers various attributes/functioning of the Board such as adequacy
of the composition of the Board and its Committees, the Board culture, execution and
performance of specific duties, Board's functioning such as Board effectiveness, Board
meetings, quantity and timeliness of the information flow between the Board Members and
the Management, composition and Member participation, quality and transparency of
discussions, time devoted by the Board to strategy, etc. based on the criteria approved by
the NRC. The evaluators are also encouraged to provide qualitative feedback and comments
as part of the evaluation. A detailed note on process of evaluation is provided in the
section titled Report on Corporate Governance, which forms part of this Integrated Annual
Report.


Outcome and results of evaluation 


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

All Directors of the Company as on 31 March 2023 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 under review, inter-alia, concluded the
transparency and free-flowing discussions at meetings, the adequacy of the Board and its
Committee compositions and the frequency of meetings were satisfactory. They concluded
that the Board functions in a cohesive and professional manner. Suggestions provided to
enhance the Board's effectiveness have been noted and taken up for implementation.


Familiarisation Program for Independent Directors 


The Directors are afforded many opportunities to familiarise themselves with the
Company, its Management, and its operations during their association with the Company. The
Company conducts induction and familiarisation programs for the Directors joining the
Board including warehouse visits, to familiarise them. All the Independent Directors of
the Company are made aware of their roles and responsibilities at the time of their
appointment through a formal letter of appointment, which also stipulates terms and
conditions of their engagement. The Managing Director & CEO and the Senior Management
provide an overview of the operations and familiarise the Directors on matters related to
the Company's values and commitments. They are also introduced to the organisation
structure, constitution, terms of reference of the Committees, board procedures,
management strategies etc. Further the Directors are on a quarterly basis apprised on the
powers, role and responsibilities and constitution of the Board Committees, its charter
and terms of reference and changes therein, Board and Committee meetings held during a
quarter.

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

The Company has a web-based portal which is, accessible to all the Directors, wherein
the following information are readily available for reference of the Directors:

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

• Board Agenda, presentations and supporting documents;

• Code of Conduct for Directors;

• Terms and conditions of appointment of Independent Directors;

• Annual Reports.

During the financial year under review, the Company conducted a dedicated session with
the Independent Directors to apprise them 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 organized a warehouse visit 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
Company's website and can be accessed at the weblink: https://mahindralogistics.com/
disclosures-under-sebi-regulation-46/.


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


A Policy on Appointment and Remuneration of Directors and Senior Management and
Succession Planning ("Appointment and Remuneration Policy") adopted and
implemented by the Board 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 of the Company, KMPs, Senior Management and other employees of the Company.

During the financial year under review, the Board on recommendation of NRC amended its
Appointment and Remuneration Policy to incorporate the changes in the definition of senior
management, as per the amendment brought in by SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2023.

The Appointment and Remuneration Policy is provided in Annexure V and forms part
of this Integrated Annual Report. The Policy is also uploaded on website of the Company
and can be accessed from the weblink:
https://mahindralogistics.com/disclosures-under-sebi- regulation-46/#policies


Remuneration to Directors 


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


Non-Executive Directors 


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

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


Executive Director - Managing Director & CEO 


The Managing Director & CEO of the Company is paid remuneration within the overall
terms and limits approved by the Shareholders of the Company. He does not draw any
remuneration or commission from the Holding Company or the Subsidiary Companies of the
Company. There was no variation in the terms of appointment of the Managing Director &
CEO during the financial year under review.

Details of sitting fees and commission paid to Independent Directors and remuneration
paid to Managing Director & CEO of the Company is provided in the section titled
Report on Corporate Governance, which forms part of this 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 members of the Senior Management
Team 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 and 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
2023 the applicable accounting standards had been followed and there are no material
departures therein;

b. They had in consultation with Statutory Auditors selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year on 31 March 2023 and of the profit and loss of the Company for
the financial year ended on that date;

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

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

e. They have laid down internal financial controls to be followed by the Company and
such internal financial controls were adequate and were operating effectively during the
financial year ended 31 March 2023;

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 2023.


Board Meetings 


During the financial year ended 31 March 2023, seven Board Meetings were held through
physical and hybrid mode (electronic and physical attendance). For details of meetings of
the Board, please refer to the Corporate Governance Report, which is a part of this
Integrated Annual Report.


Annual General Meeting


The 15th AGM of the Company was held on Friday, 29 July 2022 through audio
video conferencing facility. The AGM was attended electronically by 75 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 Company's Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met twice i.e., on 19
April 2022 and 13 March 2023. The Meetings were well attended by the Independent Directors
of the Company.


AUDIT COMMITTEE


As on 31 March 2023, 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 2023 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

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


Changes in composition of the Audit Committee


During the financial year 2022-23, Mr. Ajay Mehta, Independent Director ceased to hold
office upon completion of his 2nd term of office as Independent Director with effect from
27 March 2023. Consequently, Mr. Ajay Mehta also stepped down as Chairman and Member of
the Audit Committee effective the said date. The Board, basis recommendation of the NRC,
with effect from 27 March 2023 inducted Mr. Ranu Vohra and Mr. Ameet Hariani as Members of
the Audit Committee and further designated Mr. Ranu Vohra as Chairman of the Audit
Committee effective 27 March 2023.


Recommendations of the Audit Committee 


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


Other Board Committees 


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

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 Company's Corporate Governance philosophy and practices are further strengthened
through "The Mahindra Way" (TMW) assessments, the Group's Business Excellence
model, and various policies and codes adopted by the Company.

During the financial year under review, the Company was recognized for promoting a
culture of good governance in the listed segment, receiving the Certificate of Recognition
in the Medium Category (listed) at the 22nd ICSI National Awards for Excellence
in Corporate Governance presented by the Institute of Company Secretaries of India.
Additionally, our subsidiary, Lords Freight (India) Private Limited, was honoured as the
winner in the Unlisted Segment - Emerging Category at the same awards ceremony. These
accolades affirm the Company's and its subsidiaries commitment to upholding the best
practices in corporate governance, showcasing our transparent and ethical dealings with
stakeholders throughout the entire value chain.

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


Vigil Mechanism / Whistle Blower Policy 


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

All Employees, Directors, vendors, customers or other stakeholders associated with the
Company can access the totally secure, independently monitored and

transparent modes of logging of complaints, which are accessible 24x7, viz.

- Ethics Helpline Provider through Web Portal:

https://ethics.mahindra.com:

- Toll free hotline number of Ethics Helpline

Provider: # 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:
mllvigil@mahindra.com or by letter addressed to -

The Chairman, Audit Committee C/o Managing Director & CEO,

Mahindra Logistics Limited Arena Space, 10th & 11th Floor,

Plot No. 20, Jogeshwari Vikhroli Link Road,

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

The Board of Directors vide Circular Resolution passed on 10 March 2023, approved
reconstitution of the Business Ethics and Governance Committee formed under the Whistle
Blower Policy. The Whistle Blower Policy of the Company is available on the website of the
Company and can be accessed at the web link:
https://mahindralngistirs.rnm/disrlnsures-under-sebi- regulatinn-46/#pnlirie.s

An update on whistle blower complaints is provided to the Audit Committee of the
Company on a quarterly basis. During the financial year under review, no personnel was
denied access to the Chairperson of Audit Committee of the Board. A certificate to this
effect by the Chief Ethics officer of the Company is placed before the Audit Committee of
the Board for its review and noting annually.


Prevention of Sexual Harassment at Workplace 


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

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

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

During the year under review, the Company received 4 complaints and resolved 5
complaints including 1 complaint of received in previous year. As on this date of this
report there are no complaints received by/ pending with the Company under POSH Act.


Risk Management 


The Company has a well-defined risk management policy and framework which sets out the
objectives and elements of risk management within the Company and helps to promote risk
awareness across the organisation and integrate risk management within the corporate
culture. The Risk Management Policy inter-alia includes well defined risk management roles
within the Company, risk appetite and risk tolerance 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 Company's
activities in a structured manner. This facilitates timely and effective management of
risks and opportunities and achievement of the Company's objectives.

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

With the restructuring of business and inorganic acquisitions during the financial year
under review, the risk management policy of the Subsidiary Companies were updated in line
with Company's policy to have a strengthen Risk Management framework across the Group and
at a consolidated level.

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

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


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


We believe that while the growth and success of our business is our priority, we can
reach our greater goals only if we cater to the needs of the communities where we operate.
Community development involves implementing a long-term plan to establish a supportive and
lasting framework for the progress of communities. As a result, your Company's approach to
Corporate Social Responsibility extends beyond fulfilling legal obligations and instead
focuses on generating social and environmental benefits.

The CSR committee of the Board oversees and guides our CSR approach and deployment in
line with the CSR policy adopted by the Board. The CSR Policy covers the focus/ thrust
areas around which the CSR programmes, projects and activities are planned for creating a
significant positive impact on targeted stakeholder groups.

During the financial year under review, the CSR efforts of the Company continued to be
directed towards its focus areas in line with the Company's CSR Policy positively
impacting over 91,000 beneficiaries PAN India. The Company also encourages its employees
to become willing participants in its CSR initiatives.

Here are some of our community development initiatives:

Building Communities: We undertake various community development activities in
villages and urban slums, addressing various issues such as health, sanitation, safe
drinking water, malnutrition, education, youth development, women's empowerment, support
for farmers, and infrastructure development.

Project Samantar, Zero Accident Zone Project - Nashik- Bhiwandi Highway, Project Sehat
- Blood Donation and health camps are some of the interventions that form part of our
community development initiatives.

During the financial year under review, over 100 activities were carried out directly
by the Company and in partnership with implementation agency - MAGMO Welfare Sanstha,
benefitting over 75,000 beneficiaries in Maharashtra, Punjab, Uttarakhand, Gujrat, Delhi,
Karnataka and West Bengal.

Skill Development: We focus on promoting education, including special education,
vocational skills, especially among girls, youths, LGBTQAI+ and the people with
disabilities to mainstream careers through our employability training, and a life of
self-esteem & independence.

During the financial year under review, skill development training were imparted to
LGBTQAI+, PWDs, Women from marginalised communities in partnership with GTT Foundation.
The Company also supported education of 879 Nanhi Kalies in Maharashtra and Uttar Pradesh,
through the K.C. Mahindra Education Trust, which aims to ensure that every girl child in
India has access to education.

Sustainability: We promote increased usage of renewable energy, waste
management, renewal of natural water bodies, enhancement of green cover through tree
plantation activities. The Company's tree plantation contributions go beyond just planting
trees. They also support various socio-environmental causes, creating a broader positive
impact on communities and biodiversity. Through this intervention, the Company planted
directly and in partnership with Sankalptaru planted 5100 trees, which not only
contributed to building green cover and protecting the rich biodiversity of the country
but also provided livelihood support to tribal farmers by growing fruit bearing trees.

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, it's google location and their beneficiary's 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 as on 31 March
2023, of whom one half are Independent Directors. Details of the composition of the CSR
Committee as on 31 March 2023 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 2022-23, 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://mahindralogistics.com/
board-of-directors/#committee


CSR Policy 


The Board has adopted a CSR Policy, formulated and recommended by the CSR Committee.
The CSR Policy including a brief overview of the projects or programs approved by the
Board with implementation schedule thereof is uploaded on the Company website and can be
accessed through the weblink : https://mahindralogistics.com/disclosiires-iinder-sebi-
regnlation-46/#policies. During the financial year under review, there was no revision or
amendment to the CSR Policy of the Company.


CSR Spend 


During the financial year under review, the Company has spent ' 1.07 crores on CSR
activities undertaken in terms of the CSR Annual Action Plan recommended by the CSR
Committee and approved by the Board of Directors vis-a-vis the budgeted spend of ' 1.03
crores. There is no unspent CSR expenditure as on 31 March 2023.


Impact Assessment of CSR Projects 


The Company's 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 Policy) Rules, 2014.

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


Annual Report on CSR 


Annual Report on CSR activities for the financial year 2022-23 in the revised format
prescribed by the Companies (Corporate Social Responsibility Policy) (Amendment) Rules,
2022 dated 20 September 2022 is annexed as Annexure VI of this report and forms
part of this Integrated Annual Report.


S. SUSTAINABILITY 


As a responsible organization, we recognize the importance of reducing our climate
impact and the growing urgency to operate our transportation, warehousing, and people
mobility operations in a carbon-neutral way. To this end, the Company is committed to
achieving carbon neutrality by 2040. Moreover the Company is one of the few companies in
the logistics sector to get validation from Science Based Targets Initiative (SBTi) for
our target to reduce carbon emissions.

To reach the target, the Company is taking various initiatives including expanding the
share of energy- efficient technologies across assets, deploying clean transportation
solutions, implementing energy efficiency initiatives and technologies, increasing
renewable energy content in the energy mix, establishing green warehouses etc. which have
aided, thereby making our operations and warehousing infrastructure more sustainable. The
Company's commitment to SBTi continues with a specific target to reduce scope 1 and 2 GHG
emissions by 88% per employee and scope 3 GHG emissions by 69% per million kilometres by
the year 2033 from a 2018 base year.

Aligned with the Company's sustainability vision to become a logistics sector leader in
adopting sustainable business practices, the Company has adopted a Sustainability policy
supported by a sustainability strategy to focus on driving net zero, pioneering
circularity and thought leadership.

The growth of e-commerce, frequency of extreme weather events, heightened focus on
climate change, increased complexity of global trade, data security concerns, and
competitive labour markets continue to impact the operating environment. Considering these
aspects and few other aspects specific to our business viz. growth, acquisitions, enhanced
focus on sustainability, the Company reviewed and refreshed the ESG materiality assessment
to strengthen the sustainability strategy and parameterisation.

Further our sustainable practices encompass not just our core business, but also our
people, processes, solutions, and technology that constitute our organization. We also
collaborate closely with our customers and business partners to co-create sustainable
supply chain solutions. Our strategic business decisions are based on a strong awareness
of economic growth, social responsibility, and environmental concerns, with the goal of
improving the quality of life for all stakeholders and our community.

Specific initiatives taken in this regard are detailed in Annexure VII of this
report, the Integrated Report and Business Responsibility and Sustainability Report. These
efforts have resulted in reduction in energy and costs, 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 2022-23, in the prescribed
format is available as a separate section and forms part of this Integrated Annual Report.

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


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


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


U. POLICIES 


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


V. SECRETARIAL 

Authorised Share Capital 


The authorised share capital of the Company as on 31 March 2023 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 allotted 1,05,412 equity shares of
face value of ' 10/- each to the eligible employees/ex-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.

99.99% 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 2022
    
Opening issued, subscribed and paid-up share capital
    
-
    
7,18,71,618
    
71,87,16,180
  
  

    
11 April 2022
    
Allotment of equity shares to employees pursuant to exercise of RSUs
    granted under the RSU Plan 2018
    
64,085
    
7,19,35,703
    
71,93,57,030
  
  

    
15 July 2022
    
Allotment of equity shares to employees pursuant to exercise of RSUs
    granted under the RSU Plan 2018
    
20,275
    
7,19,55,978
    
71,95,59,780
  
  

    
19 October 2022
    
Allotment of equity shares to employees pursuant to exercise of RSUs
    granted under the RSU Plan 2018
    
10,866
    
7,19,66,844
    
71,96,68,440
  
  

    
17 January 2023
    
Allotment of equity shares to employees pursuant to exercise of RSUs
    granted under the RSU Plan 2018
    
10,186
    
7,19,77,030
    
71,97,70,300
  
  

    
31 March 2023
    
Closing issued, subscribed and paid-up share capital
    
-
    
7,19,77,030
    
71,97,70,300
  



Changes in the equity share capital from 1 April 2023 to date of this report 


The Company has allotted 59,121 equity shares to eligible employees, pursuant to
exercise of RSUs granted under the RSU Plan 2018 on 12 April 2023. Consequently, the
issued, subscribed and paid up share capital of the Company as on the date of this report
increased from ' 71,97,70,300/- (divided into 7,19,77,030 equity shares of ' 10/- each
fully paid-up) to ' 72,03,61,510/- (divided into 7,20,36,151 equity shares of ' 10/- each
fully paid-up).


Annual Return 


The Annual Return of the Company for the financial year ended 31 March 2023 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://mahindralngistirs.rnm/disrlnsures- under-sebi-regulation-46/#annual-returns.


Compliance with Secretarial Standards


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

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


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


During the financial year under review, there was one proceeding initiated against the
Company by an operational creditor under the Insolvency and

Bankruptcy Code, 2016 which does not materially impact the business of the Company. The
Company has filed a detailed reply and the matter is yet to be listed for admission by the
National Company Law Tribunal, Mumbai Bench, as on date of this Integrated Annual Report.


X. GENERAL 


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

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

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

• Significant or material orders passed by the Regulators or Courts or Tribunals
which impact the going concern status and the Company's operations in future;

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

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

• Suspension of trading of equity shares of the Company;

• There was no revision made in Financial Statements or the Board's 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 onetime settlement and the loan
taken from the Banks does not arise.


Y. ACKNOWLEDGMENTS 


The Board of Directors would like to express its profound gratitude for the dedicated
efforts and diligent services rendered by all the Company's employees, as well as the
invaluable contributions and guidance provided by Mr. Ajay Mehta and Mr. Amit Sinha, who
have served as Directors of the Company.

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

For and on behalf of the Board of Directors


  

    

    
Dr. Anish Shah
  
  

    
Place: Mumbai
    
Chairman
  
  

    
Date: 24 April 2023
    
DIN: 02719429