(a) Pursuant to the approval granted by the Investment Committee of the Board of Directors of the Company, the Company had executed a Joint Venture Agreement with Seino Holdings Co., Ltd, Japan ("Seino”) on 30 May 2024 to enable the formation of a Joint Venture company ("JVCo”) in India, for carrying on the business of providing warehousing and trucking services and related services thereto primarily to Japanese automobile companies and Japanese auto ancillary companies and / or their respective automobile and / or auto ancillary Affiliates in India, and such other matters as may be agreed from time to time.

Pursuant to the above, "Seino MLL Logistics Private Limited” was incorporated on 23 October 2024. On 16 December 2024, the Company acquired 20,00,000 equity shares of ? 10 each fully paid as joint venture investment in Seino MLL Logistics Private Limited amounting to ? 2 crores for cash consideration.

(b) The Company acquired 5,00,00,000 equity shares on 28 October 2024 and 3,50,00,000 equity shares on 27 March 2025 of Rs. 10 each fully paid pursuant to the rights offer made by MLL Express Services Private Limited amounting to Rs. 85 crores for cash consideration.

(c) On 4 March 2025, MLL Global Logistics Limited, a wholly owned subsidiary of the Company which was incorporated in United Kingdom, had obtained the consent of its shareholders for its voluntary dissolution and has made an application for strike-off and dissolution with the Registrar of Companies, United Kingdom.

Impairment testing of subsidiaries

The Company has made long term strategic investments in Express business (MLL Express Services Private Limited, "MESPL”), which has incurred losses owing to expenses for building the market share and scaling the operations. The Company carried out an impairment assessment basis fair value of the entity determined by a valuer using discounted future cashflows approach ("DCF”). The recoverable amount is determined based on value in use. The determination of recoverable amount involves significant judgements such as future projection of revenue, EBITDA (earnings before interest, taxes, depreciation, and amortisation), weighted average cost of capital and terminal growth on the current and anticipated market conditions along with the actions planned by the management and approved by the Audit Committee and the Board have been considered for this evaluation. Based on the above, no impairment was identified as of 31 March 2025 as the recoverable amount is higher than carrying value. The recoverable amount is significantly dependent on achievement of revenue growth and any change in revenue growth projection could have an impact on recoverable value. Based on the sensitivity analysis performed by the management a 0.5% to 2% decrease in the weighted average revenue growth rate reduces the recoverable value by ? 28 to ? 35 crores which does not result in an impairment of the asset's carrying amount.

(ii) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of ? 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the board of directors and approved by the shareholders in the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of other reserves:Securities Premium Reserve:

Securities premium account is created when shares are issued at premium. The reserve can be utilized in accordance with the provisions of the Companies Act, 2013.

Equity-settled employee benefits reserve:

Equity settled employee benefit reserve represents reserve towards the premium for the equity shares to be issued against the options granted.

Retained Earnings:

Retained earnings represents the accumulated surplus. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.

I n respect of the current year, the Board has proposed a final dividend of ? 2.50 per equity share of the Company. Dividend will be payable subject to the approval of the Members at the ensuing Annual General Meeting and deduction of tax at source to those Members whose names appear in the Register of Members / List of beneficial owners as on Book Closure date and has not been included as a liability in these financial statements. The total estimated equity dividend to be paid is ? 18.03 crores. The payment of this dividend will not have any tax consequences for the Company.

I n the month of July 2024, final dividend of ? 2.50 per share (total dividend ? 18.01 Crores) was paid to the Members of the Company in compliance with requirements of the Companies Act, 2013.

i) Salaries and wages includes salaries, wages, bonus, compensated absences and all other amounts payable to employees in respect of services rendered as per their employment terms under a contract of service.

ii) Contribution to provident fund and other funds includes contributions to other funds like superannuation fund, ESIC, etc. pertaining to employees.

iii) Share based payment

The Company has in force two Employee Stock Option schemes under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS 2012”) and Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018”).

Each option carries with it the right to purchase one equity share of the Company at the exercise price determined by the Company under the respective schemes at the time of grant. The vesting pattern of the schemes is in a graded manner as per the vesting criteria approved by the Nomination and Remuneration Committee of the Board ("NRC”) for each grant.

During the financial year under review, in accordance with the RSU Plan 2018 as approved by the Shareholders vide special resolutions dated 2 August 2018 and 27 July 2021, the NRC granted 57,238 Restricted Stock Units ("RSUs”) to the eligible employees of the Company and its subsidiary company which vests on the expiry of 12 months, 24 months, 36 months from the grant date.

The RSUs upon vesting basis the vesting criteria approved by the NRC are exercisable over a period of one year from the date of vesting.

No new grants were made in KESOS Scheme 2012 during the year under review and all the options vested under the said scheme have been exercised in full until previous years.

1 EXCEPTIONAL ITEMS

The Company had on 30 March 2023, entered into a Business Transfer Agreement with MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) ("MESPL”), a wholly-owned subsidiary of the Company for the sale / transfer of its Express Network business as a going concern on slump exchange basis, for consideration of ? 20.83 crores payable by MESPL by way of issue of equity shares, effective 1 April 2023. The Company has recognised gain of ? 1.50 crores as an 'exceptional item' in the Statement of Profit and Loss for the year ended 31 March 2024.

Pursuant to the approval granted by the Investment Committee of the Board of Directors of the Company, at its meeting held on 20 December 2023, the Company had entered into a Share Purchase Agreement ("Agreement”) with Transtech Logistics Private Limited ("TLPL”) an associate of the Company and the Promoters of TLPL, for sale/transfer of the 39.79% stake held by the Company in TLPL i.e., 100 equity shares of ? 10 each and 65,988 Compulsorily Convertible Preference Shares of ? 50 each, for a consideration of ? 0.01 Crores to be discharged by the Promoters of TLPL in cash to the Company. Pursuant to this, TLPL ceased to be an associate of the Company effective 20 December 2023. The Company has recognised gain of ? 0.01 Crores as an 'exceptional item' in the Statement of Profit and Loss for the year ended 31 March 2024.

iii) Financial Risk Management Framework

The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.

a) Credit risk management

Trade receivables and deposits

(i) Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Credit exposure is controlled by counterparty credit period which is monitored through an approved policy.

(ii) Trade receivables consist of a large number of customers, spread across diverse industries and places across India.

(iii) Apart from one large customer of the company, the Company does not have significant credit risk exposure to any single customer. Concentration of credit risk related to a single company did not exceed 15% of trade receivables at the end of the year.

(iv) The Company applies the simplified approach to provide for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for all trade receivables. The Company has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company and individual receivable specific provision where applicable.

(v) There is no change in estimation techniques or significant assumptions during the reporting year.

(viii) During the year, the Company has written off ? 2.67 Crores (2024: ? 6.44 Crores) of trade receivables and ? 0.34 Crores (2024: ? 0.32 Crores) advances given. These trade receivables and deposits are not subject to enforcement activity.

Cash and Cash equivalents

As at 31 March 2025, the Company holds cash and cash equivalents of ? 43.36 Crores (2024: ? 15.31 crores). The cash and cash equivalents are held with banks with good credit rating.

b) Liquidity risk management

(i) The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.

The above table details the Company's expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company's liquidity risk management as the liquidity is managed on a net asset and liability basis.

c) Market Risk Management Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. All such transactions are carried out within the guidelines set by the Board of Directors.

There has been no significant changes to the Company's exposure to market risk or the methods in which they are managed or measured.

Currency Risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company's exposure to currency risk relates primarily to the Company's operating activities when transactions are denominated in a different currency from the Company's functional currency.

I EMPLOYEE BENEFITSa) Defined Contribution Plan

The Company's contribution to Provident Fund, superannuation Fund and other funds aggregating ? 12.79 Crores (2024: ? 12.41 Crores) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.

b) Defined Benefit Plans:

Gratuity

a) The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Group scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the Group Gratuity Scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.

b) Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:

(1) Asset volatility

The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to the government bonds discount rate, this will create or increase a deficit. The funds of the defined benefit plans are held with LIC.

As the plans mature, the Company intends to reduce the level of investment risk by investing more in assets that better match the liabilities.

(2) Change in bond yields

A decrease in government bond yields will increase plan liabilities.

(3) Inflation risk

Defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although caps on the level of inflationary increases are in place to protect the plan against extreme inflation).

(4) Life expectancy

The majority of the plan's obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan's liabilities. This is particularly significant in the Group's defined benefit plans, where inflationary increases result in higher sensitivity to changes in life expectancy.

Explanation for change in the ratios by more than 25% :

(i) Debt-equity Ratio : Debt-equity Ratio has increased from 0.12 times in previous year to 0.21 times in current year due to increase in borrowing during the year.

(ii) Debt service coverage Ratio : Debt service coverage ratio has increased from 1.19 times in previous year to 1.64 times in current year due to decrease in current borrowings during the year

(iii) Return on Equity: Return on equity ratio has declined from 9.51% to 6.33% majorly due to increase in operating expenses and finance cost during the year.

(iv) Net Profit : Net profit ratio has declined from 1.37% to 0.87% majorly due to increase in operating expenses and finance cost during the year.

iii) The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.

iv) The Company did not have any transaction which had not been recorded in the books of account that had been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

9 ADDITIONAL REGULATORY INFORMATION

i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries”) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.