a MLL Global Logistics Limited, a wholly owned subsidiary of the Company which was incorporated in United Kingdom, had obtained the consent of its shareholders on 4 March 2025 for its voluntary dissolution and had made an application for strike-off and dissolution with the Registrar of Companies, United Kingdom. MLL Global Logistics Limited has been dissolved on 10 June 2025.
b On 18 August 2025, the Company acquired 26,38,60,000 equity shares of ? 10 each fully paid pursuant to the rights offer made by MLL Express Services Private Limited amounting to ? 263.86 crores for cash consideration.
c On 18 August 2025, the Company acquired 20,20,000 equity shares of ? 10 each fully paid pursuant to the rights offer made by V-Link Freight Services Private Limited amounting to ? 2.02 crores for cash consideration.
d On 3 November 2025, the Company acquired 5,00,00,000 equity shares of ? 10 each fully paid pursuant to the rights offer made by MLL Express Services Private Limited amounting to ? 50.00 crores for cash consideration.
e On 11 November 2025, the Company acquired the balance stake of 0.95% (22,500 equity shares) in Lords Freight (India) Private Limited ('Lords'), pursuant to Share Purchase Agreement entered on 28 October 2025. Post this acquisition, Lords has become wholly owned subsidiary of the Company w.e.f 11 November 2025.
f The Company agreed to provide necessary financial support to subsidiary companies to enable them to continue their operations on a going concern basis covering the period upto 31 March 2027.
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 cash flows 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 2026 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 growth in tonnage reduces the recoverable value by ? 12 Crores to ? 49 Crores which does not result in an impairment of the asset's carrying amount.
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.
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.
In 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 Record date and has not been included as a liability in these financial statements. The total estimated equity dividend to be paid is ? 24.81 Crores. The payment of this dividend will not have any tax consequences for the Company
In the month of July 2025, final dividend of ? 2.50 per share (total dividend ? 18.03 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.
The Company has in force three 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“), Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018“) and Mahindra Logistics Limited - Performance Stock Unit Plan 2025 ("PSU Plan 2025“)
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, the NRC granted 2,74,596 Restricted Stock Units ("RSUs“) to the eligible employees of the Company which vests on the expiry of 12 months, 24 months, 36 months, 48 months and 60 months from the grant date.
During the financial year under review, in accordance with the PSU Plan 2025 as approved by the Shareholders vide special resolutions dated 21 July 2025, the NRC granted 1,70,836 Performance Stock Units ("PSUs“) 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.
All the PSUs granted under the MLL PSU Plan 2025 to the PSU Grantee shall vest subject to achievement of specified performance conditions. The performance conditions will be linked to Corporate Performance indicators such as such as consolidated revenue, profit before tax, free cash flow, Sustainability & Digital Maturity (any or in combination of or all of it). The RSUs & PSUs upon vesting, basis the vesting criteria approved by the NRC, are exercisable over a period of one year/ five years respectively, 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.
On 21 November 2025, the Government of India notified the four Labour Codes-the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively "new Labour Codes") - consolidating 29 existing labour laws.
In accordance with the new Labour Codes, the Company has currently estimated the incremental impact on retiral benefits to be ? 4.76 crores. This has been presented under "Exceptional Items" in the Standalone Statement of Profit and Loss.
I Financial Instruments
i) Capital Management Policy
a) The Company's capital management objectives are:
- to ensure the Company's ability to continue as a going concern.
- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
b) For the purpose of Company's capital management, capital includes issued share capital, equity as well as preference, all other Equity reserves and Borrowings. The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the statement of financial position. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
(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 group 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.
The group'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
(viii) During the year, the Company has written off ? 7.14 Crores (Previous year ? 2.67 Crores) of trade receivables and ? 1.61 Crores (Previous year ? 0.34 Crores) advances given. These trade receivables and deposits are not subject to enforcement activity
As at 31 March 2026, the Company holds cash and cash equivalents of ? 61.91 Crores (As at 31 March 2025 & ? 43.36 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.
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.
The Company's contribution to Provident Fund, superannuation Fund and other funds aggregating ? 12.29 Crores (2025: ? 12.79 Crores) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.
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:
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.
A decrease in government bond yields will increase plan liabilities.
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).
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.
(i) Debt-equity Ratio: The Debt-Equity Ratio is Nil as at the year-end owing to the repayment of all outstanding borrowings during the year
(ii) Return on Equity: Return on Equity declined from 6.33% to 3.95% primarily due to an increase in average shareholders' equity pursuant to a rights issue undertaken during the year, resulting in a lower return on a higher equity base.
(iii) Net capital turnover ratio: The Net Capital Turnover Ratio improved during the year due to an increase in average working capital, driven by higher current assets, including mutual fund investments, and a reduction in current liabilities.
(iv) Return on capital employed: The decline in ROCE is mainly attributable to an expansion in the average capital employed base consequent to an increase in equity and reduction in borrowings during the year.
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.
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).