Delhivery Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors ("the Board") have pleasure in presenting the 14^th Annual Report of your Company along with the Audited
Financial Statements for the financial year ("FY") ended March 31, 2025 (hereinafter referred as "FY25" or "during the year").

Financial Performance

Key highlights of the financial performance of your Company for the FY25 are as under:

	Standalone -	¦ FY ended	Consolidated-	FY ended
1	March 31, 2025	March 31, 2024 |	March 31, 2025	March 31, 2024
Revenue from Operations	82,524.47	74,540.82	89,319.01	81,415.38
Other Income	4,563.86	4,753.49	4,401.08	4,526.96
Total Income	87,088.33	79,294.31	93,720.09	85,942.34
Less: Total expenses	85,094.52	80,235.00	92,167.73	88,249.67
Profit/(Loss) before exceptional items, share of net profit of associate and tax	1,993.81	(940.69)	1,552.36	(2,307.33)
Less: Exceptional Items	868.54	738.99	51.34	224.10
Profit/(Loss) before tax and share of profit of associate	1,125.27	(1,679.68)	1,501.02	(2,531.43)
Less: Tax Expense	-	-	(49.78)	47.38
Profit/ (Loss) after tax before share of profit of associate	1,125.27	(1,679.68)	1,550.80	(2,578.81)
Add: Share of profit of associate (net)	-	-	70.30	86.95
Profit/ (Loss) for the year	1,125.27	(1,679.68)	1,621.10	(2,491.86)
Other Comprehensive Income	30.36	46.29	49.14	41.84
Total Comprehensive income/(Loss) for the year	1,155.63	(1,633.39)	1,670.24	(2,450.02)

The Standalone and Consolidated Financial Statements of
your Company for FY25 are prepared in compliance with the
applicable provisions of the Companies Act, 2013 ("the Act"),
Indian Accounting Standards ("Ind AS") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended ("SEBI Listing
Regulations").

• The revenue from operations on a standalone basis
for FY25 stood at ? 82,524.47 million as against
?74,540.82 million for FY24, registering a growth of 10.71%.
Whereas the profit for FY25 stood at ? 1,125.27 million as
against loss of ? 1,679.68 million for FY24, an absolute
increase of ? 2,804.95 million in profits.

• The revenue from operations on consolidated basis
for FY25 stood at ? 89,319.01 million as against
? 81,415.38 million for FY24, registering a growth of 9.71%.
Whereas the profit for FY25 stood at ? 1,621.10 million as
against loss of ? 2,491.86 million for FY24. There is an
absolute increase of ? 4,112.96 million in profits.

• The increase in revenue from operations is on account of
increase in revenue from all our services- Express Parcel,
Part Truck Load ("PTL"), Supply Chain Services, Truckload
("TL") and Cross Border Services.

• The increase in expenses is on account of increase in
freight, handling and servicing costs, salaries and wages
and other expenses attributable to the increase in revenues.

State of Affairs of the Company/ Business
Operations

As of March 31, 2025, your Company provided logistics
and supply chain solutions to a diverse base of over 40,000
active customers such as e-commerce marketplaces,
direct-to-consumer e-tailers and enterprises and small
and medium enterprises ("SMEs") across several verticals
such as fast-moving consumer goods ("FMCG"), consumer
durables, consumer electronics, lifestyle, retail, automotive
and manufacturing.

This is achieved through high-quality logistics infrastructure
and network engineering, a vast network of domestic and
global partners and significant investments in automation,
all of which are orchestrated by our self-developed logistics
operating system that drives network synergies within and
across our services and enhances our value proposition
to customers.

The key differentiators of business of your Company are:

• Integrated solutions: Your Company provides a full range
of logistics services, including Express Parcel delivery,
heavy goods delivery, PTL Freight, TL Freight, warehousing,
supply chain solutions, cross-border express and freight

services and supply chain software, along with value added
services such as e-commerce return services, payment
collection and processing and fraud detection.

• Proprietary logistics operating system: In-house logistics
technology stack is built by your Company to meet the
dynamic needs of modern supply chains. Your Company
has over 80 applications through which your Company
provides various services, orchestrated by the platform to
govern transaction flows from end to end. The platform of
your Company is designed as a set of foundational layers,
libraries and application programming interfaces that form
the building blocks for logistics applications and provides
a configurable framework and tools to enable both internal
and external developers to build custom applications.

• Data Intelligence: Your Company collects, structures,
stores and processes vast amounts of transaction and
environmental data to guide real-time operational decision
making. We have used machine learning extensively to build
various capabilities, including intelligent geo-location,
network design, route optimisation, load aggregation,
expected time of arrival prediction, product identification
and fraud detection, which enabled us to execute operations
in an efficient and precise manner.

• Automation: Your Company operated 45 fully and semi¬
automated sortation centres and 111 gateways across
India as of March 31, 2025. We have a Rated Automated
Sort Capacity of 8.2 million shipments per day as of March
31, 2025. We have automated material handling systems
at gateways in Bhiwandi (Maharashtra), Tauru (Haryana)
and Bengaluru (Karnataka). Your Company expanded the
gateway infrastructure in Bhiwandi to 750,000 sq ft which
will enable your Company to service the increasing demand
for its services. This automation, combined with system
directed floor operations, path expectation algorithms and
machine-vision guided truck loading systems, together
enable the facility staff to be more productive and reduce
errors in their operations.

• Unified Infrastructure and Network: Your Company
operates a pan-India network and provides services in
18,833 postal index number (PIN) codes, as of March 31,
2025. Logistics platform, data intelligence and automation
of your Company enable the network to be seamlessly
interoperable and allow sharing of infrastructure and
operational capacity across business lines and set new
service standards, such as providing e-commerce-like
turnaround times to traditional Part Truckload shippers on
several lanes.

• Asset-light operations: Your Company follows an asset
light model. The approach is to invest in critical service
elements and IP-sensitive areas of the network, while

delivering services through a large number of network
partners. Network partners with warehousing, freight
(truckload or air) or first/last-mile capacity can sign up and
find customers via the partner applications. The systems
of your Company function as managed marketplaces that
match partner capacity with its internal and third-party
client demand based on partners'' service quality ratings
and pricing. This approach has enabled your Company
to quickly expand to geographically dispersed locations,
optimise loads, improve the cost structure and maintain
flexibility in handling seasonal variations and changes in
client requirements while incurring lower fixed costs and
capital expenditures.

• Entrepreneurial team: The experienced team of your
Company has driven service excellence and industry
first innovations that have enabled your Company to gain
market leadership in a short span of time. The team comes
from diverse backgrounds in engineering, technology,
operations, research and development (R&D) and design
from across industries such as technology, e-commerce,
manufacturing, telecommunications, management
consulting, financial services and the armed forces,
among others.

Scheme of Arrangement

During the FY24, a Scheme of Amalgamation for merger of
Spoton Logistics Private Limited (Wholly Owned Subsidiary
of the Company) and Spoton Supply Chain Solutions Private
Limited (Wholly Owned Subsidiary of Spoton Logistics
Private Limited), into and with Delhivery Limited, pursuant to
Sections 230 to 232 of the Act was approved by your Board.
The application of merger was filed with National Company
Law Tribunal ("NCLT") on March 30, 2024.

The first motion application has been approved, and the Hon''ble
NCLT, vide its order dated August 29, 2024, has dispensed
with the requirement to hold meetings of shareholders and
creditors. The matter is pending for final hearing.

Transfer to Reserves and Dividend

No amount is proposed to be transferred to reserves, except
as required under the statute. Accordingly, the Board of
Directors of your Company does not recommend any dividend
for the FY25.

In terms of Regulation 43A of the SEBI Listing Regulations,
the dividend distribution policy is available on the Company''s
website at https://www.delhivery.com/wp-content/
uploads/2022/05/Dividend-Distribution-Policy Final.pdf

Utilisation of proceeds of Initial Public Offer
("IPO") of Equity Shares

Your Company floated an IPO of its equity shares during FY23.
There has been no deviation in the use of proceeds of the

the same with the stock exchanges where the equity shares
of the Company are listed, as required under the SEBI
Listing Regulations.

The statement of deviation/variation in utilisation of funds and
the Monitoring Agency Report is available at the Company''s
website at https://www.delhivery.com/company/investor-
relations.

Alteration of Memorandum of Association
("MoA") & Articles of Association ("AoA")

During the year under review, the Capital Clause of the
Memorandum of Association was amended to reclassify the
unutilised preference share capital into equity shares, with the
approval of the Members at the 13^th Annual General Meeting
("AGM"). The Authorised Share Capital of ?1,342,535,980/-
consisting of 873,502,280 equity shares of ?1/- each, 300,000
preference shares of ?10/- each, and 4,660,337 preference
shares of ?100/- each, was reclassified to ?1,342,535,980/-
divided entirely into 1,342,535,980 equity shares of ?1/- each.

Apart from above there was no other alteration in the MoA
and AoA.

IPO from the objects stated in the Offer document as per
Regulation 32 of the SEBI Listing Regulations.

Axis Bank Limited was appointed as the Monitoring Agency
in terms of Regulation 41(2) of the SEBI (Issue of Capital &
Disclosure Requirements) Regulations, 2018, as amended, to
monitor the utilisation of IPO proceeds and the Company has
obtained a monitoring report for every quarter and submitted

Details of utilisation of IPO proceeds is given below:

Sl. No.	Objects of fundraising	Original allocation	Modified allocation	Funds utilised as on March 31, 2025
1	Organic Growth Initiatives
	Building scale in existing business lines and developing new adjacent business lines	1,600.00	No Change	1,600.00
	Expanding network infrastructure of your Company	13,600.00	No Change	13,600.001
	Upgrading and improving proprietary logistics operating system of your Company	4,800.00	No Change	4,800.00
	Funding inorganic growth through acquisition and other strategic Initiatives	10,000.00	No Change	911.16
3	General Corporate purposes	8,703.00	8,863.032	8,635.073
	Total	38,703.00	8,863.03	29,546.23

¹ Lease payment also includes payment towards security deposit of f 499.02 million from the date of IPO till the period ended March 31,2025.

²During the quarter ended September 30, 2023, unutilised IPO issue expense of f 160.03 million has been transferred to Net IPO proceeds, thereby
increasing it from f 8,703 million to f8,863.03 million and earmarked for General Corporate Purposes in accordance with the objects of the Offer.

³It also includes f 241.80 million towards Goods & Service Tax on offer expenses.

Change in the nature of Business

There has been no change in the nature of business of your Company during the year under review.

Material Changes and Commitment affecting financial position of the Company

Pursuant to the requirements of Section 134(3)(l) of the Act, except as stated below, there have been no material changes and
commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Issue of Equity Shares: Issue of fresh equity shares pursuant to exercise of stock options by the employees as detailed in
this Report.

Proposed Acquisition of Ecom Express Limited ("Ecom"): On April 05, 2025, the Board of Directors approved the acquisition
of shares representing at least 99.4% of the issued and paid-up share capital (on a fully diluted basis) of Ecom for a purchase
consideration not exceeding ?1,407 crores. In this regard, the Company has entered into a share purchase agreement with
Ecom and its shareholders. The completion of the transaction is subject to approval from the Competition Commission of
India (CCI). Post completion of such acquisition, Ecom will become a subsidiary of the Company.

Share Capital

A. Authorised Share Capital

During FY25, the Company reclassified its authorised share capital, converting unutilised preference share capital into
equity shares with the approval of its Members. This reclassification aligns with the Company''s strategic objective of
optimising its capital structure.

As of March 31, 2025, the authorised share capital of the Company stands at ?1,342,535,980/- divided into 1,342,535,980
equity shares of ?1/- each.

B. Changes in Issued, Subscribed and Paid-up Share Capital

During the FY25, the changes in Issued, Subscribed and Paid-up Share Capital of your Company are as follows:

Particulars	No. of shares	Amount (in ?)
Issued, Subscribed and Paid-up Equity Share Capital as on April 01, 2024	736,785,255	736,785,255
Equity Shares allotted during the FY25	8,796,224	8,796,224
Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2025	745,581,479	745,581,479

Details of equity shares issued/allotted during the FY25 are as follows:

SI. No.	Date of allotment	Mode of issue/allotment	No. of shares allotted	Face Value per equity share (in ?)	Nature of consideration
1.	April 10, 2024	Employee Stock Options Exercised	126,118	1	Cash
2.	May 09, 2024	Employee Stock Options Exercised	532,567	1	Cash
3.	June 10, 2024	Employee Stock Options Exercised	1,106,060	1	Cash
4.	July 08, 2024	Employee Stock Options Exercised	649,547	1	Cash
5.	August 07, 2024	Employee Stock Options Exercised	222,824	1	Cash
6.	September 09, 2024	Employee Stock Options Exercised	615,930	1	Cash
7.	October 09, 2024	Employee Stock Options Exercised	863,645	1	Cash
8.	November 08, 2024	Employee Stock Options Exercised	1,121,541	1	Cash
9.	December 10, 2024	Employee Stock Options Exercised	784,927	1	Cash
10.	January 08, 2025	Employee Stock Options Exercised	771,269	1	Cash
11.	February 11, 2025	Employee Stock Options Exercised	822,310	1	Cash
12.	March 10, 2025	Employee Stock Options Exercised	1,179,486	1	Cash

After the closure of the reporting period, your Company has allotted equity shares as per following details:

SI. Date of allotment No.	Mode of issue/allotment	No. shares allotted	Face Value per equity share (in ?)	Nature of consideration
1. April 09, 2025 2. May 09, 2025	Employee Stock Options Exercised 151,738 1 Cash Employee Stock Options Exercised 362,747 1 Cash

As on the date of this report, your Company''s paid-up equity share capital amounts to ? 746,095,964/-

Employees'' Stock Option Plans

Your Company has four Employees'' Stock Option Plans,
namely, Delhivery Employees Stock Option Plan, 2012
("ESOP I - 2012"), Delhivery Employees Stock Option Plan
- II, 2020 ("ESOP II - 2020"), Delhivery Employees Stock
Option Plan - III, 2020 ("ESOP III - 2020") and Delhivery
Employees Stock Option Plan - IV, 2021 ("ESOP IV - 2021",
and collectively, the "ESOPs"). These ESOPs are in compliance
with the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(hereinafter referred to as "SEBI SBEB & SE Regulations").

The Secretarial Auditor of your Company has provided
a certificate stating that the aforesaid ESOPs have been

S. No.	Name of Director and KMPs	Designation
1.	Mr. Deepak Kapoor	Chairperson and Non-Executive Independent Director
2.	Mr. Romesh Sobti	Non-Executive Independent Director
3.	Mr. Saugata Gupta	Non-Executive Independent Director
4.	Mr. Srivatsan Rajan	Non-Executive Independent Director
5.	Ms. Aruna Sundararajan	Non-Executive Independent Director
6.	Mr. Sameer Mehta	Non-Executive Independent Director
7.	Ms. Namita Thapar	Non-Executive Independent Director
8.	Mr. Sahil Barua	Managing Director and Chief Executive Officer
9.	Mr. Kapil Bharati	Whole-time Director (Executive Director and Chief Technology Officer)
10.	Mr. Suraj Saharan*	Chief People Officer
11.	Mr. Amit Agarwal	Chief Financial Officer
12.	Ms. Vani Venkatesh	Chief Business Officer
13.	Mr. Ajith Pai Mangalore	Chief Operating Officer
14.	Mr. Varun Bakshi	SVP & Head of PTL
15.	Ms. Madhulika Rawat	Company Secretary & Compliance Officer

*Mr. Suraj Saharan appointed as an Additional Director in the capacity of Whole-time Director, designated as Executive Director and Chief People
Officer, with effect from May 16,2025 subject to the approval of the Members of the Company.

implemented in accordance with the SEBI SBEB & SE
Regulations. The said certificate will be placed before the
Members at the ensuing AGM and will also be made available
on the website of your Company.

The disclosures as required under Regulation 14 of the SEBI
SBEB & SE Regulations are available on the website of the
Company at https://www.delhivery.com/company/investor-
relations.

Credit Rating

Not applicable

Board of Directors

Your Company has an appropriate mix of directors on its
Board. As on March 31, 2025, the Board consisted of two (2)
Executive Directors and seven (7) Non-Executive Independent
Directors including two (2) Women Independent Directors.
Your Directors are eminent individuals of diverse backgrounds
with skills, experience and expertise in various areas, the
complete list of which has been provided in the Corporate
Governance Report forming part of this Report.

During FY25, there were following changes in the
Board composition:

Appointment and Re-appointment

• The Members at its Annual General Meeting ("AGM") held
on September 02, 2024, have re-appointed Mr. Sahil Barua
(DIN: 05131571) as the Director of the Company, liable to
retire by rotation.

• The Board, at its meeting held on February 07, 2025, based
on the recommendation of Nomination and Remuneration
Committee ("NRC"), approved the below matters, which
were approved by Members through Postal Ballot on
April 05, 2025:

- Appointment of Mr. Sameer Ashok Mehta
(DIN:02945481) as a Non-Executive Independent
Director for a term of five years with effect from
February 07, 2025; and

- Appointment of Mrs. Namita Vikas Thapar
(DIN: 05318899) as a Non-Executive Independent
Director for a term of five years with effect from
February 17, 2025.

Cessation(s)

• Mr. Anindya Ghose, Non-Executive Director
(DIN: 10243913), resigned from the Board with effect from
December 02, 2024, on account of pre-occupation and
upcoming work commitments.

• Mr. Sandeep Kumar Barasia, Executive Director & Chief
Business Officer (DIN: 01432123), resigned from the Board
with effect from July 01, 2024, due to personal reasons.

The Board places on record its appreciation for Mr. Anindya
Ghose and Mr. Sandeep Kumar Barasia for their valuable
contribution and insightful guidance during their tenure.

The Board, at its meeting held on May 16, 2025, based on
the recommendation of NRC, approved the appointment of
Mr. Suraj Saharan, Chief People Officer of the Company, as
an Additional Director in the capacity of Whole-time Director,
designated as Executive Director and Chief People Officer,
with effect from May 16, 2025 subject to the approval of the
Members of the Company.

The Non-Executive Directors of the Company had no pecuniary
relationship or transactions during the year with the Company,
other than sitting fees, remuneration and reimbursement of
expenses, if any, as detailed in the Corporate Governance
Report forming part of this Report.

Key Managerial Personnel and Senior

Management Personnel

During FY25, there were following changes in Key Managerial
Personnel ("KMP") and Senior Management Personnel
("SMP") of your Company.

• The Board, at its meeting held on May 17, 2024, based on
the recommendation of the NRC, approved the appointment
of Ms. Madhulika Rawat (ICSI Membership No. F8765) as
the Company Secretary and Compliance Officer of the
Company with effect from May 17, 2024.

• The Board, at its meeting held on February 07, 2025,
based on the recommendation of the NRC, approved the
appointment of Ms. Vani Venkatesh as the Chief Business
Officer of the Company with effect from February 28, 2025.

Directors, KMPs & SMPs as on March 31, 2025

Directors retiring by Rotation

All the Directors (other than the Independent Directors), on
the Board of your Company are liable to retire by rotation.
In terms of the provisions of Section 152(6) of the Act and
the Rules made thereunder, Mr. Kapil Bharati, Whole-time
Director (Executive Director and Chief Technology Officer)
is liable for Board retirement by rotation at the ensuing AGM.
Mr. Kapil Bharati, being eligible, has offered himself for re¬
appointment. Based on the recommendations of the NRC,
the Board recommends re-appointment of Mr. Kapil Bharati
at the ensuing AGM.

The details of Mr. Kapil Bharati, as required under the SEBI
Listing Regulations are contained in the Notice convening the
ensuing AGM of your Company.

Independent Directors'' Declaration

Your Company has received necessary declarations from each
Independent Director that they meet criteria of independence
as laid down under the provisions of Section 149 of the Act and
Regulation 16 of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied with the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent Directors
of the Company have included their names in the data bank
of Independent Directors maintained by the Indian Institute
of Corporate Affairs.

Familiarisation Programme for Directors

Disclosure pertaining to familiarisation programmes for
Directors is provided in the Corporate Governance Report
forming part of this Report.

Board and Committee Meetings
Board

During the year under review, the Board met five (5) times
to consider and approve various matters. The details of the
meetings and the attendance of the Directors are provided in
the Corporate Governance Report forming part of this Report.

Board Committees

The Board has established Committees as a matter of good
corporate governance practices and as per the requirements
of the Act and the SEBI Listing Regulations.

The Company has the following six (6) Board-level
Committees, which have been established in compliance with
the requirements of the business and relevant provisions of
applicable laws and statutes:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) CSR & Sustainability Committee;

d) Stakeholders'' Relationship Committee;

e) Risk Management Committee;

f) Merger and Acquisition ("M&A") Committee¹

The details with respect to the composition, terms of reference,
number of meetings held, and business transacted by the
aforesaid Committees are given in the Corporate Governance
Report forming part of this Report.

¹ Merger and Acquisition Committee of the Board was formed on
March 21, 2025 to review and assess merger & acquisitions, investments,
JVs and partnerships.

Policy on Director''s Appointment, Remuneration
and other matters

The Policy on appointment and remuneration including
criteria for determining the qualification, positive attributes,
independence and other matters of Directors, KMPs & SMPs
as per applicable provisions under Section 178 of the Act read
with the SEBI Listing Regulations has been formulated by the
NRC and approved by the Board. The said Policy is uploaded
on the website of your Company at https://www.delhivery.
com/company/investor-relations?sec=policies-codes and is
followed for respective appointment(s). The salient features
of the Policy on Nomination, Remuneration & Evaluation are
as follows:

1. Objective: The policy should clearly state its objective,
which is to ensure a transparent and fair process for the
selection, appointment, and remuneration of directors,
key managerial personnel, and senior executives.

2. Nomination Process: The policy outlines the process for
identifying and selecting suitable candidates for various
positions within the Company, including directors and
key managerial personnel. It may include factors such as
qualifications, experience, independence, diversity, and
skills required for the specific role.

3. Board Evaluation: The policy includes provisions for
conducting regular evaluations of the performance of
the board, individual directors, and board committees.
The evaluation process helps in identifying areas
for improvement and ensuring the effectiveness of
the board.

4. Remuneration Framework: The policy defines
the principles and guidelines for determining the
remuneration of directors, key managerial personnel,
and senior executives. It may consider factors such as
industry benchmarks, company performance, individual
performance and responsibilities.

Board Evaluation

The NRC has formulated a policy and criteria for evaluation of
the Board and its Committees and the same has been adopted
by the Board. During FY25, the performance evaluation is
conducted through structured questionnaires which cover
various aspects of the Board''s functioning such as adequacy
of the composition of the Board and its Committees, Member''s
strengths and contribution, execution and performance of
specific duties, obligations and governance. The evaluations
are carried out in a confidential manner and the Directors
provide their feedback by rating based on various metrics.
The details of the Board Evaluation process are mentioned in
the Corporate Governance Report forming part of this Report.

Pursuant to Schedule IV of the Act read with Regulation 25
of SEBI Listing Regulations, a separate meeting of the

Independent Directors was also held during the financial year
on March 22, 2025 for evaluation of the performance of the
Non-Independent Directors, the Board as a whole and that of
the Chairman. The feedback of evaluation and trends is shared
by the Chairperson of the Board to all Board Members.

Directors'' Responsibility Statement

In terms of the Section 134(5) of the Act, your Directors have
relied on the Independent Auditors report, representation by
the management team and to the best of their knowledge and
belief, state that:

a) in the preparation of the Annual Financial Statements for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on
March 31, 2025, and of the profit of the Company for the
year under review;

c) proper and sufficient care have been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements for the financial year
ended March 31, 2025, have been prepared on a ''going
concern'' basis;

e) they have laid down proper internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) proper systems to ensure compliance with the provisions
of all applicable laws have been devised and that such
systems were adequate and operating effectively.

Internal Controls and their Adequacy

Your Company has internal control systems in place,
commensurate with the size, scale and complexity of its
operations. The internal controls have been designed in the
interest of all its stakeholders, by providing an environment
that facilitates smooth operations and addresses,
inter-alia, financial and operational risks, with an emphasis on
integrity and ethics as part of work culture.

Your Company has laid down a set of standards, policies and
processes to implement internal financial control across
the organisation and the same are adequate and operating
effectively. Your Company has an adequate internal financial
control system over financial reporting ensuring that all
transactions are authorised, recorded, and reported correctly
in a timely manner to provide reliable financial information and

to comply with applicable accounting standards, which are
commensurate with the size and volume of the business of
your Company. Details of the internal financial controls of the
Company are mentioned in the Management Discussion and
Analysis Report forming part of this Report.

The Internal Auditor monitors and evaluates the efficacy
and adequacy of internal control systems in your Company
and its compliance with accounting procedures, financial
reporting and policies. The reports of the Internal Audit are
reviewed and discussed by the Audit Committee in detail and
the process owners take corrective actions in their respective
areas, thereby strengthen the controls. A summary of the
suggested corrective actions is placed before the Board by
the management and the Chairperson of the Audit Committee
briefs the Board on the recommendations of the Audit
Committee, for its discussion and suggestions thereon.

Subsidiaries, Associate Companies & Joint

Ventures

Subsidiaries

Your Company has the following wholly owned subsidiaries as
on March 31, 2025. The details are as follows:

1. Delhivery Freight Services Private Limited, India

2. Orion Supply Chain Private Limited, India

3. Delhivery Cross Border Services Private Limited, India

4. Spoton Logistics Private Limited, India ("Spoton
Logistics")

5. Spoton Supply Chain Solutions Private Limited, India
(Subsidiary of Spoton Logistics)

6. Algorhythm Tech Private Limited, India

7. Delhivery Robotics India Private Limited, India¹

8. Delhivery Corp Limited, United Kingdom²

9. Delhivery HK Pte. Limited, Hong Kong

10. Delhivery USA, LLC

11. Delhivery Singapore Pte. Ltd., Singapore ("Delhivery
Singapore")

12. Delhivery Robotics LLC, USA, (Subsidiary of Delhivery
Singapore)

13. Delhivery Bangladesh Logistics Private Limited
(Subsidiary of Delhivery Singapore)³

14. Delhivery Logistics (Shenzhen) Company Limited
(Subsidiary of Delhivery Singapore)⁴

¹The Board of Directors approved the incorporation of Delhivery
Robotics India Private Limited in FY25. It was incorporated
on July 03, 2024, for drone manufacturing and freight air
transport services.

² The Board of Directors of the Company approved to initiate
liquidation of Delhivery Corp Limited, United Kingdom in
its meeting held on May 17, 2024, and the liquidation is
under process.

³The Board of Directors of the Company approved to initiate
liquidation of Delhivery Bangladesh Logistics Private Limited
in its meeting held on February 07,2025, and the liquidation is
under process.

⁴This company was statutorily incorporated during the financial
year2023; however, no capital/fund infusion has been done yet
and the company is non-operative as on date.

Except for the scheme of amalgamation for the merger of
Spoton Logistics and Spoton Supply Chain Solutions Private
Limited into Delhivery Limited, there has been no material
change in the nature of the business of such subsidiaries.
Further, no company ceased to be a subsidiary of the
Company during FY25.

Associate Companies

Your Company has one associate company i.e., Falcon
Autotech Private Limited as on March 31, 2025.

Further, no company became or ceased to be the associate of
the Company during FY25.

Joint Venture

During the year under review, no company became or ceased
to be a joint venture of the Company. Furthermore, your
Company does not have any joint ventures as defined under
the provisions of the Act during the year.

The consolidated financial statements is also being presented
in addition to the standalone financial statements of the
Company in this Annual Report. Further, the report on the
performance and financial position of each subsidiary and
associate, as applicable and the salient features of their
Financial Statements in the prescribed Form AOC-1 are
annexed to this Report as Annexure-1. Further, the contribution
of subsidiaries and associates to the overall performance
of your Company has been disclosed in note no. 41 of the
Consolidated Financial Statements.

In accordance with the provisions of Section 136 of the Act,
and the amendments thereto, read with the SEBI Listing
Regulations, the audited financial statements, including the
consolidated financial statements and related information of
your Company and the financial statements of the subsidiary
companies, are available on the website of your Company at
https://www.delhivery.com/company/investor-relations for
inspection by the Members.

Pursuant to the provisions of Regulation 16(c) of the SEBI
Listing Regulations, the Board has approved and adopted a

Policy for determining Material Subsidiary. The said policy
is available on the website of your Company at https://www.
delhivery.com/company/investor-relations?sec=policies-
codes.

Deposits

During FY25, your Company has not accepted any deposits
from the public in terms of the provisions of Section 73
of the Act. Further, no amount on account of principal or
interest on deposits from the public was outstanding as on
March 31, 2025.

Particulars of Loans, Guarantees or Investments

Your Company has not given any guarantee and/or provided
any security to any body corporate, whether directly or
indirectly, within the meaning of Section 186 of the Act. The
details of loans have been disclosed in note no. 8 and the
details of investments have been disclosed in note no. 5 to
the standalone and consolidated financial statements forming
part of this Report.

Related Party Transactions

Your Company has formulated a policy on Related
Party Transactions in accordance with the provisions of
Sections 177 and 188 of the Act and Rules made thereunder
read with Regulation 23 of the SEBI Listing Regulations, and the
same is available on the website of your Company at https://
www.delhivery.com/company/investor-relations?sec=policies-
codes. The policy is intended to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between your Company and its related parties.

All contracts, arrangements or transactions entered into
during the year with related parties were on arm''s length basis
and in the ordinary course of business and in compliance
with the applicable provisions of the Act and the SEBI Listing
Regulations. None of the contract, arrangement or transaction
with any of the related parties was in conflict with the interest
of the Company.

Since all the transactions with related parties during the
year were on arm''s length basis and in the ordinary course
of business, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable for FY25.

Details of related party transactions entered into by your
Company, in terms of Ind AS-24 have been disclosed in the
note no. 35 to the standalone and consolidated financial
statements, forming part of this Report.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption
and foreign exchange earnings and outgo as stipulated
under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Account) Rules, 2014 are annexed to this Report
as Annexure-2.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and
Regulation 22 of the SEBI Listing Regulations, your Company
has established a Vigil Mechanism/Whistle Blower Policy
for Directors, employees, vendors, customers and other
stakeholders of your Company and its subsidiaries to raise and
report concerns regarding any unethical conduct, irregularity,
misconduct, actual or suspected fraud or any other violation of
the Policy within your Company. The vigil mechanism provides
for adequate safeguards against victimisation of persons
who use such mechanisms and provides direct access to
the Chairperson of the Audit Committee in appropriate or
exceptional cases. The said Policy is available on the website
of your Company at https://www.delhivery.com/company/
investor-relations?sec=policies-codes.

Further, all Whistle blower complaints, along with their status
updates, are periodically placed before the Audit Committee
for its review and discussion.

Auditors & Auditors'' Report
Statutory Auditor

The Members at its 12^th AGM held on September 27, 2023,
approved the appointment of M/s. Deloitte Haskins & Sells
LLP (Firm Registration No.117366W/W-100018), Chartered
Accountants, as the Statutory Auditor for the term of five (5)
consecutive years, i.e. from the conclusion of the 12^th AGM till
the conclusion of 17^th AGM of the Company to be held in the
calendar year 2028.

M/s. Deloitte Haskins & Sells LLP have given unmodified
opinion and have not given any qualification, reservation,
adverse remark, or disclaimer in their audit report on the
audited financial statements (standalone and consolidated)
of the Company for the financial year ended on March 31, 2025.
The report of the Statutory Auditor forms part of the Annual
Report for FY25.

Secretarial Auditor

The Board appointed M/s. VAPN & Associates, Practicing
Company Secretaries (Registration No. P2015DE045500), as
the Secretarial Auditor to conduct Secretarial Audit of your
Company for FY25 as per the provisions of Section 204 of
the Act. The secretarial audit report issued by the Secretarial

Auditor does not contain any qualification, reservation,
adverse remark, or disclaimer and is annexed to this Report
as Annexure-3.

Pursuant to the amended provisions of Regulation 24A of
the SEBI Listing Regulations read with Section 204 of the
Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board at its meeting
held on May 16, 2025, based on the recommendation
of the Audit Committee and subject to approval of the
Members at the 14^th AGM, approved the appointment of
M/s. Chandrasekaran Associates, Practicing Company
Secretaries (Firm Registration Number P1988DE002500), as
the Secretarial Auditor of your Company for the term of five
(5) consecutive years from the conclusion of the ensuing 14^th
AGM till the conclusion of 19^th AGM of the Company to be held
in the calendar year 2030, for the audit period from financial
year 2025-26 and till financial year 2029-30. Accordingly,
the matter relating to appointment of M/s. Chandrasekaran
Associates as Secretarial Auditor, alongwith the brief profile
and other requisite information, forms part of the Notice of
the 14^th AGM.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and
the Companies (Accounts) Rules, 2014, Mr. Jitendra Khatri,
Chartered Accountant, who holds the designation of Senior
Vice President-Internal Audit in the Company was appointed
as Internal Auditor by the Board to conduct internal audit of
your Company for FY25. Mr. Jitendra Khatri reports to the
Chairperson of the Audit Committee. The findings of the
Internal Audit report are submitted to the Audit Committee
on a periodic basis and corrective actions are taken by the
respective functional teams as per the suggestions of the
Internal Auditor and Audit Committee.

Further, the Board has re-appointed Mr. Jitendra Khatri as the
Internal Auditor of your Company for financial year 2025-26.

Disclosure regarding Frauds

During the year, there were no frauds reported by the
Auditors to the Audit Committee, the Board or to the Central
Government under Section 143(12) of the Act.

Cost Records and Audit

Maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act, is not applicable
to your Company.

Annual Return

The Annual Return in Form MGT - 7 for the FY25 pursuant to
Section 92(3) read with Section 134(3)(a) of the Act and Rules
made thereunder, is available on the website of your Company
at https://www.delhivery.com/company/investor-relations.

Disclosure as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act")

Your Company has zero tolerance towards sexual harassment
at the workplace. It has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the POSH Act and the Rules made
thereunder. Your Company has complied with the provisions
relating to the constitution of the Internal Committee, as
prescribed under the POSH Act.

During the year, the Company received 50 (Fifty) complaints
alleging sexual harassment. Of these, 45 were investigated
and resolved, while 5 are under investigation and pending for
resolution as of the end of the year, in accordance with the
provisions of the POSH Act.

Downstream Investment

Your Company is in compliance with applicable laws
regarding downstream investment as per Foreign Exchange
Management (Non-debt Instruments) Rules, 2019, issued
by Reserve Bank of India ("RBI") and has obtained requisite
certificate from the statutory auditors in this regard.

Corporate Social Responsibility ("CSR") Policy

Your Company has adopted a CSR Policy and has undertaken
CSR activities on a voluntary basis towards a sustainable
community development and these activities are aligned to
the requirements of Section 135 of the Act. The CSR policy
is available on the website of your Company at https://www.
delhivery.com/company/investor-relations. The Annual
Report on CSR activities, in terms of Section 135 of the Act
and the Rules framed thereunder, is annexed to this Report as
Annexure-4. Further details are mentioned in the Corporate
Governance Report forming part of this Report.

Risk Management

Risk Management is an integral part of the strategy and
planning process of your Company. The Board has constituted
a Risk Management Committee to frame, implement and
monitor the Risk Management policy/framework of your
Company. The Committee is responsible for monitoring and
reviewing the risk management framework and ensuring its
effectiveness. Your Company has a risk management policy
and framework in place to identify, assess and mitigate risks
appropriately. The Policy is available on the website of your
Company at https://www.delhivery.com/company/investor-
relations. The approach to risk management is designed to
provide reasonable assurance that the assets are safeguarded,
the risks facing the business are being assessed and mitigated
and all information that may be required to be disclosed is
reported to Senior Management, the Audit Committee, the
Risk Management Committee and the Board.

The Audit Committee has additional oversight in the areas
of financial risks and controls and the major risks identified
by the business and functions are systematically addressed
on a continuous basis. The details of the Risk Management
Committee and its functions are furnished in the Corporate
Governance Report forming of this Report. There are no risks
which, in the opinion of the Board, threaten the existence of
your Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details
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 attached as
Annexure-5 forming part of this Report.

In terms 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, a statement showing
the names and other particulars of the employees drawing
remuneration in excess of limits set out in said rules
forms part of this Report. Considering the provisions of
Section 136 of the Act, the Annual Report, excluding the
aforesaid information, is being sent to the Members of the
Company and others entitled thereto. The said information is
available for inspection by Members at the registered office
of the Company or through electronic mode during business
hours on working days up to the date of the forthcoming AGM.
Any Member interested in obtaining a copy thereof may send
an email to [email protected].

Human Resources and Employee Relations /
Development

In FY25, your Company reaffirmed its dedication to creating
a people-first organisation, emphasizing inclusivity, respect,
and empathy. The Company''s culture promotes integrity,
teamwork, client-centricity, and prioritises employee wellbeing,
all while offering abundant opportunities for individuals to
grow and build fulfilling careers within the organisation.

For your Company, enhancing gender diversity is not just
a social responsibility but a strategic business advantage.
Recognising the importance of increasing women''s
participation in the workforce, the success of the first all-
women-operated hub in Moga (Punjab) in FY24 served as
inspiration to launch four additional similar hubs in FY25,
located in Sikar (Rajasthan), Satna (Madhya Pradesh),
Mayapuri (Delhi NCR), and Shahdara (Delhi NCR). We will
strategically continue to add more such facilities wherever
we see this being beneficial.

Internal talent development has been and continues to remain
a priority, with initiatives such as job rotations, internal job
postings, and cross-functional projects fostering growth
and skill enhancement. This focus has resulted in significant
internal mobility and career advancement opportunities. In

FY25, 1,356 employees transitioned into new roles, and 412
employees were promoted, empowering them to take on larger
responsibilities and grow within the organisation.

Under the Delhivery Academy, your Company continued to
invest in training programmes to equip employees with the
knowledge, skills, and capabilities necessary for success
in their roles. A total of 14,192 employees were trained
across 4,216 operational facilities in FY25. The Company
also launched and successfully completed training of
almost 350 senior managers across multiple batches of
the Management Development Programme, a week-long
residential programme developed in partnership with the
Goa Institute of Management. Additionally, the introduction
of the Master Automated Training System via deep integration
between HRMS and LMS significantly improved compliance
with mandatory operations and government-mandated policy
awareness training.

Your Company continued its commitment to training and
hiring job seekers (aged between 21-32) from Tier 2-4 cities
in essential logistics skills through hands-on learning via the
Delhivery Skills Development Programme. In FY25, more than
340 candidates were successfully hired after completing
a rigorous 3-week training programme and multiple
assessment rounds.

A key highlight of the year was the series of Operations
Roadshows - an initiative led by the leadership team to
personally meet and energise the frontline workforce
before the peak season. These roadshows connected with
approximately 33,000 employees across 37 events nationwide,
aligning teams with peak-season goals and reinforcing a
shared sense of purpose.

Employee wellbeing, both physical and mental, remained a
focal point. At a couple of key Gateway facilities, health camps
were organised for our frontline workforce, providing essential
medical screenings and assessments. Instructor-led physical
fitness classes also continued across corporate offices to
promote overall wellness.

Through the Employee Assistance Programme, your Company
provided professional counseling to support employees with
personal and work-related challenges. Additionally, a series
of webinars on mental health, nutrition, and diet were offered.
To raise awareness among field executives, the Company
launched campaigns on the internal rider application, focusing
on drug awareness, suicide prevention, and personal safety.

To sustain high levels of employee engagement, your Company
introduced several initiatives aimed at fostering a deeper
connection across the organisation. Townhall meetings were
held frequently to provide timely updates and strengthen
team engagement. The launch of the new intranet platform,
Vibe, further encouraged collaboration, while the recognition

programme was enhanced to celebrate contributions at all
levels and build a culture of appreciation.

Management Discussion and Analysis Report
("MD&A Report")

The MD&A Report for FY25, as stipulated under Regulation 34
of the SEBI Listing Regulations, is annexed separately forming
part of this Report.

Business Responsibility and Sustainability Report
("BRSR")

The BRSR for FY25, as stipulated under Regulation 34(2)(f) of
the SEBI Listing Regulations, is annexed separately forming
part of this Report.

Corporate Governance

Your Company has complied with the applicable corporate
governance requirements under the Act and SEBI Listing
Regulations. A separate section on corporate governance,
along with a certificate from the practicing company
secretary confirming compliance with Corporate Governance
requirements, is annexed and forms part of this Report.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for Prevention
of Insider Trading, in accordance with the requirements of
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time.
The said Code is available on the website of your Company
at https://www.delhivery.com/company/investor-relations.

Further, the violations against the Code are reported to the
Audit Committee from time to time and the details of the same
are placed before the Audit Committee on a periodic basis for
their perusal and necessary action.

Other Disclosures

In terms of the applicable provisions of the Act and SEBI Listing
Regulations, your Company provides following additional
disclosures as on March 31, 2025:

• No equity shares with differential rights as to dividend,
voting or otherwise have been issued.

• No sweat equity shares have been issued.

• No buyback of shares have been undertaken.

• None of your Directors have received any remuneration or
commission from any subsidiary of the Company.

• Requirement of one-time settlement with banks or financial
institutions was not applicable.

• No amount or shares were required to be transferred to the
Investor Education and Protection Fund.

• Your Company has complied with the provisions of the
applicable secretarial standards issued by the Institute of
Company Secretaries of India.

• 99.99% share capital of your Company has been
dematerialised.

• No application was required to be made by or against
your Company and no proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.

• No significant and material order was passed by the
regulators or courts or tribunals impacting the going
concern status and your Company''s future operations.

Cautionary Statement

Statements in this Report and the Management Discussion
& Analysis Report describing the Company''s objectives,
expectations or forecasts may be forward-looking within the
meaning of applicable laws and regulations. Actual results
may differ from those expressed in the statements.

Acknowledgement

The success of your Company is directly linked to hard work
and commitment of the employees who worked round the
clock to ensure the business continuity and exceptional
service quality offerings for the customers.

The Board wishes to place on record its sincere appreciation
to all employees for their hard work, dedication, commitment
and efforts put in by them for achieving encouraging results
under difficult conditions during this year. The Board also
wishes to express its sincere appreciation and gratitude to all
customers, suppliers, banks, financial institutions, solicitors,
advisors, Government of India, concerned State Governments
and other regulatory & statutory authorities for their consistent
support and cooperation extended to your Company during
the year.

The Board is deeply grateful to the Members of the Company
for continuing to entrust their confidence and faith in
the Company.

For and on behalf of the Board of Directors
For Delhivery Limited

Sahil Barua Deepak Kapoor

Managing Director & Chairperson & Non-Executive

Chief Executive Officer Independent Director

DIN: 05131571 DIN: 00162957

Place: Goa Place: New Delhi

Date: May 16, 2025

---

Mar 31, 2024

The Board of Directors ("the Board") present the 13^th Annual Report of your Company along with the Audited Financial Statements for the financial year ("FY") ended March 31, 2024 (hereinafter referred as "FY24" or "during the year").

Financial Performance

Key highlights of the financial performance of your Company for the FY24 are as under:

in Millinn''l

Particulars	Standalone -	FY ended	Consolidated -	FY ended
	March 31, 2024	March 31, 2023 |	March 31, 2024	March 31, 2023
Revenue from Operations	74,540.82	66,586.61	81,415.38	72,253.01
Other Income	4,753.49	3,311.74	4,526.96	3,049.48
Total Income	79,294.31	69,898.35	85,942.34	75,302.49
Less: Total expenses	80,235.00	77,908.26	88,249.67	85,968.83
Loss before exceptional items, share of profit of an associate and tax	(940.69)	(8,009.91)	(2,307.33)	(10,666.34)
Less: Exceptional Items	738.99	113.11	224.10	-
Loss before tax and share of profit of associate	(1,679.68)	(8,123.02)	(2,531.43)	(10,666.34)
Less: Tax Expense	-	-	47.38	(452.81)
Loss after tax before share of profit of associate	(1,679.68)	(8,123.02)	(2,578.81)	(10,213.53)
Add: Share of profit of associate (net)	-	-	86.95	135.74
Loss for the year	(1,679.68)	(8,123.02)	(2,491.86)	(10,077.79)
Other Comprehensive (loss)/Income	46.29	(8.87)	41.84	12.30
Total Comprehensive Loss for the year	(1,633.39)	(8,131.89)	(2,450.02)	(10,065.49)

The Standalone and Consolidated Financial Statements of your Company for FY24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations").

• The revenue from operations on standalone basis for FY24 stood at ? 74,540.82 million as against ?66,586.61 million for FY23, registering a growth of 11.95%. Whereas the loss for FY24 stood at ? 1,679.68 million as against ?8,123.02 million for FY23, a reduction of loss by 79.32%.

• The revenue from operations on consolidated basis for FY24 stood at ? 81,415.38 million as against ?72,253.01 million for FY23, registering a growth of 12.68%. Whereas the loss for FY24 stood at ? 2,491.86 million as against ?10,077.79 million for FY23, a reduction of loss by 75.27%.

• The increase in revenue from operations is on account of increase in revenue from our Express Parcel, Part Truck Load ("PTL") services, Truck Load ("TL") services and other services.

• The increase in expenses is on account of increase in freight, handling and servicing costs, employee benefit expenses and other expenses attributable to the increase in revenues.

State of affairs of the Company/Business operations

As of March 31, 2024, your Company provided logistics and supply chain solutions to a diverse base of over 33,000 active customers such as e-commerce marketplaces, direct-to-consumer e-tailers and enterprises and small and medium enterprises ("SMEs") across several verticals such as fast-moving consumer goods ("FMCG"), consumer durables, consumer electronics, lifestyle, retail, automotive and manufacturing.

This is achieved through high-quality logistics infrastructure and network engineering, a vast network of domestic and global partners and significant investments in automation, all of which are orchestrated by our self-developed logistics operating system that drives network synergies within and across our services and enhances our value proposition to customers.

The key differentiators of business of your Company are:

• Integrated solutions: Your Company provides a full range of logistics services, including express parcel delivery, heavy goods delivery, PTL freight, TL freight, warehousi ng, supply chain solutions, cross-border express and freight services and supply chain software, along with value added services such as e- commerce return services, payment collection and processing and fraud detection.

• Proprietary logistics operating system: In-house logistics technology stack is built by your Company to meet the dynamic needs of modern supply chains. Your Company has over 80 applications through which your Company provides various services, orchestrated by the platform to govern transaction flows from end to end. The platform of your Company is designed as a set of foundational layers, libraries and Application Programming Interfaces ("APIs") that form the building blocks for logistics applications and provides a configurable framework and tools to enable both internal and external developers to build custom applications.

• Data Intelligence: Your Company collects, structures, stores and processes vast amounts of transaction and environmental data to guide real-time operational decision making. We have used machine learning extensively to build various capabilities, including intelligent geo-location, network design, route optimisation, load aggregation, Expected Time of Arrival ("ETA") prediction, product identification and fraud detection, which enabled us to execute operations in an efficient and precise manner.

• Automation: Your Company operated 29 fully and semi automated sortation centres and 111 gateways across India as of March 31, 2024. We have a Rated Automated Sort Capacity of 7.1 million shipments per day as of March 31, 2024. We have automated material handling systems at gateways in Bhiwandi (Maharashtra), Tauru (Haryana) and Bengaluru (Karnataka). Your Company has expanded the gateway infrastructure in Bhiwandi to 750,000 sq ft and is expanding to 1,000,000 sq ft in Bengaluru, which will enable your Company to service the increasing demand for its services. This automation, combined with system directed floor operations, path expectation algorithms and machine-vision guided truck loading systems, together enable the facility staff to be more productive and reduce errors in their operations.

• Unified Infrastructure and Network: Your Company operates a pan-India network and provides services in 18,793 postal index number ("PIN") codes, as of March 31, 2024. Logistics platform, data intelligence and automation of your Company enable the network to be seamlessly interoperable and allow sharing of infrastructure and operational capacity across business lines and set new service standards, such as providing e-commerce-like turnaround times to traditional part-truckload shippers on several lanes.

• Asset-light operations: Your Company follows an asset light model. The approach is to invest in critical service elements and IP-sensitive areas of the network, while delivering services through a large number of network partners. Network partners with warehousing, freight (truckload or air) or first/last-mile capacity can sign up and find customers via the partner applications. The systems

of your Company function as managed marketplaces that match partner capacity with its internal and third-party client demand based on partners'' service quality ratings and pricing. This approach has enabled your Company to quickly expand to geographically dispersed locations, optimise loads, improve the cost structure and maintain flexibility in handling seasonal variations and changes in client requirements while incurring lower fixed costs and capital expenditures.

• Entrepreneurial team: The experienced team of your Company has driven service excellence and industry first innovations that have enabled your Company to gain market leadership in a short span of time. The team comes from diverse backgrounds in engineering, technology, operations, research and development ("R&D") and design from across industries such as technology, e-commerce, manufacturing, telecommunications, management consulting, financial services and the armed forces, among others.

Acquisitions and Investments

Pursuant to your Company''s strategy to scale, during the year under review, following investments were made by the Company:

Vinculum Solutions Private Limited ("Vinculum")

Your Company acquired 10.94% stake in the equity share capital of Vinculum in India for a consideration of ?250 million in July 2023. Vinculum is one of the early software companies from India, enabling brands to tap into the opportunity presented by eCommerce and Omni Channel. In response to the industry and consumer shifts post the pandemic, Vinculum has scaled up into a leading SaaS Omni Channel software company working with over 400 brands across Grocery & FMCG, Healthcare, Beauty, Cosmetics, Fashion, and Jewelry in India, South East Asia, and the Middle East markets.

Falcon Autotech Private Limited ("Falcon")

Your Company increased its stake in Falcon to 39.34% (on a fully diluted basis) by further investing ?500.40 million. Falcon is an associate company of Delhivery and is engaged in the business of designing, manufacturing, supplying, implementing, and maintaining logistics automation systems in India.

Scheme of Arrangement

During FY24, a Scheme of Amalgamation ("Scheme") for merger of Spoton Logistics Private Limited (Wholly Owned Subsidiary of the Company) and Spoton Supply Chain Solutions Private Limited (Wholly Owned Subsidiary of Spoton Logistics Private Limited), into and with Delhivery Limited, pursuant to Sections 230 to 232 of the Act, was approved by the Board. The application of merger was filed with National Company Law Tribunal ("NCLT") on March 30, 2024.

Details of utilisation of IPO proceeds is given below:

Change in the nature of Business

There has been no change in the nature of business of your Company during the year under review.

Material Changes and Commitment affecting financial position of the Company

There were no material changes between the end of the financial year and the date of this report, affecting the financial position of your Company other than issue of fresh equity shares pursuant to exercise of stock options by the employees as detailed in this report.

Share Capital

A. Authorised Share Capital

There has been no change in the authorised share capital of the Company during FY24. The authorised share capital as on March 31, 2024, was ?1,342,535,980 divided into:

• 873,502,280 Equity Shares of ?1 each;

• 300,000 Preference Shares of ?10 each; and

• 4,660,337 Preference Shares of ?100 each.

in million)

Sl. No.	Objects of fundraising	Original allocation	Modified allocation	Funds utilised as on March 31, 2024
1	Organic Growth Initiatives
	Building scale in existing business lines and developing new adjacent business lines	1,600.00	No change	1,600.00
	Expanding network infrastructure of your Company	13,600.00	No change	12,013.371
	Upgrading and improving proprietary logistics operating system of your Company	4,800.00	No change	4,800.00
2	Funding inorganic growth through acquisition and other strategic Initiatives	10,000.00	No change	911.16
3	General Corporate purposes	8,703.00	8,863.032	6,464.02
	Total	38,703.00		25,788.55

¹ Lease payment also includes payment towards security deposit of ?499.02 million from the date of IPO till the period ended March 31,2024.

² During the quarter ended September 30, 2023, un-utilised IPO expenses of ? 160.03 million had been transferred to net IPO proceeds, thereby increasing it from ? 8,703.00 million to ? 8,863.03 million and earmarked for general corporate purposes in accordance with the Objects of the Offer.

B. Changes in Issued, Subscribed and Paid-up Share Capital

During FY24, the changes in Issued, Subscribed and Paid-up Share Capital of your Company are as follows:

Particulars	No. of shares	Amount (in K)
Issued, Subscribed and Paid-up Equity Share Capital as on April 01, 2023	728,715,149	728,715,149
Equity shares allotted pursuant to exercise of stock options by the employees during FY24	8,070,106	8,070,106
Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2024	736,785,255	736,785,255

Details of equity shares issued/allotted during FY24 are as under:

SI. No.	Date of allotment	Mode of issue/allotment	No. of equity shares allotted	Face Value per equity share (in K)	Nature of consideration
1.	April 06, 2023	Employee Stock Options Exercised	158,855	1	Cash
2.	May 06, 2023	Employee Stock Options Exercised	385,739	1	Cash
3.	June 08, 2023	Employee Stock Options Exercised	1,941,454	1	Cash
4.	July 10, 2023	Employee Stock Options Exercised	1,728,427	1	Cash
5.	August 08, 2023	Employee Stock Options Exercised	197,846	1	Cash
6.	September 11, 2023	Employee Stock Options Exercised	709,556	1	Cash
7.	October 09, 2023	Employee Stock Options Exercised	599,172	1	Cash
8.	November 07, 2023	Employee Stock Options Exercised	113,136	1	Cash
9.	December 07, 2023	Employee Stock Options Exercised	493,231	1	Cash
10.	January 08, 2024	Employee Stock Options Exercised	1,344,686	1	Cash
11.	February 08, 2024	Employee Stock Options Exercised	184,502	1	Cash
12.	March 08, 2024	Employee Stock Options Exercised	213,502	1	Cash
Total			8,070,106

After the closure of the reporting period, your Company has allotted equity shares as per following details:

SI. No.	Date of allotment	Mode of issue/allotment	No. of equity shares allotted	Face Value per equity share (in K)	Nature of consideration
1.	April 10, 2024	Employee Stock Options Exercised	126,118	1	Cash
2.	May 09, 2024	Employee Stock Options Exercised	532,567	1	Cash
3.	June 10, 2024	Employee Stock Options Exercised	1,106,060	1	Cash

The Scheme is subject to necessary statutory and regulatory approvals including the approvals of the Delhi Bench of National Company Law Tribunal, the shareholders and creditors of each of the Companies, as directed by the NCLT.

Transfer to Reserves and Dividend

As your Company does not have profits in FY24, no amount is proposed to be transferred to reserves, except as required under the statute. Accordingly, the Board of Directors does not recommend any dividend for FY24.

In terms of Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy is available on the Company''s website at https://www.delhivery.com/wp-content/ uploads/2022/05/Dividend-Distribution-Policy Final.pdf

Utilisation of proceeds of Initial Public Offer ("IPO") of Equity Shares

Your Company floated an IPO of its equity shares during FY23. There has been no deviation in the use of proceeds of the IPO from the objects stated in the Offer document as per Regulation 32 of the SEBI Listing Regulations.

Axis Bank Limited was appointed as the Monitoring Agency in terms of Regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds and the Company has obtained a monitoring report for every quarter and submitted the same with the stock exchanges where the equity shares of the Company are listed, as required under the SEBI Listing Regulations.

The statement of deviation/variation in utilisation of funds and the Monitoring Agency Report is available at the Company''s website at https://www.delhivery.com/company/investor-relations.

As on the date of this report, your Company''s paid-up equity share capital amounts to ? 738,550,000/-.

Alteration of Memorandum of Association ("MOA") & Articles of Association ("AOA")

During the year under review, there was no alteration in MOA and AOA of your Company.

Employees'' Stock Option Plans ("ESOPs")

Your Company has four ESOPs, namely, Delhivery Employees Stock Option Plan, 2012 ("ESOP I - 2012"), Delhivery Employees Stock Option Plan - II, 2020 ("ESOP II - 2020"), Delhivery Employees Stock Option Plan - III, 2020 ("ESOP III - 2020") and Delhivery Employees Stock Option Plan - IV, 2021 ("ESOP IV - 2021", and collectively, the "ESOPs"). These ESOPs are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations").

The Secretarial Auditor of your Company has provided a certificate stating that the aforesaid ESOPs have been implemented in accordance with the SEBI SBEB & SE

Regulations. The said certificate will be placed before the members at the ensuing Annual General Meeting and will also be made available on the website of your Company.

The disclosures as required under Regulation 14 of the SEBI SBEB & SE Regulations are available on the website of the Company at https://www.delhivery.com/company/ investor-relations.

Credit Rating

Not applicable.

Board of Directors

Your Company has an appropriate mix of directors on its Board. As on March 31,2024, the Board consisted of three (3) Executive Directors and six (6) Non-Executive Independent Directors including one (1) Woman Independent Director in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. Your Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate Governance Report forming part of this report.

Directors, KMPs & SMPs as on March 31, 2024, are as under:

S. No.	Name of Director and KMPs	Designation
1.	Mr. Deepak Kapoor	Chairperson and Non-Executive Independent Director
2.	Mr. Romesh Sobti	Non-Executive Independent Director
3.	Mr. Saugata Gupta	Non-Executive Independent Director
4.	Mr. Srivatsan Rajan	Non-Executive Independent Director
5.	Ms. Aruna Sundararajan	Non-Executive Independent Director
6.	Mr. Anindya Ghose	Non-Executive Independent Director
7.	Mr. Sahil Barua	Managing Director and Chief Executive Officer
8.	Mr. Sandeep Kumar Barasia	Whole Time Director and Chief Business Officer
9.	Mr. Kapil Bharati	Whole Time Director and Chief Technology Officer
10.	Mr. Amit Agarwal	Chief Financial Officer
11.	Mr. Suraj Saharan	Chief People Officer
12.	Mr. Ajith Pai Mangalore	Chief Operating Officer
13.	Mr. Varun Bakshi	SVP-Business Development

During FY24, there were following changes in the Board composition:

Appointment and Re-appointment

The Board, at its meeting held on August 04, 2023 and August 24, 2023, based on the recommendation of Nomination and Remuneration Committee ("NRC"), approved the below matters, respectively, which were approved by Members at its Annual General Meeting ("AGM") held on September 27, 2023:

• Appointment of Mr. Anindya Ghose as a Non-Executive Independent Director (DIN: 10243913) for a term of five years with effect from August 04, 2023; and

• Re-appointment of Mr. Kapil Bharati (DIN: 02227607) as the Director of the Company, liable to retire by rotation.

Cessation(s)

• Mr. Suvir Suren Sujan, Non-Executive Director (DIN: 01173669), resigned from the Board with effect from August 24, 2023, on account of pre-occupation and other commitments.

• Mr. Donald Francis Colleran, Non-Executive Director (DIN: 09431299), was liable to retire by rotation at the 12^th AGM, and not proposed for re-election due to his unwillingness. Therefore, Mr. Donald Francis Colleran ceased to be a Director at the conclusion of the 12^th AGM i.e., September 27, 2023.

Post the completion of FY24, Mr. Sandeep Kumar Barasia (DIN: 01432123) resigned from the office of Executive Director & Chief Business Officer, with effect from July 01, 2024, due to personal reasons.

The Board places on record its appreciation for Mr. Sandeep Kumar Barasia, Mr. Suvir Suren Sujan and Mr. Donald Francis Colleran for their invaluable contribution and guidance during their tenure.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions during the year

with the Company, other than sitting fees, remuneration and reimbursement of expenses, if any, as detailed in the Corporate Governance Report forming part of this report.

Key Managerial Personnel and Senior Management Personnel

During FY24, there were following changes in Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") of your Company.

• Mr. Sunil Kumar Bansal, Company Secretary and Compliance Officer, ceased to be associated with the Company with effect from May 31, 2023, due to resignation.

• Mr. Uday Sharma, Head of Business Development of the Company, ceased to be associated with the Company with effect from January 09, 2024, due to resignation.

• Mr. Varun Bakshi, who was already associated with your Company as Head of Treasury and Investor Relations took over the new role of SVP - Business Development with effect from January 09, 2024.

• Ms. Pooja Gupta, Chief People Officer of the Company, ceased to be associated with the Company with effect from January 15, 2024, due to resignation.

• Mr. Suraj Saharan, who was already associated with the Company as Head of New Ventures took over the new role of the Chief People Officer of the Company with effect from January 15, 2024.

• Mr. Vivek Kumar, who was already associated with the Company as Deputy Company Secretary was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 01, 2023. Further, Mr. Vivek Kumar ceased to be associated with the Company with effect from March 27, 2024, due to resignation.

Post the completion of FY24, Ms. Madhulika Rawat was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 17, 2024.

Directors retiring by rotation

All the Directors (other than the Independent Directors), on the Board of your Company are liable to retire by rotation. In terms of the provisions of Section 152(6) of the Act and the Rules made thereunder, Mr. Sahil Barua (DIN: 05131571), Managing Director and Chief Executive Officer is liable to retire by rotation at the ensuing AGM. Mr. Sahil Barua, being eligible, has offered himself for re-appointment. Based on the recommendations of the NRC, the Board recommends re-appointment of Mr. Sahil Barua at the ensuing AGM.

The details of Mr. Sahil Barua, as required under the SEBI Listing Regulations are contained in the Notice convening the ensuing AGM of your Company.

Independent Directors'' declaration

Your Company has received necessary declarations from each Independent Director that they meet criteria of independence as laid down under the provisions of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Familiarisation Programme for Directors

Disclosure pertaining to familiarisation programmes for Directors is provided in the Corporate Governance Report forming part of this Report.

Board and Committee Meetings Board

During the year under review, the Board met five (5) times, to consider and approve various matters. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this report.

Board Committees

The Board has established Committees as a matter of good corporate governance practices and as per the requirements of the Act and the SEBI Listing Regulations.

The Company has the following six (6) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Corporate Social Responsibility & Sustainability Committee;

d) Stakeholders'' Relationship Committee;

e) Risk Management Committee;

f) Merger and Amalgamation ("M&A") Committee¹

The details with respect to the composition, terms of reference, number of meetings held, and business transacted by the aforesaid Committees, are given in the Corporate Governance Report forming part of this Report.

¹M&A Committee was formed to review and recommend merger, acquisition and corporate investment transactions. However, in the Board Meeting held on August 04, 2023, it was noted that such matters have to be placed before the Board for wider discussion and hence the Board dissolved the M&A Committee, with effect from August 04,2023.

Policy on Director''s appointment, remuneration and other matters

The Policy on appointment and remuneration including criteria for determining the qualification, positive attributes, independence and other matters of Directors, KMPs & SMPs as per applicable provisions under Section 178 of the Act read with the SEBI Listing Regulations has been formulated by the NRC and approved by the Board. The said Policy is uploaded on the website of your Company at https://www. delhivery.com/company/investor-relations and is followed for respective appointment(s). The salient features of the Policy on Nomination, Remuneration & Evaluation are as follows:

1. Objective: The policy should clearly state its objective, which is to ensure a transparent and fair process for the selection, appointment, and remuneration of directors, key managerial personnel, and senior executives.

2. Nomination Process: The policy outlines the process for identifying and selecting suitable candidates for various positions within the company, including directors and key managerial personnel. It may include factors such as qualifications, experience, independence, diversity, and skills required for the specific role.

3. Board Evaluation: The policy includes provisions for conducting regular evaluations of the performance of the board, individual directors, and board committees. The evaluation process helps in identifying areas for improvement and ensuring the effectiveness of the board.

4. Remuneration Framework: The policy defines the principles and guidelines for determining the remuneration of directors, key managerial personnel, and senior executives. It may consider factors such as industry benchmarks, company performance, individual performance and responsibilities.

Board Evaluation

The NRC has formulated a policy and criteria for evaluation of the Board and its Committees and the same has been adopted by the Board. During the FY24, the performance of the Board and its Committees were evaluated after seeking inputs from all the Directors on the basis of criteria such as the composition and meetings, role & responsibilities and overall effectiveness of the Board & Committees. Evaluation of the performance of all Individual Directors (including Independent Directors and Chairperson) was also carried out during the FY24. The details of the Board Evaluation process are mentioned in the Corporate Governance Report forming part of this Report.

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors met on March 28, 2024, without the presence of Non-Independent Directors and members of the management and have, inter-alia, assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Directors'' Responsibility Statement

In terms of the Section 134(5) of the Act, your Directors have relied on the Independent Auditors report, representation by the management team and to the best of their knowledge and belief, state that:

a) in the preparation of the Annual Financial Statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2024, and of the loss of the Company for the year under review;

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements for the financial year ended March 31, 2024, have been prepared on a ''going concern'' basis;

e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

Internal Controls and their Adequacy

Your Company has internal control systems in place commensurate with the size, scale and complexity of its operations. The internal controls have been designed further to the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and take care of, inter-alia, financial and operational risk with emphasis on integrity and ethics as part of work culture.

Your Company has laid down a set of standards, policies and processes to implement internal financial control across the organisation and same are adequate and operating effectively. Your Company has an adequate internal financial control system over financial reporting ensuring that all transactions are authorised, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards which are commensurate with the size and volume of business of your Company. Details of the internal financial controls of the Company are mentioned in the Management Discussion and Analysis Report ("MD&A Report") forming part of this report.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in your Company and its compliance with accounting procedures, financial reporting and policies. The reports of Internal Audit are reviewed and discussed by the Audit Committee in detail and the process owners take corrective actions in their respective areas and thereby strengthen the controls. A summary of the suggested corrective actions is placed before the Board by the management and the Chairperson of the Audit Committee briefs the Board on recommendations of the Audit Committee, for its discussion and suggestions thereon.

Subsidiaries, Associate Companies & Joint Ventures

Subsidiaries:

Your Company has the following subsidiaries as on March 31, 2024. The details are as follows:

1. Delhivery Freight Services Private Limited, India

2. Orion Supply Chain Private Limited, India

3. Delhivery Cross Border Services Private Limited, India

4. Spoton Logistics Private Limited, India ("Spoton Logistics")

5. Spoton Supply Chain Solutions Private Limited, India (Subsidiary of Spoton Logistics)

6. Algorhythm Tech Private Limited, India

7. Delhivery Corp Limited, United Kingdom

8. Delhivery HK Pte. Limited, Hong Kong

9. Delhivery USA, LLC

10. Delhivery Singapore Pte. Limited, Singapore ("Delhivery Singapore")

11. Delhivery Robotics LLC, USA (Subsidiary of Delhivery Singapore)

12. Delhivery Bangladesh Logistics Private Limited (Subsidiary of Delhivery Singapore)

13. Delhivery Logistics (Shenzhen) Company Limited (Subsidiary of Delhivery Singapore)*

* This company was statutorily incorporated during FY23; however, no capital/fund infusion has been done yet and the company is non-operative as on date.

There has been no material change in the nature of the business of such subsidiaries. Further, no company ceased to be a subsidiary of the Company during FY24.

Further, after closure of FY24, the Board approved to initiate liquidation of Delhivery Corp Limited, United Kingdom. The liquidation of Delhivery Corp Limited, United Kingdom is under progress. The Board also approved the incorporation of a Wholly Owned Subsidiary in India for manufacturing of drones and freight air transport services. The Wholly Owned Subsidiary i.e. Delhivery Robotics India Private Limited was incorporated on July 03, 2024.

Associate Companies:

Your Company has one associate company i.e., Falcon Autotech Private Limited ("Falcon") as on March 31, 2024. During the year under review, your Company has increased its overall holding to 39.34% (on a fully diluted basis) in Falcon.

Further, no company became or ceased to be the associate of the Company during FY24.

Joint Venture:

During the year under review, no company became or ceased to be a joint venture of the Company. Furthermore, your Company does not have any joint ventures as defined under the provisions of the Act during the year.

The consolidated financial statement is also being presented in addition to the standalone financial statements of the Company in this Annual Report. Further, the report on the performance and financial position of each subsidiary and associate, as applicable and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure-1. Further, contribution of subsidiaries and associates to the overall performance of your Company has been disclosed in note no. 42 of the Consolidated Financial Statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of your Company and financial statements of the subsidiary companies are available on the website of your Company at https://www.delhivery.com/company/investor-relations for inspection by the Members.

Pursuant to the provisions of Regulation 16(c) of the SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. The said policy is uploaded on the website of your Company at https://www. delhivery.com/company/investor-relations.

Deposits

During FY24, your Company has not accepted any deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

Particulars of Loans, Guarantees or Investments

Your Company has not given any guarantee and/or provided any security to any body corporate, whether directly or indirectly, within the meaning of Section 186 of the Act. The details of loans have been disclosed in note no. 8 and details of investments have been disclosed in note no. 5 to the standalone financial statements forming part of this Report.

Related Party Transactions

Your Company has formulated a Policy on Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, and the same is available on the website of your Company at https://www. delhivery.com/company/investor-relations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and its related parties.

All contracts or arrangements or transactions entered during the year with related parties were on arm''s-length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arm''s length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY24.

Details of related party transactions entered into by your Company, in terms of Ind AS-24 have been disclosed in the note no. 35 to the standalone and consolidated financial statements, forming part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Account) Rules, 2014 are annexed to this Report as Annexure-2.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has established a Vigil Mechanism/Whistle Blower Policy for Directors, employees, vendors, customers and other stakeholders of your Company and its subsidiaries to raise and report concerns regarding any unethical conduct, irregularity, misconduct, actual or suspected fraud or any other violation of the Policy within your Company. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available on the website of your Company at https://www.delhivery.com/company/ investor-relations.

Further, all the Whistle Blower Complaints along with their status update are periodically placed before the Audit Committee for their review and discussion.

Auditors & Auditors Report:

Statutory Auditors

The members at its 12^th AGM held on September 27, 2023, approved the appointment of M/s. Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018), Chartered Accountants, as the statutory auditors for the term of five (5) consecutive years, i.e. from the conclusion of the 12^th AGM till the conclusion of 17^th AGM of the Company to be held in the calendar year 2028 in place of M/s. S. R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), Chartered Accountants, whose tenure expired at the conclusion of 12^th AGM.

The report of the Statutory Auditors forms part of the Annual Report for FY24. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

The Board appointed M/s. VAPN & Associates, (Registration No. P2015DE045500) Practicing Company Secretaries, as

the Secretarial Auditors to conduct Secretarial Audit of your Company for FY24 as per the provisions of Section 204 of the Act. The Secretarial Audit Report for the FY24 is annexed to this Report as Annexure-3.

The Secretarial Auditors have given remarks in its report stating that the Company has allotted equity shares after expiry of 60 days from the date of receipt of the consideration/ remittance upon exercise of ESOPs and violated the provisions of Foreign Exchange Management Act, 1999 ("FEMA") read with Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, furthermore, the Company has filed compounding application for above said contravention with FED, CO Cell, Foreign Exchange Department Reserve Bank, New Delhi and same is pending before the compounding authority.

The Board at its meeting held on May 17, 2024, noted the said remarks and stated that the delay in the allotment of shares was on account of non-receipt of FIRC and KYC from AD Bank within the stipulated time frame, despite multiple follow-ups. The Company has filed a Compounding application with RBI in this regard in the month of February 2024 and is awaiting for RBI''s order on it.

Further, the Board has appointed M/s. VAPN & Associates as the Secretarial Auditors of the Company for FY25.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, Mr. Jitendra Khatri, Chartered Accountant, who holds the designation of Senior Vice President-Internal Audit in the Company was appointed as Internal Auditor by the Board to conduct internal audit of your Company for FY24. Mr. Jitendra Khatri reports to the Chairperson of the Audit Committee. The findings of the Internal Audit report are submitted to the Audit Committee on a periodic basis and corrective actions are taken by the respective functional teams as per suggestions of the Internal Auditor and Audit Committee.

Further, the Board has re-appointed Mr. Jitendra Khatri as the Internal Auditor of your Company for FY25.

Disclosure regarding frauds

During the year, there were no frauds reported by the Auditors to the Audit Committee, the Board or to the Central Government under Section 143(12) of the Act.

Cost Records and Audit

Maintenance of cost records as specified by Central Government under Section 148(1) of the Act is not applicable to your Company.

Annual Return

The Annual Return in Form MGT - 7 for the FY24 pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rules made thereunder, is available on the website of your Company at https://www.delhivery.com/company/investor-relations.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at the workplace. Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in the Business Responsibility and Sustainability Report of this Annual Report.

Downstream Investment

Your Company is in compliance with applicable laws regarding downstream investment as per Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by Reserve Bank of India ("RBI") and has obtained requisite certificate from the statutory auditors in this regard.

Corporate Social Responsibility ("CSR") Policy

Your Company has adopted a CSR Policy and has undertaken CSR activities on a voluntary basis towards a sustainable community development and CSR activities are aligned to the requirements of Section 135 of the Act. The CSR policy is available on the website of your Company at https://www. delhivery.com/company/investor-relations. The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure-4. More details are mentioned in the Corporate Governance Report forming part of this Report.

Risk Management

Risk Management is an integral part of the strategy and planning process of your Company. The Board has formed a Risk Management Committee to frame, implement and monitor the Risk Management policy/framework of your Company. The Committee is responsible for monitoring and reviewing the risk management framework and ensuring its effectiveness. Your Company has a risk management policy and framework in place to identify, assess and mitigate risks appropriately. The Policy is available on the website of your Company at https://www. delhivery.com/company/investor-relations. The approach to

risk management is designed to provide reasonable assurance that the assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Senior Management, the Audit Committee, the Risk Management Committee and the Board.

The Audit Committee has additional oversight in the areas of financial risks and controls and the major risks identified by the business and functions are systematically addressed on a continuous basis. The details of the Risk Management Committee and its functions are furnished in the Corporate Governance Report forming of this Report. More details on risk management are furnished in the MD&A report forming part of this Report. There are no risks which, in the opinion of the Board, threaten the existence of your Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details 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 attached as Annexure-5 forming part of this Report.

In terms 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this Report. Considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company or through electronic mode during business hours on working days up to the date of the forthcoming AGM. Any Member interested in obtaining a copy thereof may send an email to [email protected].

Human Resources and Employee Relations/ Development

Through the course of FY24, your Company undertook a host of people-related initiatives to ensure an environment that emphasises inclusivity, respect, empathy as well as employee wellbeing. Your Company strives to build a culture where employees are encouraged to deliver their best, showcase integrity, teamwork, client-centricity and grow along side the organisation.

Your Company ramped up the headcount of female employees by 59% in FY24, compared to an overall headcount increase of 11%. Company''s first all-women operated Hub was inaugurated in Moga (Punjab) in March 2024.

The development of internal talent was prioritised through training, job rotations, internal job postings and

Cautionary Statement

Statements in this Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

Acknowledgement

The success of your Company is directly linked to hard work and commitment of the employees who worked round the clock to ensure the business continuity and exceptional service quality offerings for the customers.

The Board wishes to place on record its sincere appreciation to all employees for their hard work, dedication, commitment and efforts put in by them for achieving encouraging results under difficult conditions during this year. The Board also wishes to express its sincere appreciation and gratitude to all customers,

cross-functional projects. 1,509 employees internally moved into new roles and 423 employees were promoted through the year. Internal leaders were appointed in multiple senior-level positions such as Chief People Officer and SVP-Business Development.

Depending on operational needs, individual requirements and business goals, Delhivery Academy conducted different types of sessions which included induction trainings, refresher trainings, upskilling trainings, metrics awareness trainings, facility performance Trainings and Compliance Trainings. In FY24, your company trained 12,104 employees in Operations, Customer Service & Business Development.

With a keen focus on the physical and mental wellbeing of employees, instructor-led physical wellness sessions were started at offices and large operational facilities. 1,880 employees at corporate offices and over 10,000 employees at operations facilities participated in these sessions. Additionally, sensitization sessions were conducted to help employees combat mental health issues. The Employee Assistance Programme continued to provide employees access to professional counsellors for personal and work related issues.

The reach and frequency of the Delhivery Skills Development Programme expanded in FY24, from a single-location quarterly cadence to a concurrent multi-city programme run every month. SDP batches were held across 8 cities in the country and 588 employees were eventually hired after completing a 3-week training curriculum and multiple rounds of assessments.

In Q3FY24, your Company organised a series of Pan-India Operations Roadshows, attended by over 29,000 employees spread across 19 cities, where they interacted with the leadership teams in-person and were encouraged to put in their best efforts to ensure a successful festive peak season.

Further details about these initiatives are present in the People Initiatives section of the Annual Report.

Management Discussion and Analysis Report ("MD&A Report")

The MD&A Report for FY24, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed separately forming part of this Report.

Business Responsibility and Sustainability Report ("BRSR")

The BRSR for FY24, as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, is annexed separately forming part of this Report.

Corporate Governance

Your Company has complied with the applicable corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliances is annexed forming part of this Report.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The said Code is available on the website of your Company at https://www.delhivery.com/company/investor-relations.

Further, the violations against the Code are reported to the Audit Committee from time to time and details of the same are placed before the Audit Committee on a periodic basis for their perusal and necessary action.

Other Disclosures

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, your Company provides following additional disclosures as on March 31, 2024:

• No equity shares with differential rights as to dividend, voting or otherwise have been issued.

• No sweat equity shares have been issued.

• No buyback of shares has been undertaken.

• None of your Directors have received any remuneration or commission from any subsidiary of the Company.

• Requirement of one time settlement with Banks or Financial Institutions was not applicable.

• No amount or Shares were required to be transferred to the Investor Education and Protection Fund.

• Your Company has complied with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India.

• 99.99% share capital of your Company has been dematerialised.

• No application was required to be made by or against your Company and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• No significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and your Company''s future operations.

suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other regulatory & statutory authorities for their consistent support and cooperation extended to your Company during the year.

The Board is deeply grateful to the Members of the Company for continuing to entrust their confidence and faith in the Company.

On behalf of the Board of Directors For Delhivery Limited

Sahil Barua Deepak Kapoor

Managing Director & Chairperson & Non-Executive

Chief Executive Officer Independent Director

DIN: 05131571 DIN: 00162957

Place: Goa Place: New Delhi

Date: July 05, 2024

---

Mar 31, 2023

The Board of Directors ("the Board") have pleasure in presenting the 12^th Annual Report of Delhivery Limited (formerly known as Delhivery Private Limited) (hereinafter referred as "CompanyV''Delhivery") along with the Audited Financial Statements for the financial year ("FY") ended March 31, 2023 (hereinafter referred as "FY23" or "during the year").

Financial Performance

Key highlights of the financial results of your Company for the FY23 are as under:

Amount (H in Million)
Part,culars	Standalone -	FY ended	Consolidated -	FY ended
	March 31, 2023	March 31, 2022 |	March 31, 2023	March 31, 2022
Revenue from Operations	66,586.61	59,109.96	72,253.01	68,822.86
Other Income	3,311 .74	1,698.59	3,049.48	1,561.41
Total Income	69,898.35	60,808.55	75,302.49	70,384.27
Less: Total expenses	77,908.26	69,421.85	85,968.83	80,645.30
Loss before exceptional items, share of net profit/(loss) of associate and tax	(8,009.91)	(8,613.30)	(10,666.34)	(10,261.03)
Less: Exceptional Items	113.11	21.87	-	-
Loss before tax and share of profit/(loss) of associate	(8,123.02)	(8,635.17)	(10,666.34)	(10,261.03)
Less: Tax Expense	-	-	(452.81)	(183.30)
Loss after tax before share of profit/(loss) of associate	(8,123.02)	(8,635.17)	(10,213.53)	(10,077.73)
Add: Share of profit/(loss) of associate (net)	-	-	135.74	(32.27)
Loss for the year	(8,123.02)	(8,635.17)	(10,077.79)	(10,110.00)
Other Comprehensive (loss)/Income	(8.87)	9.64	12.30	14.37
Total Comprehensive Loss for the year	(8,131.89)	(8,625.53)	(10,065.49)	(10,095.63)

The Standalone and Consolidated Financial Statements of your Company for FY23 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act''), Indian Accounting Standards (''Ind AS'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended [''SEBI Listing Regulations''].

• The revenue from operations on standalone basis for FY23 stood at ?66,586.61 million as against ?59,109.96 million for FY22, registering a growth of 12.65%. Whereas the loss for FY23 stood at ?8,123.02 million as against ?8,635.17 million for FY22, a reduction by 5.93%.

• The revenue from operations on consolidated basis for FY23 stood at ?72,253.01 million as against ?68,822.86 million for FY22, registering a growth of 4.98%. Whereas the loss for FY23 stood at ?10,077.79 million as against ?10,110.00 million for FY22, a reduction by 0.32%.

• The increase in revenue from operations is on account of:

- Increase in revenue from our Express Parcel, Supply Chain Services and Truckload services.

- Spoton Logistics Private Limited ("Spoton"), a wholly-owned subsidiary of Delhivery, contributed to the revenues for the full year in FY23 as compared to approximately 7 months in FY22.

• The increase in expenses is on account of:

- increase in freight, handling and servicing cost, employee benefit expenses and other expenses attributable to the increase in revenues.

- increase in depreciation and amortisation expenses majorly due to depreciation and amortisation of assets acquired during integration of Spoton with Delhivery.

State of Affairs of the Company/ Business Operations

Your Company''s mission is to enable customers to operate flexible, reliable and resilient supply chains at the lowest costs. As of March 31, 2023, we provided supply chain solutions to a diverse base of over 27,000 active customers such as e-commerce marketplaces, direct-to-consumer e-tailers and enterprises and SMEs across several verticals such as FMCG, consumer durables, consumer electronics, lifestyle, retail, automotive and manufacturing.

This is achieved through high-quality logistics infrastructure and network engineering, a vast network of domestic and global partners and significant investments in automation, all of which are orchestrated by our self-developed logistics operating system that drive network synergies within and across our services and enhance our value proposition to customers.

The key differentiators of business of your Company are:

• Integrated solutions: Your Company provides a full range of logistics services, including express parcel delivery, heavy goods delivery, Part Truck Load ("PTL") freight, Truck Load ("TL") freight, warehousing, supply chain solutions, cross-border express and freight services and supply chain software, along with value added services such as e- commerce return services, payment collection and processing, installation and assembly services and fraud detection.

• Proprietary logistics operating system: In-house logistics technology stack is built by your Company to meet the dynamic needs of modern supply chains. Your Company has over 80 applications through which your Company provides various services, orchestrated by the platform to govern transaction flows from end to end. The platform of your Company is designed as a set of foundational layers, libraries and APIs that form the building blocks for logistics applications and provides a configurable framework and tools to enable both internal and external developers to build custom applications.

• Data Intelligence: Your Company collects, structures, stores and processes vast amounts of transaction and environmental data to guide real-time operational decision making. We used machine learning extensively to build various capabilities, including intelligent geo-location, network design, route optimisation, load aggregation, ETA prediction, product identification and fraud detection, which enabled us to execute operations in an efficient and precise manner.

• Automation: Your Company operated 24 fully and semiautomated sortation centres and 94 gateways across India (including those operated by Spoton) as of March 31, 2023. We have a Rated Automated Sort Capacity of 5.4 million shipments per day as of March 31, 2023. We have automated material handling systems at gateways in Tauru (Haryana), Bhiwandi (Maharashtra) and Bengaluru (Karnataka). Your Company is expanding the gateway infrastructure in Bhiwandi and Bengaluru to 700,000 sq.ft. and 1,000,000 sq.ft. respectively, which will enable your Company to service the increasing demand for its services. This automation, combined with system directed floor operations, path expectation algorithms and machine-vision guided truck loading systems, together enable the facility staff to be more productive and reduce errors in their operations.

• Unified Infrastructure and Network: Your Company operates a pan-India network and provides services in 18,540 postal index number ("PIN") codes, as of March 31, 2023. Logistics platform, data intelligence and automation of your Company enable the network to be seamlessly interoperable and allows to share infrastructure and operational capacity across business lines and set new service standards, such as providing e-commerce-like turnaround times to traditional part-truckload shippers on several lanes.

• Asset-light operations: Your Company follows an asset light model. The approach is to invest in critical service

elements and IP-sensitive areas of the network, while delivering services through a large number of network partners. Network partners with warehousing, freight (truckload or air) or first/last-mile capacity can sign up and find customers via the partner applications. The systems of your Company function as managed marketplaces that match partner capacity with its internal and third-party client demand based on partners'' service quality ratings and pricing. This approach has enabled your Company to quickly expand to geographically dispersed locations, optimise loads, improve the cost structure and maintain flexibility in handling seasonal variations and changes in client requirements while incurring minimal fixed costs and capital expenditures.

• Entrepreneurial team: The experienced team of your Company has driven service excellence and industry first innovations that have enabled your Company to gain market leadership in a short span of time. The team comes from diverse backgrounds in engineering, technology, operations, R&D and design from across industries such as technology, e-commerce, manufacturing, telecommunications, management consulting, financial services and the armed forces, among others.

Acquisitions and Investments

In line with the strategy to build scale and new capabilities both organically and inorganically, your Company completed important acquisitions in FY23 as detailed below:

Algorhythm Tech Private Limited ("Algorhythm Tech")

Your Company acquired Algorhythm Tech in India by acquiring 100% of its share capital for H149.06 million during January, 2023. Algorhythm Tech is a supply chain software company that offers comprehensive, end-to-end supply chain planning & execution solutions for industry sectors like FMCG, pharma, steel, auto, telecom etc. through their proprietary, Al-enabled and cloud-ready rhythm 3.0 platform. The platform consists of a dozen products designed to deal with various problems in manufacturing, supply chain, and sales & distribution processes.

Further, your Company has made following strategic investments during FY23.

Boxseat Ventures Private Limited ("Boxseat Ventures")

Investment of 4.97% in the equity share capital of Boxseat Ventures in India for a consideration of H197.90 million during October, 2022. Boxseat Ventures is engaged in the business of acquiring cash flow positive eCommerce merchants selling on marketplaces like Amazon and Flipkart.

Further, post the closing of FY23 and till the date of this report, your Company also strategically invested in:

Vinculum Solutions Private Limited ("Vinculum")

Investment of 10.94% in the equity share capital of Vinculum in India for a consideration of H250 million during FY24. Vinculum is one of the early software companies from India, enabling brands to tap into the opportunity presented by eCommerce and Omni Channel. In response to the

volatile market conditions, your Company completed its IPO successfully with participation of several leading domestic and global investors. The Board is gratified and humbled by the faith shown in the Company by its Members. The total size of the IPO was ''52,350.00 million comprising of 107,497,225 equity shares including fresh issue of 82,137,328 equity shares aggregating to ''40,000.00 million and offer for sale of 25,359,897 equity shares aggregating to ''12,350.00 million by selling shareholders. The IPO opened on May 11, 2022 and closed on May 13, 2022 and the Equity shares were allotted / allocated at a price of ''487/- per Equity Share (including a share premium of ''486/- per Equity Share) on May 20, 2022. A discount of ''25/- was offered to eligible employees.

Your Company has appointed Axis Bank Ltd. as the Monitoring Agency in terms of Regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds and has obtained a monitoring report, for every quarter and submitted the same with Stock Exchanges as required under SEBI Listing Regulations. The proceeds realised by the Company from the IPO are being utilised as per objects of the offer disclosed in the Prospectus of the Company.

industry and consumer shifts post the pandemic Vinculum has scaled up into a leading SaaS Omni Channel software company working with over 400 brands across Grocery & FMCG, Healthcare, Beauty, Cosmetics, Fashion, and Jewelry in India, South East Asia, and the Middle East markets.

Transfer to Reserves and Dividend

As your Company does not have Profits for the FY23 hence no amount is available for transfer to reserves. Accordingly, the Board does not recommend any dividend for the FY23.

In terms of Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy is available on the company''s website at https://www.delhivery.com/company/investor-relations.

Initial Public Offer ("IPO”) of Equity Shares

Your Company floated Initial Public Offer ("IPO") of its Equity Shares during FY23. The IPO was completed, and your Company got listed at the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on May 24, 2022. Despite extremely challenging times stemming from geo-political tensions, supply chain constraints, rising interest rates and

Out of the Net proceeds of fresh issue of ?38,703.00 million (net of provisional IPO expense in relation to fresh issue amounting to ?1,297.00 million) your Company has utilised the funds as detailed herein below:
				Amount (H in Million)
o	Objects of fund raising	Amount of funds Allocated	Funds utilised as on March 31, 2023	Funds utilised as on June 30, 2023
1.	Organic Growth Initiatives
	Building scale in existing business lines and developing new adjacent business lines	1,600.00	1,247.82	1547.77
	Expanding network infrastructure of your Company	13,600.00	4,205.691	5,949.962
	Upgrading and improving proprietary logistics operating system of your Company	4,800.00	2,454.86	3,092.93
2.	Funding inorganic growth through acquisition and other strategic Initiatives	10,000.00	161.25	411.25
3.	General Corporate purposes	8,703.00	5,125.24	5,125.24
	Total	38,703.00	13,194.86	16,127.15

¹ Lease payment also includes payment towards security deposit of H274.45 million from the date of IPO till the quarter ended March 31, 2023.

² Lease payment also includes payment towards security deposit of H329.54 million from the date of IPO till the quarter ended June 30, 2023.

Funds unutilised as on March 31, 2023 is ?25,508.14/- and as on June 30, 2023 is ?22,575.85 million. There has been no deviation in the utilisation of the IPO proceeds of the Company. The Monitoring Agency Report is available at the Company''s website at https://www.delhivery.com/company/investor-relations.

Change in the nature of Business

There has been no change in the nature of business of your Company during the year.

Material Changes and Commitment affecting Financial Position of the Company

There were no material changes between the end of the financial year of your company and the date of this report, affecting the Financial Position of your Company other than issuance of fresh shares as detailed in this report.

Share Capital

A. Authorised Share Capital

There has been no change in the Authorised/Nominal Share Capital of the Company during FY23. The said Share Capital as on March 31, 2023 was ?1,342,535,980 divided into:

• 873,502,280 Equity Shares of H1 each,

• 300,000 Preference Shares of H10 each and

• 4,660,337 Preference Shares of H100 each

B. Changes in Issued, Subscribed and Paid-up Share Capital

During the FY23, the changes in Issued, Subscribed and Paid-up Share Capital of your Company was as follows:

Particulars		¦	No. of shares	Amount (in H)
Issued, Subscribed and Paid up Share Capital at the beginning of the financial year 2022-23			642,106,100	642,106,100
Shares issued/allotted during the financial year 2022-23			86,609,049	86,609,049
Issued, Subscribed and Paid-up Share Capital at the end of the financial year 2022-23			728,715,149	728,715,149
Details of shares issued/allotted during the financial year 2022-23 are as follows:
SI Date of allotment No.	Mode of issue/allotment	No. of shares allotted	Face Value per equity share (in J)	Nature of consideration
1. April 19, 2022	Employee Stock Options Exercised	259,727	1	Cash
2. May 20, 2022	Fresh issue of shares pursuant to Initial Public Offer	82,137,328	1	Cash
3. August 08, 2022	Employee Stock Options Exercised	210,250	1	Cash
4. September 02, 2022	Employee Stock Options Exercised	1,032,950	1	Cash
5. October 10, 2022	Employee Stock Options Exercised	604,362	1	Cash
6. November 05, 2022	Employee Stock Options Exercised	533,922	1	Cash
7. December 06, 2022	Employee Stock Options Exercised	1,255,568	1	Cash
8. January 06, 2023	Employee Stock Options Exercised	170,676	1	Cash
9. February 06, 2023	Employee Stock Options Exercised	134,563	1	Cash
10. March 05, 2023	Employee Stock Options Exercised	269,703	1	Cash
After the closure of the reporting period, your Company has allotted Equity Shares as per following details:
SI Date of allotment No.	Mode of issue/allotment	No. shares allotted	Face Value per equity share (in J)	Nature of consideration
1. April 06, 2023	Employee Stock Options Exercised	158,855	1	Cash
2. May 06, 2023	Employee Stock Options Exercised	385,739	1	Cash
3. June 08, 2023	Employee Stock Options Exercised	1,941,454	1	Cash
4. July 10, 2023	Employee Stock Options Exercised	1,728,427	1	Cash
5. August 08, 2023	Employee Stock Options Exercised	197,846	1	Cash
As on the date of this report, your Company''s paid-up share capital amounts to ?733,127,470/-

Alteration of Memorandum of Association (MOA) & Articles of Association (AOA)

MOA

During the year, there was no alteration in your Memorandum of Association (MOA) of the Company.

AOA

With effect from the date of listing of Equity Shares of your Company at Stock Exchanges i.e. May 24, 2022, Part A of the AOA continues to be effective and Part B has become ineffective. The Articles of Association (AOA) of your Company were further amended by special resolution passed on July 10, 2022 through the Postal Ballot.

Employees'' Stock Option Plans ("ESOPs”)

Your Company has four ESOPs, namely, Delhivery Employees Stock Option Plan, 2012 ("ESOP I - 2012"), Delhivery Employees Stock Option Plan - II, 2020 ("ESOP II - 2020"), Delhivery Employees Stock Option Plan - Ill, 2020 ("ESOP Ill - 2020") and Delhivery Employees Stock Option Plan -IV, 2021 ("ESOP IV - 2021", and collectively, the "ESOPs"). These Plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations") and have also been ratified by the Members of the Company on July 10, 2022 through postal ballot.

The Secretarial Auditors of your Company have provided a certificate stating that the aforesaid ESOP Plans have been implemented in accordance with SEBI SBEB & SE Regulations and are in accordance with the approval of shareholders of the Company, from time to time. The said certificate will be placed before the members at the AGM.

The disclosures as required under Regulation 14 of SEBI SBEB & SE Regulations, are available on the website of the Company at https://www.delhivery.com/company/investor-relations.

Credit Rating

Not applicable

Investor Grievances

Your Company has a Stakeholders'' Relationship Committee of the Board to examine and redress investors'' complaints. The status of complaints is presented before the Committee on a periodic basis.

During the year under review, the status of Investor Grievances is as under:

Pending at the beginning of the financial year	Nil
Received during the financial year	5
Disposed off during the financial year	5
Pending at the end of the financial year	Nil
Complaints not resolved to the satisfaction of investor	Nil

under the category of Independent Director of the Company for a term of five years with effect from August 04, 2023, subject to the approval of members in the ensuing 12^th AGM. The Board recommends his appointment as Non-Executive Independent Director at the ensuing AGM. The details as required under the SEBI Listing Regulations are contained in the Notice convening the ensuing AGM of your Company.

In addition to the aforesaid Directors and KMP, your Company, as on March 31, 2023, had following Senior Management Personnel (''SMP'') who were also designated as KMP, along with other SMP:
S. Name No.	KMP and/or SMP	Designation
1. Mr. Suraj Saharan	KMP and SMP	Head of New Ventures
2. Mr. Ajith Pai Mangalore	KMP and SMP	Chief Operating Officer
3. Ms. Pooja Gupta	KMP and SMP	Chief People Officer
4. Mr. Abhik Mitra*	KMP and SMP	Managing Director and CEO of Spoton. Also designated as Chief Customer Experience Officer of Delhivery w.e.f. May 14, 2022
5. Mr. Uday Sharma	SMP	Head of Business Development
*Mr. Abhik Mitra ceased to be associated with Delhivery and Spoton w.e.f. April 24, 2023, pursuant to his resignation.

Key Managerial Personnel During FY23, there was no change in Key Managerial Personnel (''KMP'') of your Company. Directors and the KMP as on March 31, 2023 are as under:
S. No.	Name of Director and KMP	Designation
1	Mr. Deepak Kapoor	Chairperson and Non-Executive Independent Director
2	Mr. Srivatsan Rajan	Non-Executive Independent Director
3	Mr. Romesh Sobti	Non-Executive Independent Director
4	Mr. Saugata Gupta	Non-Executive Independent Director
5	Ms. Aruna Sundararajan	Non-Executive Independent Director
6	Mr. Sahil Barua	Managing Director and Chief Executive Officer
7	Mr. Sandeep Kumar Barasia	Executive Director and Chief Business Officer
8	Mr. Kapil Bharati	Executive Director and Chief Technology Officer
9	Mr. Suvir Suren Sujan1	Non-Executive Director
10	Mr. Donald Francis Colleran	Non-Executive Director
11	Mr. Amit Agarwal	Chief Financial Officer
12	Mr. Sunil Kumar Bansal2	Company Secretary and Compliance Officer

¹ Mr. Suvir Suren Sujan, Non-Executive Director, ceased to be associated with your Company w.e.f. August 24, 2023, pursuant to his resignation on account of pre-occupation and other commitments.

² Mr. Sunil Kumar Bansal, Company Secretary and Compliance Officer, ceased to be associated with your Company w.e.f. May 31, 2023, pursuant to his resignation.

It may be noted that Mr. Vivek Kumar who was already associated with the Company as Director- Corporate Affairs and Deputy Company Secretary, was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2023.

Directors and Key Managerial Personnel

Your Company has an appropriate mix of directors on its Board of Directors (''Board''). As on March 31, 2023, the Board consisted of three (3) Executive Directors, five (5) NonExecutive Independent Directors including one (1) Woman Independent Director and two (2) Non-Executive Directors in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. Your Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate Governance Report forming part of this report.

The year under review saw the following changes to the Board composition / Change in terms of Appointment of the Board members:

Appointment

• The Members at its AGM held on September 29, 2022 have approved the appointment of Ms. Aruna Sundararajan (DIN: 03523267) as a Non-Executive - Independent Director for a period of 5 years, w.e.f. July 08, 2022, not liable to retire by rotation.

Change(s) in terms of Appointment

• The Members at its AGM held on September 29, 2022 have approved the changed terms of appointment of Mr. Sahil Barua, Managing Director and Chief Executive Officer of the Company, from being "not liable to retire by rotation" to "liable to retire by rotation" w.e.f. July 09, 2022.

• The Members at its AGM held on September 29, 2022 have approved the changed terms of appointment of Mr. Sandeep Kumar Barasia, Executive Director and Chief Business Officer of the Company, from being "not liable to retire by rotation" to "liable to retire by rotation" w.e.f. July 08,2022.

• Consequent upon listing of shares of the Company, Mr. Suvir Suren Sujan (DIN: 01173669), Non-Executive -Nominee director representing M/s Nexus Ventures Ill Ltd. and Nexus Opportunity Fund Ltd., Equity Investors of the Company has ceased to be a nominee of M/s Nexus Ventures Ill Ltd. and Nexus Opportunity Fund Ltd., and continues as a Non-Executive Director w.e.f. May 24, 2022.

• Consequent upon listing of shares of the Company, Mr. Donald Francis Colleran (DIN: 09431299) was appointed as Non-Executive - Nominee Director to represent M/s FedEx Express Transportation and Supply Chain Services (India) Private Limited ("FedEx"), Equity Investor of the Company, has ceased to be a nominee of FedEx and continues as a Non-Executive Director w.e.f. May 24, 2022.

Cessation(s) / Resignation(s)

• Ms. Kalpana Jaisingh Morparia (DIN: 00046081) resigned from the Board w.e.f. February 11, 2023, due to preoccupation.

• Mr. Munish Ravinder Varma (DIN: 02442753), Non-Executive - Nominee Director representing M/s SVF Doorbell (Cayman) Ltd, an Equity Investor of the Company, resigned from the Board w.e.f. June 29, 2022 due to personal reasons.

• Mr. Agus Tandiono (DIN: 08577542), Non-Executive -Nominee Director representing M/s Canada Pension Plan Investment Board, an Equity Investor of the Company, resigned from the Board w.e.f. April 08, 2022 due to personal reasons and preoccupation.

The Board places on record its appreciation for Ms. Kalpana Jaisingh Morparia, Mr. Munish Ravinder Varma and Mr. Agus Tandiono, Directors who have ceased as Directors, for their invaluable contribution and guidance during their tenure.

Post the completion of FY23, based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors in its meeting held on August 04, 2023 have approved the appointment of Mr. Anindya Ghose (DIN: 10243913) as an Additional Director

Further, Mr. Suvir Suren Sujan, Non-Executive Director, ceased to be associated with your Company w.e.f. August 24, 2023, pursuant to his resignation on account of preoccupation and other commitments.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions during the year with your Company, other than sitting fees, remuneration and reimbursement of expenses, if any, as detailed in Corporate Governance Report forming part of this report.

Directors retiring by Rotation:

All the Directors (other than the Independent Directors), on the Board of your Company are liable to retire by rotation. In terms of the provisions of Section 152(6) of the Act and the Rules made thereunder, Mr. Kapil Bharati, Executive Director & Chief Technology Officer, and Mr. Donald Francis Colleran, Non-Executive Director, are scheduled for retirement by rotation at the ensuing AGM. Mr. Kapil Bharati, being eligible, has offered himself for re-appointment. Based on the recommendations of the NRC, the Board recommends re-appointment of Mr. Kapil Bharati at the ensuing AGM. However, Mr. Donald Francis Colleran has expressed his unwillingness to be re-appointed due to his present & upcoming commitments elsewhere. Accordingly, the Board does not recommend the re-appointment of Mr. Colleran, and has recommended not to fill-up the vacancy resulting from his cessation as a Director at the upcoming AGM.

The details of above Directors, as required under the SEBI Listing Regulations are contained in the Notice convening the ensuing AGM of your Company.

Independent Directors'' Declaration

Your Company has received necessary declarations from each Independent Director under the provisions of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations that they meet the criteria of independence laid down under the said Section and Regulation.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of your Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of your Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Familiarisation Programme for Directors

Disclosure pertaining to familiarisation programmes for Directors is provided in the Corporate Governance Report forming part of this Report.

Board and Committee Meetings

During the year under review, Nine (9) Board Meetings were held to consider and approve various matters. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this report.

The Board constituted Committees as on March 31, 2023 are: a) Audit Committee; b) Nomination and Remuneration Committee; c) CSR & Sustainability Committee¹; d) Stakeholders Relationship Committee; e) Risk Management Committee; f) IPO Committee²; g) Merger and Amalgamation ("M&A") Committee³.

The details with respect to the composition, terms of reference, number of meetings held, and business transacted by the aforesaid Committees, are given in the Corporate Governance Report forming part of this Report.

Policy on Director''s Appointment, Remuneration and other matters

The Policy of your Company on appointment and remuneration including criteria for determining the qualification, positive attributes, independence and other matters of Directors, KMP and SMP as per applicable provisions under Sec 178 of the Act read with SEBI Listing

Regulations has been formulated by the NRC and approved by the Board. The said Policy is uploaded on the website of your Company at https://www.delhivery.com/company/investor-relations and is followed for respective appointment(s). The Salient Features of the Policy on Nomination, Remuneration & Evaluation are as follows:

1. Objective: The policy should clearly state its objective, which is to ensure a transparent and fair process for the selection, appointment, and remuneration of directors, KMP and SMP.

2. Nomination Process: The policy outlines the process for identifying and selecting suitable candidates for various positions within your company, including directors, KMP and SMP. It may include factors such as qualifications, experience, independence, diversity, and skills required for the specific role.

3. Board Evaluation: The policy includes provisions for conducting regular evaluations of the performance of the board, individual directors, and board committees. The evaluation process helps in identifying areas for improvement and ensuring the effectiveness of the board.

4. Remuneration Framework: The policy defines the principles and guidelines for determining the remuneration of directors, KMP and SMP. It may consider factors such as industry benchmarks, company performance, individual performance, and responsibilities.

Board Evaluation

The NRC has formulated a Policy and criteria for evaluation of the Board, its Committees and Individual Directors, which has been adopted by the Board. Their performance of the Board and its Committees were evaluated after seeking inputs from all the Directors on the basis of criteria such as the composition and meetings, role & responsibilities and overall effectiveness of the Board & Committees. Evaluation of the performance of all Individual Directors (including Independent Directors and Chairperson) was also done this year. The details of the Board Evaluation process are mentioned in the Corporate Governance Report forming part of this Report.

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors met on May 04, 2022 and March 29, 2023 without the presence of Non-Independent Directors. Further, details regarding this are mentioned in the Corporate Governance Report forming part of this Report.

Directors'' Responsibility Statement

In terms of the Section 134(5) of the Act, the Directors have relied on the Independent Auditors report, representation by the management team and to the best of their knowledge and belief, state that:

(a) in preparation of the annual accounts for the FY23, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2023 and loss of your Company for the period ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Controls and their Adequacy

Your Company has internal control systems in place commensurate with the size scale and complexity of its operations. The internal controls have been designed further to the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and take care of, inter alia, financial and operational risk with emphasis on integrity and ethics as part of work culture.

Your Company has laid down a set of standards, policies and processes to implement internal financial control across the organisation and same are adequate and operating effectively. Your Company has an adequate Internal Financial Control System over financial reporting ensuring that all transactions are authorised, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards which commensurate with the size and volume of business of your Company. Details of the internal financial controls of the Company are mentioned in the Management Discussion and Analysis Report ("MD&A Report") forming part of this report.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in your Company and its compliance with accounting procedures, financial reporting and policies. The reports of Internal Audit are reviewed and discussed by the Audit Committee in detail and the process owners take corrective actions in their respective areas and thereby strengthen the controls. A summary of the suggested corrective actions is placed before the Board by the Management and the Chairperson of the Audit Committee briefs the Board on recommendations of the Audit Committee for its discussion and suggestions thereon.

Subsidiary, Associate & Joint Venture Companies Subsidiary Companies:

Your Company has the following wholly-owned subsidiaries (including four (4) wholly-owned step-down subsidiaries) as on March 31, 2023. The details are as follows:

1. Delhivery Freight Services Private Limited, India ("DFSPL")

2. Orion Supply Chain Private Limited, India ("OSCPL")

3. Delhivery Cross Border Services Private Limited, India (formerly known as Skynet Logistics Private Limited)

4. Delhivery Corp Limited, United Kingdom

5. Delhivery HK Pte. Limited, Hong Kong

6. Delhivery USA, LLC, USA ("Delhivery USA")

7. Delhivery Singapore Pte. Ltd., Singapore ("Delhivery Singapore")

8. Delhivery Robotics LLC, USA, ("Delhivery Robotics") (Subsidiary of Delhivery Singapore)

9. Spoton Logistics Private Limited, India ("Spoton")

10. Spoton Supply Chain Solutions Private Limited, India (Subsidiary of Spoton)

The following companies have become wholly-owned Subsidiaries/ step down subsidiaries of your Company during the FY23.

11. Algorhythm Tech Private Limited ("Algo")

12. Delhivery Bangladesh Logistics Pvt. Ltd. ("DBLPL") (Subsidiary of Delhivery Singapore)

13. Delhivery Logistics (Shenzhen) Company Limited ("DLSCL") (Subsidiary of Delhivery Singapore)¹

Your Board reviewed the affairs of subsidiaries and there has been no material change in the nature of the business of such subsidiaries. Further, no Company ceased to be a subsidiary of the Company during FY23.

Vigil Mechanism / Whistle-Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, your Company has established a Vigil Mechanism / Whistle-Blower Policy for Directors, employees, vendors, customers and other stakeholders of your Company and its subsidiaries to raise and report concerns regarding any unethical conduct, irregularity, misconduct, actual or suspected fraud or any other violation of the Policy within your Company. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available on the website of your Company at https://www.delhivery.com/company/investor-relations.

Further, all the Whistle-Blower Complaints alongwith their status update are periodically placed before the Audit Committee for their review and discussion. The same are also placed before the Board for their perusal and necessary action.

Auditors & Auditors Report:

Statutory Auditors

The Members at the AGM held on September 30, 2019, approved the appointment of M/s. S. R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), Chartered Accountants, as the statutory auditors of your Company for a period of four years commencing from the conclusion of the 08^th AGM held on September 30, 2019, until the conclusion of 12^th AGM of your Company to be held in the year 2023.

The report of the Statutory Auditors forms part of the Annual Report for FY23. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Your Company, based on the recommendation of the Audit Committee and the Board of Directors vide their resolutions dated August 03, 2023 and August 04, 2023, respectively, proposes and recommends to the members of the Company for appointment of M/s. Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018), Chartered Accountants, as the new statutory auditors of your Company for the term of five (5) consecutive years from the conclusion of the ensuing 12^th AGM till the conclusion of 17^th AGM of the Company to be held in the calendar year 2028.

Associate Companies:

During the year under review, no company became or ceased to be the associate of the Company. As on March 31, 2023, your Company has one associate company i.e. Falcon Autotech Private Limited ("Falcon") wherein the Company holds 34.55% of equity shares.

Joint Venture Companies:

During the year under review, no company became or ceased to be a joint venture of the Company. Furthermore, your Company did not have any joint ventures as defined under the provisions of the Act during the year.

In accordance with the provisions of Section 129 of the Act, your Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries and associates which form part of this Report. Further, the report on the performance and financial position of each subsidiary and associate, as applicable, and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure 1. Further, contribution of subsidiaries and associates to the overall performance of your Company have been disclosed in Note 41 of the Consolidated Financial Statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of your Company and financial statements of the subsidiary companies are available on the website of your Company at https://www.delhivery.com/company/investor-relations for inspection by the Members.

Pursuant to the provisions of Regulation 16(c) of SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. During the period under review, Spoton was a material subsidiary of your Company. Policy on Material Subsidiary is uploaded on the website of your Company at https://www.delhivery.com/company/ investor-relations.

Deposits

During FY23, your Company has not accepted any deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2023.

Particulars of Loans, Guarantees or Investments

Your Company has not given any guarantee and/or provided any security to any body corporate, whether directly or indirectly, within the meaning of Section 186 of the Act. The details of loans and investments covered under Section 186 of the Act have been disclosed in note no. 35 to the standalone financial statements forming part of this Report.

Related Party Transactions

Your Company has formulated a Policy on Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, and the same is available on the website of your Company at https:// www.delhivery.com/company/investor-relations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and its related parties.

All Related Party contracts or arrangements or transactions entered during the year were on arm''s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act/ SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the Related Parties was in conflict with the interest of your Company.

Since all the transactions with related parties during the year were on arm''s length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company for FY23.

Details of related party transactions entered into by your Company, in terms of Ind AS-24 have been disclosed in the Note 35 of the standalone and Note 34 of the consolidated financial statements, respectively, forming part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(im) read with Rule 8 of the Companies (Account) Rules, 2014 are annexed to this Report as Annexure 2.

Secretarial Auditors

The Board appointed M/s. VAPN & Associates, (Registration No. P2015DE045500) Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of your Company and its material subsidiary i.e. Spoton for FY23 as per the provisions of Section 204 of the Act. The Secretarial Audit Report for the FY23 is annexed to this Report as Annexure-3 and Annexure-4. The said reports does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Board has appointed M/s. VAPN & Associates as the Secretarial Auditor of the Company & Spoton for FY24.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s PricewaterhouseCoopers Services LLP, were appointed as Internal Auditors by the Board to conduct internal audit of your Company for FY23. The scope and authority of internal audit is defined by the Audit Committee which is reviewed each year in consultation with statutory auditors and approved by the Audit Committee. Their report on findings is submitted to the Audit Committee on a periodic basis and corrective actions are taken by the respective functional teams as per suggestions of the Internal Auditor and Audit Committee.

Further, the Board has appointed Mr. Jitender Khatri, Chartered Accountant, an employee of the Company as the Internal Auditor of your Company for FY24. Mr. Khatri reports to the Chairperson of the Audit Committee.

Disclosure regarding Frauds

During the year, there were no frauds reported by the Auditors to the Audit Committee, the Board or to the Central Government under Section 143(12) of the Act.

Cost Records and Audit

Maintenance of cost records as specified by Central Government u/s 148(1) of the Act is not applicable to your Company.

Annual Return

The Annual Return in Form MGT - 7 for the FY23 pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rules made thereunder, is available on website of your Company at https://www.delhivery.com/company/investor-relations.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at the workplace. Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Committee as per the requirement of the said act.

The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in the Business Responsibility and Sustainability Report of this integrated Annual Report.

Downstream Investment

Your Company is in compliance with applicable laws regarding downstream investment as per Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by Reserve Bank of India ("RBI") and has obtained requisite certificate from the statutory auditors in this regard.

CSR & Sustainability Committee

The nomenclature of Corporate Social Responsibility Committee with changed to "CSR & Sustainability Committee" w.e.f. May 30, 2022.

Your Company has adopted a CSR Policy and has undertaken CSR activities on a voluntary basis towards a sustainable community development and such CSR activities are aligned to the requirements of Section 135 of the Act. The CSR policy, the Composition of the Committee, terms of reference of the CSR & Sustainability Committee and the projects undertaken is available on the website of your Company at https://www.delhivery.com/company/investor-relations. The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure 5. Further, details regarding this are mentioned in the Corporate Governance Report forming part of this Report.

Risk Management

Risk Management is an integral part of the strategy and planning process of your Company. The Board has formed a Risk Management Committee to frame, implement and monitor the Risk Management policy/ framework of your Company. The Committee is responsible for monitoring and reviewing the risk management framework and ensuring its effectiveness. Your Company has a risk management policy and framework in place to identify, assess and mitigate risks appropriately. The Policy is available on the website of your Company at https://www.delhivery.com/company/ investor-relations. The approach to risk management is designed to provide reasonable assurance that the assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to senior management, the Audit Committee, the Risk Management Committee and the Board.

The Audit Committee has additional oversight in the areas of financial risks and controls, the major risks identified by the business and functions are systematically addressed on a continuous basis. The details of the Risk Management Committee and its functions are furnished in the Corporate Governance Report forming of this Report. More details on risk management are furnished in the MD&A report forming part of this Report. There are no risks which in the opinion of the Board threaten the existence of your Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details 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 attached as Annexure 6 forming part of this Report.

In terms 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this Report. Considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the registered office of your Company or through electronic mode during business hours on working days up to the date of the forthcoming AGM, by Members. Any Member interested in obtaining a copy thereof may send an e-mail to [email protected].

Human Resources and Employee Relations / Development

Your company has always believed that employees are its greatest strength and are key to the company''s sustained growth & success. A multitude of initiatives were undertaken through the year to ensure that the work environment fosters high performance, inclusivity, respect, empathy, and employees are provided with opportunities for their development.

The Delhivery Skills Development Program was started in FY23 with an aim of providing career opportunities to young job-seekers. After a detailed assessment and 4-weeks of rigorous classroom and practical trainings across Delhivery facilities, offers for full-time permanent employment were rolled out to the successful candidates.

Your company continued to conduct regular town halls and all-hands meetings to ensure transparent communication and encourage a steady stream of two-way communication between the employees and the leadership. The annual engagement survey provided an opportunity to understand the pulse of the organisation and several initiatives were undertaken to address employee feedback across various dimensions. An org-wide Rewards and Recognition program was launched to foster a culture of appreciation. Several wellness initiatives were undertaken to enhance the overall well-being of employees which included establishment of fully-equipped gym facilities at corporate offices and sessions aimed at improving mental wellness. Internal Job Postings were encouraged, thereby providing an opportunity for employees to move across roles and functions.

Your company remains deeply committed to helping employees develop the knowledge, skills and abilities needed for continued growth and success in their roles. Based on operational challenges and business goals, Delhivery Academy conducted different types of sessions for the workforce which included induction, refresher and upskilling training. In FY23, team members participated in skilling programs and were subsequently absorbed into permanent positions within the company.

Your company has zero tolerance towards any unfair, unethical or discriminatory practices at the workplace and this reflects in all Company policies. Employees are continuously made aware and trained on policies such as the Prevention of Sexual Harassment (PoSH) at the workplace, the Company''s Code of Conduct and the Whistle-Blower Policy. Health, Safety and Environmental Awareness also continues to be a key focus area.

More details about these initiatives can be found in the Our People section of this Annual Report.

Management Discussion and Analysis Report ("MD&A Report”)

The MD&A Report for FY23, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed separately forming part of this Report.

Integrated Report and Business Responsibility and Sustainability Report ("BRSR Report”)

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (SEBI), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (BRSR). BRSR Is a notable departure from the existing Business Responsibility Report and a significant step towards giving a platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to transition to BRSR from FY2022-23 onwards. Accordingly, we are glad to present our inaugural BRSR for FY2022-23 separately forming part of this Report.

Corporate Governance

Your Company has complied with the applicable corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliances is annexed forming part of this Report.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The said Code Is available on the website of your Company at https://www.delhivery.com/company/investor-relations.

Further, the violations against the Code are reported to the Audit Committee from time to time and details of the same are placed before the Audit Committee on a periodic basis for their perusal and necessary action.

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Mar 31, 2022

The Board of Directors ("the Board") have pleasure in presenting the 11^th Annual Report of Delhivery Limited (formerly known as Delhivery Private Limited) (hereinafter referred as "Company" / "Delhivery") along with the Audited Financial Statements for the financial year ("FY") ended March 31, 2022 (hereinafter referred as "FY22" or "during the year"). This being the first Report after the Initial Public Offer (IPO) and listing on the Stock Exchanges, the Board welcomes all the public shareholders and look forward to your continuing faith and support.

Financial Performance

Key highlights of the financial results of the Company for the FY22 are as under:

Amount ('' in Million)
	Standalone -	¦ FY ended	Consolidated-	FY ended
1	March 31, 2022	March 31, 2021 |	March 31, 2022	March 31, 2021
Revenue from Operations	59,109.96	34,997.81	68,822.86	36,465.27
Other Income	1,698.59	1,993.94	1,561.41	1,917.64
Total Income	60,808.55	36,991.75	70,384.27	38,382.91
Less: Total Expenses	69,421.85	39,899.45	80,645.30	42,127.04
Loss before exceptional items, share of net loss of associate and tax	(8,613.30)	(2,907.70)	(10,261.03)	(3,744.13)
Less: Exceptional Items	21.87	655.25	-	413.30
Loss before tax and share of loss of associate	(8,635.17)	(3,562.95)	(10,261.03)	(4,157.43)
Less: Tax Expense	-	-	(183.30)	-
Loss after tax before share of loss of associate	(8,635.17)	(3,562.95)	(10,077.73)	(4,157.43)
Add: Share of loss of associate	-	-	(32.27)	-
Loss for the year	(8,635.17)	(3,562.95)	(10,110.00)	(4,157.43)
Other Comprehensive Income	9.64	10.04	14.37	2.06
Total Comprehensive Loss for the year	(8,625.53)	(3,552.91)	(10,095.63)	(4,155.37)

The Standalone and Consolidated Financial Statements of your Company for FY22 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act''), Indian Accounting Standards (''Ind AS'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''SEBI Listing Regulations''].

• The revenue from operations on standalone basis for FY22 stood at ''59,109.96 million as against ''34,997.81 million for FY21, registering a growth of 68.90 %. Whereas the loss for FY22 stood at ''8,635.17 million as against ''3,562.95 million for FY21. The loss for the year has increased by 142.36%.

• The revenue from operations on consolidated basis for FY22 stood at ''68,822.86 million as against ''36,465.27 million for FY21, registering a growth of 88.73%. Whereas the loss for FY22 stood at ''10,110.00 million as against ''4,157.43 million for FY21. The loss for the year has increased by 143.18%.

State of Affairs of the Company/ Business Operations

The mission of your Company is to enable customers to operate flexible, reliable and resilient supply chains at the lowest costs. Your Company provided supply chain solutions to a diverse base of 23,613 active customers such as e-commerce marketplaces, direct-to-consumer e-tailers and enterprises and SMEs across several verticals such as FMCG, consumer durables, consumer electronics, lifestyle, retail, automotive and manufacturing.

This is achieved through high-quality logistics infrastructure and network engineering, a vast network of domestic and global partners and significant investments in automation, all of which are orchestrated by self-developed logistics operating system by your Company that is guided in real-time by deep sources of proprietary network and environmental data. Together, these create intersecting flywheels that drive network synergies within and across services of your Company and enhance value proposition to customers.

The key differentiators of business of your Company are:

• Integrated solutions: Your Company provides a full range of logistics services, including express parcel delivery, heavy goods delivery, Part Truck Load ("PTL") freight, Truck Load ("TL") freight, warehousing, supply chain solutions, cross-border express and freight services and supply chain software, along with value added services such as e- commerce return services, payment collection and processing, installation and assembly services and fraud detection.

• Proprietary logistics operating system: In-house logistics technology stack is built by your Company to meet the dynamic needs of modern supply chains. Your Company has over 80 applications through which your Company provides various services, orchestrated by the platform to govern transaction flows from end to end. The platform of your Company is designed as a set of foundational layers, libraries and APIs that form the building blocks for logistics applications and provides a configurable framework and tools to enable both internal and external developers to build custom applications.

• Data Intelligence: Your Company collects, structures, stores and processes vast amounts of transaction and environmental data to guide real-time operational decision making. Since inception, your Company has collected participant, product, location and network data for over 1.4 billion orders along with over 30 billion shipment lifecycle event points. Your Company has used machine learning extensively to build various capabilities, including intelligent geo-location, network design, route optimisation, load aggregation, ETA prediction, product identification and fraud detection, which enable us to execute operations in an efficient and precise manner.

• Automation: Your Company operated 21 fully and semiautomated sortation centres and 123 gateways across India (including those operated by Spoton Logistics Private Limited, a wholly owned subsidiary) as of March 31, 2022. Your Company had a Rated Automated Sort Capacity of 3.98 million shipments per day as of March 31, 2022. Your Company has automated material handling systems at its gateways in Tauru (Haryana), Bhiwandi (Maharashtra) and Bengaluru (Karnataka). Your Company has further announced capacity expansion plans in Bhiwandi and Bengaluru by 700,000 sqft and 1,000,000 sqft respectively, of Gateway Infrastructure which will enable your Company to service the increasing demand for its services. This automation, combined with system-directed floor operations, path expectation algorithms and machine-vision guided truck loading systems, together enable the facility staff to be more productive and reduce errors in their operations.

• Unified Infrastructure and Network: Your Company operates a pan-India network and provides services in 18,074 postal index number ("PIN") codes, as of March 31, 2022. Logistics platform, data intelligence and automation of your Company enable the network to be seamlessly interoperable and allows to share infrastructure and operational capacity across business lines and set new service standards, such as providing e-commerce-like turnaround times to traditional part-truckload shippers on several lanes.

• Asset-light operations: Your Company follows an asset-light model. The approach is to invest in critical service elements and IP- sensitive areas of the network, while delivering services through a large number of network partners. Network partners with warehousing, freight (truckload or air) or first/last-mile capacity can sign up and find customers via the partner applications. The systems of your Company function as managed marketplaces that match partner capacity with its internal and third-party client demand based on partners'' service quality ratings and pricing. This approach has enabled your Company to quickly expand to geographically dispersed locations, optimize loads, improve the cost structure and maintain flexibility in handling seasonal variations and changes in client requirements while incurring minimal fixed costs and capital expenditures.

• Entrepreneurial team: The experienced team of your Company has driven service excellence and industry-first innovations that have enabled your Company to gain market leadership in a short span of time. The team comes from diverse backgrounds in engineering, technology, operations, R&D and design from across industries such astechnology, e-commerce, manufacturing, telecommunications, management consulting, financial services and the armed forces, among others.

Acquisitions

In line with the strategy to build scale and new capabilities

both organically and inorganically, your Company completed

several important acquisitions in FY22, as detailed below:

a) Spoton Logistics Private Limited ("Spoton")

Your Company acquired Spoton, an express PTL freight service provider in India during August 2021 by acquiring 100% of its share capital for ''15,216.02 million. Post-integration with Spoton, your Company became the third largest PTL freight player in India in terms of revenue as of FY21, with a market share of approximately 8.30% of the organized PTL market in India. Post integration of systems and organisations of the 2 (two) companies, in April 2022, your Company commenced infrastructure, network and operations integration into a single network. Your Company shared an update on the integration impact through the Stock Exchanges on July 26, 2022 and the earnings release of Q1FY23. These are available on the website of your Company at https://www.delhivery.com/investor-relations/.

b) FedEx Express Transportation and Supply Chain Services (India) Private Limited ("FedEx")

Your Company acquired certain assets, facilities and customer contracts from FedEx which is engaged in the business of providing warehousing, transportation and logistics services in India with effect from December 04, 2021 vide the approval of Competition Commission of India ("CCI") dated November 23, 2021. The total consideration for the acquisition was ''1,864.27 million. Further, FedEx has invested an amount of ''7,457.00 million in equity shares of the Company on December 08, 2021. The FedEx agreement also gives Delhivery

and FedEx reciprocal access to each other''s network and hence customers of your Company will be able to enjoy access to FedEx network of 220 countries for their cross border needs while FedEx customers will be able to enjoy pan India first mile and last mile reach of Delhivery.

c) Falcon Autotech Pvt. Ltd. ("Falcon")

Your Company entered into a business cooperation agreement with Falcon on December 31, 2021. Falcon is in the business of providing intralogistics automation solutions, sortation systems, conveyor systems, delivery-warehousing systems, and pick/put to light systems. Your Company acquired 34.55% of the share capital (on a fully-diluted basis) of Falcon, pursuant to a share subscription agreement and a share purchase agreement, both dated December 31, 2021, for a consideration of ''2,518.94 million. Delhivery and Falcon will jointly develop automation products which will be exclusively used by Delhivery in India for a period of 5 years.

Impact of Covid-19

The COVID-19 pandemic has disrupted the way employees of your Company lead their lives. Your Company has modified its business practices to minimise the risk of COVID-19 to its employees, customers and the communities in which it participates.

The first response of your Company to the pandemic was to put in place WHO safety guidelines regarding sanitization and social distancing. Your Company shut down its physical offices in anticipation of nationwide lockdowns and began preparations to maintain operational continuity.

Your Company undertook free vaccination drives for its employees. In addition, your Company has taken measures to support its teams by reimbursing medical expenses, providing statutory or sustenance pay irrespective of volumes and operating free quarantine centres and healthcare services for anybody recommended by the employees and network partners. Apart from this, your Company continues to permit corporate staff to work remotely, have suspended all non-essential business travel and continue to hold meetings and events virtually.

During the period of April to June 2021, your Company partnered with Hunger Heroes and ACT grants to import over 43,000 oxygen concentrators, oxygen plants, oxygen cylinders, equipment required to set up new oxygen plants and various medical supplies from around the world and distribute them across India.

Transfer to Reserves and Dividend

As your Company does not have Profits for the FY22 hence no amount is available for transfer to reserves. Accordingly, the Board does not recommend any dividend for the FY22.

In terms of Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy is available on the company''s website at https://www.delhivery.com/investor-relations/.

Material Events

Conversion of Company from Private Limited to Public Limited

During the year, your Company was converted from Private Limited to Public Limited on October 12, 2021.

Initial Public Offer ("IPO") of Equity Shares

Your Company initiated the process for Initial Public Offer ("IPO") of its Equity Shares during the year. The IPO was completed, and the Company got listed at the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on May 24, 2022. Despite extremely challenging times stemming from geo-political tensions, supply chain constraints, rising interest rates and volatile market conditions, your Company completed its IPO successfully with participation of several leading domestic and global investors. The Board is gratified and humbled by the faith shown in the Company by its Members.

The total size of the IPO was ''52,350.00 million comprising of 10,74,97,225 equity shares including fresh issue of 8,21,37,328 equity shares aggregating to ''40,000.00 million and offer for sale of 2,53,59,897 equity shares aggregating to ''12,350.00 million by selling shareholders.

The IPO opened on May 11, 2022 and closed on May 13, 2022 and the Equity shares were allotted / allocated at a price of ''487/- per Equity Share (including a share premium of ''486/-per Equity Share) on May 20, 2022. A discount of ''25/- was offered to eligible employees.

Your Company has appointed Axis Bank Ltd. as the Monitoring Agency in terms of regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds and has obtained a monitoring report, for the quarter ended June 30, 2022, and submitted the same with Stock Exchanges. The proceeds realised by the Company from the IPO will be utilised as per objects of the offer disclosed in the Prospectus of the Company.

Out of the Net proceeds of fresh issue of ''38,703.00 million (net of provisional IPO expense in relation to fresh issue amounting to ''1,297.00 million) your Company has utilised the funds as on June 30, 2022, as detailed herein below:

There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Report is available at the Company''s website at https://www.delhivery.com/investor-relations/.

The Annual Listing Fee for FY23 has been duly paid to Stock Exchanges.

Change in the nature of Business

There has been no change in the nature of business of your Company during the year.

Material Changes and Commitment affecting Financial Position of the Company

There were no material changes during the year affecting the Financial Position of your Company other than issuance of fresh shares as detailed in this report.

Amount (? in Million)
Sl. No.		Amount	Funds utilised by
	Objects of fund raising	of funds	the quarter ended
		Allocated	June 30, 2022
1.	Organic Growth Initiatives
A.	Building scale in existing business lines and developing new adjacent business lines	1,600.00	293.72
B.	Expanding network infrastructure of your Company	13,600.00	152.00
C.	Upgrading and improving proprietary logistics operating system of your Company	4,800.00	221.90
2.	Funding inorganic growth through acquisition and other strategic Initiatives	10,000.00
3.	General Corporate purposes	8,703.00	575.38
	Total	38,703.00	1,243.00

3. Conversion of Partly paid shares to fully paid equity shares

Your Board called the final call money for making 38,701 partly paid-up equity shares of ''10/- each and 46,441 partly paid-up Series G CCPS of ''100/- each , as fully paid up , in the Board Meeting held on August 31, 2021. Subsequently, the 46,441 Series G CCPS having a FV of ''100/- each were converted into 116,103 Equity shares having a FV of ''10/- each at a conversion ratio of 1:2.5 on September 24, 2021.

Alteration of Memorandum of Association (MOA) & Articles of Association (AOA)

I. MOA

a) The Members at their Extraordinary General Meeting(s) dated August 05, 2021, September 27, 2021 and October 15, 2021, respectively had approved the alteration in MOA of the Company to increase the Authorized share capital of the Company & amendment to incidental or ancillary object clause.

b) In order to convert the Company from Private Limited to Public Limited entity, the Members at their Annual General Meeting ("AGM") dated September 29, 2021 had approved the alteration in MOA of the Company.

c) In order to subdivide / reclassify the authorized share capital of the Company, the Members at their AGM dated September 29, 2021 had approved the alteration in MOA of the Company.

II. AOA

a) In order to incorporate the provisions of the Shareholders'' Agreement dated May 20, 2021 ("SHA") entered into amongst the Founders, the Retiring Founders, the Other Shareholders (as defined in the Articles of the Company), the Company, SVF Doorbell (Cayman) Ltd., Internet Fund III Pte. Ltd., Nexus Ventures III

Limited, Nexus Opportunity Fund Limited, Times Internet Limited, CA Swift Investments, Deli CMF Pte. Ltd., Canada Pension Plan Investment Board and Fidelity Investor (as defined in the SHA), the Members at their Extraordinary General Meeting dated June 02, 2021 had approved the adoption of amended and restated AOA.

b) In order to incorporate the provisions of the Shareholders'' Agreement dated August 09, 2021 ("SHA") entered into amongst the Founders, the Retiring Founders, the Other Shareholders (as defined in the Articles of the Company), the Company, SVF Doorbell (Cayman) Ltd., Internet Fund III Pte. Ltd., Nexus Ventures III Limited, Nexus Opportunity Fund Limited, Times Internet Limited, CA Swift Investments, Deli CMF Pte. Ltd., Canada Pension Plan Investment Board and FedEx Express Transportation and Supply Chain Services (India) Private Limited, the Members at their Extraordinary General Meeting dated September 04, 2021 had approved the adoption of amended and restated AOA.

c) I n order to authorize the Board to issue bonus shares to the Members of the Company, the Members at their Extraordinary General Meeting dated September 27, 2021 had approved the alteration in AOA of the Company.

d) In order to convert the Company from Private Limited to Public Limited entity, the Members at their AGM dated September 29, 2021 had approved the alteration in AOA of the Company.

e) In order to undertake the Initial Public Offer, your Company was required to adopt a new set of Articles of Association. The Members at their Extraordinary General Meeting dated October 26, 2021 approved the adoption

of a new set of Articles of Association (consisting of Part A and Part B). Part B of the AOA was further altered by the Members in their Extraordinary General Meeting held on December 14, 2021. With effect from the date of listing of Equity Shares of your company at Stock Exchanges i.e. May 24, 2022, Part A of the AOA continues to be effective and Part B has become ineffective.

Employees'' Stock Option Plan ("ESOP")

Your Company has four ESOPs, namely, Delhivery Employees Stock Option Plan, 2012 ("ESOP I - 2012"), Delhivery Employees Stock Option Plan - II, 2020 ("ESOP II - 2020"), Delhivery Employees Stock Option Plan - III, 2020 ("ESOP III - 2020") and Delhivery Employees Stock Option Plan -IV, 2021 ("ESOP IV - 2021", and collectively, the "ESOPs"). These Plans are in compliance with the Securities and

Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations") and have also been ratified by the Members of the Company on July 10, 2022 through postal ballot.

ESOP I - 2012

ESOP I - 2012 was approved pursuant to a Board resolution dated September 06, 2012 and Members'' resolution dated September 28, 2012, duly amended on June 28, 2014, February 13, 2017, March 8, 2019 and September 29, 2021. As on date, an aggregate of 42,695,822 time based options have been granted, an aggregate of 24,963,275 time based options have vested and an aggregate of 22,530,177 time based options have been exercised as on the date of this report. Further, 3,489,405 time based options are pending for grant under ESOP I - 2012. Each option is convertible into one Equity Share of ''1/- each.

The disclosures as stipulated under the SEBI SBEB & SE Regulations as on March 31, 2022 are not applicable on your Company as it was not listed till March 31, 2022.

Credit Rating

Not applicable

Investor Grievances

During the year, your Company has not received any Complaint from any investor.

Directors and Key Managerial Personnel

Your Company has an appropriate mix of Executive Directors, Non-Executive Directors and Independent Directors in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board of the Company consists of eminent individuals of diverse backgrounds with skills, experience and expertise in various areas as detailed in the Corporate Governance Report.

The composition of the Board and Key Managerial Personnel and changes therein during the year are as under: ¹

Further the Board in its meeting held on October 13, 2021 had appointed Mr. Kapoor as Chairman of the Board.

• Mr. Srivatsan Rajan (DIN: 00754512) Non-Executive Director was redesignated and appointed as NonExecutive - Independent Director for a period of 5 years w.e.f. October 01, 2021, not liable to retire by rotation. Mr. Rajan also serves on the Board of material subsidiary viz. Spoton Logistics Private Limited ("SLPL") as an Independent Director.

• Mr. Romesh Sobti (DIN: 00031034) was appointed as NonExecutive - Independent Director for a period of 5 years, w.e.f. October 01, 2021, not liable to retire by rotation.

• Mr. Saugata Gupta (DIN: 05251806) was appointed as NonExecutive - Independent Director for a period of 5 years, w.e.f. October 01, 2021, not liable to retire by rotation.

• Mr. Sahil Barua (DIN: 05131571), being the Director and CEO of the Company, was appointed as Managing Director and Chief Executive Officer of the Company for a period of 5 years w.e.f. October 13, 2021, not liable to retire by rotation. Further, in accordance with provisions of Section 152(6) of the Act, on the recommendations of the Nomination & Remuneration Committee ("NRC"), the Board has changed the terms of appointment of Mr. Barua from being "not liable to retire by rotation" to " liable to retire by rotation" w.e.f. July 09, 2022 subject to approval of Members in the ensuing AGM.

• Mr. Sandeep Kumar Barasia (DIN: 01432123), being the Director and Chief Business Officer of the Company, was appointed as Whole- Time Director (designated as Executive Director and Chief Business Officer) of the Company for a period of 5 years w.e.f. October 13, 2021, not liable to retire by rotation. Further, in accordance with provisions of Section 152(6) of the Act, on the

• Mr. Sumer Juneja (DIN: 08343545) Non-Executive - Nominee Director representing M/s SVF Doorbell (Cayman) Ltd (SoftBank), Equity Investor of the Company, resigned from Directorship w.e.f. October 22, 2021 due to personal reasons.

• Mr. Donald Francis Colleran (DIN: 09431299) was appointed as Non-Executive - Nominee Director to represent M/s FedEx Express Transportation and Supply Chain Services (India) Private Limited ("FedEx"), Equity Investor of the Company, w.e.f. December 24, 2021, liable to retire by rotation. Consequent upon listing of shares of the Company w.e.f. May 24, 2022 he has ceased to be a nominee of FedEx and continues as a NonExecutive Director.

The Board places on record its appreciation for Ms. Anjali Bansal, Ms. Hanne Birgitte Breinbjerg Sorensen, Mr. Agus Tandiono, Mr. Munish Ravinder Varma, Mr. Deep Verma, Mr. Jiang Bo, Mr. Neeraj Bharadwaj, Mr. Gautam Sinha and Mr. Sumer Juneja, directors who have ceased as director for their invaluable contribution and guidance during their tenure.

The non-executive directors of the Company had no pecuniary relationship or transactions during the year with the Company, other than sitting fees, remuneration and reimbursement of expenses, if any, as detailed in Corporate Governance Report forming part of this report.

Post FY22, on the recommendations of the NRC, the Board has appointed Ms. Aruna Sundararajan (DIN: 03523267) as additional Non-Executive - Independent Director for a period of 5 years, w.e.f. July 08, 2022, not liable to retire by rotation, subject to approval of the Members in the ensuing AGM.

Key Managerial Personnel

Changes in Other Key Managerial Personnel (KMP) during the year are as under:

• Due to change in designation, Ms. Kriti Gupta resigned from the position of Company Secretary w.e.f. June 18, 2021 and she continues to work with the Company .

• Mr. Vivek Kumar was appointed as Company Secretary w.e.f. June 19, 2021. Due to change in designation, he resigned from the position of the Company Secretary w.e.f. September 17, 2021 and was re-designated as Deputy Company Secretary.

• Mr. Sunil Kumar Bansal was appointed as Company Secretary w.e.f. September 17, 2021 and was additionally designated as Compliance Officer w.e.f. October 13, 2021.

Directors and the KMPs as on March 31, 2022 are as under:
S. No.	Name of Director and KMPs	Designation
1	Mr. Deepak Kapoor	Chairman and Non-Executive Independent Director
2	Mr. Srivatsan Rajan	Non-Executive Independent Director
3	Mr. Romesh Sobti	Non-Executive Independent Director
4	Mr. Saugata Gupta	Non-Executive Independent Director
5	Ms. Kalpana Jaisingh Non-Executive Independent Director Morparia
6	Mr. Sahil Barua	Managing Director and Chief Executive Officer, KMP
7	Mr. Sandeep Kumar Barasia	Executive Director and Chief Business Officer, KMP
8	Mr. Kapil Bharati	Executive Director and Chief Technology Officer, KMP
9	Mr. Suvir Suren Sujan Non-Executive Nominee Director
10	Mr. Agus Tandiono	Non-Executive Nominee Director
11	Mr. Munish Ravinder Varma	Non-Executive Nominee Director
12	Mr. Donald Francis Colleran	Non-Executive Nominee Director
13	Mr. Amit Agarwal	Chief Financial Officer, KMP
14	Mr. Sunil Kumar Bansal	Company Secretary and Compliance Officer, KMP
In addition to the aforesaid Directors and KMPs, following Senior Management Personnel have also been designated as KMPs as on March 31, 2022:
S. No.	Name of KMPs	Designation
1	Mr. Suraj Saharan	Head of New Ventures
2	Mr. Ajith Pai Mangalore	Chief Operating Officer
3	Ms. Pooja Gupta	Chief People Officer
4	Mr. Abhik Mitra1	Managing Director and CEO of Spoton Logistics Pvt. Ltd., being a material subsidiary company

*Mr. Abhik Mitra was also designated as Chief Customer Experience Officer of the Company w.e.f. May 14, 2022

recommendations of the NRC, the Board has changed the terms of appointment of Mr. Barasia from being " not liable to retire by rotation" to " liable to retire by rotation" w.e.f. July 08, 2022 subject to approval of Members in the ensuing AGM.

• Mr. Kapil Bharati (DIN: 02227607) was appointed as the Executive Director of the Company w.e.f. August 19, 2021 and was further appointed as Whole-Time Director (designated as Executive Director and Chief Technology Officer) of the Company for a period of 5 years w.e.f. October 13, 2021, liable to retire by rotation.

• Ms. Kalpana Jaisingh Morparia (DIN: 00046081) was appointed as Non-Executive - Independent Director for a period of 5 years, w.e.f. October 13, 2021, not liable to retire by rotation.

• Mr. Suvir Suren Sujan (DIN: 01173669), Non-Executive -Nominee director representing M/s Nexus Ventures III Ltd. and Nexus Opportunity Fund Ltd., Equity Investors of the Company, was made as liable to retire by rotation w.e.f. October 13, 2021. Consequent upon listing of shares of the Company w.e.f. May 24, 2022 he has ceased to be a nominee of M/s Nexus Ventures III Ltd. and Nexus Opportunity Fund Ltd., Equity Investors of the Company and continues as a Non-Executive Director.

• Mr. Agus Tandiono (DIN: 08577542), Non-Executive -Nominee Director representing M/s Canada Pension Plan Investment Board, an Equity Investor of the Company, was made liable to retire by rotation w.e.f. October 13, 2021. Subsequently, Mr. Tandiono, resigned from the Board w.e.f. April 08, 2022 due to personal reasons and preoccupation.

• Mr. Munish Ravinder Varma (DIN: 02442753), NonExecutive - Nominee director representing M/s SVF Doorbell (Cayman) Ltd, an Equity Investor of the Company, was made liable to retire by rotation w.e.f. October 13, 2021. Subsequently, Mr. Varma, resigned from the Board w.e.f. June 29, 2022 due to personal reasons.

• Mr. Deep Verma (DIN: 06789500) Non-Executive - Nominee Director representing M/s Internet Fund III Pte. Ltd., Equity Investor of the Company, resigned from Directorship w.e.f. October 13, 2021 due to personal reasons.

• Mr. Jiang Bo (DIN: 08659500) Non-Executive - Nominee Director representing M/s Deli CMF Pte. Ltd., Equity Investor of the Company, resigned from Directorship w.e.f. October 13, 2021 due to personal reasons.

• Mr. Neeraj Bharadwaj (DIN: 01314963) Non-Executive - Nominee Director representing M/s CA Swift Investments (Carlyle), Equity Investor of the Company, resigned from Directorship w.e.f. October 13, 2021 due to personal reasons.

• Mr. Gautam Sinha (DIN: 01611273) Non-Executive -Nominee Director representing M/s Times Internet Limited, Equity Investor of the Company, resigned from Directorship w.e.f. October 22, 2021 due to personal reasons.

Directors retiring by Rotation:

All the Directors (other than the Independent Directors), on the Board of your Company are liable to retire by rotation, subject to your approval in the ensuing Annual General Meeting. In terms of the provisions of Section 152 (6) of the Act and the Rules made thereunder, Mr. Suvir Suren Sujan, Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment. Based on the recommendations of the NRC, the Board recommends his re-appointment as Director at the ensuing AGM. The details as required under the SEBI Listing Regulations, as amended, are contained in the Notice convening the ensuing AGM of your Company.

Independent Directors'' Declaration

Your Company has received necessary declarations from each Independent Director under the provisions of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations, 2015, that they meet the criteria of independence laid down under the said Section and Regulation.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Familiarisation Programme for Directors

Disclosure pertaining to familiarisation programmes for Directors is provided in the Corporate Governance Report forming part of this Report.

Board and Committee Meetings

Your Company was in the process of IPO of its Equity Shares during the year. 20 (twenty) Board Meetings were held during the year to consider and approve various matters including approvals required for the IPO process. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report forming part of this Report.

The Board has formed various Committees, as per the provisions of the Act and as per SEBI Listing Regulations. The terms of reference and the constitution of these Committees are in compliance with the applicable laws and ensure attention on business and better governance and accountability. The Board and all the Committees thereof are headed by Independent Directors.

The constituted Committees are: a) Audit Committee; b) Nomination and Remuneration Committee; c) Corporate Social Responsibility Committee¹, d) Stakeholders Relationship Committee; e) Risk Management Committee;

f) IPO Committee; g) Merger and Amalgamation ("M&A") Committee.

The details with respect to the composition, terms of reference, number of meetings held, and business transacted by the aforesaid Committees, are given in the Corporate Governance Report forming part of this Report.

*The nomenclature of Corporate Social Responsibility Committee has been changed to "CSR & Sustainability Committee" w.e.f. May 30, 2022.

e) they had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Controls and their Adequacy

Your Company has internal control systems in place commensurate with the size scale and complexity of its operations. The internal controls have been designed further to the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and take care of, inter-alia, financial and operational risk with emphasis on integrity and ethics as part of work culture.

Your Company has laid down a set of standards, policies and processes to implement internal financial control across the organisation and same are adequate and operating effectively. Your Company has an adequate Internal Financial Control System over financial reporting ensuring that all transactions are authorised, recorded, and reported correctly in a timely manner to provide reliable financial information and to comply with applicable accounting standards which commensurate with the size and volume of business of the Company. Details of the internal financial controls of the Company are mentioned in the Management Discussion and Analysis Report ("MD&A Report") forming part of this report.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company and its compliance with accounting procedures, financial reporting and policies. The reports of Internal Audit are reviewed and discussed by the Audit Committee in detail and the process owners take corrective actions in their respective areas and thereby strengthen the controls. A summary of the audit observations & corrective actions is placed before the Board by the Management and the Chairperson of the Audit Committee briefs the Board on recommendations of the Audit Committee for its discussion and suggestions thereon.

Subsidiaries, Associate Companies & Joint

Ventures

Subsidiaries:

Your Company has 10 (ten) wholly owned subsidiaries during the year (including 2 (two) wholly owned step-down subsidiaries) as follows:

1. Delhivery Freight Services Private Limited, India ("DFSPL")

2. Orion Supply Chain Private Limited, India ("OSCPL")

3. Delhivery Cross Border Services Private Limited, India (formerly known as Skynet Logistics Private Limited)

4. Delhivery Corp Limited, United Kingdom

5. Delhivery HK Pte. Limited, Hong Kong

6. Delhivery USA, LLC ("Delhivery USA")

Particulars of Loans, Guarantees or Investments

Your Company has not given any guarantee and/or provided any security to any body corporate, whether directly or indirectly, within the meaning of Section 186 of the Act.

The details of loans and investments covered under Section 186 of the Act have been disclosed in note no.35 to the standalone financial statements forming part of this Report.

Related Party Transactions

Your Company has formulated a Policy on Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, and the same is available on the website of your Company at https://www. delhivery.com/investor-relations/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and its related parties.

All Related-Party contracts or arrangements or transactions entered during the year were on arm''s-length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act/ SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the Related Parties was in conflict with the interest of the Company.

Since all the transactions with related parties during the year were on arm''s length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company for FY22.

Details of related party transactions entered into by your Company, in terms of Ind AS-24 have been disclosed in the note no. 35 to the respective standalone and consolidated financial statements forming part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Account) Rules, 2014 are annexed to this Report as Annexure 2.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, employees, vendors, customers and other stakeholders of your Company and its subsidiaries to raise and report concerns regarding any unethical conduct, irregularity, misconduct, actual or suspected fraud or any other violation of the Policy within your Company. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available on the website of your Company at https://www.delhivery.com/investor-relations/.

Policy on Director''s Appointment, Remuneration and other matters

The Policy of your Company on appointment and remuneration including criteria for determining the qualification, positive attributes, independence and other matters of Directors, KMPs & Senior Management Personnel as per applicable provisions under Sec 178 of the Act read with SEBI Listing Regulations has been formulated by the NRC and approved by the Board. The said Policy is uploaded on the website of your Company at https:// www.delhivery.com/investor-relations/ and is followed for respective appointments.

Board Evaluation

The NRC has formulated a Policy and criteria for evaluation of the Board and its Committees and the same has been adopted by the Board. The Company got listed on May 24, 2022 on Stock Exchanges and the performance evaluation of the Board and Committees for FY22 was carried out by Directors during May 2022 and results of the same were shared with the Board. The performance of the Board and its Committees were evaluated after seeking inputs from all the Directors on the basis of criteria such as the composition and meetings, role & responsibilities and overall effectiveness of the Board & Committees. The details of Board Evaluation process are mentioned in the Corporate Governance Report forming part of this Report

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors met on October 13, 2021, May 04, 2022 and May 28, 2022 without the presence of Non-Independent Directors and members of the management and have inter-alia assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Directors'' Responsibility Statement

In terms of the Section 134(5) of the Act, your Directors have relied on the Independent Auditors report, representation by the management team and to the best of their knowledge and belief, state that:

a) in preparation of the annual accounts for the FY22, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2022 and loss of the Company for the period ended on that date;

c) t he proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) they had prepared annual accounts on a going concern basis;

7. Delhivery Singapore Pte. Ltd., Singapore (w.e.f. August 02, 2021) ("Delhivery Singapore")

8. Delhivery Robotics LLC, USA, (w.e.f. August 23, 2021) ("Delhivery Robotics") (Subsidiary of Delhivery Singapore)

9. Spoton Logistics Private Limited, India ("Spoton") (w.e.f. August 24,2021)

10. Spoton Supply Chain Solutions Private Limited, India (w.e.f. August 24,2021) (Subsidiary of Spoton)

Your Board reviewed the affairs of subsidiaries and there has been no material change in the nature of the business of such subsidiaries.

Associate Companies:

1. Leucon Technology Private Limited, wherein the Company held 28.58% of equity shares ceased as an associate Company w.e.f. November 19, 2021

2. Falcon Autotech Private Limited ("Falcon") wherein the Company holds 34.55% of equity shares became an associate company w.e.f. January 04, 2022

Joint Venture:

There was no joint venture of your Company as defined under the provisions of the Act during the year.

In accordance with the provisions of Section 129 of the Act, your Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries and associates which form part of this Report. Further, the report on the performance and financial position of each subsidiary and associate, as applicable and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure 1. Further, contribution of subsidiaries and associates to the overall performance of your Company have been disclosed in note No. 42 of the Consolidated Financial Statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of your Company and financial statements of the subsidiary companies are available on the website of your Company at https://www.delhivery.com/investor-relations/ for inspection by the Members.

Pursuant to the provisions of Regulation 16(c) of SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. Further, Spoton Logistics Private Limited is a material subsidiary of the Company. Policy on Material Subsidiary is uploaded on the website of your Company at https://www.delhivery.com/ investor-relations/.

Deposits

During the year, you r Company has not accepted any deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2022.

Auditors & Auditors Report:

Statutory Auditors

The Members at the AGM held on September 30, 2019, approved the appointment of M/s. S. R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), Chartered Accountants, as the statutory auditors of the Company for a period of four years commencing from the conclusion of the 08^th AGM held on September 30, 2019, until the conclusion of 12^th AGM of your Company to be held in the year 2023.

The report of the Statutory Auditors forms part of the Annual Report for FY22. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

The Board appointed M/s. VAPN & Associates, (Registration No. P2015DE045500) Practising Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of your Company for FY22 as per the provisions of Section 204 of the Act. The Secretarial Audit Report for the FY22 is annexed to this Report as Annexure-3. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, the Board has appointed M/s. VAPN & Associates as the Secretarial Auditor of the Company for FY23.

Spoton Logistics Private Limited ("Spoton"), a material subsidiary of your Company, has also undergone a Secretarial Audit under Section 204 of the Act. The Secretarial Audit Report for the FY22 issued by Mr. Madhwesh K, Practicing Company Secretary, Bengaluru, is annexed to this Report as Annexure 4.

The above reports are self-explanatory and do not contain any qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s PricewaterhouseCoopers Services LLP, were appointed as Internal Auditors by the Board to conduct internal audit of your Company for the FY22. The scope and authority of internal audit is defined by the Audit Committee which is reviewed each year in consultation with statutory auditors and approved by the Audit Committee. Their report on findings is submitted to the Audit Committee on periodic basis and corrective actions are taken by the respective functional teams as per suggestions of the Internal Auditor and Audit Committee.

Further, the Board has appointed M/s. Pricewaterhouse Coopers Services as the Internal Auditor of your Company for FY23.

Disclosure regarding Frauds

During the year, there were no frauds reported by the Auditors to the Audit Committee, the Board or to the Central Government under Section 143(12) of the Act.

Cost Records and Audit

Maintenance of cost records as specified by Central Government u/s 148(1) of the Act is not applicable to your Company.

Annual Return

The Annual Return in Form MGT - 7 for the FY22 pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rules made thereunder, is available on website of your Company at https://www.delhivery.com/investor-relations/.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at the workplace. Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, your Company received 26 complaints of sexual harassment, of which 22 complaints were resolved by taking appropriate actions and 4 complaints were under investigation as on March 31, 2022 which have also been resolved subsequently.

Downstream Investment

Your Company is in compliance with applicable laws regarding downstream investment as per Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by Reserve Bank of India ("RBI") and has obtained requisite certificate from the statutory auditors in this regard.

Corporate Social Responsibility ("CSR")

Your Company has adopted a CSR Policy and has undertaken CSR activities on a voluntary basis towards a sustainable community development and CSR activities are aligned to the requirements of Section 135 of the Act. The CSR policy, the Composition of the Committee, terms of reference of the CSR Committee and the projects undertaken is available on the website of your Company at https://www.delhivery.com/ investor-relations/. The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure 5.

The more details are mentioned in the Corporate Governance Report forming part of this Report.

Risk Management

Risk Management is an integral part of strategy and planning process of your Company. The Board has formed a Risk Management Committee to frame, implement and monitor the Risk Management policy/ framework of your Company. The Committee is responsible for monitoring and reviewing the risk management framework and ensuring its effectiveness. Your Company has a risk management policy and framework in place to identify, assess and mitigate risks appropriately. The Policy is available on the website of your Company at https://www.delhivery.com/investor-relations/. The approach to risk management is designed to provide reasonable assurance that the assets are safeguarded, the

risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Senior Management, the Audit Committee, the Risk Management Committee and the Board.

The Audit Committee has additional oversight in the areas of financial risks and controls, the major risks identified by the business and functions are systematically addressed on a continuous basis. The details of the Risk Management Committee and its functions are furnished in the Corporate Governance Report forming of this Report. More details on risk management are furnished in the MD&A report forming part of this Report. There are no risks which in the opinion of the Board threaten the existence of your Company.

Particulars of Employees

Disclosures pertaining to remuneration and other details 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 attached as Annexure 6 forming part of this Report.

In terms 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this Report. Considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the registered office of your Company or through electronic mode during business hours on working days up to the date of the forthcoming AGM, by Members. Any Member interested in obtaining a copy thereof may send an email to [email protected].

Human Resources and Employee Relations / Development

Through the course of the last two Covid-impacted years, your Company stayed focused on the health and wellbeing of employees and undertook a host of initiatives to ensure this. These included the enforcement of strict covid protocols, set up of covid helpdesks and a medical task-force, setup of isolation centres, deployment of nurses and doctors, vaccination drives and roll-out of a company-wide Employee Assistance and Wellness Program. Despite the challenges posed by the pandemic, your Company continued to expand the organisation and talent pool through the year, across permanent employees, contractual workforce as well as partner agents.

Various programs were introduced as your Company strives that the employees stayed connected, informed and engaged with their teams and the leadership. Some of the actions taken by your Company includes the relaunch of its intranet, piloting a new recognition program, revamping of the new employee onboarding program as well as a successful execution of the annual employee engagement survey. Your Company continued to support employees through mechanisms like the Employee Welfare Fund and

the Employee Loan Assistance Policy to help them navigate periods of financial stress and uncertainty.

Mirroring the ambitions and needs of the employees, your Company has in-place a holistic approach to performance and talent management. The rewards philosophy is linked to individual and organisational performance and leads to the development of a high-performance work culture. Your Company believes in inculcating a culture of ownership and have broad-based the ESOP coverage to a much larger pool of employees in FY22. Your Company strives to invest in the professional growth and development of its employees through a well-structured Learning & Development program and has a Continuous Learning Policy and a comprehensive program for training and development of people.

Your Company remains deeply committed to the development of a truly diverse, inclusive and engaged organisation and this reflects in all Company policies. Your Company have zero tolerance for non-compliance to policies for the Prevention of Sexual Harassment (PoSH) at the workplace and the Company''s Code of Conduct.

More details about these initiatives can be found in the Human Capital section of this Annual Report.

Management Discussion and Analysis Report ("MD&A Report")

The MD&A Report for the FY22, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed separately forming part of this Report.

Corporate Governance

Your Company has complied with the applicable corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliances is annexed forming part of this Report.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The said Code is available on the website of your Company at https://www.delhivery.com/investor-relations/.

Other Disclosures

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company provides following additional disclosures as on March 31, 2022:

• No equity shares with differential rights as to dividend, voting or otherwise have been issued.

• No Sweat equity shares have been issued.

• No Buyback of shares have been undertaken.

• None of your Directors has received any remuneration or commission from any subsidiary of the Company.

• Requirement of one time settlement with Banks or Financial Institutions was not applicable.

• No amount or Shares were required to be transferred to the Investor Education and Protection Fund.

• Your Company has complied with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India.

• The entire share capital of your Company has been dematerialized.

• The requirement of submitting a business responsibility and sustainability report is not applicable.

• No application was required to be made by or against your Company and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• No significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.

Cautionary Statement

Statements in this Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

Acknowledgement

The success of your Company is directly linked to hard work and commitment of the employees who worked round-the-clock to ensure the business continuity and exceptional service quality offerings for the Customers.

The Board wishes to place on record its sincere appreciation to all employees for their hard work, dedication, commitment and efforts put in by them for achieving encouraging results under difficult conditions during this unprecedented year. The Board also wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other regulatory & statutory authorities for their consistent support and cooperation extended to your Company during the year.

The Board is deeply grateful to the Members of the Company for entrusting their confidence and faith.

The Board mourns the loss of lives due to COVID-19 pandemic and have immense gratitude and respect for every person who risked their lives and safety to fight this pandemic and protect the society at large.

For and on behalf of the Board of Directors For Delhivery Limited

(formerly known as Delhivery Private Limited)

Sahil Barua Deepak Kapoor

Managing Director Chairman and Non-Executive

and Chief Executive Officer Independent Director DIN: 05131571 DIN: 00162957

Date: August 22, 2022 Place: Gurugram

1

Ms. Anjali Bansal (DIN: 00207746) Non-Executive Director resigned from the Board w.e.f. September 16, 2021 due to pre-occupation.

• Ms. Hanne Birgitte Breinbjerg Sorensen (DIN: 08035439), Non-Executive Director resigned from the Board w.e.f. October 01, 2021 due to pre-occupation.

• Mr. Deepak Kapoor (DIN: 00162957) Non-Executive Director was redesignated and appointed as NonExecutive - Independent Director for a period of 5 years w.e.f. October 01, 2021, not liable to retire by rotation.