Delhivery Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

p) Provisions and Contingent liabilities

i) Provisions

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation. The expense relating to a
provision is presented in the statement of profit and loss
net of any reimbursement.

I f the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the

provision due to the passage of time is recognised as a
finance cost.

ii) Contingent liabilities

Contingent liability is a possible obligation that arises
from past events and the existence of which will be
confirmed only by the occurrence or non-occurrence of
one are more uncertain future events not wholly within
the control of the Company, or is a present obligation that
arises from past event but is not recognised because
either it is not probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation, or a reliable estimate of the amount of
the obligation cannot be made. Contingent liabilities are
disclosed and not recognised.

iii) Decommissioning liability ("Asset retirement
obligation")

The Company records a provision for decommissioning
costs of leasehold premises. Decommissioning costs
are provided at the present value of expected costs to
settle the obligation using estimated cash flows and are
recognised as part of the cost of the particular asset.
The cash flows are discounted at a current pre-tax rate
that reflects the risks specific to the decommissioning
liability. The unwinding of the discount is expensed as
incurred and recognised in the statement of profit and
loss as a finance cost. The estimated future costs of
decommissioning are reviewed annually and adjusted
as appropriate. Changes in the estimated future costs
or in the discount rate applied are added to or deducted
from the cost of the asset.

q) Financial instruments

A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurement:

Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair
value through profit or loss. The classification of financial
assets at initial recognition depends on the financial
asset''s contractual cash flow characteristics and the
Company''s business model for managing them.

All financial assets are recognised initially at fair value
plus, (in the case of financial assets not recorded at
fair value through standalone statement of profit or
loss,) transaction costs that are attributable to the

acquisition of the financial asset. Transaction costs of
financial assets carried at fair value through profit or
loss expensed off in the statement of profit & loss. Trade
receivable that does not contain a significant financing
component are measured at transaction price.

I n order for a financial asset to be classified and
measured at amortised cost or fair value through OCI, it
needs to give rise to cash flows that are ''solely payments
of principal and interest (SPPI)'' on the principal amount
outstanding. This assessment is referred to as the SPPI
test and is performed at an instrument level. Financial
assets with cash flows that are not SPPI are classified
and measured at fair value through profit or loss,
irrespective of the business model.

The Company''s business model for managing financial
assets refers to how it manages its financial assets
in order to generate cash flows. The business model
determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or
both. Financial assets classified and measured at
amortised cost are held within a business model with
the objective to hold financial assets in order to collect
contractual cash flows while financial assets classified
and measured at fair value through OCI are held within
a business model with the objective of both holding to
collect contractual cash flows and selling.

Purchases or sales of financial assets that require
delivery of assets within a time frame established by
regulation or convention in the marketplace (regular way
trades) are recognised on the trade date, i.e. the date that
the Group commits to purchase or sell the asset.

Subsequent Measurement

Debt instruments: Subsequent measurement of debt
instruments depends on the group''s business model for
managing the asset and the cash flow characteristics of
the asset. There are three measurement categories into
which the Group classifies its debt instruments:

A) Amortised cost: Assets that are held for collection
of contractual cash flows those cash flows
represent solely payments of principal and interest
are measured at amortised cost. Interest income
from these financial assets is included in finance
income using the effective interest rate method.
Any gain or loss arising on derecognition, and
impairment losses (if any) are recognised directly
in profit or loss. The Group''s financial assets
subsequently measured at amortised cost includes
trade receivables, loans and certain other financial
assets etc.

B) Fair value through other comprehensive income
(FVOCI): Assets that are held for collection of
contractual cash flows and for selling the financial
assets, where the assets'' cash flows represent
solely payments of principal and interest, are
measured at FVOCI. Movements in the carrying
amount are taken through OCI except for the
recognition of impairment gains or losses, interest
income and foreign exchange gains and losses
which are recognised in profit and loss. When the
financial asset is derecognised, the cumulative gain
or loss previously recognised in OCI is reclassified
from equity to profit or loss.

C) Fair value through profit or loss: Assets that do not
meet the criteria for amortised cost or FVOCI are
measured at fair value through profit or loss. A gain
or loss on a debt investment that is subsequently
measured at fair value through Profit or loss is
recognised in profit or loss.

Equity instruments

The Company subsequently measures all equity
investments in scope of Ind AS 109 at fair value, with net
changes in fair value recognised in statement of profit
and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial
asset or part of a Group of similar financial assets) is
primarily derecognised (i.e. removed from the Company''s
balance sheet) when:

i) The rights to receive cash flows from the asset have
expired, or

ii) The Company has transferred its rights to receive
cash flows from the asset or has assumed an
obligation to pay the received cash flows in full
without material delay to a third party under a
''pass-through'' arrangement; and either (a) the
Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has
neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred
control of the asset.

When the Company has transferred its rights to receive
cash flows from an asset or has entered into a pass¬
through arrangement, it evaluates if and to what extent
it has retained the risks and rewards of ownership. When
it has neither transferred nor retained substantially all
of the risks and rewards of the asset, nor transferred

control of the asset, the Company continues to recognise
the transferred asset to the extent of the Company''s
continuing involvement. In that case, the Company also
recognises an associated liability. The transferred asset
and the associated liability are measured on a basis that
reflects the rights and obligations that the Company
has retained.

Continuing involvement that takes the form of a guarantee
over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum
amount of consideration that the Company could be
required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies
expected credit loss (ECL) model for measurement and
recognition of impairment loss on the following financial
assets and credit risk exposure:

i) Financial assets that are debt instruments, and
are measured at amortised cost e.g., loans, debt
securities, deposits and bank balance

ii) Trade receivables or any contractual right to receive
cash or another financial asset that result from
transactions that are within the scope of Ind AS 115"

The Company follows ''simplified approach'' for
recognition of impairment loss allowance on trade
receivables. The application of simplified approach does
not require the Company to track changes in credit risk.
Rather, it recognises impairment loss allowance based
on lifetime ECLs at each reporting date, right from its
initial recognition.

In respect of other financial assets ECLs are recognised
in two stages. For credit exposures for which there
has not been a significant increase in credit risk since
initial recognition, ECLs are provided for credit losses
that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase
in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life
of the exposure, irrespective of the timing of the default
(a lifetime ECL).

ECL is the difference between all contractual cash flows
that are due to the Company in accordance with the
contract and all the cash flows that the entity expects to
receive (i.e. all cash shortfalls), discounted at the original

EIR. When estimating the cash flows, an entity is required
to consider:

i) All contractual terms of the financial instrument
(including prepayment, extension, call and similar
options) over the expected life of the financial
instrument. However, in rare cases when the
expected life of the financial instrument cannot
be estimated reliably, then the entity is required
to use the remaining contractual term of the
financial instrument.

ii) Cash flows from the sale of collateral held or
other credit enhancements that are integral to the
contractual terms.

As a practical expedient, the Company uses a provision
matrix to determine impairment loss allowance on
portfolio of its trade receivables. The provision matrix
is based on its historically observed default rates over
the expected life of the trade receivables and is adjusted
for forward-looking estimates. At every reporting date,
the historical observed default rates are updated and
changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognised
during the period is recognised as income/expense in
the statement of profit and loss (P&L). This amount is
reflected under the head ''other expenses'' in the P&L.
The balance sheet presentation for various financial
instruments is described below:

Financial assets measured as at amortised cost,
contractual revenue receivables: ECL is presented as an
allowance, i.e. as an integral part of the measurement of
those assets in the balance sheet. The allowance reduces
the net carrying amount. Until the asset meets write¬
off criteria, the Company does not reduce impairment
allowance from the gross carrying amount.

For assessing increase in credit risk and impairment
loss, the Company combines financial instruments on
the basis of shared credit risk characteristics with the
objective of facilitating an analysis that is designed to
enable significant increases in credit risk to be identified
on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit and loss,
loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value
and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.

The Company''s financial liabilities include trade
and other payables, loans and borrowings including
bank overdrafts.

Subsequent measurement

The measurement of financial liabilities depends on their
classification, as described below:

Financial liabilities at amortised cost (Loans and
borrowings)

After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised
in profit or loss when the liabilities are derecognised as
well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation
is included as finance costs in the statement of profit and
loss. This category generally applies to borrowings.

Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit or loss
include financial liabilities held for trading or financial
liabilities designated upon initial recognition as at fair
value through profit or loss.

Financial liabilities are classified as held for trading if
they are incurred for the purpose of repurchasing in
the near term. This category also includes derivative
financial instruments entered into by the Company that
are not designated as hedging instruments in hedge
relationships as defined by Ind AS 109. Separated
embedded derivatives are also classified as held
for trading unless they are designated as effective
hedging instruments.

Gains or losses on liabilities held for trading are
recognised in the profit and loss

Financial liabilities designated upon initial recognition at
fair value through profit and loss are designated as such
at the initial date of recognition, and only if the criteria
in Ind AS 109 are satisfied. For liabilities designated as
FVTPL, fair value gains/losses attributable to changes in
own credit risk are recognised in OCI. These gains/losses
are not subsequently transferred to P&L. However, the

Company may transfer the cumulative gain or loss within
equity. All other changes in fair value of such liability are
recognised in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another
from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified,
such an exchange or modification is treated as the
derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance sheet
if there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the
liabilities simultaneously.

r) Impairment of non-financial assets

The Company assesses, at each reporting date, whether
there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment
testing for an asset is required, the Company estimates
the asset''s recoverable amount. An asset''s recoverable
amount is the higher of an asset''s or cash-generating
unit''s (CGU) fair value less costs of disposal and its
value in use. Recoverable amount is determined for an
individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other
assets or Group of assets. When the carrying amount
of an asset or CGU exceeds its recoverable amount, the
asset is considered impaired and is written down to its
recoverable amount.

In assessing value in use, the estimated future cash
flows are discounted to their present value using a
pre-tax discount rate that reflects current market
assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs
of disposal, recent market transactions are taken into
account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations
are corroborated by valuation multiples, quoted share
prices for publicly traded companies or other available
fair value indicators.

The Company bases its impairment calculation on
detailed budgets and forecast calculations, which are
prepared separately for each of the Company''s CGUs to
which the individual assets are allocated. These budgets
and forecast calculations generally cover a period of
five years. For longer periods, a long-term growth rate is
calculated and applied to project future cash flows after
the fifth year. To estimate cash flow projections beyond
periods covered by the most recent budgets/forecasts,
the Company extrapolates cash flow projections in
the budget using a steady or declining growth rate for
subsequent years, unless an increasing rate can be
justified. In any case, this growth rate does not exceed
the long-term average growth rate for the products,
industries, or country or countries in which the entity
operates, or for the market in which the asset is used.

Impairment losses are recognised in the statement of
profit and loss.

For assets excluding goodwill, an assessment is made
at each reporting date to determine whether there is an
indication that previously recognised impairment losses
no longer exist or have decreased. If such indication
exists, the Company estimates the asset''s or CGU''s
recoverable amount. A previously recognised impairment
loss is reversed only if there has been a change in the
assumptions used to determine the asset''s recoverable
amount since the last impairment loss was recognised.
The reversal is limited so that the carrying amount of
the asset does not exceed its recoverable amount,
nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit and loss
unless the asset is carried at a revalued amount, in which
case, the reversal is treated as a revaluation increase.

>) Borrowing costs

Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes a substantial period of time to get ready for its
intended use or sale are capitalised as part of the cost
of the asset. All other borrowing costs are expensed
in the period in which they occur. Borrowing costs
consist of interest and other costs that an entity incurs
in connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.

t) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are
subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank
overdrafts (if any) as they are considered an integral part
of the Company''s cash management.

u) Events occurring after the balance sheet date

Based on the nature of the event, the Company identifies
the events occurring between the balance sheet date and
the date on which the standalone financial statements
are approved as ''Adjusting Event'' and ''Non-adjusting
event''. Adjustments to assets and liabilities are made
for events occurring after the balance sheet date that
provide additional information materially affecting the
determination of the amounts relating to conditions
existing at the balance sheet date or because of statutory
requirements or because of their special nature. For non¬
adjusting events, the Company may provide a disclosure
in the standalone financial statements considering the
nature of the transaction.

2(a) Newly applicable standards:

The Ministry of Corporate Affairs has notified Companies
(Indian Accounting Standards) Amendment Rules,
2024 dated August 12, 2024, to introduce Ind AS 117
"Insurance Contracts", replacing the existing Ind AS
104 "Insurance Contracts" and Companies (Indian
Accounting Standards) Second Amendment Rules, 2024
dated September 09, 2024 amend Ind AS 116,

These amendments are effective for annual reporting
periods beginning on or after April 01,2024. The Company
has applied these amendments for the first-time

(i) Introduction of Ind AS 117: Insurance Contracts

Ind AS 117 Insurance Contracts is a comprehensive
new accounting standard for insurance contracts
covering recognition and measurement,
presentation and disclosure, Ind AS 117 applies
to all types of insurance contracts, regardless of
the type of entities that issue them as well as to
certain guarantees and financial instruments with
discretionary participation features.

The amendment has no impact on the Company''s
financial statements.

(ii) Lease Liability in a Sale and Leaseback -
Amendments to Ind AS 116

The amendment specifies the requirements that a
seller-lessee uses in measuring the lease liability
arising in a sale and leaseback transaction to ensure
the seller-lease does not recognise any amount of
the gain or loss that relates to the right of use asset
it retains.

The amendment is effective for annual reporting
periods beginning on or after April 01, 2024
and must be applied retrospectively to sale and
leasebacks transactions entered into alter the date
of initial application of Ind AS 116.

The amendment has no impact on the Company''s
financial statements.

(b) Standards notified but not yet effective

There are no standards that are notified and not yet
effective as on the date.

*On September 27,2021, the Company had issued bonus shares in the ratio of 9:1 to the existing equity shareholders. Further, stock options outstanding
(vested, unvested including lapsed and forfeited options available for reissue) were to be proportionately adjusted and the number of options which are
available for grant and those already granted but not exercised as on Record Date will also be appropriately adjusted.

Similarly, On September 29, 2021, the Company had sub divided each equity shares having a face value of f 10 each into 10 equity shares having a
face value of f 1 each. Therefore, stock options outstanding (vested, unvested including lapsed and forfeited options available for reissue) were to be
proportionately adjusted and the number of options which are available for grant and those already granted but not exercised as on Record Date will
also be appropriately adjusted.

Accordingly, during the year ended March 31,2025 and March 31,2024, the Company had issued bonus shares of f 6.92 million (no. of bonus shares
691,891) and f 6.87 million (no. of bonus shares 687,425) respectively.

15 (b) Nature and purpose of reserves

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Reimbursement from shareholders

The reimbursement from shareholders refers to the tax-related reimbursement received from shareholder, which has been
accounted for in equity contribution.

Share based payment reserve

The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under
Employee stock option plan.

Business transfer adjustment reserve

Business transfer adjustment reserve is arising on common control business combinations accounting.

Retained earning

Retained earnings are the loss that the Company has incurred till date, less any transfers to general reserve, dividends or other
distributions paid to shareholders. Retained earnings includes re-measurement loss/(gain) on defined benefit plans, net of
taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company
and eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.

Exchange differences on translating the financial statements of a foreign operation

Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as
described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to
profit or loss when the net investment is disposed-off.

30. Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the accounting policies, management has made the following judgements, which have the most
significant effect on the amounts recognised in the financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are described below. The Company based its assumptions and estimates on parameters available when
the financial statements were prepared. Existing circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes
are reflected in the assumptions when they occur.

(a) Share-based payments

Employees of the Company receive remuneration in the form of share based payment transactions, whereby
employees render services as consideration for equity instruments (equity-settled transactions). In accordance
with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value
method. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of
equity instruments that will ultimately vest. The expense or credit recognised in the statement of profit and loss for
a period represents the movement in cumulative expense recognised as at the beginning and end of that period and
is recognised in employee benefits expense.

(b) Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using
actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and mortality
rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans
operated, the management considers the interest rates of government bonds in currencies consistent with the
currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality table. The mortality table tend to change only at interval
in response to demographic changes. Future salary increases and gratuity increases are based on expected future
inflation rates.

Further details about gratuity obligations are given in note 32.

(c) Useful Life of property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment loss, if any. Such
cost includes the cost of replacing part of the plant and equipment. When significant parts of plant and equipment
are required to be replaced at intervals, the Company depreciates them separately based on their specific useful
lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant
and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are
recognised in profit or loss as incurred.

Capital work-in-progress is stated at cost, net of accumulated impairment loss, if any.

Depreciation on all property plant and equipment are provided on a straight line method based on the estimated
useful life of the asset. The management has estimated the useful lives and residual values of all property, plant and
equipment and adopted useful lives based on management''s assessment of their respective economic useful lives.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively. Depreciation on the assets purchased during the year is provided on
pro-rata basis from the date of purchase of the assets. An item of property, plant and equipment and any significant
part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on Derecognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset
is derecognised.

(d) Impairment of investments in subsidiaries

The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when
there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss
is accounted for. Company computes the recoverable value of investment by combining the similar business, which
aligns with evaluating the overall performance and financial health on combined basis, rather than dissecting it into
individual entities. Company estimates the value-in-use of the cash generating unit (CGU) based on the future cash
flows after considering current economic conditions and trends, estimated future operating results and growth rate
and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal
forecasts. The assumption of discount rate and terminal growth rate used for the CGU''s represent the weighted
average cost of capital based on the historical market returns of comparable companies and industry growth
rate respectively.

(e) Loss allowance on trade receivables

Provision for expected credit losses of trade receivables and contract assets. The Company uses a provision
matrix to calculate ECLs for trade receivables and contract assets. The provision matrix is initially based on the
Company''s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit
loss experience with forward-looking information. For instance, if forecast economic conditions (i.e. gross domestic
product, purchasing managers'' index, industrial production) are expected to deteriorate over the next year which
can lead to an increased number of defaults in the multiple sector, the historical default rates are adjusted. At every
reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast
economic conditions. The Company''s historical credit loss experience and forecast of economic conditions may also
not be representative of customer''s actual default in the future. The information about the ECLs on the Company''s
trade receivables and contract assets is disclosed in Note 7. The Company considers a financial asset in default when
contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial
asset to be in default when internal or external information indicates that the Company is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements held by the Company.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

(f) Revenue Reconginition (Ind AS 115)

The allocation of the transaction price over timing of satisfaction of performance obligation:

Under the revenue recognition standard Ind AS 115 revenue has been recognised when control over the services
transfers to the customer i.e. when the customer has the ability to control the use of the transferred services provided
and generally derive their remaining benefits. The revenue from logistics service is recognised over a period of time.

The Company has recognised the revenue in respect of undelivered shipments to the extent of completed activities
undertaken with respect to delivery. At year end, the Company, based on its tracking systems classifies the ongoing
shipments in transit into stages of delivery (first mile, linehaul, last mile) and is recognised using the input method,
specifically based on the cost incurred relative to the total expected cost as they are satisfied over the contract term,
which generally represents the transit period including the incomplete trips at the reporting date.

(g) Leases

The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments
of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to
reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to
the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have
to pay'', which requires estimation when no observable rates are available or when they need to be adjusted to reflect
the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market
interest rates) when available and is required to make certain entity-specific estimates.

31. Operating Segments

The primary reporting of the Company has been performed on the basis of business segment. Based on the ""management
approach"" as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker (''CODM'') i.e. Chief Executive
Officer of the Company, being the CODM has evaluated of the Company''s performance at an overall level as one segment
which is ''Logistics Services'' that includes warehousing, last mile logistics, designing and deploying logistics management
systems, logistics and supply chain consulting/advice, inbound/procurement support and operates in a single business
segment based on the nature of the services, the risks and returns, the organization structure and the internal financial
reporting systems. Accordingly, the figures appearing in these financial statements relate to the Company''s single business
segment. The Company has significant operations based in India, hence there are no reportable geographical segments
in standalone financial statements.

32. Gratuity and other post-employment benefit plans
(a) Gratuity

The Company has a defined benefit gratuity plan. The gratuity plan of India is governed by the Payment of Gratuity Act, 1972.
Under the Act, employees who are in continuous service of five years are entitled to specific benefit. The level of benefits
provided depends on the employees length of service and salary at retirement age. The gratuity plan is an unfunded plan
and the Company does not make contribution to recognised funds.

A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price
risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and
borrowings, deposits. The Company has in place appropriate risk management policies to limit the impact of these
risks on its financial performance. The Company ensures optimisation of cash through fund planning and robust
cash management practices.

i) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. As majority of the financial assets and liabilities of the Company are
either non-interest bearing or fixed interest bearing instruments, the Company''s net exposure to interest risk
is negligible.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The entire revenue and majority of the expenses of the Company
are denominated in Indian Rupees. Management considers currency risk to be low and does not hedge its
currency risk. As variations in foreign currency exchange rates are not expected to have a significant impact
on the results of operations, a sensitivity analysis is not presented.

B) Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The
Company is exposed to credit risk from its operating activities (primarily trade receivables and unbilled
receivable) and from its financing activities, including deposits with banks and financial institutions and other
financial instruments. Trade receivables are typically unsecured and are derived from revenue earned from
customers primarily located in India. Credit risk has always been managed by the Company through credit
approvals and continuously monitoring the credit worthiness of customers to which the Company grants
credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses
expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to
compute the expected credit loss allowance for trade receivables. The provision matrix takes into account
available external and internal credit risk factors such as the Company''s historical experience for customers.
The Company has established an allowance for impairment that represents its expected credit losses in respect of
trade and other receivables. The management uses a simplified approach for the purpose of computation of expected
credit loss for trade receivables and 12 months expected credit loss for other receivables. An impairment analysis
is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor
receivables are combined into homogenous categories and assessed for impairment collectively. The calculation
is based on historical data of actual losses. Further 100% allowance has been provided as per expected credit loss
for trade receivable having ageing more than 3 year.

(C) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the
same geographical region, or have economic features that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative
sensitivity of the Company''s performance to developments affecting a particular industry. In order to avoid excessive
concentrations of risk, the Company''s policies and procedures include specific guidelines to focus on the maintenance
of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

The Company''s largest customer accounted for approximately 17.87% (March 31, 2024: 17.93%) of net sales for
year ended.

(D) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate
liquidity risk management framework for the management of the Company''s short, medium and long-term funding
and liquidity management requirements. The Company''s principal sources of liquidity are cash and cash equivalents
and the cash flow that is generated from operations. The Company manages liquidity risk by maintaining adequate
cash reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.

38. Share-based payments

The Company provides share-based payment schemes to its employees. During the year ended March 31,2025 and March
31, 2024, four employee stock option plan (ESOP) and one stock appreciation plan were in existence. The relevant details
of the schemes and the grant are as below:

General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

On September 28, 2012, the board of directors approved the Delhivery Employees Stock Option Plan, 2012 for issue of
stock options to the key employees and directors of the Company. According to the Scheme 2012, it applies to bona fide
confirmed employees/directors and who are in whole - time employment of the Company and as decided by the board of
directors of the Company or appropriate committee of the board constituted by the board from time to time. The options
granted under the Scheme shall vest not less than one year and not more than four years from the date of grant of options.
Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the equity
shares arising on exercise of such options shall not be subject to any lock-in period.

37.4Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all
other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital
management is to maximise the shareholder value.

The Company''s objectives when managing capital are to:

• Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders; and

• Maintain an optimal capital structure to reduce the cost of capital.

The Company monitors capital by regularly reviewing the capital structure. As a part of this review, the Company considers
the cost of capital and the risks associated with the issued share capital. In the opinion of the Directors, the Company''s
capital risk is low.

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative
of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a
period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

Delhivery Employees Stock Option Plan - II, 2020

The Plan has been formulated and approved on January 25, 2021 by the Board of Directors ("Board") and approved on
February 01, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan came into force on February 01,
2021 and shall continue to be in force until - (i) its termination by the Board; or (ii) the date on which all of the Options
available for issuance under the Plan have been Exercised.

During the year ended March 31, 2023, Company has granted 25,90,000 stock options convertible into equity shares
vesting of which is milestone base.

During the year ended March 31, 2022, Company has granted 76,00,000 stock options convertible into equity shares out
of which vesting of 25,00,000 stock options is time based and 51,00,000 is milestone based. Vesting of these options is
dependent upon the listing of the Company on recognised stock exchange therefore, ESOP expense pertaining to these
options will recognised in books after listing of company. Accordingly, when Company got listed on May 24, 2022, vesting
of these options has commenced for these stock options.

During the year ended March 31, 2025, the Company has recognised expense of ? 1,137.33 million (March 31, 2024:
? 2,116.68 million).

Delhivery Stock Appreciation Right Plan, 2023 (Sars)

The plan has been formulated and approved on November 15, 2023. The plan shall be deemed to have come into force
on December 01, 2023 and shall continue to be in force until -

(i) its termination by the Board; or

(ii) the date on which all of the options available for issuance under the plan have been exercised.

The right granted under the plan shall vest as per terms specified in the Rights Agreement or Grant Letter between
each Employee and the Company/Group Company, unless determined otherwise by the Nomination and Remuneration
Committee from time to time. Any remaining unvested rights that have not vested in accordance with this sub-clause
shall automatically lapse. The vesting date or conditions for vesting shall be specified in the right agreement or grant
letter between each eligible employee and the Company, unless determined otherwise by from time to time.

Each right entitles the holder thereof to receive cash payment equal to the market value of one share as on the date of
exercise of such vested rights less the exercise price of such Right.

42. The Company has not earned net profit in three immediately preceding financial years, therefore, there was no amount
as per Section 135 of the Act which was required to be spent on CSR activities in each of the respective financial years by
the Company.

43. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However,
the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been
issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in
the period the Code becomes effective.

(a) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(ii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.

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

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

(v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.

(vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

45. Disclosure under Rule 11(e) of Companies (Audit & Auditors) Rules 2014

Following are the details of the funds advanced by the Company to Intermediaries for further advancing to the
ultimate beneficiaries:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(b) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries,

46 (i) The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable loses.

46 (ii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

47. The Ministry of Corporate Affairs (MCA) introduced certain requirements, where accounting software(s) used by the
Company should have a feature of recording audit trail of each and every transaction (effective April 01, 2023). The
Company has an IT environment which is adequately governed with General information technology controls (GITCs)
for financial reporting process and the Company has assessed all of its IT applications that are relevant for maintaining
books of accounts.

The Company has used accounting software(s) for maintaining its books of account for the year ended March 31, 2025
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software.

The Company has not noted any tampering of the audit trail feature in respect of the software for which the audit trail
feature was operating. Additionally, the audit trail that was enabled and operated for the year ended March 31, 2024, has
been preserved by the Company as per the statutory requirements for record retention.

48. Impairment testing of subsidiaries

The Company has made long-term strategic investments in certain subsidiary companies, which are in their initial/
developing stage of operation and would generate growth and returns over a period of time. These subsidiaries have
incurred significant expenses for building the market share and operations which have added to the losses of these
entities. The parent has committed to provide support to each of its subsidiaries in the event they are unable to meet
their individual liabilities. Owing to the losses incurred by Spoton Logistics Private Limited and Delhivery Freight Services
Private Limited, the Company carried out an impairment assessment basis fair value of the entity determined by a valuer
using discounted future cashflows approach. Based on the review of the performance and future plan of the subsidiary
companies, the Company concluded that no impairment except as disclosed in note 28 is required as on March 31, 2025.
The same was noted by the Audit Committee and the Board.

During the year ended March 31, 2025 and March 31,2024, the Company conducted impairment tests of its investments in
subsidiaries. The recoverable value of the investments in subsidiaries are estimated using Discounted cash flow method
("DCF"). The significant unobservable inputs used in the estimation of recoverable value together with a quantitative
sensitivity analysis as at March 31, 2025 and March 31, 2024 are as shown below:

49. Merger of Spoton entities with Delhivery

The Board of Directors of the Company in its meeting held on February 02, 2024 approved a scheme of amalgamation
between Spoton Logistics Private Limited, Spoton Supply Chain Solutions Private Limited and the Company under Section
230-232 of the Companies Act, 2013. The scheme been filed with Hon''ble National Company Law Tribunal (NCLT) and
is currently pending approval. Pending receipts of the regulatory approvals, no effect of the proposed merger has been
given in the consolidated financial results for the year ended March 31, 2025. The Company shall account for the merger
in accordance with the applicable Indian Accounting Standards once the scheme becomes effective.

50. On April 05, 2025 the Board of Directors have approved the acquisition of shares equivalent to at least 99.4% of the issued
and paid up share capital, on a fully diluted basis, of Ecom Express Limited ("Ecom"), for a purchase consideration not
exceeding ? 14,070.00 million. Post completion of such acquisition, Ecom will become a subsidiary of the Company. The
transaction is subject to regulatory approvals.

51. Utilisation of IPO funds

During the year ended March 31, 2023, the Company has completed its Initial Public Offer (IPO) of 10,74,97,225 equity
shares of face value ? 1 each at an issue price of ? 487 per share (including a share premium of ? 486 per share). The issue
comprised of a fresh issue of 8,21,37,328 equity shares out of which, 8,21,02,165 equity shares were issued at an offer
price of ? 487 per equity share to all allottees and 35,163 equity shares were issued at an offer price of ? 462 per equity
share, after a discount of ? 25 per equity share to the employees (inclusive of the nominal value of ? 1 per equity share)
aggregating to ? 40,000 million and offer for sale of 2,53,59,897 equity shares by selling shareholders aggregating to ?
12,350.00 million. Pursuant to IPO, the equity shares of the Company were listed on National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) on May 24, 2022.

Net proceeds which were unutilised as at March 31, 2025 were temporarily invested in fixed deposits.

*During the year ended March 31,2024, unutilised IPO issue expense of f 160.03 million has been transferred to Net IPO proceeds, thereby increasing
it from f 38,703.00 million to f 38,863.03 million and earmarked for General Corporate Purposes in accordance with the objects of the Offer.

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Mar 31, 2024

p) Provisions and Contingent liabilities

i) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

ii) Contingent liabilities

Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or nonoccurrence of one are more uncertain future events

not wholly within the control of the company, or is a present obligation that arises from past event but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made. Contingent liabilities are disclosed and not recognised.

iii) Decommissioning liability ("Asset retirement obligation")

The Company records a provision for decommissioning costs of leasehold premises. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognised as part of the cost of the particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognised in the statement of profit and loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

q) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement:

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset''s contractual cash flow characteristics and the Company''s business model for managing them.

All financial assets are recognised initially at fair value plus, (in the case of financial assets not recorded at fair value through consolidated statement of profit or loss,) transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss expensed off in the statement of profit & loss. Trade receivable that does not contain a significant financing component are measured at transaction price.

I n order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ''solely payments of principal and interest (SPPI)'' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Company''s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent Measurement

Debt instruments: Subsequent measurement of debt instruments depends on the group''s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

A) Amortised cost: Assets that are held for collection of contractual cash flows those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition, and impairment losses (if any) are recognised directly in profit or loss. The Group''s financial assets subsequently measured at amortised cost includes trade receivables, loans and certain other financial assets etc.

B) Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets'' cash flows represent

solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss.

C) Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through Profit or loss is recognised in profit or loss.

Equity instruments

The Company subsequently measures all equity investments in scope of Ind AS 109 at fair value, with net changes in fair value recognised in statement of profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e. removed from the Company''s balance sheet) when:

i) The rights to receive cash flows from the asset have expired, or

ii) The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognise the transferred asset to the extent of the company''s continuing involvement. In that case, the company also recognises an associated liability. The transferred asset

and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

i) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits and bank balance

ii) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115.

The Company follows ''simplified approach'' for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

ECL is the difference between all contractual cash flows that are due to the company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:

i) All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial

instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.

i i) Cash flows from the sale of collateral held or

other credit enhancements that are integral to the contractual terms.

As a practical expedient, the company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head ''other expenses'' in the P&L. The balance sheet presentation for various financial instruments is described below:

Financial assets measured as at amortised cost, contractual revenue receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets writeoff criteria, the company does not reduce impairment allowance from the gross carrying amount.

For assessing increase in credit risk and impairment loss, the company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit and loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The company''s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at amortised cost (Loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit and loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognised in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified,

such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

r) Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or cash-generating unit''s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company''s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the company extrapolates cash flow projections in the budget using a steady or declining growth rate for

subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

Impairment losses are recognised in the statement of profit and loss.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset''s or CGU''s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset''s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

s) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

t) Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts (if any) as they are considered an integral part of the company''s cash management.

u) Events occurring after the balance sheet date

Based on the nature of the event, the company identifies the events occurring between the balance sheet date and the date on which the Standalone Financial Statements are approved as ''Adjusting Event'' and ''Non-adjusting event''. Adjustments to assets and liabilities are made for events occurring after the balance sheet date that provide additional information materially affecting the determination of the amounts relating to conditions existing at the balance sheet date or because of statutory requirements or because of their special nature. For non-adjusting events, the company may provide a disclosure in the Standalone Financial Statements considering the nature of the transaction.

2(a) - New and amended standards

(a) The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated March 31, 2023 to amend the following Ind AS which are effective for annual periods beginning on or after April 01, 2023. The Company applied these amendments for the first-time.

(i) Definition of Accounting Estimates -Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates. The amendments had no impact on the Company''s Standalone Financial Statements.

(ii) Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities

to disclose their ''significant'' accounting policies with a requirement to disclose their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments have had an minimal impact on the Company''s disclosures of accounting policies, and no impact on the measurement, recognition or presentation of any items in the Company''s Standalone Financial Statements.

(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases. The Company previously recognised for deferred tax on leases on a net basis. As a result of these amendments, the Company has recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use assets. Since, these balances qualify for offset as per the requirements of Ind AS 12, there is no impact in the statement of balance sheet.

2(b) - Standards notified but not yet effective

There are no standards that are notified and not yet

effective as on the date.

15 (b) Nature and purpose of reserves Retained earning

Retained earnings are the loss that the Company has incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company and eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Business transfer adjustment reserve

Business transfer adjustment reserve is arising on common control business combinations accounting.

Exchange differences on translating the financial statements of a foreign operation

Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.

Share based payment reserve

The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

31. Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(a) Share-based payments

Employees of the company receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company''s best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognised in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

(b) Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality table. The mortality table tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Further details about gratuity obligations are given in note 32.

(c) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(d) Useful Life of property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment loss, if any. Such cost includes the cost of replacing part of the plant and equipment. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

Depreciation on all property plant and equipment are provided on a written-down value method based on the estimated useful life of the asset. The management has estimated the useful lives and residual values of all property, plant and equipment and adopted useful lives based on management''s assessment of their respective economic useful lives. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of purchase of the assets. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on Derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

(e) Impairment of investments in subsidiaries

The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for. Company computes the recoverable value of investment by combining the similar business, which aligns with evaluating the overall performance and financial health on combined basis, rather than dissecting it into individual entities. Company estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The assumption of discount rate and terminal growth rate used for the CGU''s represent the weighted average cost of capital based on the historical market returns of comparable companies and industry growth rate respectively.

(f) Loss allowance on trade receivables:

Provision for expected credit losses of trade receivables and contract assets. The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision matrix is initially based on the Company''s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product, purchasing managers'' index, industrial production) are expected to deteriorate over the next year which can lead to an increased number of defaults in the multiple sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company''s historical credit loss experience and forecast of economic conditions may also not be representative of customer''s actual default in the future. The information about the ECLs on the Company''s trade receivables and contract assets is disclosed in Note 7. The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

(g) Revenue Reconginition (Ind AS 115)

The allocation of the transaction price over timing of satisfaction of performance obligation:

Under the revenue recognition standard Ind AS 115 revenue has been recognised when control over the services transfers to the customer i.e., when the customer has the ability to control the use of the transferred services provided and generally derive their remaining benefits. The revenue from logistics service is recognised over a period of time.

The Company has recognised the revenue in respect of undelivered shipments to the extent of completed activities undertaken with respect to delivery. At year end, the Company, based on its tracking systems classifies the ongoing shipments in transit into stages of delivery (first mile, linehaul, last mile) and applies estimated percentage of service completion to recognise revenue which is calculated on the basis of number of days the shipment has been in transit from the pickup date till reporting date as a percentage of average days taken to deliver these shipments from the pickup date.

(h) Leases

The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay'', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

32. Gratuity and other post-employment benefit plans

(a) Gratuity

The Company has a defined benefit gratuity plan. The gratuity plan of India is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who are in continuous service of five years are entitled to specific benefit. The level of benefits provided depends on the employees length of service and salary at retirement age. The gratuity plan is an unfunded plan and the Company does not make contribution to recognised funds.

The following tables summarise the components of net benefit expense recognised in the standalone statement of profit and loss and amounts recognised in the standalone statement of assets and liabilities for the Gratuity:

36.1 Assets Acquisition

(a) Acquisition during the year ended March 31, 2023

On December 19, 2022, the company has entered into assets purchase agreement with the promoters of Algorhythm Tech Private Limited and has paid non-compete fees amounting to I 67.70 million. The same has been accounted as other intangible assets.

36.2 Business Combination

a) Acquisition of Algorhythm Tech Private Limited ("Algorhythm)

During the year ended March 31, 2023 the Company acquired 100% investment in Algorhythm Tech Private Limited (Company engaged in intelligent, connected planning & optimisation solutions for Supply Chain) for a consideration of I 81.36 million vide share purchase agreement dated December 19, 2022. Post the completion of acquisition Algorhythm Tech Private Limited has become 100% subsidiary of Delhivery limited w.e.f January 13, 2023.

36.3 Investment in Associate

a) The company has made investment in FALCON AUTOTECH Private Limited (Company engaged in the autotech business) for a consideration of I 2,518.94 million vide share purchase agreement dated December 31, 2021. Upon closure of transaction on January 04, 2022, FALCON AUTOTECH Private Limited has become an associate of the Company. Further On November 09, 2023, the Company has acquired additional stake in Falcon Autotech Private Limited (associate) for a consideration of I 500.40 million taking the total stake to 40.98% (non-diluted basis).

37.1 Fair Values

Financial instruments by category

The carrying value and fair value of financial instruments by categories as of March 31, 2024 were as follows:

37.3 Financial risk management objectives and policies Financial risk management Financial risk factors

The Company''s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimise potential Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer.

A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits. The Company has in place appropriate risk management policies to limit the impact of these risks on its financial performance. The Company ensures optimisation of cash through fund planning and robust cash management practices.

i) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As majority of the financial assets and liabilities of the Company are either non-interest bearing or fixed interest bearing instruments, the Company''s net exposure to interest risk is negligible.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The entire revenue and majority of the expenses of the Company are denominated in Indian Rupees.

Management considers currency risk to be low and does not hedge its currency risk. As variations in foreign currency exchange rates are not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

(B) Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and unbilled receivable) and from its financing activities, including deposits with banks and financial institutions and other financial instruments. Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India. Credit risk has always been managed by the Company through credit approvals and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as the Company''s historical experience for customers.

The company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12 months expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses.

(C) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Company''s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

The Company''s largest customer accounted for approximately 17.93% (March 31, 2023: 18.38%) of net sales for year ended.

(D) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity management requirements. The company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company manages liquidity risk by maintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company provides share-based payment schemes to its employees. During the year ended March 31, 2024 and March 31, 2023, four employee stock option plan (ESOP) and one stock appreciation plan were in existence. The relevant details of the schemes and the grant are as below:

General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

On September 28, 2012, the board of directors approved the Delhivery Employees Stock Option Plan, 2012 for issue of stock options to the key employees and directors of the company. According to the Scheme 2012, it applies to bona fide confirmed employees/directors and who are in whole - time employment of the company and as decided by the board of directors of the company or appropriate committee of the board constituted by the board from time to time. The options granted under the Scheme shall vest not less than one year and not more than four years from the date of grant of options. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the equity shares arising on exercise of such options shall not be subject to any lock-in period.

The primary reporting of the Company has been performed on the basis of business segment. Based on the "management approach" as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker (''CODM'') i.e. Chief Executive Officer of the Company, being the CODM has evaluated of the Company''s performance at an overall level as one segment which is ''Logistics Services'' that includes warehousing, last mile logistics, designing and deploying logistics management systems, logistics and supply chain consulting/advice, inbound/procurement support and operates in a single business segment based on the nature of the services, the risks and returns, the organisation structure and the internal financial reporting systems. Accordingly, the figures appearing in these financial statements relate to the Company''s single business segment. The Company has significant operations based in India, hence there are no reportable geographical segments in standalone financial results.

- Further except to the transaction mentioned above:

(a) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(b) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries,

46 (ii). The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loses.

46(iii) . There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

47(a). The management has maintained proper books of account as required by law except for keeping backup on daily basis of such books of account maintained in electronic mode in a server physically located outside India. Further, During the year and subsequent to the year-end, the Company has also started taking daily back-up of applications in a server physically located in India.

47(b). Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated March 24, 2021 (amended from time to time) in reference to the proviso to Rule 3 (1) of the Companies (Accounts) Amendment Rules, 2021, introduced the requirement, where a company used an accounting software, of only using such accounting software w.e.f April 01, 2023 which has a feature of recording audit trail of each and every transaction.

The Company has assessed all of its IT applications including supporting applications considering the guidance provided in "Implementation guide on reporting on audit trail under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)" issued by the Institute of Chartered Accounts of India in February 2024, and identified applications that are relevant for maintaining books of accounts. The Company has an IT environment which is adequately governed with General information technology controls (GITCs) for financial reporting process.

In respect of the primary accounting software and certain inhouse developed software, audit trail was not enabled at the database level to log any direct data changes throughout the year.

In respect of another software used for maintenance of payroll records whose database is maintained by a third party software service provider, the Company is in the discussion with the third party service provider to implement audit trail feature at database level.

48. Impairment testing of subsidiaries

The Company has made long term strategic investments in certain subsidiary companies, which are in their initial/ developing stage of operation and would generate growth and returns over a period of time. These subsidiaries have incurred significant expenses for building the market share and operations which have added to the losses of these entities. The parent has committed to provide support to each of its subsidiaries in the event they are unable to meet their individual liabilities. Owing to the losses incurred by Spoton Logistics Private Limited and Delhivery Freight Services Private Limited, the Company carried out an impairment assessment basis fair value of the entity determined by a valuer using discounted future cashflows approach. Based on the review of the performance and future plan of the subsidiary companies, the Company concluded that no impairment is required as on March 31, 2024. The same was noted by the Audit Committee and the Board.

During the year ended March 31,2024 and March 31,2023, the Company conducted impairment tests of its investments in subsidiaries. The recoverable value of the investments in subsidiaries are estimated using Discounted cash flow method ("DCF"). The significant unobservable inputs used in the estimation of recoverable value together with a quantitative sensitivity analysis as at March 31, 2024 and March 31, 2023 are as shown below:

51. Utilisation of IPO funds

During the previous year ended March 31, 2023, the Company has completed its Initial Public Offer (IPO) of 107,497,225 equity shares of face value I 1 each at an issue price of I 487 per share (including a share premium of I 486 per share). The issue comprised of a fresh issue of 82,137,328 equity shares out of which, 82,102,165 equity shares were issued at an offer price of I 487 per equity share to all allottees and 35,163 equity shares were issued at an offer price of I 462 per equity share, after a discount of I 25 per equity share to the employees (inclusive of the nominal value of I 1 per equity share) aggregating to I 40,000 million and offer for sale of 25,359,897 equity shares by selling shareholders aggregating to I 12,350.00 million. Pursuant to IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May 24, 2022.

49. Merger of Spoton entities with Delhivery

The Board of Directors in its meeting conducted on February 02, 2024 had approved the scheme of merger of Spoton Logistics and Spoton Supply Chain into Delhivery (collectively referred to as Companies). Companies had filed merger application to National Company Law Tribunal (''NCLT'') on March 30, 2024.

50. The Comparative financial information of the Company for the year ended March 31, 2023 prepared in accordance with Ind AS included in this financial statement have been audited by predecessor auditor.

Net proceeds which were unutilised as at March 31, 2024 were temporarily invested in fixed deposits.

*During the year ended March 31, 2024, unutilised IPO issue expense of I 160.03 million has been transferred to Net IPO proceeds, thereby increasing it from I 38,703.00 million to I 38,863.03 million and earmarked for General Corporate Purposes in accordance with the objects of the Offer.

As per our report of even date attached

For Deloitte Haskins & Sells LLP For and on behalf of the board of directors of

Chartered Accountants Delhivery Limited (formerly known as Delhivery Private Limited)

Firm registration number: 117366W/W-100018

Vikas Khurana Kapil Bharati Sahil Barua

Partner Executive Director and Managing Director and

Chief Technology Officer Chief Executive Officer

Membership No. 503760 DIN: 02227607 DIN: 05131571

Place: Goa Place: Goa

Amit Agarwal Madhulika Rawat

Chief Financial Officer Company Secretary

FCS-8765

Place: Gurugram Place: Gurugram Place: Goa

Date: May 17, 2024 Date: May 17, 2024 Date: May 17, 2024

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Mar 31, 2023

Liquidation

The holders of each series of Investor securities (other than sale shares) shall be entitled to be paid and otherwise receive distributions out of the liquidation proceeds, on a pari passu basis and prior to any payment or other distribution to any holders of Equity shares.

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(e) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, please refer note 38.

(f) During the year ended March 31, 2021 the Company had issued 38,701 equity shares of face value of '' 10 each to certain individuals at an issue price of '' 18,965 per Equity Share (including premium of '' 18,955 per Equity Share). In accordance with the terms of issue, '' 2,000 was received from the concerned allottees on application and shares were allotted. Further on September 24, 2021, company has received remaining issue money of '' 16,965 per share.

b) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 1 per share. Each holder of equity shares Is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Terms/rights attached to Instruments entirely equity in nature

The Company had issued 1,32,779 and 1,58,888 Series A Cumulative Compulsorily Convertible Preference Shares (''CCCPS'') of '' 10 each fully paid-up at a premium of '' 215.94 per share on April 30, 2012 and November 01, 2012 respectively, Series B - 4,48,719 CCCPS of '' 100 each fully paid-up at a premium of '' 680 per share on September 26,

2013, Series C - 4,78,434 CCCPS of '' 100 each fully paid-up at a premium of '' 2,164.20 per share on September 09,

2014, Series D - 6,53,551 CCCPS of '' 100 each fully paid-up at a premium of '' 7,650 per share on May 08, 2015, Series D1 - 48,531 CCCPS of '' 100 each fully paid-up at a premium of '' 9,959 per share on October 17, 2016, Series E - 6,40,911, 160,228 CCCPS of '' 100 each fully paid-up at a premium of '' 10,747 per share on March 22, 2017 and May 17, 2017 respectively, Series F 14,57,694 shares of '' 100 each fully paid at a premium of '' 19,726 per share on March 7, 2019 and March 29, 2019, Series H 5,63,349 shares of '' 100 fully paid up at a premium of '' 35,555 per share on May 31, 2021 and Series I 1,46,961 shares of '' 100 fully paid up at a premium of '' 37,900 per share on September 02, 2021 respectively.

During the previous year, Board of Directors of the Company at its meeting dated January 13, 2022, have approved the conversion of 42,50,045 Cumulative Compulsorily Convertible Preference Shares (CCCPS) having a face value of '' 100 each into 42,50,04,500 Equity Shares having a face value of '' 1 each of the Company (in the ratio of 100:1 i.e. 100 equity shares of '' 1 each against one CCCPS of '' 100 each).

Voting Rights

The Investor shall have right to vote pro-rata to their shareholding.

* In the previous year, On September 27, 2021, the Company had issued bonus shares in the ratio of 9:1 to the existing equity shareholders. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) was made and the conversion ratio accordingly stood adjusted to 10:1 i.e. 10 Equity Shares of '' 10 each for every 1 CCCPS of '' 100 each held by such CCCPS holder, pursuant to such bonus issuance. Further, stock options outstanding (vested, unvested including lapsed and forfeited options available for reissue) were to be proportionately adjusted and the number of options which are available for grant and those already granted but not exercised as on Record Date will also be appropriately adjusted.

Similarly, On September 29, 2021, the Company had sub divided each equity shares having a face value of '' 10 each into 10 equity shares having a face value of '' 1 each. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) were made to reflect the impact of such sub-division. Therefore, stock options outstanding (vested, unvested including lapsed and forfeited options available for reissue) were to be proportionately adjusted and the number of options which are available for grant and those already granted but not exercised as on Record Date will also be appropriately adjusted.

Accordingly, during the year ended March 31, 2023 and March 31, 2022, the Company had issued bonus shares of '' 3.95 million (no. of bonus shares 395,059) and '' 176.57 million (no. of bonus shares 17,656,835) respectively.

15 (b) Nature and purpose of reserves Retained earning

Retained earnings are the loss that the Company has incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company and eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Business transfer adjustment reserve

Business transfer adjustment reserve is arising on common control business combinations accounting.

Exchange differences on translating the financial statements of a foreign operation

Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.

Share-based payment reserve

The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

(a) Vehicle Loans carries interest @6.50% to 8.75% (March 31, 2022: 6.51% to 9.55%) per annum and are repayable in 36 to 37 equated monthly instalments of '' 0.004 million (March 31, 2022: '' 0.02 million) to '' 0.25 million (March 31, 2022: '' 0.25 million) along with interest. The loan is secured by hypothecation of respective vehicles.

(b) Loan has been availed from Axis Bank carrying interest rate @ One year MCLR 0.30% p.a. and One year MCLR 0.15% p.a. ranging 7% to 8% and was repayable in 48 equated monthly instalments (remaining instalment 23 as on March 31, 2022) of '' 20.83 million and '' 31.25 million plus interest thereon respectively. The loan was secured by a first charge over certain of the Company''s movable property (not being pledge) and fixed deposits/Cash deposits.

During the year ended March 31, 2023, Company has settled outstanding secured bank loan on January 05, 2023 and has obtained no dues certificate from the bank.

(c) Bill discounting facility has been availed from HDFC bank carrying floating rate of interest of 3 months MCLR plus 0.55% ranging from 7.55% to 7.82% on March 31, 2022. The facility is on the bills underlying raised with the respective principals. There was no payable amount against the facility availed as on March 31, 2023. Further Bill discounting facility has been availed from Axis bank carrying floating rate of interest of 3 months MCLR plus 0.40% ranging from 7.30% to 7.85% on March 31, 2022. The facility is on the bills underlying raised with the respective principals. The bill discounting is secured by lien on fixed deposits/cash deposit. There was no payable amount against the facility availed as on March 31, 2023.

(d) During the year ended March 31, 2021, 46,441 (0.001% Series G) Compulsorily Convertible Preference Shares (CCPS), having a face value of '' 100 (Rupees One Hundred Only) each have been issued during the year at an issue price of '' 22,615; called and paid up '' 10. The rights exercised by the holder shall be in accordance with applicable laws i.e. exercisable to the extent of amount paid up. The Board shall make calls upon the holders of the Series G CCPS in respect of monies unpaid on the Series G CCPS (whether on account of the nominal value of the shares or premium), as and when it deems fit. After the Series G CCPS are fully paid-up, it will convert into equity shares of the Company, based on the conversion ratio based on share price multiple of Series F price, upon occurrence of a liquidation event or listing of securities of the Company on a recognised stock exchange.

Each Series G CCPS holder shall have the right to vote on all matters considered at a general meeting of the shareholders of the Company.

(i) which directly affect the rights attached to the Series G CCPS;

(ii) in connection with the winding up of the Company;

(iii) in connection with the repayment or reduction of the equity or preference share capital of the Company.

Based on terms of the agreement and its evaluation under Ind AS 32, the Series G CCPS were classified as financial instrument in the nature of financial liability designated to be measured at fair value through profit or loss at each reporting date until these Series G CCPS are converted into equity shares and accordingly these were classified as financial liability under borrowing.

During the previous year ended March 31, 2022, the Company has called up and received money for 46,441 shares of '' 90 per share. On September 24, 2021 Series G CCPS has been converted into equity shares in ratio 2.5:1 accordingly 46,441 CCPS were converted to 1,16,103 Equity Share of '' 10 each fully paid up. Prior to conversion, fair value loss has been recognised through financial statements of profit and loss and is disclosed as "Fair value loss on financial liability at fair value through profit and loss" of '' 2,997.39 million (refer note 37.2 (b)) for the year ended March 31, 2022.

The weighted average number of shares takes into account the weighted average effect of changes in Compulsorily Convertible Preference Shares during the year.

On September 27, 2021, the Company issued bonus shares in the ratio of 9:1 to the existing equity shareholders. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made and the conversion ratio accordingly stands adjusted to 10:1 i.e. 10 Equity Shares of '' 10/- each for every 1 CCCPS of '' 100 each held by such CCCPS holder, pursuant to such bonus issuance.

On September 29, 2021, the Company has sub divided equity shares having a face value of '' 10 each into 10 equity shares having a face value of '' 1 each. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made to reflect the impact of such sub-division.

The Board of Directors of the Company at its meeting dated January 13, 2022, have approved the conversion of 42,50,045 Cumulative Compulsorily Convertible Preference Shares (CCCPS) having a face value of '' 100 each into 42,50,04,500 Equity Shares having a face value of '' 1 each of the Company (in the ratio of 100:1 i.e. 100 equity shares of '' 1 each against one CCCPS of '' 100 each).

The impact of the above has been considered in the calculation of Basic and Diluted Loss per equity share.

31. Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Share-based payments

Employees of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognised in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality table. The mortality table tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Further details about gratuity obligations are given in note 32.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Useful Life of property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment loss, if any. Such cost includes the cost of replacing part of the plant and equipment. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Capital work-in-progress is stated at cost, net of accumulated impairment loss, if any.

Depreciation on all property plant and equipment are provided on a written-down value method based on the estimated useful life of the asset. The management has estimated the useful lives and residual values of all property, plant and equipment and adopted useful lives based on management''s assessment of their respective economic useful lives. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of purchase of the assets. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on Derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Impairment of investments in subsidiaries

The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

Impairment of goodwill

The Company estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU''s represent the weighted average cost of capital based on the historical market returns of comparable companies.

Loss allowance on trade receivables:

Provision for expected credit losses of trade receivables and contract assets. The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e. by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance). The provision matrix is initially based on the Company''s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e. gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company''s historical credit loss experience and forecast of economic conditions may also not be representative of customer''s actual default in the future. The information about the ECLs on the Company''s trade receivables and contract assets is disclosed in Note 7. The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Business combinations

During the year ended March 31, 2023 and March 31, 2022, the Company had made an acquisition (refer Note 36.2). The assets acquired were recognised at fair value at the date of acquisition. Goodwill was recognised as the remaining portion of the purchase price that was not allocated to the acquired assets as part of the purchase price allocation. To determine the fair values of individual assets acquired including property, plant and equipment, non-compete and customer relationships, complex valuation models based on assumptions were used. This measurement was dependent on estimates of future cash flows as well as the cost of capital applied.

Assets Acquisitions

During the year ended March 31, 2023 and March 31, 2022, the Company had made an asset acquisition (refer note 36.1). The assets acquired were recognised at fair value at the date of acquisition. To determine the fair values of individual assets acquired including property, plant and equipment, non-compete and customer relationships, complex valuation models based on assumptions were used. This measurement was dependent on estimates of future cash flows as well as the cost of capital applied.

Revenue Recognition (Ind AS 115)

The allocation of the transaction price over timing of satisfaction of performance obligation: Under the revenue recognition standard Ind AS 115 revenue has been recognised when control over the services transfers to the customer i.e. when the customer has the ability to control the use of the transferred services provided and generally derive their remaining benefits. The revenue from logistics service is recognised over a period of time.

The Company has recognised the revenue in respect of undelivered shipments to the extent of completed activities undertaken with respect to delivery. At year end, the Company, based on its tracking systems classifies the ongoing shipments in transit into stages of delivery (first mile, linehaul, last mile) and applies estimated percentage of service completion to recognise revenue which is calculated on the basis of number of days the shipment has been in transit from the pickup date till reporting date as a percentage of average days taken to deliver these shipments from the pickup date.

Leases

The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay'', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

32. Gratuity plan

The Company has a defined benefit gratuity plan. The gratuity plan of India is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who are in continuous service of five years are entitled to specific benefit. The level of benefits provided depends on the employees length of service and salary at retirement age. The gratuity plan is an unfunded plan and the Company does not make contribution to recognised funds.

The Company has several lease contracts that Include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company''s business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised and has assessed that the Company Is reasonably certain to exercise the extension options, while not exercising the termination option. Accordingly, there are no undiscounted potential future rental payments relating to periods following the exercise date of extension and termination options that are not included in the lease term.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

The effective interest rate for lease liabilities based on the duration of leases is -0 - 36 months - 7.85% p.a. (March 31, 2022: 7.50% p.a. )

37 - 72 months - 8.15% p.a. (March 31, 2022: 8.00% p.a.)

73 months & Above - 8.75% p.a. (March 31, 2022: 8.25% p.a.)

Rental expense recorded for short-term leases was '' 2,664.86 million in the year ended March 31, 2023 (March 31, 2022: '' 1,428.22 million).

34. Commitments and contingencies A. Capital and other commitments
a) Capital commitment (net of advances) as on March 31, 2023 Is '' 1,562.64 million ( March 31, 2022: 1,532.15 million).
B. Contingent Liability:
Particulars	As at	As at
	March 31, 2023	March 31, 2022
Claims against the Company not acknowledged as debts
Tax matter in appeal : Income Tax	344.92	344.92
* The claims against the Company comprises of:

The Company received Assessment Order dated December 26, 2018 for FY 2015-2016 i.e. A.Y 2016-17 wherein the Assessing Officer (AO) raised Income tax demand of '' 1,835.7 million under Income Tax Act, 1961. The Company has filed appeal in respect of the above demand which Is pending at Commissioner of Income Tax (Appeals). The Company filed rectification petition under Section 154 of the IT Act, wherein the Company was allowed to set-off business loss and unabsorbed depreciation and demand was revised to '' 344.9 million accordingly vide order dated September 15, 2021.

The Company has assessed that it Is only possible, but not probable, that outflow of economic resources will be required and hence these demands have been disclosed as contingent liability.

C. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Company has made a provision on a prospective basis from the date of the SC order. The Company will update its provision, on receiving further clarity on subject.

36.1 Assets Acquisition

(a) Acquisition during the year ended March 31, 2023

On December 19, 2022, the Company has entered into assets purchase agreement with the promoters of Algorhythm Tech Private Limited and has paid non-compete fees amounting to '' 67.70 million. The same has been accounted as other intangible assets.

(b) Acquisition during the year ended March 31, 2022

As on July 15, 2021, the Company has entered into assets purchase agreement with FedEx Express Transportation and Supply Chain Services (India) Private Limited and Tnt India Private Limited, via tri-party agreement. Approval from Completion Commission of India (CCI) had been received as on November 23, 2021 and consideration of '' 1,864.27 million has been transferred to FedEx as on December 04, 2021.

36.2 Business Combination

a) Acquisition of Algorhythm Tech Private Limited ("Algorhythm)

During the year ended March 31, 2023, the Company acquired 100% investment in Algorhythm Tech Private Limited (Company engaged in intelligent, connected planning & optimisation solutions for Supply Chain ) for a consideration of '' 81.36 million vide share purchase agreement dated December 19, 2022. Post the completion of acquisition Algorhythm Tech Private Limited has become 100% subsidiary of Delhivery Limited w.e.f. January 13, 2023.

b) Acquisition of Spoton Logistics Private Limited ("Spoton")

During the year ended March 31, 2022 the Company acquired 100% investment in Spoton Logistics Private Limited (Company engaged in the domestic road business and Air business) for a consideration of '' 15,216.02 million vide share purchase agreement dated July 29, 2021. Post the completion of acquisition Spoton logistics Private Limited has become 100% subsidiary of Delhivery limited w.e.f. August 24, 2021.

The consideration includes '' 15,109.30 million paid in cash and '' 106.74 million discharged through replacement of ESOP awards to select ESOP holders of Spoton as part of the obligations undertaken by Delhivery as per the contractual arrangement entered between the parties upon the acquisition.

36.3 Investment in Associates

c) The Company has made 34.55% investment in FALCON AUTOTECH Private Limited (Company engaged in the autotech business) for a consideration of '' 2,518.94 million vide share purchase agreement dated December 31, 2021. Upon closure of transaction on January 04, 2022, FALCON AUTOTECH Private Limited has become an associate of the Company.

The following methods/assumptions were used to estimate the fair values:

i) The carrying value of trade receivables, cash and cash equivalents, trade payables, security deposits, lease liabilities and other current financial assets and other current financial liabilities measured at amortised cost approximate their fair value due to the short-term maturities of these instruments.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used does not reflect significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds is based on quoted market prices at the reporting date.

iv) Fair value of debt instruments is estimated based on discounted cash flows valuation technique using the cash flow projections, discount rate and credit risk.

v) Fair value of unquoted investment is based on valuation of subsequent fund raised.

Financial Assets

Investments in Unquoted preference shares (Boxseat Ventures Private Limited,) have been valued basis giving reference to the fund raised by Boxseat Ventures Private Limited subsequently on March 29, 2023, which was equivalent to the fund invested by the Company.

37.3 Financial risk management objectives and policies Financial risk management Financial risk factors

The Company''s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimise potential Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer.

A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits. The Company has in place appropriate risk management policies to limit the impact of these risks on its financial performance. The Company ensures optimisation of cash through fund planning and robust cash management practices.

i) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As majority of the financial assets and liabilities of the Company are either non-interest bearing or fixed interest bearing instruments, the Company''s net exposure to interest risk is negligible.

An increase in interest rate by 1% will result in increase in loss by '' 53.26 million (March 31, 2022: '' 118.67 million) and decrease in interest rate by 1% will result in decrease in loss by '' 40.77 million (March 31, 2022: '' 91.06 million).

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The entire revenue and majority of the expenses of the Company are denominated in Indian Rupees.

Management considers currency risk to be low and does not hedge its currency risk. As variations in foreign currency exchange rates are not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

(B) Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and unbilled receivable) and from its financing activities, including deposits with banks and financial institutions and other financial instruments. Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India. Credit risk has always been managed by the Company through credit approvals and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as the Company''s historical experience for customers.

(C) Credit risk exposure

The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12 months expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogeneous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses.

(D) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Company''s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

The Company''s largest customer accounted for approximately 18.38% (March 31, 2022: 15.72%) of net sales for year ended March 31, 2023.

(E) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity management requirements. The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company manages liquidity risk by maintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

38. Share-based payments

The Company provides share-based payment schemes to its employees. During the year ended March 31, 2023, four employee stock option plan (ESOP) were in existence. The relevant details of the schemes and the grant are as below:

General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

On September 28, 2012, the board of directors approved the Delhivery Employees Stock Option Plan, 2012 for issue of stock options to the key employees and directors of the Company. According to the Scheme 2012, it applies to bona fide confirmed employees/directors and who are in whole-time employment of the Company and as decided by the board of directors of the Company or appropriate committee of the board constituted by the board from time to time. The options granted under the Scheme shall vest not less than one year and not more than four years from the date of grant of options. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the equity shares arising on exercise of such options shall not be subject to any lock-in period.

(F) Equity price risk

The Company invests its surplus funds in various mutual funds (debt fund, equity fund, liquid schemes and income funds etc.), government securities. In order to manage its price risk arising from investments, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

37.4 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, instruments entirely equity in nature, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company''s objectives when managing capital are to:

Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders; and

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

Delhivery Employees Stock Option Plan - II, 2020

The Plan has been formulated and approved on January 25, 2021 by the Board of Directors ("Board") and approved on February 01, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan came into force on February 01, 2021 and shall continue to be in force until - (i) its termination by the Board; or (ii) the date on which all of the Options available for issuance under the Plan have been Exercised.

Maintain an optimal capital structure to reduce the cost of capital.

The Options granted under the plan shall vest as per the schedule determined by the Board/ESOP Committee. Vesting of options shall be subject to continued/uninterrupted employment with the Company and completion of a minimum period of 1 year from the date of the grant of the options and shall vest on the basis of the Company achieving the valuation thresholds (being the multiple of the share price of the Series F round of investment in the Company).

Any remaining unvested Options (that have not vested in accordance with above) shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option Agreement or grant letter between each eligible employee and the Company, unless determined otherwise by the Board/ESOP committee from time to time.

On December 14, 2021, the Company changed the vesting for the employee share options granted in February 2021 under Scheme Ill from milestone based vesting to milestone & time based vesting. The fair value of the options at the date of the modification was determined to be '' 294.6 million. The fair value on account of said modification has reduced by '' 470.1 million and as per provisions of Ind AS 102, the Company shall continue to account for the services received as consideration for the equity instruments granted as if that modification had not occurred. Accordingly, the expense for the original option grant will continue to be recognised as if the terms had not been modified. Further, the expense for time based vesting has been recognised as an expense over the period from the modification date to the end of the reduced vesting period. The fair value of the modified options was determined using the same models and principles as described above, with the following model inputs:

Delhivery Employees Stock Option Plan IV, 2021

Delhivery Employees Stock Option Plan III, 2020

The Plan has been formulated and approved on January 25, 2021 by the Board of Directors ("Board") and approved on February 01, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan came into force on February 01, 2021 and shall continue to be in force until - (i) its termination by the Board; or (ii) the date on which all of the Options available for issuance under the Plan have been Exercised.

The Options granted under the Plan shall vest as per the schedule determined by the Board/ESOP Committee. Vesting of Options shall be subject to continued/uninterrupted employment with the Company and completion of a minimum period of 1 year from the date of the grant of the Options and shall vest at the discretion of the Board/ESOP Committee on the basis of the performance of the Company or any other transformative event as decided by the Board/ESOP Committee. Any remaining unvested Options that have not vested in accordance with this sub-clause shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option agreement or grant letter between each Eligible Employee and the Company, unless determined otherwise by the Board/ESOP Committee from time to time.

The Plan has been formulated and approved on September 24, 2021 by the Board of Directors ("Board") and approved on September 29, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan shall be deemed to have come into force on September 29, 2021 and shall continue to be in force until -

(i) its termination by the Board; or

(ii) the date on which all of the options available for issuance under the plan have been exercised.

The options granted under the plan shall vest as per the schedule determined by the Board/ESOP Committee. Vesting of options shall be subject to continued/uninterrupted employment with the Company and completion of a minimum period of 1 year from the date of the grant of the options and shall vest at the discretion of the Board/ESOP committee on the basis of the performance of the Company or any other transformative event as decided by the Board/ESOP committee. Any remaining unvested options that have not vested in accordance with this sub-clause shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option agreement or grant letter between each eligible employee and the Company, unless determined otherwise by the Board/ESOP committee from time to time.

Movement during the year

The following tables list the inputs to the models used for the plan for option based on milestone for the year ended March 31, 2023 and March 31, 2022:

The following tables list the inputs to the models used for the plan for time-based option for the year ended March 31, 2023 and March 31, 2022:

During the year ended March 31, 2023, Company has granted 25,90,000 stock options convertible into equity shares vesting of which is milestone base.

During the year ended March 31, 2022, Company has granted 76,00,000 stock options convertible into equity shares out of which vesting of 25,00,000 stock options is time based and 51,00,000 is milestone based. Vesting of these options is dependent upon the listing of the Company on recognised stock exchange therefore, ESOP expense pertaining to these options will recognised in books after listing of company. Accordingly, when company got listed on May 24, 2022, vesting of these options has commenced for these stock options.

During the year ended March 31, 2023, the Company has recognised expense of '' 2,591.85 million (March 31, 2022: '' 2,895.15 million).

On September 29, 2021, the Company has sub divided equity shares having a face value of '' 10 each into 10 equity shares having a face value of '' 1 each. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made to reflect the impact of such sub-division.

# On September 29, 2021, the Company has sub divided equity shares having a face value of '' 10 each into 10 equity shares having a face value of '' 1 each. Also, the Company had allotted bonus equity shares in the ratio of 9:1 held by the existing shareholders.

39. Operating Segments

The primary reporting of the Company has been performed on the basis of business segment. Based on the "management approach" as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker (''CODM'') i.e. Chief Executive Officer of the Company, being the CODM has evaluated of the Company''s performance at an overall level as one segment which is ''Logistics Services'' that includes warehousing, last mile logistics, designing and deploying logistics management systems, logistics and supply chain consulting/advice, inbound/procurement support and operates in a single business segment based on the nature of the services, the risks and returns, the organisation structure and the internal financial reporting systems. Accordingly, the figures appearing in these financial statements relate to the Company''s single business segment. The Company has significant operations based in India, hence there are no reportable geographical segments in standalone financial results.

40. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management.

Reasons for variance of more than 25% in above ratios:

(i) Change is on account of increase in current assets on account of increase in fixed deposits as received against the money raised through Initial Public Offer ("IPO"). Further there has been corresponding increase in shareholder''s equity due to increase in securities premium on issue of equity shares under IPO.

(ii) Change is on account of higher loss incurred during the year ended March 31, 2023 as compared to March 31, 2022.

(iii) Increase is on account of growth in revenue and better inventory management.

(iv) Change is on account of increase in current assets on account of increase in fixed deposits resulting in increase in working capital during the year March 31, 2023.

(v) Increase is on account of Increase in yield rate on account of Increase in interest rate on year on year basis.

43 . The Company has not earned net profit in three immediately preceding financial years, therefore, there was no amount as per Section 135 of the Act which was required to be spent on CSR activities in each of the respective financial years by the Company.

44. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(ii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

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

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

(v) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

46. Disclosure under Rule 11(e) of Companies (Audit & Auditors) Rules 2014

Following are the details of the funds advanced by the Company to Intermediaries for further advancing to the ultimate beneficiaries:

- The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act for the above transactions and the transactions are not violative of the Prevention of MoneyLaundering Act, 2002 (15 of 2003).

48. Utilisation of IPO funds

During the year ended March 31, 2023, the Company has completed its Initial Public Offer (IPO) of 10,74,97,225 equity shares of face value '' 1 each at an issue price of '' 487 per share (including a share premium of '' 486 per share). The issue comprised of a fresh issue of 8,21,37,328 equity shares out of which, 8,21,02,165 equity shares were issued at an offer price of '' 487 per equity share to all allottees and 35,163 equity shares were issued at an offer price of '' 462 per equity share, after a discount of '' 25 per equity share to the employees (inclusive of the nominal value of '' 1 per equity share) aggregating to '' 40,000 million and offer for sale of 2,53,59,897 equity shares by selling shareholders aggregating to '' 12,350.00 million. Pursuant to IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May 24, 2022.

(a) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or

Net proceeds which were unutilised as at March 31, 2023 were temporarily invested in deposits with scheduled commercial bank accounts.

(ii) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(b) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries,

47(a). Subsequent Events:

Subsequent to the year ended March 31, 2023, the Company has entered into Share Subscription Agreement with Vinculum Solutions Private Limited ("Vinculum") and it''s promoters by which the Compa

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Mar 31, 2022

* Above balance of ?724.90 Millions includes amount of Cross Border Franchisee Agreement - imports of ?391.80 Millions and Cross Border Franchisee Agreement - exports of ?333.10 Millions.

** The Company performs test for goodwill impairment at least annually on March 31, or if indicators of impairment arise, such as the effects of obsolescence, demand, competition and other economic factors or on occurrence of an event or change in circumstances that would more likely than not reduce the fair value below its carrying amount. When determining the fair value, we utilize various assumptions, including operating results, business plans and projections of future cash flows. Any adverse changes in key assumptions about our businesses and their prospects or an adverse change in market conditions may cause a change in the estimation of fair value and could result in an impairment charge.

The recoverable amounts of CGUs are based on value-in-use, which are determined based on five year business plans that have been approved by management for internal purposes. The said planning horizon reflects the assumptions for short-to-mid term market developments. Considering this and the consistent use of such robust five-year information for management reporting purposes, the company uses five-year plans for the purpose of impairment testing. Management believes that this planning horizon reflects the assumptions for the expected performance in the markets in which the Company operates. Management has done impairment analysis as on March 31, 2022 and did not find any impairment indicators.

b) Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of ?1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Terms/rights attached to Instruments entierly equity in nature

The Company had issued 132,779 and 158,888 Series A Cumulative Compulsorily Convertible Preference Shares (''CCCPS'') of ?10 each fully paid-up at a premium of ?215.94 per share on April 30, 2012 and November 01, 2012 respectively, Series B - 448,719 CCCPS of ?100 each fully paid-up at a premium of ?680 per share on September 26,

2013, Series C - 478,434 CCCPS of ?100 each fully paid-up at a premium of ?2,164.20 per share on September 09,

2014, Series D - 653,551 CCCPS of ?100 each fully paid-up at a premium of ?7,650 per share on May 08, 2015, Series D1 - 48,531 CCCPS of ?100 each fully paid-up at a premium of ?9,959 per share on October 17, 2016, Series E - 640,911, 160,228 CCCPS of ?100 each fully paid-up at a premium of ?10,747 per share on March 22, 2017 and May 17, 2017 respectively, Series F 1,457,694 shares of ?100 each fully paid at a premium of ?19,726 per share on March 7, 2019 and March 29, 2019, Series H 563,349 shares of ?100 fully paid up at a premium of ?35,555 per share on May 31, 2021 and Series I 146,961 shares of ?100 fully paid up at a premium of ?37,900 per share on September 02, 2021 respectively.

During the year, Board of Directors of the Company at its meeting dated January 13, 2022, have approved the conversion of 4,250,045 Cumulative Compulsorily Convertible Preference Shares (CCCPS) having a face value of ?100 each into 4,250,04,500 Equity Shares having a face value of ?1 each of the Company (in the ratio of 100:1 i.e. 100 equity shares of ?1 each against one CCCPS of ?100 each).

Voting Rights

The Investor shall have right to vote pro-rata to their shareholding.

Liquidation

The holders of each series of Investor securities (other than sale shares) shall be entitled to be paid and otherwise receive distributions out of the liquidation proceeds, on a pari passu basis and prior to any payment or other distribution to any holders of Equity shares.

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(e) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the company, please refer note 38.

(f) During the previous year ended March 31, 2021 the Company had issued 38,701 equity shares of face value of ?10/-each to certain individuals at an issue price of ?18,965 per Equity Share (including premium of ?18,955 per Equity Share). In accordance with the terms of issue, ?2,000 was received from the concerned allottees on application and shares were allotted. Further on September 24, 2021, company has received remaining issue money of ?16,965 per share.

15. (b) Nature and purpose of Reserves

Retained earning

Retained earnings are the loss that the Company has incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company and eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Foreign currency translation reserve

Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.

Share Based Payment Reserve

The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

(i) Vehicle Loans carries interest @6.51% to 9.55% (March 31, 2021: 8.7% to 9.15%) per annum and are repayable in 36 to 37 equated monthly installments of ?0.02 Millions (March 31, 2021: 0.02 Millions) to 0.25 Millions (March 31, 2021: 0.27 Millions) along with interest. The loan is secured by hypothecation of respective vehicles.

(ii) Loan has been availed from HDFC Bank carrying interest rate @ One year MCLR 0.50% p.a ranging from 8.90% to 9.15% and are repayable in 35 and 30 equated monthly instalments of ?11.23 Millions and 11.39 Millions alongwith interest

respectively. The loan is secured by a first charge over certain of the company''s movable property (not being pledge) and fixed deposits/Cash deposits.

Loan has been availed from Axis Bank carrying interest rate @ One year MCLR 0.30% p.a. and One year MCLR 0.15% p.a. ranging 7% to 8% and are repayable in 48 equated monthly instalments (remaining installment 23 (March, 31,2021: 35) of ?20.83 Millions and ?31.25 millions plus interest thereon respectively.The loan is secured by a first charge over certain of the company''s movable property (not being pledge) and fixed deposits/Cash deposits.

(iii) Bill discounting facility has been availed from HDFC bank carrying floating rate of interest of 3 months MCLR plus 0.55% ranging from 7.35% to 7.55% (March 31, 2021: 3 months MCLR plus 0.55% ranging from 7.35% to 8.10%). The facility is on the bills underlying raised with the respective principals.

Further Bill discounting facility has been availed from Axis bank carrying floating rate of interest of 3 months MCLR plus 0.40% ranging from 7.25% to 7.70% (March 31.2021: 3 months MCLR plus 0.40% ranging from 7.70% to 7.85%). The facility is on the bills underlying raised with the respective principals. The bill discounting is secured by lien on fixed depost/cash deposit.

(iv) During the previous year ended March 31, 2021, 46,441 (0.001% Series G) Compulsorily Convertible Preference Shares (CCPS), having a face value of ?100/- (Rupees One Hundred Only) each have been issued during the year at an issue price of ?22,615; called and paid up ?10/-.The rights exercised by the holder shall be in accordance with applicable laws i.e. exercisable to the extent of amount paid up.The Board shall make calls upon the holders of the Series G CCPS in respect of monies unpaid on the Series G CCPS (whether on account of the nominal value of the shares or premium), as and when it deems fit.After the Series G CCPS are fully paid-up, it will convert into equity shares of the Company, based on the conversion ratio based on share price multiple of Series F price, upon occurrence of a liquidation event or listing of securities of the Company on a recognized stock exchange.

Each Series G CCPS holder shall have the right to vote on all matters considered at a general meeting of the shareholders of the Company

(i) which directly affect the rights attached to the Series G CCPS;

(ii) in connection with the winding up of the Company;

(iii) i n connection with the repayment or reduction of the equity or preference share capital of the Company. During the year ended March 31, 2022, the company has called up and received money for 46,441 shares of ?90 per share. On September 24, 2021 Series G CCPS has been converted into equity shares in ratio 2.5:1 accordingly 46,441 CCPS were converted to 1,16,103 Equity Share of ?10 each fully paid up. Prior to conversion, fair value loss has been recognised through financial statements of profit and loss and is disclosed as "Fair value loss on financial liability at fair value through profit and loss" of ?2,997.39 millions and ?91.95 millions for the year ended March 31, 2022 and March 31, 2021 respectively.

There are potential equity shares as on March 31, 2022 and March 31, 2021 in the form of stock options issued. As these are antidilutive, they are ignored in the calculation of diluted loss per share and accordingly the diluted loss per share is the same as basic loss per share.

The weighted average number of shares takes into account the weighted average effect of changes in Compulsorily Convertible Preference Shares during the year.

On September 27, 2021, the Company issued bonus shares in the ratio of 9:1 to the existing equity shareholders. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made and the conversion ratio accordingly stands adjusted to 10:1 i.e. 10 Equity Shares of ?10/- each for every 1 CCCPS of ?100/- each held by such CCCPS holder, pursuant to such bonus issuance.

On September 29, 2021, the company has sub divided equity shares having a face value of ?10 each into 10 equity shares having a face value of ?1 each. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made to reflect the impact of such sub-division.

The Board of Directors of the Company at its meeting dated January 13, 2022, have approved the conversion of 42,50,045 Cumulative Compulsorily Convertible Preference Shares (CCCPS) having a face value of ?100 each into 42,50,04,500 Equity Shares having a face value of ?1 each of the Company (in the ratio of 100:1 i.e. 100 equity shares of ?1 each against one CCCPS of ?100 each).

The impact of the above has been considered in the calculation of Basic and Diluted Loss per equity share.

31 Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Share-based payments

Employees of the company receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company''s best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement of profit and loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality table . The mortality table tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Further details about gratuity obligations are given in note 32

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Useful Life of property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment loss, if any. Such cost includes the cost of replacing part of the plant and equipment. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

Depreciation on all property plant and equipment are provided on a written-down value method based on the estimated useful life of the asset. The management has estimated the useful lives and residual values of all property, plant and equipment and adopted useful lives based on management''s assessment of their respective economic useful lives. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of purchase of the assets. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on Derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Impairment of investments in subsidiaries

The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

Impairment of goodwill

The Company estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU''s represent the weighted average cost of capital based on the historical market returns of comparable companies.

Loss allowance on trade receivables:

Provision for expected credit losses of trade receivables and contract assets. The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance). The provision matrix is initially based on the Company''s historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company''s historical credit loss experience and forecast of economic conditions may also not be representative of customer''s actual default in the future. The information about the ECLs on the Company''s trade receivables and contract assets is disclosed in Note 6. The Company considers a financial asset in default when contractual payments are 90 days

past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Business combinations

During the year ended March 31, 2021, the Company had made an acquisition (refer Note 36). The assets acquired were recognized at fair value at the date of acquisition. Goodwill was recognized as the remaining portion of the purchase price that was not allocated to the acquired assets as part of the purchase price allocation. To determine the fair values of individual assets acquired including property, plant and equipment, non-compete and customer relationships, complex valuation models based on assumptions were used. This measurement was dependent on estimates of future cash flows as well as the cost of capital applied.

Assets Acquisitions

During the year ended March 31, 2022 , the Group had made an asset acquisition (refer note 36.2). The assets acquired were recognized at fair value at the date of acquisition. To determine the fair values of individual assets acquired including property, plant and equipment, non-compete and customer relationships, complex valuation models based on assumptions were used. This measurement was dependent on estimates of future cash flows as well as the cost of capital applied.

Revenue Reconginition (Ind AS 115)

The allocation of the transaction price over timing of satisfaction of performance obligation: Under the revenue recognition standard Ind AS 115 revenue has been recognised when control over the services transfers to the customer i.e., when the customer has the ability to control the use of the transferred services provided and generally derive their remaining benefits. The revenue from logistics service is recognised over a period of time.

The Company has recognized the revenue in respect of undelivered shipments to the extent of completed activities undertaken with respect to delivery. At year end, the Company, based on its tracking systems classifies the ongoing shipments in transit into stages of delivery (first mile, linehaul, last mile) and applies estimated percentage of service completion to recognise revenue which is calculated on the basis of number of days the shipment has been in transit from the pickup date till reporting date as a percentage of average days taken to deliver these shipments from the pickup date.

Leases

The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ''would have to pay'', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease . The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

32. Gratuity plan

The Company has a defined benefit gratuity plan. The gratuity plan of India is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who are in continuous service of five years are entitled to specific benefit. The level of benefits provided depends on the employees length of service and salary at retirement age. The gratuity plan is an unfunded plan and the Company does not make contribution to recognised funds. The following tables summarize the components of net benefit expense recognized in the standalone statement of profit and loss and amounts recognized in the standalone statement of assets and liabilities for the Gratuity:

The Company has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company''s business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised and has assessed that the company is reasonably certain to exercise the extension options, while not exercising the termination option. Accordingly, there are no undiscounted potential future rental payments relating to periods following the exercise date of extension and termination options that are not included in the lease term.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

The effective interest rate for lease liabilities based on the duration of leases is -

0 - 36 months - 7.50% (March 31, 2021: 7.95%)

37 - 72 months - 8.00% (March 31, 2021:8.50%)

73 months & Above - 8.25% (March 31, 2021:8.75%)

Rental expense recorded for short-term leases was ?1,428.22 Millions in the year ended March 31, 2022 (March 31, 2021: ?1,034.68 Millions).

The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the standalone Statement of Profit and Loss.

The Company has applied practical expedient in Indian Accounting Standard (Ind AS 116) notified vide Companies (Indian Accounting Standards) Amendment Rules, 2020 by Ministry of Corporate Affairs (''MCA'') on July 24, 2020 to all rent concessions received as a direct consequence of COVID-19 pandemic. Accordingly, the company recognized an amount of ?33.80 millions as other income (refer note 22) during the year ended March 31, 2021.

The Company received Assessment Order dated December 26, 2018 for FY 2015-2016 i.e. A.Y 2016-17 wherein the Assessing Officer (AO) raised Income tax demand of ?1,835.7 Millions under Income Tax Act, 1961. The company has filed appeal in respect of the above demand which is pending at Commissioner of Income Tax (Appeals). The company filed rectification petition under section 154 of the IT Act, wherein the company was allowed to set-off business loss and unabsorbed depreciation and demand was revised to ?344.9 Millions accordingly vide order dated September 15, 2021.

The company has assessed that it is only possible, but not probable, that outflow of economic resources will be required and hence these demands have been disclosed as contingent liability.

C. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Company has made a provision on a prospective basis from the date of the SC order. The company will update its provision, on receiving further clarity on subject.

36.2 Business Combination

36.1 Assets Acquisition

(a) Acquisition during the year ended March 31, 2022

As on July 15, 2021, the Company has entered into assets purchase agreement with FedEx Express Transportation and Supply Chain Services (India) Private Limited and Tnt India Private Limited, via tri-party agreement. Approval from Completion Commission of India (CCI) had been received as on November 23, 2021 and consideration of ?1,864.27 Millions has been transferred to FedEx as on December 04, 2021.

a) Acquisition of Spoton logistics Private limited ("Spoton")

The Company acquired 100% investment in Spoton Logistics Private Limited (Company engaged in the domestic road business and Air business) for a consideration of ?15,216.02 millions vide share purchase agreement dated July 29, 2021. Post the completion of acquisition Spoton logistics Private Limited has become 100% subsidiary of Delhivery limited w.e.f August 24, 2021.

The consideration includes ?15,109.30 millions paid in cash and ?106.74 millions discharged through replacement of ESOP awards to select ESOP holders of Spoton as part of the obligations undertaken by Delhivery as per the contractual arrangement entered between the parties upon the acquisition.

b) Business transfer agreement with Delhivery Freight services private limited ("DFSPL")

During year ended March 31, 2021, business transfer agreement has been executed on October 1, 2020 (''the BTA'') between Delhivery Limited and Delhivery Freight Services Private Limited (DFSPL), pursuant to provisions of the Companies Act , 2013 ("the Act") and rules framed thereunder.

Delhivery Limited agreed to transfer convey and deliver to DFSPL , the Full Truck Load Business (FTL) Business (as defined hereinafter) as a going concern on a slump sale basis (as defined in Section 2(42C) of the Income Tax Act, 1961) for a lump sum consideration of ?91.2 millions without values being assigned to individual assets and liabilities.

FTL business means the business of providing freight services.

36.3 Investment in Associates

The company has made 34.55% investment in FALCON AUTOTECH Private Limited (Company engaged in the autotech business) for a consideration of ?2,518.94 millions vide share purchase agreement dated December 31, 2021. Upon closure of transaction on January 04, 2022, FALCON AUTOTECH Private Limited has become an associate of the Company.

The following methods / assumptions were used to estimate the fair values:

i) The carrying value of trade receivables, cash and cash equivalents, trade payables, security deposits, lease liabilities and other current financial assets and other current financial liabilities measured at amortised cost approximate their fair value due to the short-term maturities of these instruments.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used does not reflect significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds is based on quoted market prices at the reporting date.

iv) Fair value of debt instruments is estimated based on discounted cash flows valuation technique using the cash flow projections, discount rate and credit risk.

v) Fair value of the Compulsorily Convertible Preference Shares is estimated based on discounted cash flow valuation technique using cash flow projections and financial projections/budgets approved by the management.

37.2(a) Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company''s assets and liabilities.

Level 1 - Quoted prices in active market

Level 2 - Significant observable inputs

Level 3 - Significant unobservable inputs

* The fair values of finanical assets included in level 3 have been determined in accordance with generally accepted pricing models based on a option pricing method, with the most significant inputs being the risk free discount rate that reflects the credit risk of counter parties.

** Sensitivity to changes in unobservable inputs: The fair value of these financial assets is directly proportional to the estimated entity valuation. If the entitywere to increase / decrease by 5% with all the other variables held constant, the fair value of the financial liabilities would increase / decrease by 5%.

37.3 Financial risk management objectives and policies Financial risk management Financial risk factors

The Company''s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer.

A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits. The Company has in place appropriate risk management policies to limit the impact of these risks on its financial performance. The Company ensures optimization of cash through fund planning and robust cash management practices.

i) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As majority of the financial assets and liabilities of the Company are either noninterest bearing or fixed interest bearing instruments, the Company''s net exposure to interest risk is negligible.

An increase in interest rate by 1% will result in increase in loss by ?118.67 millions (March 31, 2021: ?13.60 millions) and decrease in interest rate by 1% will result in decrease in loss by ?91.06 millions (March 31, 2021: ?14.50 millions).

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The entire revenue and majority of the expenses of the Company are denominated in Indian Rupees.

Management considers currency risk to be low and does not hedge its currency risk. As variations in foreign currency exchange rates are not expected to have a significant impact on the results of operations, a sensitivity analysis is not presented.

(B) Credit risk

(F) Equity price risk

The Company invests its surplus funds in various mutual funds (debt fund, equity fund, liquid schemes and income funds etc.), government securities . In order to manage its price risk arising from investments, the Company diversifies its portfolio in accordance with the limits set by the risk management policies

37.4Capital management

For the purpose of the company''s capital management, capital includes issued equity capital, instruments entirely equity in nature, securities premium and all other equity reserves attributable to the equity holders of the company. The primary objective of the company''s capital management is to maximise the shareholder value.

The Company''s objectives when managing capital are to:

• Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders; and

• Maintain an optimal capital structure to reduce the cost of capital.

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments. Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in India. Credit risk has always been managed by the Company through credit approvals and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as the Company''s historical experience for customers.

(C) Credit risk exposure

The company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12 months expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses.

(D) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Company''s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

The Company''s largest customer accounted for approximately 15.72% of net sales for year ended March 31, 2022.

(E) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity management requirements. The company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company manages liquidity risk by maintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

38. Share-based payments

General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

The company provides share-based payment schemes to its employees. During the year ended March 31, 2022, three employee stock option plan (ESOP) were in existence. The relevant details of the schemes and the grant are as below:

The Options granted under the plan shall vest as per the schedule determined by the Board / ESOP Committee. Vesting of options shall be subject to continued / uninterrupted employment with the Company and completion of a minimum period of 1 year from the date of the grant of the options and shall vest on the basis of the Company achieving the valuation thresholds (being the multiple of the share price of the Series F round of investment in the Company)

Any remaining unvested Options (that have not vested in accordance with above) shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option Agreement or grant letter between each eligible employee and the Company, unless determined otherwise by the Board / ESOP committee from time to time.

On September 28, 2012, the board of directors approved the Delhivery Employees Stock Option Plan, 2012 for issue of stock options to the key employees and directors of the company. According to the Scheme 2012, it applies to bona fide confirmed employees/directors and who are in whole - time employment of the company and as decided by the board of directors of the company or appropriate committee of the board constituted by the board from time to time. The options granted under the Scheme shall vest not less than one year and not more than four years from the date of grant of options. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the equity shares arising on exercise of such options shall not be subject to any lock-in period.

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

Delhivery Employees Stock Option Plan - II, 2020.

The Plan has been formulated and approved on January 25, 2021 by the Board of Directors ("Board") and approved on February 01, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan came into force on February 01, 2021 and shall continue to be in force until - (i) its termination by the Board; or (ii) the date on which all of the Options available for issuance under the Plan have been Exercised.

Delhivery Employees Stock Option Plan III, 2020

The Plan has been formulated and approved on January 25, 2021 by the Board of Directors ("Board") and approved on 01^st February, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan came into force on February 01, 2021 and shall continue to be in force until - (i) its termination by the Board; or (ii) the date on which all of the Options available for issuance under the Plan have been Exercised.

The Options granted under the Plan shall vest as per the schedule determined by the Board / ESOP Committee. Vesting of Options shall be subject to continued / uninterrupted employment with the company and completion of a minimum period of 1 year from the date of the grant of the Options and shall vest at the discretion of the Board / ESOP Committee on the basis of the performance of the Company or any other transformative event as decided by the Board / ESOP Committee. Any remaining unvested Options that have not vested in accordance with this sub-clause shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option agreement or grant letter between each Eligible Employee and the Company, unless determined otherwise by the Board / ESOP Committee from time to time.

On December 14, 2021, the company changed the vesting for the employee share options granted in February 2021 under Scheme III from milestone based vesting to milestone & time based vesting. The fair value of the options at the date of the modification was determined to be ?294.6 millions. The fair value on account of said modification has reduced by ?470.1 millions and as per provisions of Ind AS 102, the company shall continue to account for the services received as consideration for the equity instruments granted as if that modification had not occurred. Accordingly, the expense for the original option grant will continue to be recognised as if the terms had not been modified. Further, the expense for time based vesting has been recognised as an expense over the period from the modification date to the end of the reduced vesting period. The fair value of the modified options was determined using the same models and principles as described above, with the following model inputs:

Accordingly, when company got listed on May 24, 2022, vesting of these options has commenced for time based stock options.

During the year ended March 31, 2022, the company has recognised expense of ?2,895.15 millions (March 31, 2022: ?462.49 millions)

On September 29, 2021, the company has sub divided equity shares having a face value of ?10 each into 10 equity shares having a face value of ?1 each. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made to reflect the impact of such sub-division.

#On September 29, 2021, the company has sub divided equity shares having a face value of ?10 each into 10 equity shares having a face value of ?1 each. Also, the Company had alloted bonus equity shares in the ratio of 9:1 held by the existing shareholders.

39. Operating Segments

The primary reporting of the Company has been performed on the basis of business segment. Based on the "management approach" as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker (''CODM'') i.e. Chief Executive Officer of the Company, being the CODM has evaluated of the Company''s performance at an overall level as one segment which is ''Logistics Services'' that includes warehousing, last mile logistics, designing and deploying logistics management systems, logistics and supply chain consulting/advice, inbound/procurement support and operates in a single business segment based on the nature of the services, the risks and returns, the organization structure and the internal financial reporting systems. Accordingly, the figures appearing in these financial statements relate to the Company''s single business segment. The Company has significant operations based in India, hence there are no reportable geographical segments in standalone financial results.

Delhivery Employees Stock Option Plan IV, 2021

The Plan has been formulated and approved on September 24, 2021 by the Board of Directors ("Board") and approved on September 29, 2021 by the shareholders of Delhivery Limited (the "Company"). The Plan shall be deemed to have come into force on September 29, 2021 and shall continue to be in force until -

(i) its termination by the Board; or

(ii) the date on which all of the options available for issuance under the plan have been exercised. "

The options granted under the plan shall vest as per the schedule determined by the Board / ESOP Committee. Vesting of options shall be subject to continued / uninterrupted employment with the Company and completion of a minimum period of 1 year from the date of the grant of the options and shall vest at the discretion of the Board / ESOP committee on the basis of the performance of the Company or any other transformative event as decided by the Board / ESOP committee. Any remaining unvested options that have not vested in accordance with this sub-clause shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option agreement or grant letter between each eligible employee and the Company, unless determined otherwise by the Board / ESOP committee from time to time.

During the year ended March 31, 2022, Company has granted 76,00,000 stock options convertible into Equity Shares out of which vesting of 25,00,000 stock options is time based and 51,00,000 is milestone based. Vesting of these options is dependent upon the listing of the company on recognized stock exchange therefore, ESOP expense pertaining to these options will recognized in books after listing of company.

Reasons for variance of more than 25% in above ratios

(i) Change is on account of increase in equity on account of proceeds from issuance of securities premium on CCCPS issued during the period for series H and series I and equity shares to Fedex.

(ii) Increase in Losses as on March 31, 2022 on account of non cash expenses of fair value loss on financial liability at fair value through profit and loss and one time bonus to senior employees

(iii) Increase is on account of growth in revenue and better inventory management.

(iv) Increase in sales as on March 31, 2022 and better Receivable mangement during the year ended March 31, 2022.

(v) Decrease is on account of decrease in yield rate on account of decrease in interest rate on year on year basis.

43. The Company has not earned net profit in three immediately preceding financial years, therefore, there was no amount as per section 135 of the Act which was required to be spent on CSR activities in each of the respective financial years by the Company.

44. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(a) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(b) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries,

47. Subsequent Events:

Subsequent to the year ended March 31, 2022, the Company has completed its Initial Public Offer (IPO) of 10,74,97,225 equity shares of face value of ?1 each at an issue price of ?487 per share (including a share premium of ?486 per share). A discount of ?25 per share was offered to eligible employees bidding in the employee''s reservation portion of 46,020 equity shares. The issue comprised of a fresh issue of 8,21,37,328 equity shares aggregating to ?40,000.00 millions and offer for sale of 2,53,59,897 equity shares by selling shareholders aggregating to ?12,350.00 Millions. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May 24, 2022.