Your Directors take pleasure in presenting the Thirty Fifth Annual Report of Blue Dart Express Limited (“Company’ / “Blue Dart”) for the financial
year ended March 31, 2026.

Please find below snapshot of the performance:

FINANCIAL RESULTS (? in Lakhs)

1. REVIEW OF PERFORMANCE
Industry Overview

The global economic environment in FY 2025-26 continued to be
shaped by geopolitical tensions, evolving trade dynamics, supply
chain realignments, inflationary pressures across select markets,
and ongoing uncertainty in the global business landscape.
Fragmentation in trade, debt overhangs in several economies,
and continued volatility in foreign exchange and energy markets
created headwinds for global growth and cross-border commerce.

Despite these global challenges, India's economic trajectory
remained a source of confidence. The country surpassed Japan to
become the world's fourth-largest economy, reinforcing the scale
and momentum of its growth story. Domestic demand remained
resilient, supported by strong services activity, sustained public
infrastructure investment, improving household confidence and
stable inflation. India recorded real GDP growth of 7.4°% in FY
2025-26, with services continuing to play a dominant role in value
creation, underscoring the structural strength of the economy and
its consumption-led growth model.

The Indian logistics sector during FY 2025-26 continued to
demonstrate strong growth momentum, supported by expanding
domestic consumption, rapid growth in e-commerce, infrastructure
development, and policy initiatives aimed at strengthening
supply chain efficiency. As one of the key enablers of economic
activity, the logistics industry plays a critical role in facilitating the
movement of goods across manufacturing, retail, agriculture, and
services sectors.

Company Performance

Against this backdrop of global uncertainty and domestic resilience,
your Company continued to demonstrate operational strength,
disciplined execution, and strategic agility. In a year marked by
changing trade dynamics, rising operating costs, and evolving
customer expectations, Blue Dart reinforced its position as one of
India's most trusted and admired express logistics companies. The
Company's performance reflected its continued ability to adapt to
market shifts while strengthening its standing as the preferred
logistics provider.

Your Company's focus during FY 2025-26 remained anchored
on consistency, service quality, network resilience, and customer¬
centric growth. Stable domestic demand, continued formalisation
of supply chains and the increasing adoption of organised logistics
solutions supported the Company's performance during the year.
Shipment momentum was driven by SMEs, sustained traction
across e-commerce, B2B surface express, and both B2B and B2C
product segments, along with rising logistics activity across Tier II
and Tier III markets. These emerging markets continued to play
an important role in India's logistics growth story and Blue Dart's
extensive network enabled the Company to effectively capture
these opportunities.

Strategic Investments

Strategic investments in infrastructure, service capability,
digitalisation and sustainability remained central to building a
future-ready logistics ecosystem. During the year, your Company
strengthened its operational backbone through the launch of the
flagship Green Integrated Ground Hub at Pataudi, Haryana, which
further enhanced line-haul connectivity, processing efficiency
and overall network resilience. Designed with sustainability
and operational optimisation at its core, the facility strengthens
Blue Dart's ability to manage growing shipment volumes while
maintaining high levels of reliability across the network.

A customer-centric approach remains the core of Blue Dart's
success. By consistently prioritising service excellence, reliability,
and responsiveness, the Company continues to strengthen
customer trust across a diverse portfolio of services and industry
verticals. Blue Dart's integrated air and ground capabilities,
combined with its strong network reach and high service
standards, have enabled it to remain a preferred logistics partner
for businesses and consumers alike. This sustained commitment
to customer satisfaction continues to reinforce long-term
relationships and support the Company's growth momentum.

Customer Centricity

Your Company, over the last 42 years, has centred its business
around providing tailored value-based customer solutions to
ensure exceptional service quality. Blue Dart continued to be
resilient and displayed service quality parameters and excellence
with high benchmarks and standards in all aspects of business.

With a dedicated air and ground network enhanced with cutting-
edge technology, Blue Dart offers a wide range of innovative and
simplified solutions across the industry verticals coupled with
technology architecture, value pricing, customer satisfaction,
excellent service quality and better operations.

Blue Dart continues to be certified with ISO 9001 Quality
management standards since 1996 and has successfully re¬
certified itself in August 2023 for 3 (three) years to global ISO
9001:2015 standard for 'design, management and operations of
the countrywide express transportation and distribution services
within the Indian sub-continent and international destinations
serviced through multinational express companies.

Blue Dart continues to drive “First Choice” and “Net Promoter
Approach” (“NPA”) initiatives, enhancing process improvements,
customer centricity and service quality.

People First

What sets Blue Dart apart is not just its infrastructure, but its
diverse and skilled workforce, which drives the Company's
operational efficiency. Together, our team supports a wide range
of sectors, including eCommerce, Pharmaceuticals & Medical
Devices, Banking Financial Services and Insurance, Consumer
Electronics, and Automotives. By addressing the unique needs of

these sectors, Blue Dart has become an essential partner in the
growth of businesses across the country.

Throughout the year, Blue Dart focused on Learning and
Development (L&D) initiatives, as well as Diversity & Inclusion
(D&I) programmes. Learning and Development is one of the key
enablers in maximising human potential by building a capability,
confidence, and readiness for growth. At Blue Dart, L&D initiatives
are designed to help individuals discover strengths, expand
skills, and perform beyond current boundaries. Further, at Blue
Dart, diversity is not an obligation - it is a conviction.Under the
Ubuntu Diversity Program, Blue Dart has successfully onboarded
250 persons with disabilities within just six months through
focused, targeted recruitment drives across India. Individuals with
locomotive and hearing disabilities are today seamlessly integrated
into our operations, contributing across critical functions such as
Operations, Customer service & delivery - not as exceptions, but
as essential contributors to our business.

Staying true to its 'People First' philosophy, Blue Dart cultivates
a culture of meritocracy and development-oriented people
management, while prioritizing employees' health and safety.

Blue Dart has an impeccable service record, driven by a motivated
and passionate team, with numerous awards as a testament to its
excellence. As a responsible corporate entity, Blue Dart continues
to contribute to societal development and environmental causes
that support and nurture the communities in which it operates.

Blue Dart was honoured as a Great Place to Work for the 15^th
consecutive year, reflecting its sustained efforts to foster an
inclusive, collaborative, and high-performance workplace culture.

Blue Dart's focus on people remained a defining strength
during the year. Your Company continues to advance workforce
inclusion through hiring of over 250 persons with disabilities,
further strengthening its commitment to building an equitable,
supportive, and inclusive workplace. Staying true to its 'People
First' philosophy, Blue Dart continued to invest in capability
building, employee engagement, and a culture of meritocracy,
while maintaining strong focus on health, safety, and well-being
across the organisation.

Sustainability

Through its Go Green initiative, Blue Dart has achieved its
milestone of reaching 1 million trees by FY2025-26 on schedule.
These plantations are estimated to sequester over 20,000 tonnes
of CO₂ annually, supporting climate change mitigation. In addition,
Blue Dart has implemented water conservation programs to
improve groundwater levels and enhance surface water storage in
water-stressed geographies, reflecting a comprehensive approach
to sustainability.

During the year, your Company delivered consistent performance
through its agile business model, disciplined cost management,
and continued investments in capacity, technology, and service
quality. These efforts further reinforce Blue Dart's position as the

investment of choice, reflecting its resilience and ability to perform
in a challenging yet opportunity-rich environment.

Aligned with DHL Group's Strategy 2030 - “Accelerate Sustainable
Growth” - Blue Dart continued to strengthen its commitment to
sustainability and innovation. The Company's focus on green
logistics and Environmental, Social and Governance (ESG)
priorities remains integral to its long-term strategy. By embedding
sustainability considerations into infrastructure development,
operational planning, and service design, Blue Dart is building
a logistics ecosystem that balances growth, efficiency, and
environmental responsibility. Through continued investments
in sustainable practices, green infrastructure, and network
optimisation, the Company aims to contribute meaningfully to
India's broader sustainability and development aspirations.

Your Company also continued to strengthen its role as a
trusted partner across multiple sectors including e-commerce,
life sciences and healthcare, banking, financial services and
insurance, consumer electronics, and automotive. As businesses
increasingly adopt an integrated supply chain systems and digital
logistics platforms, the demand for reliable express transportation
and distribution services is expected to grow steadily. Blue Dart
remains well positioned to support this evolving demand landscape
through its differentiated service offerings, deep market reach, and
operational excellence.

Blue Dart continues to play a critical role in facilitating trade and
connectivity across India's vast and diverse geography. Guided
by the Company's core values of Passion, 'Can Do', 'Right First
Time', and 'As One', employees across the network continue
to work collaboratively to deliver consistent service excellence
and respond effectively to evolving customer needs. Supported
by dedicated freighters in the air and state-of-the-art logistics
infrastructure on the ground, Blue Dart continues to provide
seamless and reliable multimodal logistics solutions across the
country.

The Company accomplished ISO 14001:2015 Environment
Management System Certification (for office-based activities
related to management and operations of countrywide express
transportation and distribution service of goods at Head office
and Regional Offices) in the year 2022-23 and implemented an
environment policy. In 2025, company has covered all its regions'
service centers and HUBs under ISO 14001:2015 scope. (The
design, management and operations of countrywide express
transportation and distribution service of goods within the Indian
Subcontinent and to international destinations serviced through
multinational express companies)

Technology

Blue Dart continues to invest in its technology infrastructure to
create differentiated delivery capabilities, quality services, and
customized value-based solutions for customers. The Company
has undertaken a slew of digital initiatives to improve customer
experience and operational efficiency. Its technology-enabled
mobility solutions have streamlined return processes, reduced
operational errors and enhanced service quality. During the year,
Blue Dart further strengthened its digital capabilities with the
introduction of a Digital Account Opening (DAO) platform, enabling
businesses to onboard and start shipping through a seamless
digital process. The platform allows customers to complete profile
creation, service selection, KYC verification, Aadhaar-enabled
agreement signing, and prepaid account activation digitally,
enabling faster access to Blue Dart's logistics services. The
DAO platform is integrated with the Digital Prepaid Card (DPC)
framework, allowing customers to begin shipping immediately after
onboarding while enabling real-time visibility across transactions.

Blue Dart provides the most efficient solutions to the e-commerce
industry and customers with seamless and unique experience. To
enable digital payments, Blue Dart enabled 16 (sixteen) digital
wallets on the courier hand-held machines apart from acceptance
of credit / debit cards.

Blue Dart's presence across social media platforms including its
official Facebook, X, YouTube, LinkedIn, and Instagram pages
has attracted a significant audience and helped build a strong
community of followers. These platforms enable the Company to
engage with customers, strengthen brand advocacy and positively
influence perceptions across new-age media channels.

For the year 2025, the company pursued ISO 27001:2022
Information security management system certification. This
certification strengthens data protection and intellectual property
safeguards, enhancing compliance with industry regulations and
standards & will reduce the risk of data breaches while improving
our response to security threats.

Financial Performance

During the financial year ended March 31, 2026, your Company
delivered a steady operational performance despite a challenging
cost environment and continued investments in capacity and
infrastructure.

On a standalone basis, income from operations increased to
' 6,14,088 Lakhs, as compared to ' 5,72,018 Lakhs in the previous
financial year, reflecting sustained demand across key segments
and continued momentum in both B2B and B2C businesses.

The Company reported EBITDA of ' 64,918 Lakhs, up from
' 57,387 Lakhs in the previous year, supported by volume growth,
operational efficiencies, and discipline in cost management.

Profit after tax stood at ' 23,969 Lakhs, as compared to ' 24,463
Lakhs in the previous year. The marginal decline in profitability was
primarily attributable to:

- Exceptional item related to new labour code related provision

- higher operating expenses and finance costs in relation to
network expansion and inflationary pressures

Overall, the financial performance of the Company reflects
resilience, disciplined execution, and continued investment in long¬
term growth, while navigating a dynamic operating environment.

2. DIVIDEND

After analyzing the Company's financial position and keeping in
mind future growth and expansion and adequate investments
made in the infrastructure and facilities and mobile assets over a
period of time, the Directors are pleased to recommend a dividend
of ' 25/- (Rupees Twenty Five Only) per equity share of '10 /- each
for the financial year ended 31 March, 2026, subject to necessary
approval by Shareholders at the ensuing Annual General Meeting
and dividend paid shall be subject to deduction of income tax at
source.

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) is available on the Company's website at https://
blue-dart-ir-umb.azurewebsites.net/media/3vyefoop/dividend_
distribution_policy_bluedart-1.pdf

3. OPERATIONS REVIEW

Blue Dart offers secured and reliable delivery of consignments
to over 56,400 locations in India. Being part of the World-
renowned DHL Group, Blue Dart accesses the largest and most
comprehensive express and logistics network worldwide through
DHL, covering over 220 countries and territories, and offers an
entire spectrum of distribution services including air express,
freight forwarding, supply chain solutions, customs clearance etc.

Blue Dart through its Wholly Owned Subsidiary viz; Blue Dart
Aviation Ltd. operates a fleet of six Boeing 757-200 and two Boeing
737 freighter aircraft, with a payload capacity of over 500 tonnes
per night, supported by more than 33,000 vehicles, 2,492 facilities,
and 599 electric vehicles serving 19,000 pin codes across India.
Over 13,000 passionate and trained 'Blue Darters' work in perfect
harmony to deliver over 60 shipments every second. Our team of
talented 'Blue Darters' are fully committed and proudly dedicated
to delivering 'service excellence' and value for all its esteemed
customers.

The Company continues to focus on innovation, reach expansion,
improvements in transit time, activation of emerging towns (Tier-
II, III and IV) and strengthening distribution channels to enhance
reach and strives to keep delivering beyond expectations of its
stakeholders.

The Company operates 2,492 facilities / hubs / offices across
India. Blue Dart plans to further strengthen and consolidate its air
and ground infrastructure, expand its reach and offer the 'best-in¬
class' transit times.

The Company carried over 4034.21 lakhs domestic shipments
and over 5.62 lakhs international shipments weighing more than
14,38,800 tonnes during the financial year ended March 31, 2026.

4. BLUE DART AVIATION INFRASTRUCTURE
Aviation system

Blue Dart Aviation Ltd. (BDAL) is the wholly owned subsidiary of
the Company for dedicated air carriage capacity which has been a
key differentiator in sustaining the Company's leadership position
through its unique aviation network. Your Company has an 'Aircraft
Crew Maintenance Insurance' (“ACMI”) contract with BDAL, India's
first domestic scheduled cargo airline in the Country.

During the year, BDAL recorded an excellent On-Time Performance
(OTP) of 81.09%, along with Technical Dispatch Reliability of
99.57% for the B737-800 fleet and 99.42% for the B757-200 fleet.
BDAL uplifted 107,642 tonnes across its network for the year
ended 31 March 2026. Additionally, BDAL operated 219 additional
flights and logged 1,090 flight hours to support scheduled night
operations.

BDAL, the longest-serving private cargo airline in India, proudly
marks 29 years of scheduled domestic operations. With a robust
and dependable air network, BDAL continues to play a vital role
in connecting key cities across the country. During the year,
BDAL further strengthened its operational footprint by expanding
connectivity to emerging markets and undertaking charter
operations across multiple segments, delivering customised
and time-sensitive logistics solutions with precision and
professionalism.

BDAL remains committed to sustainable aviation practices and
has implemented industry-recognised fuel optimisation initiatives
across its network, resulting in improved efficiency and reduced
fuel consumption. During the year, BDAL achieved savings of over
6,00,000 tonnes of Aviation Turbine Fuel, leading to an estimated
reduction of approximately 20,00,000 metric tonnes of carbon
emissions. In addition, BDAL installed solar panels at its Mumbai
facility, contributing to cost savings and a reduction in carbon
emissions of approximately 88 metric tonnes.

Further, BDAL secured approvals for the Electronic Flight Bag
(EFB) and Onboard Performance Tool (OPT) for both its B737
and B757 aircraft fleets. The successful implementation of these
systems marks a significant milestone, enhancing operational
safety through the adoption of industry best practices in aircraft
performance optimisation, while improving efficiency, accuracy,
and overall operational effectiveness across the fleet.

5. FINANCE

Compliance with new accounting standards and other
regulatory changes

The Company's philosophy is to ensure compliance with all the
applicable accounting standards. The finance team pro-actively
reviews all new accounting standards (including amendments,
if any, to the existing standards) and analyses the impact of the
same on the Company.

Digital Solutions

The Company has undertaken various digital initiatives across
the organisation. In the finance function, there are a host of digital
initiatives in the areas of customer onboarding, billing, collections
management, accounts payable and other accounting areas to
enhance transparency, control and efficiency. The accounting
processes are constantly reviewed and refined to ensure
improvement in efficiency, controls and digitalisation.

Cost Efficiency

Blue Dart continued the drive towards cost efficiency through
various initiatives being undertaken including process
improvement, automation and initiatives geared towards improved
capacity utilization and synergies across the organisation.

Treasury Operations

Your Company continues to carry out treasury process review
to efficiently manage liquidity and use its surplus for capital
expenditure. Your Company has no outstanding external
borrowings.

As on March 31, 2026, your Company has liquid assets (cash and
cash equivalent) of '11,216 Lakhs as against '8,260 Lakhs, as on
March 31, 2025.

Blue Dart's earnings per share (basic & diluted) for the year ended
March 31, 2026, stood at '101.02 as compared to '103.10 for the
previous year ended March 31, 2025.

Cash Flows and Working Capital Management

During the year ended March 31, 2026, Blue Dart generated net
cash of ' 34,681 Lakhs from its operations as against ' 48,888
Lakhs in the preceding financial year on a standalone basis.

Your Company continued to manage its working capital efficiently
without affecting the Company's business activities. Blue Dart
efficiently utilized its temporary surplus funds by investing in
various high rated debt schemes (liquid category) of mutual funds
/ fixed deposits with banks for effective cash flow management.
Liquidity in the balance sheet is required to be balanced between
the earnings and adequate returns covering financial risk. Blue
Dart's growth can be largely attributed to cash generation from the
operations which is adequate to support its working capital and
debt servicing.

Share Capital

During the year under review, there was no change in the share
capital of your Company. The paid-up equity share capital of your
Company as on March 31, 2026 was ' 23,72,79,340 (Rupees
Twenty-Three Crore, Seventy -Two Lakh, Seventy -Nine Thousand,
Three Hundred and Forty only) divided into 2,37,27,934 Equity
Shares of ' 10/- (Rupees Ten only) each fully paid up.

Transfer to reserve

During the Financial Year, there was no amount proposed to be
transferred to Reserves.

6. CREDIT RATING

Blue Dart continues to enjoy a high credit rating for its working
capital facilities / short-term debt programme:

1. India Ratings and Research (Ind-Ra) has assigned a long-term
issuer rating of “IND AA ”. The outlook is Stable.

2. India Ratings and Research (Ind-Ra) has assigned rating for
working capital of ' 20,000 lakh (including fund based and
non-fund based limit) as INDAA /Stable/IND A1 .

7. SUBSIDIARY COMPANIES

The Audited Financial Statements of BDAL and Concorde
Air Logistics Limited (“CALL”), the wholly owned subsidiary
companies for the financial year ended March 31, 2026, together
with the reports of Directors and Auditors are attached. The
statement containing salient features of financial statements of
the subsidiary companies in the prescribed format viz. AOC-1 is
enclosed as 'Annexure A'. The statement also provides details of
the performance and financial position of subsidiary companies.
BDAL is a 'material subsidiary' under the provisions of law.

The Consolidated Financial Results represent those of Blue Dart
and its wholly owned subsidiaries viz. BDAL and CALL. Blue Dart
has consolidated its results in accordance with the Ind AS 110 -
'Consolidated Financial Statements' pursuant to Sections 129
and Section 133 of the Companies Act, 2013 (“Act”) read with
the Companies (Indian Accounting Standards) Rules, 2015 and
Regulation 33 & 34 of the Listing Regulations, as amended from
time to time.

The Consolidated Audited Financial Statements along with the
Independent Auditors' Report thereon are annexed and form part
of this Annual Report. The summarized consolidated financial
position is provided in this report above.

Pursuant to requirements of Regulation 16(1)(c) of the Listing
Regulations, as amended from time to time, Blue Dart has
formulated a 'Policy on determining Material Subsidiaries'.

The policy is hosted on the website of the Company viz. www.
bluedart.com. The web link of the said policy is https://blue-dart-
ir-umb.azurewebsites.net/media/ivbn3hjd/bluedart_policy_for_
determining_materiality-1.pdf

8. DHL EXPRESS (SINGAPORE) PTE. LTD., PROMOTER
SHAREHOLDER

DHL Express (Singapore) Pte. Ltd., a DHL Group company
(“DHL”) holds 75% of equity capital of the Company. The combined
service offerings along with DHL Group companies cover an entire
spectrum of distribution within India as well as globally and provides
customers with a firm strategic advantage. Blue Dart is a leading
brand in the country with an unmatched domestic network, robust
infrastructure and skilled personnel. DHL is an acknowledged
global leader with a strong and long-standing presence in India.
Together, both present a powerful backbone to the business and
support the “Make in India” mission.

9. OUTLOOK FOR THE FUTURE

India remains on a strong long-term growth trajectory, supported
by sustained domestic demand, rising manufacturing activity,
expanding trade linkages, and continued public investment in
infrastructure. The Government of India's broader governance
theme of “Janbhagidari se Jankalyan" (public welfare through
public participation), along with its vision for Viksit Bharat
reinforced through the Union Budget 2026, reflects a clear focus on
collaborative development, digital empowerment, trade facilitation,
and infrastructure-led growth. These measures are expected to
further strengthen India's logistics and supply chain ecosystem.

The policy environment continues to evolve in favour of integrated
and efficient logistics networks. Continued investments in
dedicated freight corridors, inland waterways, rail connectivity,
aviation, and domestic container manufacturing are expected
to improve multimodal integration, reduce transit variability, and
enhance freight efficiency. Reforms such as the removal of the
Rs.10 lakh per consignment value cap on courier exports, customs
duty exemption on aviation components, and simplification under
the Customs Act are expected to provide a further boost to cross¬
border trade, especially for MSMEs and direct-to-consumer
businesses.

Public capital expenditure remains a central pillar of growth, with
infrastructure-led development continuing to improve connectivity
and strengthen supply chain resilience. At the same time,
the logistics sector is witnessing rapid modernization through
digitalisation, automation, and technology-led solutions that
enhance speed, visibility, and operational efficiency.

Against this backdrop, Blue Dart remains well positioned to
support India's evolving logistics needs through its integrated air
and ground network, customer-centric solutions, and continued
investments in infrastructure, technology, and sustainability.
The operationalisation of strategic facilities such as the Green
Integrated Ground Hub at Pataudi, Haryana, further strengthens
the Company's network efficiency and service capabilities.

With a forward-looking approach, Blue Dart remains committed
to service excellence, innovation, governance, and sustainable
growth. Your Directors are confident that the Company is well
placed to deliver improved performance in the years to come.

10. AWARDS AND RECOGNITIONS

Blue Dart continued to receive several prestigious awards and
recognitions during the year.

Among the notable accolades, Blue Dart Express won the 'Golden
Peacock Awards' by the Institute of Directors for 'Excellence in
Corporate Governance 2025'. The Company was also recognised
as the Best Express Logistics Provider 2025 by the Institute of
Supply Chain Management (ISCM), reaffirming its leadership in
delivering reliable and high-quality logistics solutions across the
country. In addition, Blue Dart received recognition for Excellence
in Risk Management at the CNBC-TV18 ICICI Lombard Masters of

Risk Awards, highlighting its governance framework and proactive
risk management practices in an increasingly complex operating
environment.

The Company remains focused on sustaining the growth
momentum and delivering reliable, high-quality logistics solutions
that support the evolving needs of businesses across India.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors

Composition:

As on March 31, 2026, Board comprised of 7 (Seven) Directors.
The Board has an appropriate mix of Executive Director, Non¬
Executive Directors and Independent Directors, in compliance of
provisions of Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and is also
aligned with the best practices of Corporate Governance.

Appointment and Re-appointment :

Details of the appointments and re-appointments made during the
financial year under review and upto the date of Annual General
Meeting are as follows:

i. During FY 2025-26, Mr. Sebastian Pae&ens (DIN: 09058693)
was appointed as an Additional Non Executive Director of the
Company with effect from May 26, 2025. In accordance with
the provisions of the Act, he held office up to the date of the
Annual General Meeting of the Company viz; August 13, 2025.
At the said Annual General Meeting, shareholders accorded
its approval for his appointment as Director of the Company.
Accordingly, Mr. Sebastian Pae&ens continues as a Director of
the Company and liable to retire by rotation in accordance with
the provisions of the Act and the Articles of Association of the
Company.

ii. Mr. Charles Simon Dobbie (DIN: 10302056) has been appointed
as an Additional Non-Executive Director with effect from July
10, 2026. The Resolution seeking approval of shareholders
for appointment of Mr. Charles Simon Dobbie is incorporated
in the Notice of forthcoming Annual General Meeting along
with his brief resume. Necessary Notice under Section 160
of the Act has been received from Members proposing the
candidature of the aforesaid Director of the Company.

iii. Based on recommendation of Nomination and Remuneration
Committee, the Board of Directors of the Company at its
meeting held on July 31, 2026 recommended appointment
of Mr. Rajat Kumar Jain (DIN: 00046053) as an Independent
Director of the Company for a period of 5 (five) years with
effect from September 23, 2026, subject to approval of the
shareholders. Accordingly, the proposal for his appointment is
included in the Notice of Annual General Meeting for approval
of the shareholders of the Company. Necessary Notice under
Section 160 of the Act has been received from the Member
proposing the candidature of the aforesaid Director of the
Company.

iv. Based on recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company at its meeting
held on July 31, 2026 also recommended appointment of Mr.
Avijit Mukerji (DIN: 03534116) as an Independent Director of
the Company for a period of 5 (five) years with effect from
September 23, 2026, subject to approval of the Shareholders.
Accordingly, the proposal for his appointment is included in the
Notice of Annual General Meeting for approval of shareholders
of the Company. Necessary Notice under the Provisions of
Section 160 of the Act has been received from the Member
proposing the candidature of the aforesaid Director of the
Company.

v. In accordance with the provisions of the Act and Articles
of Association of the Company, Mr. Sebastian Pae&ens
(DIN: 09058693), retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re¬
appointment. The resolution seeking approval of shareholders
for appointment of Mr. Sebastian Pae&ens is incorporated in
the Notice of the Annual General Meeting along with his brief
resume and statutory disclosures as required under the Act
and applicable Secretarial Standards.

Cessation:

Details of cessation during the financial year under review

and upto the date of Annual General Meeting are as follows:

i. There were no cessation of Directors during the financial year
under review.

ii. Mr. Prakash Apte, Non-Executive Independent Director and
Chairman of the Company tendered resignation from the
Board with effect from conclusion of the Board Meeting held
on April 13, 2026, and apart from health concerns expressed
by him, there were no material reasons for his resignation.

The Board placed on record its appreciation for the valuable
contribution made by Mr.Prakash Apte, an Independent
Director, during his tenure.

Consequent to resignation of Mr. Prakash Apte as Chairman
and Independent Director of the Company, the Board carried
out the necessary reconstitution of its Committees. The
composition of the Board and all Board Committees continued
to remain in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

iii. Mr. Florian Bumberger tendered resignation as a Non¬
Executive Director with effect from July 10, 2026. The Board
placed on record its appreciation for the contribution made by
Mr. Florian Bumberger during his tenure as Non-Executive
Director.

Declaration from Independent Directors:

The Company has received necessary declaration from all the

Independent Directors of the Company confirming that they meet

the criteria of independence as prescribed under Section 149(6)
of the Act read with Regulation 16(1)(b) and Regulation 25 of
the Listing Regulations and declaring that they are not aware of
any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without
any external influence. The Independent Directors have also
confirmed that they have complied with the provisions of Schedule
IV of the Act and the Company's Code of Conduct.

Further, Independent Directors have submitted their declarations
in compliance with the provision of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, which
mandates the inclusion of their names in the data bank of 'Indian
Institute of Corporate Affairs' (IICA) till they continue to hold the
office of an independent director.

None of the Directors of your Company are disqualified under
provisions of Section 164(2) of the Act. Your directors have made
necessary disclosures as required under various provisions of the
Act and the Listing Regulations.

In the opinion of the Board, Independent Directors are persons of
integrity and possess relevant expertise and experience and are
independent of the Management.

Key Managerial Personnel (KMP)

The details of Key Managerial Personnel of the Company are as
follows:

During the year, Ms. Sudha Pai resigned as CFO of the Company
w.e.f. close of the business hours on April 30, 2025. The Board of
Directors at its Meeting held on April 25, 2025, appointed Mr. Sagar
Patil, Head - Corporate Accounts, as 'Key Managerial Personnel'
w.e.f. May 01, 2025, who assumed role and responsibilities of
CFO. In the Board Meeting of the Company held on May 26, 2025,
the Board appointed Mr. Sagar Patil as an 'Interim Chief Financial
Officer' with effect from May 26, 2025. The Board of Directors
at the Board Meeting of the Company held on July 29, 2025,
appointed Mr. Sagar Patil as CFO with effect from August 1, 2025.

12. INTERNAL FINANCIAL CONTROL SYSTEMS

Blue Dart has in place a sound internal controls system to ensure
that all assets are protected against loss from any unauthorized
use and all transactions are recorded and reported correctly.
The Company's internal controls system has been further
supplemented by the internal audit carried out by an in-house
internal audit team and supported by a co-sourced audit firm viz;
M/s. PwC. Significant audit observations and follow-up actions

thereon are reported to the Audit Committee. Well-established and
robust internal audit processes, both at business and corporate
level, continuously monitor an adequacy and effectiveness of the
internal control environment across the Company and status of
compliances with the operating systems, internal policies and
regulatory requirements.

The internal financial controls within the Company are
commensurate with the size, scale and complexity of operations.
Blue Dart has put in place robust policies and procedures, which
inter-alia, ensure integrity in conducting its business, safeguarding
of assets, timely preparation of reliable financial information,
accuracy and completeness in maintaining accounting records
and prevention and detection of frauds and errors.

Blue Dart has a comprehensive framework for monitoring
compliances with applicable laws. The Company introduced an
additional IT-enabled tool to monitor compliances and augmented
a compliance assessment process. A quarterly certification on
compliance with laws is provided by Senior Management to the
Board.

The Board has also undertaken a review of certain existing
governance processes and, while satisfied that the Company's
compliance framework remains operational and effective, has
been taking measures to further enhance governance, oversight
and control processes across the organisation keeping in mind an
evolving regulatory regime.

13. DOWNSTREAM INVESTMENT

As per Auditor's Certificate on Downstream Investment in the
Indian subsidiary, Blue Dart is in compliance with applicable laws
in relation to the foreign direct investment and has obtained the
requisite certificate from the Statutory Auditors in this regard.

14. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Regulation 22
of the Listing Regulations, Blue Dart has adopted 'Whistle Blower
Policy' which encourages its employees and various stakeholders
to bring to the notice of the Company any issue involving
compromise/violation of an ethical norm, legal or regulatory
provision, actual or suspected fraud etc., without any fear of
reprisal, discrimination, harassment or victimization of any kind.
The Company has implemented DHL Platform with their hotlines,
both telephonic and web-link for raising whistle blower complaints.

Effective April 1, 2026, the Company has engaged services of
KPMG Advisory Services Private Limited, a renowned consultancy
firm, for establishment of 'Blue Dart Ethics' Hotline.

In terms of the Policy, all suspected violations and 'Reportable
Matters' must be reported to the Ethics Committee via Blue Dart
Ethics Hotline or via web portal. The Ethics Committee comprises
of Mr. Tushar Gunderia - Head (Legal & Compliance) & Company
Secretary, Mr. Savio Mendonca, Head- Internal Audit & Risk
Management and Ms. Beena Jacob - CHRO.

The Policy is applicable to all directors, employees, officers,
customers, vendors and/or third-party intermediaries viz. agents
and consultants whether appointed on permanent, temporary,
full-time, part-time, contractual, probation or on retainer basis
and engaged to conduct business on behalf of the Company and
its subsidiary companies. During the year under review, of the
whistleblower cases received, two cases were substantiated, and
appropriate actions have been implemented. One case is currently
under investigation.

“Whistle Blower Policy’ has been posted on the Company's website
viz;www.bluedart.com. The web link of the Whistle Blower Policy
is https://blue-dart-ir-umb.azurewebsites.net/media/2hyd13nf/
bluedart_whistle_blower_policy-1.pdf

15. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Blue Dart is committed to ensure that all Employees work in an
environment which not only promotes diversity and equality but
also mutual trust, equal opportunity and respect for human rights.
The Company is also committed to provide a work environment
that ensures every woman employee is treated with dignity,
respect and afforded equal treatment.

Your Company has zero tolerance for sexual harassment at the
workplace and has in place a Policy on 'Prevention of Sexual
Harassment' for Women employees, in line with the requirements
of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress
complaints regarding sexual harassment. All women employees
(permanent, outsourced, temporary, trainees) are covered under
this Policy. Awareness and sensitization programs were conducted
across the Company. Blue Dart conducted training in relation to the
Prevention of Sexual Harassment (POSH) across all the functions
to apprise all employees on a safe work environment.

During the financial year under review, no complaint was filed
before the said Committee and details as required under Section
134(3) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, are as follows:

(a) Number of complaints of sexual harassment received in the
year : Nil

(b) Number of complaints disposed of during the year : Nil

(c) Number of cases pending for more than ninety days : Nil

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Pursuant to requirements of Regulation 25 of the Listing
Regulations, Blue Dart has in place, familiarization program for
the Independent Directors which inter-alia contains role, duties
and responsibilities of Independent Directors, update and briefing
on nature of the industry in which the Company operates, business

/ operating model of the Company etc.

Periodic presentations are made at the Board and Board
constituted statutory committee meetings in respect of business
and performance updates of the Company, global business
environment, business strategies and risks involved. Blue Dart has
been periodically familiarizing Independent Directors on its Board
with detailed presentations by its business functional heads on the
Company's operations and technology updates. Apart from above,
Independent Directors are also provided updates on regulatory
developments and changes in laws to keep themselves abreast of
the latest corporate, regulatory and industry developments.

The familiarization programme has been posted on the Company's
website viz. www.bluedart.com. The weblink of the familiarization
programme is https://blue-dart-ir-umb.azurewebsites.net/media/
rixgzjdy/bluedart_familiarisationprogramme-3.pdf

17. NUMBER OF BOARD MEETINGS

The Board met eight (8) times during the financial year ended
March 31, 2026. The details of the Board Meetings and attendance
of Directors are provided in the 'Corporate Governance Report'
being part of the Annual Report.

18. STATUTORY COMMITTEES OF THE BOARD

Your Company has constituted the following Committees of the
Board as per requirements of the Act and the Listing Regulations:

- Audit Committee

- Nomination & Remuneration Committee

- CSR Committee

- Stakeholders Relationship Committee

- Risk Management Committee

19. AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprised
of Mr. Prakash Apte as Chairman of the Committee and
Ms. Kavita Nair, Dr. Vandana Aggarwal and Mr. R.S. Subramanian
as Members of the Audit committee. Mr. Balfour Manuel, Managing
Director is a permanent invitee to the Audit Committee Meeting.
Mr. Tushar Gunderia acts as Secretary to the Committee (“Audit
Committee”).

Mr. Sagar Patil was appointed as 'Chief Financial Officer' w.e.f.
August 1, 2025, and is permanent invitee to the Audit Committee.

Mr. Prakash Apte, Chairman, ceased to be Chairman and Member
of the Audit Committee w.e.f. April 13, 2026, consequent to his
resignation as an Independent Director effective conclusion of
Board Meeting on April 13, 2026.

Accordingly, the Audit Committee consists of Ms. Kavita Nair, as
the Chairperson of the Committee and Dr. Vandana Aggarwal and
Mr. R. S. Subramanian, as Members of the Committee.

The composition and Terms of Reference of the Audit Committee
are in accordance with the provisions of Section 177 of the Act and

Regulation 18 of the Listing Regulations as amended from time to
time.

The details of Audit Committee Meetings and attendance
of Committee Members are provided in the Corporate
Governance Report, which forms a part of the Annual Report. All
recommendations made by the Audit Committee were accepted by
the Board.

20. CSR COMMITTEE

As on March 31, 2026, the CSR Committee consisted of
Mr. Balfour Manuel, Managing Director, as Chairman of the
Committee and Mr. Prakash Apte, Ms. Kavita Nair and Mr. R. S.
Subramanian, as Members of the Committee.

Mr. Prakash Apte, ceased to be Member of the CSR w.e.f. April 13,
2026, consequent to his resignation as an Independent Director
effective conclusion of Board Meeting on April 13, 2026.

Accordingly, reconstituted CSR Committee consists of Mr. Balfour
Manuel, as the Chairman of the Committee and Ms. Kavita Nair
and Mr. R. S. Subramanian, as Members of the Committee.

Mr. Sagar Patil, CFO, is a permanent invitee to the CSR Committee
Meetings.

Mr. Tushar Gunderia acts as Secretary to the Committee.

The Company has also constituted CSR Implementation/
Management Committee comprising of Mr. Sagar Patil - CFO,
Mr. Tushar Gunderia - Head (Legal & Compliance) & Company
Secretary, Mr. Dipanjan Banerjee - CCO and Ms. Beena Jacob
- CHRO, for implementation and execution of CSR projects/
initiatives being implemented by Blue Dart in accordance with the
provisions of the Act.

The details of CSR Committee meetings and attendance of
Committee Members are provided in the Corporate Governance
Report, which forms a part of the Annual Report.

CSR Initiatives/CSR Policy

CSR is an integral part of Blue Dart's strategy. Blue Dart is
committed to its responsibility towards society, community and
environment and wants to make a positive contribution to society
and the world at large, by using its knowledge and domestic /
global presence in a way which benefits the planet and its people.

Your Company undertakes CSR projects by identifying areas where
the needs are high, ensuring these initiatives make a meaningful
impact. Your Company endeavors to maintain a healthy balance
between its economic, environmental and social interests.

Blue Dart along with DHL Group, under the motto of “Connecting
People, Improving Lives”, focus its corporate responsibility
on protecting the environment and reducing CO₂ emissions
(GoGreen), disaster management (GoHelp) and championing
education (GoTeach). These are supported and complemented
by the regional community initiatives which demonstrate voluntary

commitment, special abilities and enthusiasm of Blue Dart across
the country.

In accordance with the provisions of Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
as amended, the Company has formulated and posted CSR &
ESG Policy on website of the Company viz. www.bluedart.com.

The Annual Report on CSR activities in accordance with the
Companies (Corporate Social Responsibility Policy) Rules,
2014, undertaken by the Company during the year is annexed
as 'Annexure B' to the Board's Report. The weblink of CSR &
ESG Policy is https://blue-dart-ir-umb.azurewebsites.net/media/
pixotwue/blue_dart_csr_esg_policy.pdf

21. NOMINATION & REMUNERATION COMMITTEE

As on March 31,2026, the 'Nomination & Remuneration Committee'
(NRC) comprised of Dr. Vandana Aggarwal as Chairperson of the
Committee and Mr. Prakash Apte and Mr. Florian Bumberger as
Members of the NRC.

Mr. Balfour Manuel, Managing Director, is a permanent invitee to
the Committee.

Mr. Tushar Gunderia acts as Secretary to the NRC.

Mr. Prakash Apte, ceased to be a Member of the NRC w.e.f. April
13, 2026, consequent to his resignation as an Independent Director
effective conclusion of the Board Meeting on April 13, 2026.,

Ms. Kavita Nair, Independent Director has been inducted as
Member of the NRC by the Board of Directors vide 'Circular
Resolution' dated April 12, 2026.

The Board of Directors reconstituted NRC on June 17, 2026. The
reconstituted NRC consists of Dr. Vandana Aggarwal, Chairperson,
Mr. Sebastian Paelens and Ms. Kavita Nair, as Members of the
Committee.

The details of the NRC Meetings and attendance of committee
members are provided in Corporate Governance Report, which
forms an integral part of the Annual Report.

Pursuant to provisions of Section 178 of the Act and Regulation 19
of the Listing Regulations, the Board has on recommendation of the
Nomination & Remuneration Committee, formulated a 'Nomination
& Remuneration Policy' for selection and appointment of
Directors, Key Managerial Personnel (KMP), Senior Management
Personnel (SMP), other employees and their remuneration which
includes criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under
Section 178(3) of the Act. The Nomination and Remuneration Policy
has been incorporated in the Corporate Governance Report and
weblink of the same is https://blue-dart-ir-umb.azurewebsites.net/
media/ongh0jkd/bluedart_nomination_cum_remuneration_policy.
pdf

22. RISK MANAGEMENT

Blue Dart has risk management framework and policy in place. The
risk management framework works at various levels across the
enterprise. The company is also in the process of enhancing its risk
mitigation framework across the organization. Risk Management
is an integral and important component of Corporate Governance
and Blue Dart believes that robust risk management ensures
adequate controls and monitoring mechanisms for a smooth and
efficient running of the business. A risk-aware organization is
better equipped to maximize the shareholders' value.

Blue Dart has formulated a Risk Management Policy which provides
an overview of the principles of risk management, explains the
approach adopted by the Company towards risk management
and mitigation, defines the organizational structure for effective
risk management, develops a “risk” culture which encourage
employees to identify risks and associated opportunities and
respond them with an effective action, identify, assess, manage
and mitigate existing and new risks in a planned and coordinated
manner with minimum disruption and cost, and to protect and
preserve the Company's human, physical and financial assets.

The Risk Management Committee of the Company maintains
comprehensive oversight on risks attributed to the organization
and guides Management on activities, reviews result of risk
assessment and mitigation plan development process, reviews
and monitors operation of risk management process and reports
to the Board on the status of risk management initiatives and its
effectiveness. Blue Dart has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating measures on a
continuing basis. Blue Dart has a process in place to inform the
Audit Committee and Board on risk assessment and mitigation
measures and periodic review is conducted to ensure that the
management controls risk through defined framework.

As on March 31, 2026, Risk Management Committee comprised
of Ms. Kavita Nair, Chairperson of the Committee and Mr. Prakash
Apte, Mr. Balfour Manuel, Mr. R.S. Subramanian, Directors,
Mr. Tushar Gunderia, Head (Legal and Compliance) & Company
Secretary, Mr. Sagar Patil, Chief Financial Officer and Mr. Savio
Mendonca, Head- Internal Audit & Risk Management as Members
of the Committee.

Mr. Prakash Apte, ceased to be a Member of the RMC w.e.f. April
13, 2026, consequent to his resignation as Independent Director
effective conclusion of Board Meeting on April 13, 2026.

In the Board Meeting held on April 13, 2026, the Board of Directors
inducted Mr. Sebastian Paelens, Director, as Member of RMC.

Accordingly, the reconstituted RMC consists of Ms. Kavita Nair,
Chairperson of the Committee and Mr. Balfour Manuel, Mr. R.S.
Subramanian, Mr. Sebastian Paelens, Directors, Mr. Sagar Patil,
Chief Financial Officer, Mr. Savio Mendonca, Head- Internal Audit

& Risk Management and Mr. Tushar Gunderia, Head (Legal and
Compliance) & Company Secretary, as Members of the Committee.

The Risk Management Committee constituted by the Board assists
the Board in monitoring and reviewing the risk management
plan, implementation of the risk management framework of the
Company and such other functions as the Board may deem fit.

The details of Risk Management Committee composition,
meetings and attendance of Committee Members are provided
in the Corporate Governance Report, which forms a part of the
Annual Report.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2026, the 'Stakeholders Relationship Committee'
comprised of Mr. R. S. Subramanian as Chairman and Mr. Balfour
Manuel and Mr. Prakash Apte as Members of the Committee.
Mr. Tushar Gunderia acts as a Secretary to the Committee.

Mr. Prakash Apte, ceased to be Member of the SRC w.e.f. April
13, 2026, consequent to his resignation as Independent Director
effective conclusion of Board Meeting on April 13, 2026.

In the Board Meeting held on April 13, 2026, the Board of Directors
inducted Ms. Kavita Nair as Member of SRC.

Accordingly, the reconstituted SRC consists of Mr. R. S.
Subramanian, Chairman of the Committee and Mr. Balfour Manuel
and Ms. Kavita Nair as Members of the Committee.

The details of Stakeholders Relationship Committee Meetings and
attendance of Committee Members are provided in the Corporate
Governance Report, which forms a part of the Annual Report.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the
financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of the report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE ACT

Loans, guarantees or investments covered under Section 186
of the Act forms part of the Notes to the Financial Statements
provided in this Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES

There were no materially significant Related Party Transactions
entered into by the Company with the persons / related party(s) as
defined under Section 2(76) of the Act which may have a potential
conflict with the interest of the Company at large.

All Related Party Transactions, identified by the Company during
the reporting period, under Section 188 of the Act and Regulation
23 of the SEBI Listing Regulations were placed before the Audit

Committee and Board for approval, except transactions during the
year with DHL Information Service (India) LLP for an amount of
Rs. 1.05 Lakhs and Delhi Cargo Service Center Private Ltd. for
an amount of Rs. 42.8 Lakhs which were noted subsequent to the
year end.

None of the Directors have any pecuniary relationship or
transactions with the Company.

The particulars of contracts or arrangements with related parties
as required under Section 134(3)(h) in prescribed Form AOC - 2
are annexed herewith as 'Annexure C' to the Board's Report.

The 'Policy on Related Party Transactions/Disclosures' as approved
by the Board is posted on the Company's website viz. www.bluedart.
com. The web link of 'Policy on Related Party Transactions/
Disclosures' is https://blue-dart-ir-umb.azurewebsites.net/media/
ed5itwas/bluedart_relatedpartydisclosures_final-lpdf

The Company is in the process of reviewing its policies and
taking measures to further enhance its framework pertaining to
assessment and approval of Related Party Transactions.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(3)(c) of the Act, your
Directors confirm that:

i. In the preparation of the annual accounts, the applicable
accounting standards have been followed, and no material
departures have been made from the same;

ii. They have selected accounting policies and applied them
consistently and made judgements and estimates that are
reasonable and prudent, so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2026 and
of the profit of the Company for the financial year ended March
31, 2026;

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

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

v. They have laid down proper internal financial controls to be
followed by the Company and that the financial controls were
adequate and were operating effectively; and

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

28. BOARD EVALUATION

Pursuant to provisions of the Act, Schedule IV and Regulation 17
of Listing Regulations, the Board is required to carry out an annual
evaluation of its own performance, as well as of its Committees,
the Chairperson, and individual Directors.

In line with effective governance requirements, the performance
evaluation of the Board of the Company, Committees of the Board,
and Chairman and Directors on the Board has been carried out for
the financial year 2025-26 by an independent external entity, viz.
M/s KPMG India Services LLP, Mumbai.

The evaluation process considered performance effectiveness
regarding the Board composition, expertise, dynamics, results-
orientation, strategic oversight, risk management, future lens on
macro and micro disruptions and strengthening internal controls,
succession planning and leadership. The evaluation, inter alia,
extended to the composition, terms of reference, and delivery
of objectives and outcomes of the Committees of the Board.
The performance of individual Directors has been evaluated
on parameters such as preparation, participation, conduct,
independent judgement, governance and ethics, and effectiveness.

While the individual Directors' performance is being reviewed by
the Chairperson and rest of the Board excluding the Director being
evaluated, the Chairperson's and Non-Independent Directors'
performance are appraised through feedback from the Board of
Directors and Independent Directors respectively.

The evaluation of Independent Directors is carried out by the
entire Board excluding the Director being evaluated which includes
performance of Directors and fulfillment of the independence
criteria as specified and their independence from the management.

29. AUDITORS AND AUDITORS REPORTSTATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof, for the time being
in force), M/s. Deloitte Haskins & Sells LLP, Chartered Accountants,
(Firm Registration Number: 117366W/ W-100018), were appointed
as Statutory Auditors of the Company for a term of 5 (five) years to
hold office from conclusion of the 31^st Annual General Meeting of
the Company held on July 27, 2022 upto the conclusion of the 36^th
Annual General Meeting (“Statutory Auditors”).

Your Company has received requisite certificate from M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, confirming that
they satisfy the criteria provided under section 141 of the Act and
are not disqualified from continuing as Statutory Auditors of the
Company.

The Auditors' Report for the financial year 2025-26 does not contain
any qualification, reservation, adverse remarks or disclaimer and
forms part of this Annual Report. There is no incident of fraud
reporting by Auditors under the Provisions of Section 143(12) of
the Act.

SECRETARIAL AUDITORS

In compliance with Regulation 24A of the SEBI Listing Regulations
and Section 204 of the Act, the Members had, at the 34^th Annual
General Meeting held on August 13, 2025, appointed M/s.

Makarand M. Joshi & Co., Practising Company Secretaries, a
peer reviewed firm (Firm Registration No. P2009MH007000)
as the Secretarial Auditors of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY 2029-30.
The Secretarial Auditor has confirmed that they continue to hold a
valid peer review certificate as prescribed under the SEBI Listing
Regulations.

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s.
Makarand M. Joshi & Co., Company Secretary in Practice, to
undertake “Secretarial Audit” and “Annual Secretarial Compliance
Audit’ of the Company for the year ended March 31, 2026. The
Secretarial Audit Report and Annual Secretarial Compliance
Report does not contain any qualification, reservation or adverse
remark except observation/ remarks as stated below:

The Company has obtained prior approval of Audit Committee
for all Related Party Transactions (RPTs), except in three minor
instances. The said RPTs were ratified by the Audit Committee and
the Board.

The Secretarial Audit Report is annexed herewith as 'Annexure D'
to the Board's Report.

Secretarial Audit Report of Material Unlisted Subsidiary

As per Regulation 24(A) of SEBI Listing Regulations, a listed
company is required to annex 'Secretarial Audit Report' of its
material unlisted subsidiary to its Annual Report. Accordingly, the
Secretarial Audit Report of M/s. Blue Dart Aviation Ltd. is annexed
along with the Directors Report of BDAL forming part of this Annual
Report.

Disclosure on confirmation with the Secretarial Standards

Blue Dart is in compliance with Secretarial Standards as specified
by the Institute of Company Secretaries of India (ICSI).

COST AUDITORS

During the year under review, the provisions of Maintenance of
Cost Records and requirements of Cost Audit as stated under
Section 148 of the Act and the Companies (Cost Records and
Audit) Rules, 2014 were not applicable to the Company.

30. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2026, is available on the
Company's website at www.bluedart.com

31. POLICIES

The Board, from time to time, has framed and revised various
policies as per applicable laws and standards for better governance
and administration of Blue Dart. Some of the important policies
that were framed by the Board include the following:

1. Nomination & Remuneration Policy: This policy sets out

the objective, functions and scope of the Nomination and
Remuneration Committee for determining qualifications,
experience, independence etc. relating to the appointment and
remuneration of the Directors, Key Managerial Personnel and
senior management employees of the Company.

2. CSR & ESG Policy: This policy sets out the role of the CSR
Committee of the Board, which includes identification of the
areas where the CSR activities will be performed, evaluation
of CSR activities, reviewing the CSR spending vis-a-vis the
activities implemented and monitoring the process of CSR
projects/ programs of the Company as per Annual Action Plan.
Further, providing guidelines for common understanding and
ensuring adherence of ESG & following Principles of Business
Responsibility and Sustainability Report (BRSR), enshrined
in SEBI Regulations, derived from the National Guidelines on
Responsible Business Conduct (NGRBC), ensuring that the
Company adopts responsible business practices in line with its
Environmental, Social and Governance (ESG) responsibilities,
ensure ethically driven business process that is committed to
the values, aimed at driving the Group's credo of Connecting
People, Improving Lives

3. Risk Management Policy: This policy provides the framework
for identification of risks of the Company, risk assessment
and prioritization, loss prevention measures and other risk
management measures for the Company.

4. Related Party Transaction Policy: This policy regulates entry
into transactions between the Company and its related parties
and the required corporate approvals as per the laws and
regulations applicable to the Company from time to time.

5. Policy on Determination of Materiality of Event or
Information: This policy lays down the criteria for determining
the materiality of an event or information of the Company
for purposes of making required disclosures to the stock
exchanges pursuant to the Listing Regulations.

6. Code of Conduct for dealing in the Company’s Securities:

Pursuant to the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, Blue Dart
has framed a Code of Conduct on prohibition of insider trading.

7. Dividend Distribution Policy: This policy describes the
circumstances under which a member may or may not
expect a dividend and the financial parameters and internal
and external factors which are considered by the Board for
declaration of dividends.

32. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES

Transfer of unclaimed shares to unclaimed suspense account
of the company and (demat) suspense escrow account

During the financial year under review, the Company was not
required to transfer any shares to the unclaimed suspense account
as specified in Schedule VI of the Listing Regulations. The details

of the shares transferred from the unclaimed suspense account
to the respective shareholders and details of shares transferred
to / released from (Demat) Suspense Escrow Account during
the financial year under review are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Investor Education and Protection Fund (“IEPF”)

Pursuant to the provisions of Section 124(5) of the Act read with
the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“the Rules”), all unpaid or unclaimed dividends are required
to be transferred by the Company to the IEPF Authority established
by the Government of India, after the completion of seven years.
Further, according to provisions of Section 124(6) of the Act read
with the said Rules, the shares on which dividend remains unpaid
or unclaimed by the shareholders for 7 (seven) consecutive years
or more shall also be transferred to the demat account of the IEPF
Authority.

Accordingly, during the financial year under review, the Company
transferred 1303 equity shares to the demat account of the IEPF
Authority on which the dividend remained unclaimed / unpaid
for the financial years up to 2017-18. In terms of the provisions
of Sections 124(5) and 125 of the Act and said Rules, during
the financial year under review, an amount of '4,81,013 being
remained unpaid / unclaimed dividend for the financial year 2017¬
18 was transferred to the IEPF Authority.

Further, the unpaid and unclaimed dividend amount lying with
the Company for financial year 2018-19 is due for transfer to the
IEPF in the month of September 2026. The details of the same
are available on the Company's website viz. www.bluedart.com.
Mr. Tushar Gunderia, is Nodal Officer and Mr. Vikram Soni, is the
Deputy Nodal Officer to ensure compliance with the IEPF Rules.

33. CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION AND ANALYSIS REPORT

Blue Dart is committed to maintaining high standards of corporate
governance and is adhering to corporate governance requirements
set out by the Securities and Exchange Board of India. Our
corporate governance practices are reflection of our value system
encompassing our culture, policies, and relationships with our
stakeholders. Blue Dart believes that corporate governance is
application of the best management practices, compliance of law
in true 'letter and spirit' and adherence to an ethical standard for
effective management and distribution of wealth and discharge
of social responsibility for sustainable development of all
Stakeholders.

Corporate Governance reflects the principles embedded in its
values, policies and day-to-day business practices, leading to
sustainable, value-driven growth of the Company. Blue Dart
maintains, and is enhancing its internal governance practices
to ensure that it continues to maintain the highest standards of
corporate governance and disclosure practices and is committed
to transparency in all its dealings.

A section on Corporate Governance along with a certificate from
the Auditors confirming compliance with conditions of Corporate
Governance as stipulated under the Listing Regulations is annexed
and forms part of the Directors' Report.

A detailed review of operations, performance and future outlook
of the Company and its business is given under the 'Management
Discussion and Analysis' Report which forms an integral part of
this Report and is set out as a separate section to this Report.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(“BRSR”)

The Business Responsibility and Sustainability Report (“BRSR”)
for the financial year 2025-26 in the format as stipulated by the
SEBI Circular dated July 12, 2023 along with an assurance
report by Deloitte Haskins & Sells LLP forms part of this Annual
Report in compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations. This would enable the Members to have an insight
into Environmental, Social and Governance initiatives of the
Company.

35. CEO/CFO CERTIFICATION

In accordance with Regulation 17 of the Listing Regulations
pertaining to corporate governance norms, Mr. Balfour Manuel,
Managing Director and Mr. Sagar Patil, Chief Financial Officer,
certified, inter-alia, on review of Financial Statements and
establishing and maintaining internal controls for the financial
reporting for the financial year ended March 31, 2026. The said
certificate forms an integral part of the Annual Report.

36. DEPOSITS

During the year, Blue Dart has not accepted any Deposits within
the meaning of provisions of Section 73 and/or 76 of the Act and
Rules made thereunder.

37. HUMAN RESOURCE DEVELOPMENT

Particulars of Employees and related disclosures

The information on the particulars of employees' remuneration
as per Section 197(12) of Act, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, forms
part of this Report. However, as per the provisions of Section 136
(1) of the Act, the report and financial statements are being sent
to all shareholders of the Company, excluding the Statement of
Particulars of Employees. In accordance with the provisions of
Section 136 of the Act, this exhibit is available for inspection by
the shareholders through electronic mode. Any Member interested
in obtaining a copy of the said statement may send an e-mail to
Investors@bluedart.com.

The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section
(12) of section 197 of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,

2014, forms part of this Report as 'Annexure E' to the Board's
Report.

Certain eligible employees of the Company are covered under the
Performance Share Plan & Share Matching Scheme established
and governed by the Ultimate Holding Company viz; Deutsche
Post AG. Further, DHL's share schemes viz; Employee Share Plan
and myShares, were extended to all eligible employees of the
Company till December 2025 and have been discontinued w.e.f.
January 1, 2026.

The total number of employees as on 31^st March, 2026 was 13,251
consisting of 12,449 male employees and 802 female employees.

Maternity Benefits Act, 1961:

During the financial year 2025-26, the Company complied with the
provisions of the Maternity Benefit Act, 1961 (as amended from
time to time) and the applicable maternity related provisions under
the Code on Social Security, 2020.

38. PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE

The particulars regarding conservation of energy, technology
absorption and foreign exchange earnings and expenditure
stipulated under section 134(3)(m) of the Act read with the
Companies (Accounts) Rules 2014 are annexed as 'Annexure F'
to the Board's Report.

39. GENERAL

Your Directors state that, no disclosure or reporting is required
in respect of following items since there were no transactions in
respect thereof, during the year under review:

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme.

3. Neither Managing Director nor Whole Time Directors of the
Company received any remuneration or commission from any
of its subsidiaries.

4. No significant or material orders were passed by the regulators
or courts or tribunals which impacted the going concern status
and Company's operations in future.

5. As on March 31, 2026, there is no Associate Company or Joint
Venture Company within the meaning of Section 2(6) of the
Act.

6. No material fraud has been reported by the Auditors to the
Audit Committee or the Board.

7. There was no change in the nature of business.

8. There are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016.

9. There was no instance of a one-time settlement with any Bank
or Financial Institution.

40. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of
all employees of the Company for their unstinted commitment and
continued contribution to the Company. The success of Blue Dart
is directly linked to hard work and commitment of its employees
to ensure 'business continuity' and qualitative service offerings
for its customers. Their commitment and contribution are deeply
acknowledged. We look forward to their continuing support and
involvement.

The Board wish to express its sincere appreciation and thanks
to all customers, suppliers, banks, financial institutions, advisors,
Government of India, concerned State Governments and other
authorities for their consistent support and co-operation extended
during the year.

We remain deeply grateful to our Shareholders for the confidence
and faith that they have always placed on us.

For and on behalf of the Board of Directors

Kavita Nair Balfour Manuel

Chairperson Managing Director

DIN: 07771200 DIN:08416666

Mumbai

August 10, 2026