The Standalone and Consolidated Financial Statements
of your Company for FY26 are prepared in compliance
with the applicable provisions of the Companies Act,
2013 ("the Act"), Indian Accounting Standards ("Ind AS")
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended ("SEBI Listing Regulations").

State of Affairs of the Company/ Business
Operations

As of March 31, 2026, your Company provided logistics
and supply chain solutions to a diverse base of over 52,000
active customers such as e-commerce marketplaces,
direct-to-consumer e-tailers and enterprises and small
and medium enterprises ("SMEs") across several
verticals such as fast-moving consumer goods ("FMCG"),
consumer durables, consumer electronics, lifestyle, retail,
automotive and manufacturing.

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

The key differentiators of business of your Company are:

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

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

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

• Automation: Your Company operated 47 fully and
semi-automated sortation centres and 129 gateways,
including processing centers across India as of March
31, 2026. We have a Rated Automated Sort Capacity of
10.4 million shipments per day as of March 31, 2026.
We have automated material handling systems at
gateways in Bhiwandi (Maharashtra), Tauru (Haryana)
and Bengaluru (Karnataka). This automation, combined
with system directed floor operations, path expectation
algorithms and machine-vision guided truck loading
systems, together enable the facility staff to be more
productive and reduce errors in their operations.

• Unified Infrastructure and Network: Your Company
operates a pan-India network and provides services
in 18,830 postal index number (PIN) codes, as of
March 31, 2026. Logistics platform, data intelligence
and automation of your Company enable the network
to be seamlessly interoperable and allow sharing of
infrastructure and operational capacity across business
lines and set new service standards, such as providing
e-commerce-like turnaround times to traditional Part
Truckload shippers on several lanes.

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

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

Scheme of Arrangement

During the FY 2023-24, a Scheme of Amalgamation for
merger of Spoton Logistics Private Limited (Wholly Owned
Subsidiary of the Company) and Spoton Supply Chain
Solutions Private Limited (Wholly Owned Subsidiary of
Spoton Logistics Private Limited), into and with Delhivery
Limited ("Scheme"), pursuant to Sections 230 to 232
of the Act was approved by the Board of Directors of
the Company. The application of merger was filed with
National Company Law Tribunal ("NCLT") on March 30,
2024.

The Scheme was approved by the Hon'ble NCLT, vide
its order dated March 20, 2026 with the appointed date
as April 01, 2025. The certified true copy of the order
was filed with Registrar of Companies on May 01, 2026,
therefore, the Scheme came into effect from May 01,
2026.

Acquisition of Ecom Express Limited
("Ecom")

On April 05, 2025, the Board of Directors approved the
acquisition of shares representing at least 99.4% of
the issued and paid-up share capital (on a fully diluted
basis) of Ecom. The share purchase agreement ("SPA")
was executed between the Company, Ecom, and their
shareholders on April 05, 2025.

The Competition Commission of India (CCI), vide its lette
dated June 17, 2025, granted its approval for the proposec
acquisition. Subsequently, pursuant to the Amendmen
Agreement to the SPA dated July 17, 2025, the Company
completed acquisition of 99.87% of Ecom's issued and
paid-up share capital on a fully diluted basis on July 23
2025 at a purchase consideration of '1,369 crore.

Further, on December 10, 2025, the Company completed
the acquisition of the remaining stake, thereby acquiring
100% of the issued and paid-up share capital of Ecom
(on a fully diluted basis). Consequently, Ecom became £
wholly-owned subsidiary of the Company with effect from
December 10, 2025.

Transfer to Reserves and Dividend

No amount is proposed to be transferred to reserves
except as required under the statute. The Board of youi
Company does not recommend any dividend for the FY26

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

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

Your Company floated an IPO of its equity shares during
FY 2022-23. There was no deviation in the use of proceeds
of the IPO from the objects stated in the Offer document
as per Regulation 32 of the SEBI Listing Regulations. All
the amount of IPO proceeds has been fully utilised by
the Company and there was no outstanding unutilised
amount.

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

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

Change in the nature of Business

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

Material Changes and Commitment affecting
financial position of the Company

Pursuant to the requirements of Section 134(3)(l) of the
Act, except as stated below, there have been no material

changes and commitments affecting the financial position
of the Company between the end of the financial year and
the date of this Report.

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

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

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

Employees' Stock Option Plans

Your Company has four Employees' Stock Option Plans,
namely, Delhivery Employees Stock Option Plan, 2012
("ESOP I - 2012”), Delhivery Employees Stock Option Plan
- II, 2020 ("ESOP II - 2020”), Delhivery Employees Stock
Option Plan - III, 2020 ("ESOP III - 2020”) and Delhivery
Employees Stock Option Plan - IV, 2021 ("ESOP IV -
202l”, and collectively, the "ESOPs”). These ESOPs are
in compliance with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (hereinafter referred to as "SEBI SbEB
& SE Regulations”).

The Secretarial Auditors of your Company has provided
a certificate stating that the aforesaid ESOPs have been
implemented in accordance with the SEBI SBEB & SE
Regulations. The said certificate will be placed before the
Members at the ensuing Annual General Meeting ("AGM")
and will also be made available on the website of your
Company.

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

Credit Rating

Not applicable

Board of Directors

Your Company has an appropriate mix of directors on
its Board. As on March 31, 2026, the Board consisted of
three (3) Executive Directors and eight (8) Non-Executive
Independent Directors including three (3) Women
Independent Directors. Your Directors are eminent
individuals of diverse backgrounds with skills, experience
and expertise in various areas, the complete list of which
has been provided in the Corporate Governance Report
forming part of this Report.

During FY 26 and upto the date of this report, there were
following changes in the Board composition:

Appointment and Re-appointment

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

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

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

• The Board, at its meeting held on May 16, 2025,
based on the recommendation of NRC, approved the
appointment of Mr. Suraj Saharan, Chief People Officer
of the Company, as Whole-time Director, designated
as Executive Director and Chief People Officer, which
was approved by Members through Postal Ballot on
June 28, 2025.

• The Members at its AGM held on September 03, 2025,
have re-appointed Mr. Kapil Bharati (DIN: 02227607) as
the Director of the Company, liable to retire by rotation.

• The Board, at its meeting held on August 01, 2025,
based on the recommendation of NRC, approved the
below matters, which were approved by the Members
at its AGM held September 03, 2025:

- Appointment of Dr. Padmini Srinivasan (DIN:
09813415) as a Non-Executive Independent Director
for a term of five years with effect from August 01,
2025; and

- Appointment of Mr. Yashish Dahiya (DIN: 00706336)
as a Non-Executive Independent Director for a term
of five years with effect from August 01, 2025.

• The Board, on March 19, 2026, based on the
recommendation of NRC, approved the appointment of
Ms. Neelam Dhawan (DIN: 00871445) as an Additional
Director under the category of Non-Executive
Independent Director of the Company for a term of
five years with effect from March 20, 2026. She is
also designated as the Chairperson of the Board of
Directors, effective April 01, 2026. The Members
also approved her appointment as Non-Executive
Independent Director on May 07, 2026 through postal
ballot.

• The Board, at its meeting held on May 16, 2026,
based on the recommendation of NRC, approved
the appointment of Mr. Kabir Ahmed Shakir (DIN:
03584898) as an Additional Director under the
category of Non-Executive Independent Director of the
Company for a term of five years with effect from May
16, 2026. The Members also approved his appointment
as Non-Executive Independent Director on July 09,
2026 through postal ballot.

Cessation(s)

• Mr. Srivatsan Rajan, Non-Executive Independent
Director (DIN: 00754512), resigned from the Board with
effect from September 30, 2025, on account of other
professional commitments.

• Ms. Aruna Sundararajan, Non-Executive Independent
Director (DIN: 03523267), resigned from the Board with
effect from January 01, 2026, on account of increase in
her current and forthcoming commitments.

• Mr. Deepak Kapoor, Chairman and Non-Executive
Independent Director (DIN: 00162957) resigned from
the Board with effect from April 01, 2026, pursuant to
the Company's planned Board rejuvenation process.

• Mr. Saugata Gupta, Non-Executive Independent
Director (DIN: 05251806) resigned from the Board with
effect from April 01, 2026, pursuant to the Company's
planned Board rejuvenation process.

• Mr. Romesh Sobti, Non-Executive Independent Director
(DIN: 00031034) resigned from the Board with effect
from July 01, 2026, pursuant to the Company's planned
Board rejuvenation process.

The Board placed on record its appreciation for
Mr. Srivatsan Rajan, Ms. Aruna Sundararajan, Mr. Deepak
Kapoor, Mr. Saugata Gupta and Mr. Romesh Sobti for their
valuable contribution and insightful guidance during their
tenure.

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

Key Managerial Personnel and Senior
Management Personnel

During FY 26 and upto the date of this report, there were
following changes in Key Managerial Personnel ("KMP")
and Senior Management Personnel ("SMP") of your
Company.

Appointment(s)

• The Board, at its meeting held on November 05, 2025,
based on the recommendation of the NRC, approved
the appointment of Mr. Vivek Pabari as the Chief
Financial Officer and KMP of the Company with effect
from January 01, 2026.

• The Board, at its meeting held on May 16, 2026,
based on the recommendation of the NRC, approved
the appointment of Mr. Prashant Gazipur designated
as Chief Operating Officer - In-city Operations,
Mr. Nikhil Ummat designated as Chief Operating
Officer - Engineering and Automation, Mr. Kumar
Sunny Raja designated as Chief Procurement Officer
and Mr. Vikas Kapoor designated as Chief Strategy
Officer, as KMPs of the Company. Further, Mr. Varun
Bakshi, who was designated as SVP & Head - PTL and
SMP has been designated as Chief Sales Officer and
KMP of the Company. Mr. Arun Bagavathi who is under
full time employment of a wholly owned subsidiary of
the Company, designated as Chief Operating Officer
- Network Operations and appointed as KMP of
Delhivery.

• The Board, at its meeting held on August 08, 2026,
based on the recommendation of the NRC, elevated
Ms. Vani Venkatesh, Chief Business Officer & KMP,
as Deputy Chief Executive Officer. She will remain
designated as KMP of the Company.

Cessation(s)

• Mr. Amit Agarwal, Chief Financial Officer and KMP of
the Company, resigned from the Company effective
end of business hours on December 31, 2025.

• Mr. Ajith Pai Mangalore, Chief Operating Officer and
KMP of the Company resigned from the Company on
August 08, 2026 and the resignation will be effective
from September 16, 2026.

The Board placed on record its appreciation for Mr. Amit

Agarwal and Mr. Ajith Pai Mangalore for their valuable

contribution and insightful guidance.

Directors retiring by rotation

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

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

Independent Directors' Declaration

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

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as

Independent Directors of the Company and the Board
is satisfied with the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

Familiarisation Programme for Directors

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

Board and Committee Meetings

Board

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

Board Committees

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

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) CSR & Sustainability Committee;

d) Stakeholders' Relationship Committee;

e) Risk Management Committee; and

f) Merger and Acquisition Committee

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

Policy on Director's Appointment, Remuneration
and other matters

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

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

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

Board Evaluation: The policy includes provisions for
conducting regular evaluations of the performance of
the board, individual directors, and board committees.

The evaluation process helps in identifying areas for
improvement and ensuring the effectiveness of the board.

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

Board Evaluation

The NRC has formulated a policy and criteria for
evaluation of the Board and its Committees and the
same has been adopted by the Board. During FY26,
the performance evaluation was conducted through
structured questionnaires which cover various aspects
of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Member's
strengths and contribution, execution and performance
of specific duties, obligations and governance. The
evaluations were carried out in a confidential manner and
the Directors provided their feedback by rating based
on various metrics. The details of the Board evaluation
process are mentioned in the Corporate Governance
Report forming part of this Report.

Pursuant to Schedule IV of the Act read with Regulation
25 of SEBI Listing Regulations, a separate meeting of the
Independent Directors was also held during the financial
year on March 26, 2026 for evaluation of the performance
of the Non-Independent Directors, the Board as a whole
and that of the Chairperson. The feedback of evaluation
and trends was shared by the Chairperson of the Board
to all Board Members.

Directors' Responsibility Statement

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

a) in the preparation of the Annual Financial Statements
for the financial year ended March 31, 2026, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b) they have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as on March 31, 2026, and of the profit of
the Company for the year under review;

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

d) the Annual Financial Statements for the financial year
ended March 31, 2026, have been prepared on a
'going concern' basis;

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

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

Internal Controls and their Adequacy

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

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

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

Subsidiaries, Associate Companies & JointVentures

Subsidiaries

Your Company has the following wholly owned subsidiaries
as on March 31, 2026 and upto date of signing of this
report. The details are as follows:

1. Ecom Express Limited, India¹

2. Delhivery Freight Services Private Limited, India

3. Orion Supply Chain Private Limited, India

4. Delhivery Cross Border Services Private Limited,
India

5. Algorhythm Tech Private Limited, India

6. Delhivery Robotics India Private Limited, India

7. Delhivery Financial Services Private Limited, India²

8. Spoton Logistics Private Limited, India ("Spoton
Logistics")³

9. Spoton Supply Chain Solutions Private Limited, India
("Spoton Supply Chain")³ (Subsidiary of Spoton
Logistics)³

10. Delhivery HK Pte. Limited, Hong Kong

11. Delhivery USA, LLC

12. Delhivery Singapore Pte. Ltd., Singapore ("Delhivery

Singapore")

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

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

15. Delhivery UK Limited (Subsidiary of Delhivery
Singapore)⁵

¹The Board of Directors approved the acquisition of Ecom
Express Limited at its meeting held on April 05, 2025. It became
a subsidiary of the Company with effect from July 18, 2025 and
a wholly-owned subsidiary of the Company with effect from
December 10, 2025.

²The Board of Directors approved the incorporation of Delhivery
Financial Services Private Limited at its meeting held on
November 05, 2025. It was incorporated on January 16, 2026
to provide Non Banking Financial Services.

³Spoton Logistics and Spoton Supply Chain, merged into and
with the Company, pursuant to the Scheme of Amalgamation
approved by the Hon'ble NCLT, vide its order dated March 20,
2026 with the Appointed Date of the Scheme as April 01, 2025.
The certified true copy of the order was filed with Registrar of
Companies on May 01, 2026, therefore, the Scheme is effective
from May 01, 2026.

⁴This company was statutorily incorporated during the financial
year 2023; however, no capital/fund infusion has been done yet
and this company is non-operative as on date.

⁵The Board of Directors approved the incorporation of Delhivery
UK Limited at its meeting held on November 05, 2025. It
incorporated on January 15, 2026, to provide Supply Chain
Solutions & Logistics Services.

Post March 31, 2026, the Board of Directors approved
the incorporation of Delhivery Fintech Distribution Private
Limited ("Delhivery Fintech") at its meeting held on May
16, 2026. Delhivery Fintech was incorporated on June
02, 2026, to provide services of distribution of financial
products, mobility and transport solutions, including to
operate as a Insurance Corporate Agent.

There has been no material change in the nature of the
business of such subsidiaries.

Further, the following Companies ceased to be a
subsidiary of the Company during FY26.

• The Board of Directors of the Company approved the
liquidation of Delhivery Corp Limited, United Kingdom
("Delhivery Corp"), at its meeting held on May 17, 2024.
Delhivery Corp was subsequently dissolved with effect
from June 10, 2025, and consequently ceased to be a
subsidiary of the Company.

• The Board of Directors of the Company approved the
liquidation of Delhivery Bangladesh, at its meeting held on
February 07, 2025. Delhivery Bangladesh Logistics
Private Limited ("Delhivery Bangladesh"), a direct
wholly owned subsidiary of Delhivery Singapore,
which was subsequently dissolved with effect from
November 03, 2025, and consequently ceased to be a
subsidiary of the Company.

Associate Companies

Your Company has one associate company i.e., Falcon
Autotech Private Limited as on March 31, 2026. Further,
no company became or ceased to be the associate of the
Company during FY26.

Joint Venture

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

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

In accordance with the provisions of Section 136 of the
Act, and the amendments thereto, read with the SEBI
Listing Regulations, the audited financial statements,

including the consolidated financial statements and
related information of your Company and the financial
statements of the subsidiary companies, are available on
the website of your Company athttps://www.delhivery.
com/company/investor-relationsfor inspection by the
Members.

Pursuant to the provisions of Regulation 16(c) of the
SEBI Listing Regulations, the Board has approved and
adopted a Policy for determining material subsidiary. The
said policy is available on the website of your Company
athttps://www.delhivery.com/company/investor-
relations?sec=policies-codes.

Deposits

During FY26, your Company has not accepted any
deposits from the public in terms of the provisions of
Section 73 of the Act. Further, no amount on account
of principal or interest on deposits from the public was
outstanding as on March 31, 2026.

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

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

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

Since all the transactions with related parties during the
year were on arm's length basis and in the ordinary course
of business, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable for FY26.

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

Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo

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

Vigil Mechanism / Whistle Blower Policy

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

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

Auditors & Auditors' Report

Statutory Auditors

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

M/s. Deloitte Haskins & Sells LLP have given unmodified
opinion and have not given any qualification, reservation,
adverse remark, or disclaimer in their audit report
on the audited financial statements (standalone and
consolidated) of the Company for the financial year ended

on March 31, 2026. The report of the Statutory Auditor
forms part of the Annual Report for FY26.

Secretarial Auditors

The Members at its 14^th AGM held on September 03,
2025, approved the appointment of M/s. Chandrasekaran
Associates, Practicing Company Secretaries (Firm
Registration Number P1988DE002500), as the Secretarial
Auditors for a term of five (5) consecutive years, i.e. from
the conclusion of the 14^th AGM till the conclusion of 19^th
AGM of the Company to be held in the calendar year 2030.

The Secretarial Auditors conducted a Secretarial Audit of
your Company for FY26 as per the provisions of Section
204 of the Act and the Secretarial Audit Report is annexed
as Annexure-3 to this Report.

The Secretarial Auditors have given a remark in its report
stating that the Company delayed in filing of disclosure
under Regulation 23(9) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 for the
half-year ended September 30, 2025 on National Stock
Exchange ("NSE") portal, pursuant to which a fine of
'10,000/- is levied on the Company.

The Board at its meeting held on May 16, 2026 noted
that the Company has submitted the said disclosure, as a
part of Integrated governance with BSE within prescribed
timeline. However, the said submission with NSE was
delayed by two days. The Company had duly paid the
amount of fine within the timeline.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and
the Companies (Accounts) Rules, 2014, Mr. Jitendra
Khatri, Chartered Accountant, who holds the designation
of Senior Vice President-Internal Audit in the Company
was appointed as Internal Auditor by the Board to conduct
internal audit of your Company for FY26. Mr. Jitendra
Khatri reports to the Chairperson of the Audit Committee.
The findings of the Internal Audit report are submitted to
the Audit Committee on a periodic basis and corrective
actions are taken by the respective functional teams as
per the suggestions of the Internal Auditor and Audit
Committee.

Further, the Board has re-appointed Mr. Jitendra Khatri
as the Internal Auditor of your Company for financial year
2026-27.

Disclosure regarding Frauds

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

Cost Records and Audit

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

Annual Return

The Annual Return in Form MGT - 7 for the FY26 pursuant
to Section 92(3) read with Section 134(3)(a) of the Act
and Rules made thereunder, is available on the website
of your Company athttps://www.delhivery.com/companv/
investor-relations.

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

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

During the year, the Company received 44 (Forty-
four) complaints alleging sexual harassment. Of these,
1 complaint was under investigation and pending for
resolution as of the end of the year, in accordance with the
provisions of the POSH Act. Further details are mentioned
in the Business Responsibility and Sustainability Report
forming part of this Report.

Further, there are no cases pending for more than ninety
days during FY26.

Disclosure with respect to the compliance
of the provisions relating to the Maternity
Benefit Act, 1961

The Company remains steadfast in its compliance with
the provisions of the Maternity Benefit Act, 1961, and
has integrated a comprehensive Leave Policy that strictly
adheres to the prescribed statutory mandates. This
policy is a cornerstone of our commitment to fostering
an inclusive and equitable workplace that recognizes the
needs of our women employees during various stages

of motherhood. To ensure a holistic support system, the
Company offers access to mental wellness initiatives
and professional counseling services, prioritizing the
emotional and psychological well-being of our staff.
Furthermore, the Company facilitates essential childcare
support by providing tie-ups with reputable daycare
centers or offering reimbursement for creche expenses,
thereby empowering mothers to balance their professional
aspirations with personal responsibilities. We believe that
such measures not only fulfill our legal obligations but
also strengthen our organizational resilience by retaining
diverse talent. Through these initiatives, the Company
continues to build a culture of empathy and security,
ensuring that our women employees feel valued and
supported throughout their professional journey.

Downstream Investment

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

Corporate Social Responsibility ("CSR")
Policy

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

Risk Management

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

mitigated and all information that may be required to be
disclosed is reported to Senior Management, the Audit
Committee, the Risk Management Committee and the
Board.

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

Particulars of Employees

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
attached as Annexure-5 forming part of this Report.

In terms of Section 197(12) of the Act, read with Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of limits set
out in said rules forms part of this Report. Considering the
provisions of Section 136 of the Act, the Annual Report,
excluding the aforesaid information, is being sent to the
Members of the Company and others entitled thereto. The
said information is available for inspection by Members
at the registered office of the Company or through
electronic mode during business hours on working days
up to the date of the forthcoming AGM. Any Member
interested in obtaining a copy thereof may send an email
to corporateaffairs@delhivery.com.

Human Resources and Employee Relations /
Development

In FY26, your Company further strengthened its
commitment to building a people-first organisation,
anchored in inclusivity, respect, and empathy. The
Company's culture continues to champion integrity,
teamwork, and client-centricity, while placing employees'
wellbeing at the heart of how the Company operates.
Through this approach, we strive to create an environment
where every individual finds meaningful opportunities to
grow, contribute, and build a fulfilling career within the
organisation.

Diversity, Equity and Inclusion

Advancing gender diversity is both a social commitment
and a strategic priority. The Company significantly
expanded its gender diversity initiatives, growing its
network of all-women-operated hubs. During FY26,
four additional women-operated facilities in Aizawl,
Lumla, Cochin, and Ghaziabad were added. Serving
as benchmarks for women's empowerment in India's
logistics sector. At these facilities, female colleagues lead
complex operations spanning advanced automation, team
leadership, quality control, and strategic planning.

The impact of these focused initiatives is reflected in our
overall diversity numbers. As of March 31,2026, the female
workforce on the on-roll headcount grew by 19.4% year-
on-year, while the off-roll female headcount expanded
by 45.1%, reflecting steady progress on inclusive hiring
across business units and geographies.

To further support our frontline women workforce, the
Company is enhancing its focus on safety and wellbeing.
During FY26, the provision of sanitary vending machines
was extended to all warehouses with more than 50
female employees, and regular infrastructure and safety
surveys were institutionalised across women-operated
warehouses to ensure conducive and secure workplaces.

Performance Management and Internal Mobility

Internal talent development remained a core priority, with
structured pathways such as job rotations, internal job
postings, and cross-functional projects continuing to fuel
growth and skill enhancement. This focus has translated
into meaningful internal mobility and career advancement.
In FY26, 1,545 employees moved into new roles through
internal job postings (including 121 lateral movements),
while 553 employees were elevated through annual
and mid-cycle promotions. These movements equipped
colleagues to take on larger mandates and reinforced the
principle of growing leaders from within.

Your Company also deepened its long-term wealth
creation framework for employees. As of March 31, 2026,
1,616 employees held active ESOPs, with 716 first-time
grantees added during the year as recognition of sustained
performance and potential. The Annual Performance
Incentive (API) programme was expanded, nearly tripling
its reach since FY24, when it was introduced.

Recognising employees who have built their careers with
the Company, a Long Service Reward was institutionalised
for the first time in FY26. ESOP units were awarded to over
331 on-roll employees who have completed ten or more
years with the Company, welcoming them as long-term
stakeholders in the Company's journey.

Learning and Development

Under the Delhivery Academy, your Company continued
to invest in building the knowledge, skills, and capabilities
required for our colleagues to succeed in their roles.
In FY26, 18,855 employees were trained across 4,787
operational facilities. Coverage was particularly deep in
operations and security, with over 98% of new joiners
covered. In terms of the facility footprint these trainings
covered over 500 gateways and fulfilment centres and
over 4,200 last-mile facilities.

New hire functional readiness remained a strong area of
focus, with 98% of eligible new joiners completing role-
specific functional skills training in FY26. A refresher
training programme was rolled out for operations grades,
achieving over 95% coverage. On governance training
specifically, the Company achieved 78% completion of
POSH and Code of Conduct training across the on-roll
workforce and 91% across the off-roll workforce.

Leadership development continued through the
Management Development Programme, a week-long
residential programme delivered in partnership with the
Goa Institute of Management. The final batch of the FY25
cohort, comprising 21 senior managers, was completed
in early FY26. The successor Talent Development
Programme, designed to extend structured leadership
inputs deeper into the management pipeline, was readied
during the year and commenced in April 2026.

Your Company also reinforced its commitment to creating
employment opportunities in Tier 2 to Tier 4 cities through
the Skills Training and Employability Programme (STEP).
In FY26, 349 candidates were trained across 16 batches,
with 110 internships and on-the-job training opportunities
offered, and 20 candidates inducted into the Company
on completion of the programme as of March 31, 2026.
As part of our CSR commitment, we also partnered with
The Akshaya Patra Foundation to deliver external training
in operating systems, soft skills, and analytics to 1,030
beneficiaries during the year.

Employee Engagement

Your Company continued to invest in consistent, multi¬
channel communication and on-ground connection
with the workforce. In FY26, 4 organisation-wide
townhalls were conducted, complemented by numerous
business unit and facility-level sessions. Recognising
the importance of leadership presence at the frontline,
the leadership team led Last Mile roadshows and meets
across more than 90 events spanning 70 plus locations,
reaching over 13,000 colleagues across the on-roll, off-
roll, and Last-Mile Associate workforce. These initiatives
helped align teams ahead of peak season while reinforcing
a shared sense of purpose.

Recognition received renewed focus through the launch
of a refreshed Rewards and Recognition program, "Bar

Raiser". The centralised framework supported consistent
recognition across teams and functions, with over 3,200
employees recognised across multiple categories during
the year.

To strengthen the listening culture, the Company
introduced Evolve, a new employee feedback platform
designed to capture insights and drive actionable
improvements across the organisation. The new joiner
experience remained a key area of focus. Customised
induction plans were rolled out for approximately 3,900
employees across the on-roll workforce, including interns,
with quarterly on-site induction sessions held for senior-
level hires across major gateways, enabling over 200
colleagues to benefit from a blend of classroom learning
and practical exposure. Senior leadership interactions
were also strengthened, giving new joiners early exposure
to the Company's vision, expectations, and operating
culture.

Employee Wellness: Nurturing Healthy Communities

Recognising that organisational success is closely
linked to employee wellbeing, your Company further
expanded its wellness programmes during FY26. The
Employee Assistance Programme supported close to
2,000 employees who accessed professional counselling
services, addressing mental health and personal well¬
being concerns. Mental health awareness sessions were
conducted across nine UTR facilities, engaging more
than 400 employees, supplemented by virtual sessions
on stress management and nutrition to enable broader
and more convenient participation.

Eleven health camps were organised across nine UTR cities
and two last-mile cities, reaching over 1,800 employees.
These camps included comprehensive health checks
covering blood pressure, BMI, blood sugar, and eye and
dental examinations, along with doctor consultations. To
encourage physical wellbeing and team bonding, around
30 sports and fitness events were conducted across
corporate offices and operating locations.

For our frontline Field Executive workforce, the Company
introduced additional mental health awareness campaigns
on the rider application, alongside continued campaigns
on helmet safety, suicide prevention, and drug awareness,
to sensitise employees on key wellbeing and safety topics.

Employee Relations, Vigilance and Compliance

To enable seamless end-to-end governance and reinforce
accountability while preserving functional autonomy,
your Company unified the Employee Relations (ER) and
Vigilance functions under a single leadership structure
during FY26. Anchored in the guiding philosophy of "Guard
Ethics, Drive Transparency, and Drive Accountability,"

the integrated vertical was set up to embed consistent
ethical standards across the network and provide a single,
dependable channel for managing employee conduct,
grievance redressal, and integrity matters.

During the year, the vertical institutionalised a
comprehensive set of standard operating procedures
alongside a Consequence Management Matrix to ensure
consistency in disciplinary action and field-level training.
The Vigilance team's regional footprint was deepened
to establish active "eyes and ears" across all facilities,
enabling faster identification and resolution of issues
at the source. To embed a culture of integrity across
the workforce, nationwide awareness initiatives were
rolled out, including site visits and a dedicated Vigilance
Awareness Week, reinforcing expected standards of
ethical conduct across the network.

The efficacy of this unified model is reflected in the
volume and quality of case management during the year.
The vertical handled the cases in FY26, with a resolution
rate of 98.8%. These cases were actioned in line with
the Company's zero-tolerance approach to integrity
violations, and strict action was taken in cases found to
be in breach of the Company's Code of Conduct.

Looking ahead, the FY27 roadmap focuses on further
strengthening the regional ER presence to ensure
uniform disciplinary standards across geographies, and
on optimising case turnaround times through a structured
90-day plan supported by data-driven governance. Your
Company remains steadfast in upholding the highest
standards of ethical conduct in all its dealings, and views
ER and Vigilance as integral to building enduring trust
with employees, customers, partners, and the wider
ecosystem in which we operate.

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

The MD&A Report for FY26, as stipulated under Regulation
34 of the SEBI Listing Regulations, is annexed separately
forming part of this Report.

Business Responsibility and Sustainability
Report ("BRSR")

The BRSR for FY26, in format as stipulated by the SEBI
Master Circular dated January 30, 2026 along with limited
assurance report on BRSR Core by Deloitte Haskins &
Sells LLP in compliance with Regulation 34(2)(f) of the
SEBI Listing Regulations, is annexed.

Corporate Governance

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

Prevention of Insider Trading

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

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

The Company has also submitted report on violation of
the Code and the SEBI (Prohibition of Insider Trading)
Regulations, 2015 on case to case basis to the Stock
Exchanges.

Other Disclosures

In terms of the applicable provisions of the Act and SEBI
Listing Regulations, your Company provides following
additional disclosures as on March 31, 2026:

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

• No sweat equity shares have been issued.

• No buyback of shares have been undertaken.

• None of your Directors have received any remuneration
(except sitting fees) or commission from any subsidiary
of the Company.

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

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

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

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

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

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

Cautionary Statement

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

Acknowledgement

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

The Board wishes to place on record its sincere
appreciation to all employees for their hard work,

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

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

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

Sahil Barua Neelam Dhawan

Managing Director & Chairperson & Non-Executive
Chief Executive Officer Independent Director

DIN: 05131571 DIN: 00871445

Place: Gurugram
Date: August 08, 2026

1

The revenue from operations on a standalone basis for
FY26 stood at ?98,474.87 million as against ?83,252.84
million for FY25, registering a growth of 18.28%.
Whereas the profit for FY26 stood at ?3,254.27 million
as against profit of ?976.55 million for FY25, registering
a growth of 233.24%.

• The revenue from operations on consolidated basis
for FY26 stood at ?105,083.07 million as against
?89,319.01 million for FY25, registering a growth of
17.65%. Whereas the profit for FY26 stood at ?1,525.40
million as against profit of ? 1,621.10 million for FY25.