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

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

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

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

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

State of Affairs of the Company/ Business
Operations

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

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

The key differentiators of business of your Company are:

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

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

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

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

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

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

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

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

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

Scheme of Arrangement

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

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

Transfer to Reserves and Dividend

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

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

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

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

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

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

Details of utilisation of IPO proceeds is given below:

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

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

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

Change in the nature of Business

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

Material Changes and Commitment affecting financial position of the Company

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

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

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

Share Capital

A. Authorised Share Capital

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

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

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

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

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

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

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

Employees' Stock Option Plans

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

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

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

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

Credit Rating

Not applicable

Board of Directors

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

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

Appointment and Re-appointment

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

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

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

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

Cessation(s)

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

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

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

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

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

Key Managerial Personnel and Senior

Management Personnel

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

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

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

Directors, KMPs & SMPs as on March 31, 2025

Directors retiring by Rotation

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

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

Independent Directors' Declaration

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

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

Familiarisation Programme for Directors

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

Board and Committee Meetings
Board

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

Board Committees

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

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) CSR & Sustainability Committee;

d) Stakeholders' Relationship Committee;

e) Risk Management Committee;

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

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

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

Policy on Director's Appointment, Remuneration
and other matters

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

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

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

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

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

Board Evaluation

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

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

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Internal Controls and their Adequacy

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

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

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

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

Subsidiaries, Associate Companies & Joint

Ventures

Subsidiaries

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

1. Delhivery Freight Services Private Limited, India

2. Orion Supply Chain Private Limited, India

3. Delhivery Cross Border Services Private Limited, India

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

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

6. Algorhythm Tech Private Limited, India

7. Delhivery Robotics India Private Limited, India¹

8. Delhivery Corp Limited, United Kingdom²

9. Delhivery HK Pte. Limited, Hong Kong

10. Delhivery USA, LLC

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

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

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

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

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

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

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

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

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

Associate Companies

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

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

Joint Venture

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

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

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

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

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

Deposits

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

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

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

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

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

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

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

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

Vigil Mechanism / Whistle Blower Policy

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

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

Auditors & Auditors' Report
Statutory Auditor

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

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

Secretarial Auditor

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

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

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

Internal Auditor

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

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

Disclosure regarding Frauds

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

Cost Records and Audit

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

Annual Return

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

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

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

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

Downstream Investment

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

Corporate Social Responsibility ("CSR") Policy

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

Risk Management

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

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

Particulars of Employees

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

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

Human Resources and Employee Relations /
Development

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

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

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

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

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

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

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

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

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

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

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

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

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

Business Responsibility and Sustainability Report
("BRSR")

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

Corporate Governance

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

Prevention of Insider Trading

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

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

Other Disclosures

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

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

• No sweat equity shares have been issued.

• No buyback of shares have been undertaken.

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

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

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

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

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

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

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

Cautionary Statement

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

Acknowledgement

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

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

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

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

Sahil Barua Deepak Kapoor

Managing Director & Chairperson & Non-Executive

Chief Executive Officer Independent Director

DIN: 05131571 DIN: 00162957

Place: Goa Place: New Delhi

Date: May 16, 2025