Delhivery Ltd

Dear Members,

Delhivery Limited ("Company7"Delhivery")

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

Financial Performance

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

(Rs. in Million)

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

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

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

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

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

State of affairs of the Company/Business operations

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

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

The key differentiators of business of your Company are:

• Integrated solutions: Your Company provides a full range of logistics services, including express parcel delivery, heavy goods delivery, PTL freight, TL freight, 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 ("APIs") that form the building blocks for logistics applications and provides a configurable framework and tools to enable both internal and external developers to build custom applications.

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

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

• Unified Infrastructure and Network: Your Company operates a pan-India network and provides services in 18,793 postal index number ("PIN") codes, as of March 31,2024. Logistics platform, data intelligence and automation of your Company enablethe networkto 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. Theteam comes from diverse backgrounds in engineering, technology, operations, research and development ("R&D") and design from across industries such as technology, e-commerce, manufacturing, telecommunications, management consulting, financial services and the armed forces, among others.

Acquisitions and Investments

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

Vinculum Solutions Private Limited ("Vinculum")

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

Falcon Autotech Private Limited ("Falcon")

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

Scheme of Arrangement

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

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

Transfer to Reserves and Dividend

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

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

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

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

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

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

Details of utilisation of IPO proceeds is given below:

1 Lease payment also includes payment towards security deposit of f499.02 million from the date of IPO till the period ended March 31,2024.

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

Change in the nature of Business

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

Material Changes and Commitment affecting financial position of the Company

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

A. Authorised Share Capital

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

• 873,502,280 Equity Shares of Rs.1 each;

• 300,000 Preference Shares of Rs.10 each; and

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

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

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

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

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 Rs. 738,550,000/-.

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

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

Employees' Stock Option Plans ("ESOPs")

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

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

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

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

Credit Rating

Not applicable.

Board of Directors

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

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

Appointment and Re-appointment

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

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

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

Cessation(s)

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

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

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

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

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

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

Key Managerial Personnel and Senior Management Personnel

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

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

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

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

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

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

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

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

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

Directors retiring by rotation

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

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

Independent Directors' declaration

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

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

Familiarisation Programme for Directors

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

Board and Committee Meetings Board

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

Board Committees

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

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Corporate Social Responsibility&SustainabilityCommittee;

d) Stakeholders' Relationship Committee;

e) Risk Management Committee;

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

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

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

Policy on Director's appointment, remuneration and other matters

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

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

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

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

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

Board Evaluation

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

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

Directors' Responsibility Statement

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

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

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

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

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

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

f) proper systems to ensure compliance with the provisions

of all applicable laws have been devised and that such systems were adequate and operating effectively.

Internal Controls and their Adequacy

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

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

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

Subsidiaries:

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

1. Delhivery Freight Services Private Limited, India

2. Orion Supply Chain Private Limited, India

3. Delhivery Cross Border Services Private Limited, India

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

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

6. Algorhythm Tech Private Limited, India

7. Delhivery Corp Limited, United Kingdom

8. Delhivery HK Pte. Limited, Hong Kong

9. Delhivery USA, LLC

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

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

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

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

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

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

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

Associate Companies:

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

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

Joint Venture:

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

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

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

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

Deposits

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

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

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

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

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

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

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

Vigil Mechanism/Whistle Blower Policy

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

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

Statutory Auditors

The members at its 12^th AGM held on September 27, 2023, approved the appointment of M/s. Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W-100018), Chartered Accountants, as the statutory auditors for the term of five (5) consecutive years, i.e. from the conclusion of the 12^th AGM till the conclusion of 17^th AGM of the Company to be held in the calendaryear2028 in place of M/s. S. R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), Chartered Accountants, whose tenure expired at the conclusion of 12^th AGM.

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

Secretarial Auditors

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

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

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

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

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

Internal Auditor

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

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

Disclosure regarding frauds

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

Cost Records and Audit

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

Annual Return

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

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

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

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

Downstream Investment

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

Corporate Social Responsibility ("CSR") Policy

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

Risk Management

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

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

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

Particulars of Employees

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

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

Human Resources and Employee Relations/ Development

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

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

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

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

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

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

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

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

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

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

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

Business Responsibility and Sustainability Report ("BRSR")

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

Corporate Governance

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

Prevention of Insider Trading

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

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

Other Disclosures

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

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

• No sweat equity shares have been issued.

• No buyback of shares has been undertaken.

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

• Requirement of onetime 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.

On behalf of the Board of Directors For Delhivery Limited