To the Members,
Your Directors take great pleasure in presenting the Thirty Fourth
Annual Report of Blue Dart Express Limited ("Company" / "Blue
Dart") for the financial year ended March 31, 2025.
Please find below snapshot of the performance:
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
For the financial year ended March 31,
2025 |
For the financial year ended March 31,
2024 |
For the financial year ended March 31,
2025 |
For the financial year ended March 31,
2024 |
Revenues |
|
|
|
|
Service Charges |
5,72,018 |
5,26,783 |
5,72,018 |
5,26,783 |
Other Income |
7,829 |
7,184 |
4,198 |
5,084 |
Less : Operating Expenses |
5,22,460 |
4,75,036 |
4,84,759 |
4,41,505 |
Gross Profit (EBIDTA) |
57,387 |
58,931 |
91,457 |
90,362 |
Less : Finance Cost |
2,879 |
1,927 |
8,239 |
7,806 |
Depreciation & Amortisation |
20,921 |
18,725 |
48,494 |
43,286 |
Earnings before Tax |
33,587 |
38,279 |
34,724 |
39,270 |
Less : Income Tax Expenses |
9,124 |
9,415 |
9,482 |
9,169 |
Earnings after tax |
24,463 |
28,864 |
25,242 |
30,101 |
Other Comprehensive Income (post Tax) |
(190) |
(1,413) |
(261) |
(1,751) |
Total Comprehensive income for the year |
24,273 |
27,451 |
24,981 |
28,350 |
Retained Earnings |
|
|
|
|
Balance as at the beginning of the year |
1,31,588 |
1,13,930 |
1,24,327 |
1,05,770 |
Add : Profit for the year |
24,463 |
28,864 |
25,242 |
30,101 |
Profit available for appropriation |
1,56,051 |
1,42,794 |
1,49,569 |
1,35,871 |
Less : Appropriations/Adjustments |
|
|
|
|
Dividend |
5,932 |
7,118 |
5,932 |
7,118 |
Dividend Distribution Tax (refund received)* |
- |
2,675 |
- |
2,675 |
Acturial loss / (gain) on remeasurement of
post-employment benefit obligation, net of tax |
190 |
1413 |
261 |
1751 |
Balance as at the end of the year |
1,49,929 |
1,31,588 |
1,43,376 |
1,24,327 |
*Note: For the year ended March 31, 2023, Company had received refund
of excess DDT paid on Dividend declared to foreign entity. Refund received for FY 2014-15
was Rs. 2,577 lakhs and for FY 2015-16 was Rs. 98 lakhs after adjustment of
tax demands of previous years amounting to Rs. 510 lakhs. Subsequently, Order
Giving Effect ("OGE") to the ITAT directions was received for FY 2014-15 and
2015-16 raising a total demand of Rs. 2,796 lakhs and Rs. 388 lakhs
respectively. Payment of the said disputed demand was made in total of Rs. 3,185
lakhs on March 01, 2024 and on February 20, 2024.
REVIEW OF PERFORMANCE
The global economic environment in FY 2024 25 was defined by
significant global and domestic challenges, shaped by mounting geopolitical tensions,
persistent inflation, volatile foreign exchange and elevated interest rates. The
imposition of tariffs by the United States on major economies, and retaliatory measures by
key trading partners such as China and the European Union, resulted in significant
headwinds for global trade. Despite these global headwinds, India's ecomomy showcased
resilience and India's growth trajectory remains robust driven by strong domestic
demand, sustained public infrastructure investment, a resilient services sector and
achieved GDP growth of 6.5%. in FY 24-25.
In a year marked by shifting global economic conditions, your Company
has showcased impressive resilience and strategic insight, solidifying its position as a
leader in India's logistics sector. Despite challenges such as rising interest rates
and increased operational costs, the company exceeded expectations, further reinforcing
its status as Provider of Choice' for customers, the Employer of
Choice' for talent, the Green Logistics Provider of Choice', and the
Investment of Choice' for stakeholders.
Your Company's focus in FY 2024-25 was on delivering consistency,
maintaining service quality, and enhancing its offerings with significant investments
towards its aviation capabilities and infrastructure. Your Company's performance
highlights the adaptability of our diverse B2B and B2C solutions, which have been
instrumental in meeting India's evolving logistics needs. This year's successes
underline our ability to effectively respond to market shifts, driven by disciplined
execution and operational excellence. Through consistent growth and long-term value
creation, we continue to reinforce our role as a trusted partner for all stakeholders.
Strategic investments in service excellence, innovative products and
scalability, and development with sustainability remain central to building a future-ready
logistics ecosystem. By focusing on enhancing efficiency, we provide seamless and reliable
solutions across the country. From optimizing multimodal transport to integrating
sustainable initiatives in a cost-effective manner, Blue Dart is dedicated to creating a
logistics network that not only addresses immediate business needs but also contributes
significantly to India's sustainable development goals. Our strategic investments
have been key to Blue Dart's growth trajectory. Significant resources have been directed
towards capacity expansion, digitisation and digitalization, and process automation. The
deployment of two B737-800 aircraft during the 2024-25 fiscal year has notably enhanced
our operational capacity, enabling us to meet growing customer demand with greater
efficiency.
A customer-centric approach remains at the heart of Blue Dart's
success. By prioritizing service excellence and consistently exceeding customer
expectations, we have captured substantial market share across our diverse service
offerings. This commitment to customer satisfaction has solidified our market leadership,
earning lasting trust and loyalty from customers and fuelling continued growth. Our
achievements have been widely recognized within the industry and beyond. It is a matter of
pride that Blue Dart was named India's Top Value Creator for 2024 in the transport
and logistics sector, besides earning other prestigious awards, citings and accolades.
Looking ahead, Blue Dart is positioned for industry leadership, continued growth, and
success. With our resilient performance, strategic investments, customer-centric approach
and emphasis on growth, we are well-equipped to capitalize on emerging opportunities and
navigate future challenges. By focusing on operational excellence, innovation, and
customer satisfaction, Blue Dart remains a symbol of success in India's transport and
logistics sector, consistently raising industry standards.
Our team has been instrumental in building business resilience amid
global disruptions and uncertainty, consistently embodying our core values of Passion, Can
Do, Right First Time, and As One. With dedicated freighters in the air and an extensive
network on the ground, Blue Dart continues to deliver exceptional multi-modal service
across India's vast and diverse geography. Throughout the year, Blue Dart handled
over 3,766.92 Lakhs domestic shipments and more than 5.72 Lakhs international shipments
weighing more than 13,39,800 tonnes during the financial year ended 31 March 2025.
Technology and digitalization remain key industry trends, especially
given their rise during post the Covid-pandemic. Blue Dart has maintained its leadership
in technology and continues to invest in its infrastructure to create differentiated
delivery capabilities, quality services, and customized value-based solutions for
customers. The Company has led transformative digital initiatives to enhance customer
experience and operational efficiency. We focus on technology-enabled mobility solutions
for returns, ensuring error-free operations and improved service quality.
What truly sets Blue Dart apart is not just its infrastructure, but its
diverse and skilled workforce, which drives the Company's operational efficiency.
Together, our team supports a wide range of sectors, including eCommerce, Pharmaceuticals
& Medical Devices, Banking Financial Services and Insurance, Consumer Electronics, and
Automotives. By addressing the unique needs of these sectors, Blue Dart has become an
essential partner in the growth of businesses across the country.
Throughout the year, Blue Dart focused on Learning and Development
(L&D) initiatives, as well as Diversity & Inclusion (D&I) programmes. Staying
true to its People First' philosophy, Blue Dart cultivates a culture of
meritocracy and development-oriented people management, while prioritizing employees'
health and safety.
Blue Dart has an impeccable service record, driven by a motivated and
passionate team, with numerous awards as a testament to its excellence. As a responsible
corporate entity, Blue Dart continues to contribute to societal development and
environmental causes that support and nurture the communities in which it operates.
In response to the growing importance of Environmental, Social, and
Governance (ESG) issues in India, Blue Dart has integrated these three values in a
balanced and harmonious way into its operations. The Company's governance framework
reflects a strong commitment to creating value for its stakeholders and making a
significant contribution to the economy. Through its culture, policies, and relationships
with stakeholders, Blue Dart is dedicated to ethical business practices and sustainable
growth.
During the year, your Company delivered consistent and good profitable
performance through its agile businee model which reinforces your Company's position
as the investment of choice, showcasing its resilience and capacity to thrive even in
challenging environments. Income from operations of the Company reported for the financial
year ended 31 March 2025 is Rs. 5,72,018 Lakh as compared to Rs. 5,26,783
Lakh for the year ended 31 March 2024. Your Company posted a profit after tax of Rs.
24,463 Lakh for the year ended 31 March 2025, on a efficient solutions to standalone basis
as compared to a profit after tax ofRs. 28,864 Lakh for the financial year ended 31
March 2024.
Your Company, over the last 41 years, has centred its business around
providing tailored value-based customer solutions to ensure exceptional service quality.
Blue Dart continued to be resilient and displayed exemplary service quality and excellence
with high benchmarks and standards in all aspects of business. Blue Dart is an undisputed
market leader in the express logistics industry in India and continues to remain one of
the most innovative, admired and awarded logistics companies of India. With a dedicated
air and ground network enhanced with cutting-edge technology, your Company continues to be
the South Asia's premier air and integrated transportation, distribution and
logistics Company. It offers a wide range of innovative and simplified solutions across
the industry verticals coupled with dedicated air and ground network, high standard
technology architecture, value pricing, customer satisfaction, excellent service quality
and operations delivery par excellence. E-commerce has revolutionized the global
marketplace with unmatched convenience. India's e-commerce sector has witnessed
exponential growth in recent years, driven by advancements in technology, increasing
internet penetration, large and growing middle-class in urban and rural India, and a shift
in consumer preferences towards online shopping. The e-commerce sector in India is
thriving due to several factors, including increased smartphone adoption, large
population, rising affluence, and affordable data prices, all fueling the growth of
e-retail. India is the world's second-largest internet market. Since joining the DHL
Group in 2005, Blue Dart has played a pivotal role in driving growth, particularly in the
dynamic and rapidly expanding eCommerce sector. Its ability to provide tailored delivery
solutions with high service standards has earned it the trust of customers across
industries. The Company's unique selling points include exceptional service quality,
extensive network penetration into India's heartland, and unmatched speed, ensuring
shipments are delivered on time, every time. These strengths have made Blue Dart a
preferred partner for businesses looking to meet the demands of an evolving market. The
government has played an integral role in fostering the growth of India's e-commerce
sector. Visionary initiatives viz; Open Network for Digital Commerce' (ONDC),
Digital India, development of enabling infrastructure in the hinterlands, including
multi-modal logistics parks and warehouses, and promotion of MSMEs (Micro, Small, and
Medium Enterprises) have created a conducive environment for digital businesses to scale.
Furthermore, supportive policies for logistics, payment systems, and supply chain
management have helped improve the overall efficiencyof e-commerce operations in the
country. As the Indian economy continues to grow and evolve, the importance of efficient
and effective movement of goods is vital. In today's interconnected world, shipping
and logistics is essential to the growth of the economy, serving as crucial gateways for
international trade and commerce.
Blue Dart provides the most e-commerce industry and customers with a
seamless and unique experience. To enable digital payments, Blue Dart enabled 16 (sixteen)
digital wallets on the courier hand-held machines apart from acceptance of credit / debit
cards.
Blue Dart's online presence on social media' platforms
through its official Facebook, Twitter, YouTube, LinkedIn, and Instagram pages reached an
impressive audience base and is rapidly gathering followers, creating a stream of
Customers who are ardent advocates of brand and influence a positive opinion in the new
age media platforms. Blue Dart continues to be certified with ISO 9001 Quality Management
Standards since 1996 and has successfully re-certified itself in August 2023 for 3 (three)
years to global ISO 9001:2015 standard for design, management and operations of the
countrywide express transportation and distribution services within the Indian
sub-continent and international destinations serviced through multinational express
companies.
On the environment front, the Company accomplished ISO 14001:2015
Environment Management System Certification (for office-based activities related to
management and operations of countrywide express transportation and distribution service
of goods at Head office and Regional Offices) in the year 2022-23 and implemented an
environment policy. From 2023-24 onwards, the Company also started extending its scope to
logistics in a phase wise manner and will be accomplishing logistics certification across
the country by 2025. For the year 2025, the Company is pursuing ISO 27001:2022 Information
security management system certification. This certification will strengthen data
protection and intellectual property safeguards, enhance compliance with industry
regulations and standards and will reduce the risk of data breaches while improving our
response to security threats.
Blue Dart continues to drive "First Choice" and "Net
Promoter Approach" ("NPA") initiatives, enhancing process
improvements, customer centricity and service quality.
DIVIDEND
After analyzing the Company's financial position and keeping in
mind future growth and expansion and adequate investments made in the infrastructure and
facilities and mobile assets over a period of time, the Board of Directors ("Directors")
are pleased to recommend a dividend of Rs. 25/- (Rupees Twenty-Five only) per
equity share of Rs. 10/- each for the financial year ended 31 March 2025, subject
to necessary approval by Shareholders at the ensuing Annual General Meeting and dividend
paid shall be subject to deduction of income tax at source. The dividend recommended is in
accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is available on
the Company's website at https://
www.primeinfobase.in/z_BlueDart/corporate_governance_bluedart.
aspx?value=O13MyQclQQPM600MSHCcMw==
OPERATIONS REVIEW
Blue Dart offers secured and reliable delivery of consignments to over
56,400 locations in India. Being part of the World-renowned DHL Group, Blue Dart accesses
the largest and most comprehensive express and logistics network worldwide through DHL,
covering over 220 countries and territories, and offers an entire spectrum of distribution
services including air express, freight forwarding, supply chain solutions, customs
clearance etc. two Boeing Blue Dart operates with its fleet 737 freighter aircraft,
offering a payload of 500+ tonnes per night, a flotilla of over 12,000+ vehicles, 2,284
facilities, and 549 e-vehicles across 56,400 locations in India. Over 12,600 passionate
and trained Blue Darters' work in perfect harmony to deliver over 30 shipments
every second. Our team of talented Blue Darters' are fully committed and
proudly dedicated to delivering service excellence' and value for all its
esteemed customers. The Company continues to focus on innovation, reach expansion,
improvements in transit time, activation of emerging towns (Tier-II, III and IV) and
strengthening distribution channels to enhance reach and strives to keep delivering beyond
expectations of its stakeholders.
The Company carried over 3,766.92 Lakhs domestic shipments and over
5.72 Lakhs international shipments weighing more than 13,39,800 tonnes during the
financial year ended 31 March 2025.
FACILITIES / INFRASTRUCTURE
Blue Dart has 2,284 facilities / hubs / offices across India. Blue Dart
plans to further strengthen and consolidate its air and ground infrastructure, expand its
reach and offer the best-in-class' transit times.
Aviation System
Your Company has an Aircraft Crew Maintenance Insurance'
("ACMI") contract with Blue Dart Aviation Limited ("BDAL"),
India's first domestic scheduled cargo airline in the Country. BDAL is the wholly
owned subsidiary of the Company for dedicated air carriage capacity which has been a key
differentiator in sustaining the Company's leadership position through its unique
aviation network.
During the year, BDAL posted an excellent On Time
Performance' of 82.59% and Technical Dispatch Reliability' of 99.16% for
the B737-800 fleet and 99.29% for the B757-200 fleet. BDAL uplifted 1,08,549 tonnes on its
network for the year ended 31 March 2025. BDAL operated 164 additional flights and 731.45
flight the scheduled night operations.
BDAL, the longest-serving private cargo airline in India, proudly marks
28 years of scheduled domestic operations. With a strong and reliable air network, your
Company continues to play a vital role in connecting major cities across the country.
During the year under review, BDAL achieved several strategic milestones in line with its
long-term vision. A significant highlight was the expansion into the North-East region of
India, where a new operational gateway was established. This move enhances regional
connectivity and positions your Company to tap into the growth potential of emerging
markets in the area.
In a major development, BDAL re-entered the international charter
segment with renewed vigour. Charter services were launched from Delhi and Bengaluru to
key international destinations such as Bahrain, China and Vietnam. This marked BDAL's
first substantial expansion in international charter operations since the onset of the
COVID-19 pandemic, signalling a resurgence in global connectivity and enhanced aircraft
utilisation.
Further, BDAL has continued to advance its commitment to social
development and environmental sustainability. The airline implemented a range of
industry-recognised fuel optimisation practices across its network, resulting in notable
reductions in fuel consumption. As part of its forward-looking initiatives, the Company is
awaiting regulatory approvals to introduce Taxi-bot' technology for its Boeing
737 fleet. This innovative system allows aircraft to taxi out for departure, without
engine power until reaching the runway, thereby lowering fuel usage, reducing carbon
emissions, and delivering meaningful cost efficiencies. These efforts reflect BDAL's
continued dedication to operational excellence, sustainable aviation, and responsible
corporate stewardship.
FINANCE
Compliance with new accounting standards and other regulatory changes
The Company's philosophy is to ensure compliance with all the
applicable accounting standards. The finance team pro-actively reviews all new accounting
standards (including amendments, if any, to the existing standards) and analyses the
impact of the same on the Company.
Digital Solutions
The Company undertook various digital initiatives across the
organisation. In the finance function, there were host of digital initiatives to enhance
transparency, controls and efficiency. These initiatives include Vendor Portal'
for online submission and processing of vendor bills including online verification of
bills, automation of facility lease renewal / new leases and accounting as per Ind AS 116
requirement. There are other modules which are being worked upon to enhance control and
improve efficiencybesides making the process governance and environment friendly.
Cost Efficiency
Blue Dart continued the drive towards cost efficiency through various
initiatives being undertaken including process improvement, automation and initiatives
geared towards improved capacity utilization.
Treasury Operations
Your Company continues to carry out treasury process review to
efficiently manage liquidity and use its surplus for capital expenditure Your Company has
no outstanding external borrowings. As on 31 March 2025, your Company has liquid assets
(cash and cash equivalent) of Rs. 8,260 Lakh as against Rs. 11,252 Lakh, as
on 31 March 2024.
Blue Dart's earnings per share (basic & diluted) for the year
ended March 31, 2025, stood at Rs. 103.10 as compared to Rs. 121.65 for the
previous year ended March 31, 2024.
Cash Flows and Working Capital Management
During the year ended March 31, 2025, Blue Dart generated net cash of Rs.
48,888 Lakh from its operations as against Rs. 44,626 Lakh in the preceding
financial year on a standalone basis. Your Company continued to manage its working capital
efficiently without affecting the Company's business activities. Blue Dart
efficiently utilized its temporary surplus funds by investing in various high rated debt
schemes (liquid category) of mutual funds / deposits with banks for effective cash flow
the balance sheet is required to be balanced between the earnings and adequate returns
covering financial risk. Blue Dart's growth can be largely attributed to cash
generation from the operations which is adequate to support its working capital and debt
servicing.
Share Capital
During the year under review, there was no change in the share capital
of your Company. The paid-up equity share capital of your Company as on March 31, 2025 was
Rs. 23,72,79,340/ (Rupees Twenty Three Crore, Seventy Two Lakh, Seventy Nine
Thousand, Three Hundred and Forty only) divided into 2,37,27,934 Equity Shares of Rs.
10/ (Rupees Ten only) each fully paid up.
Transfer to reserves
During the Financial Year, there was no amount proposed to be
transferred to Reserves.
CREDIT RATING
Blue Dart continues to enjoy a high credit rating for its working
capital facilities / short-term debt programme:
1. India Ratings and Research (Ind-Ra) has assigned a long-term issuer
rating of "IND AA+". The outlook is Stable.
2. India Ratings and Research (Ind-Ra) has assigned rating for working
capital of Rs. 20,000 lakh (including fund based and non-fund based limit) as
INDAA+/Stable/IND A1+.
SUBSIDIARY COMPANIES
The Audited Financial Statements of BDAL and Concorde Air Logistics
Ltd. ("CALL"), the wholly owned subsidiary companies for the financial
year ended March 31, 2025, together with the reports of Directors and Auditors are
attached. The statement containing salient features . of financial statements of the
subsidiary companies in the prescribed format viz. AOC-1 is enclosed as Annexure
A'. The statement also provides details of the performance and financial position
of subsidiary companies. BDAL is a 'material subsidiary' under the provisions of law.
The Consolidated Financial Results represent those of Blue Dart and its
wholly owned subsidiaries viz. BDAL and CALL. Blue Dart has consolidated its results in
accordance with the Ind AS 110 - Consolidated Financial Statements' pursuant to
Sections 129 and Section 133 of the Companies Act, 2013 ("Act") read with
the Companies (Indian Accounting Standards) Rules, 2015 and Regulation 33 & 34 of the
Listing Regulations, as amended from time to time. The Consolidated Audited Financial
Statements along with the Independent Auditors' Report thereon are annexed and form
part of this Annual Report. The summarized consolidated financial statement has been
provided in this Report.
Pursuant to requirements of Regulation 16(1)(c) of the Listing
Regulations, as amended from time to time, Blue Dart has formulated a fixed Policy
on determining Material Subsidiaries'.
The policy is posted on the website of the Company viz. www.
bluedart.com. The web link of the said policy is https://www.
primeinfobase.in/z_BlueDart/corporate_governance_bluedart.
aspx?value=O13MyQclQQPM600MSHCcMw==
DHL EXPRESS (SINGAPORE) PTE. LTD., PROMOTER SHAREHOLDER
DHL Express (Singapore) Pte. Ltd. ("DHL") holds 75% of
equity capital of Blue Dart Express Limited. The combined service offerings of both the
organizations cover an entire spectrum of distribution within India as well as globally
and provides customers with a firm strategic advantage. Blue Dart is a leading brand in
the country with an unmatched domestic network, robust infrastructure and skilled
personnel. DHL is an acknowledged global leader with a strong and long-standing presence
in India. Together, both present a powerful backbone to the business and support the
"Make in India" mission.
OUTLOOK FOR THE FUTURE
India on track to become third-largest economy worldwide by 2029, with
a robust, efficient, and technology-driven logistics sector playing a crucial role in this
transformation. The government's Amrit Kaal 2047 vision and the strategic allocations in
the Union Budget reinforce India's ambition to establish an export-led, self-reliant
economy. With the logistics sector directly contributing to economic acceleration, key
players in the industry have a significant opportunity to influence the nation's
growth trajectory The policy landscape is evolving to support this transformation, with
the government committing Rs. 80 lakh crore across over 300 infrastructure projects
by 2047, focusing on logistics, transportation, and shipping. The latest 100-day plan
highlights major advancements, including the development of high-speed corridors spanning
700 kilometres, 3,000 kilometres of new highway contracts, as well as initiatives such as
express railway services and industrial corridors.
Logistics modernization is gaining momentum, with companies adopting
automation, AI-driven analytics, robotics, cloud computing, and digital inventory
management. Innovations like drone deliveries and outdoor robotics will further enhance
last-mile efficiency. These advancements align seamlessly with India's push to build
a resilient, technology-enabled logistics ecosystem.
At the same time, sustainability remains a top priority. With a strong
focus on low-carbon logistics, businesses are investing in electric vehicles (EVs),
alternative energy sources, and green supply chains. As consumers increasingly make
eco-conscious decisions, the demand for sustainable delivery solutions continues to rise.
As an industry leader, Blue Dart remains at the forefront of innovation
and infrastructure development. Our Bijwasan Integrated Hub, India's largest
low-emission logistics facility, stands as a testament to our commitment to service
excellence and environmental responsibility. By strategically expanding our network,
embracing advanced technologies, and improving distribution capabilities, we continue to
enhance speed, accuracy, and operational efficiency.
With a forward-thinking approach, Blue Dart is well-positioned to
capitalize on emerging opportunities, support businesses, and contribute to India's
economic growth. Our dedication to service excellence, innovation with scalability, social
development, governance and sustainability ensures that we remain the logistics partner of
choice, delivering exceptional value to both customers and stakeholders. Blue Dart is
geared to face challenges to come as a tech enabled logistics solutions Rs.Provider
of Choice' for its customers. Your Directors look forward to an improved performance
in the years to come.
AWARDS AND RECOGNITIONS
Blue Dart continues to strengthen its leadership position in
India's logistics and transport sector, earning several prestigious awards and
recognitions throughout the year. These accolades highlight our unwavering commitment to
excellence, innovation, sustainability and customer-centricity. Blue Dart was honoured
with several prestigious awards in FY25, reinforcing its position as a leader in the
logistics sector. Details of Awards have been given in Awards & Accolades Section of
this Annual Report.
We remain focused on continuing to drive growth and deliver exceptional
logistics solutions that support India's evolving business needs.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
During the year, Mr. Sharad Upasani retired as an Independent Director
and consequently ceased to be a Non-Executive Chairman of the Company with effect from
July 22, 2024 and Air Marshal M. McMahon (Retd.) retired as an Independent Director with
effect from February 09, 2025, on account of their completion of second term of Office as
Independent Directors. The Board placed on record their sincere appreciation and thanked
Mr. Sharad Upasani and Air Marshal M. McMahon (Retd.) for their valuable contributions.
Mr. Sebastian Paesens tendered his resignation as a Non-Executive Director with effect
from August 23, 2024 on account of his pre-occupation. The Board of Directors
("Board") accepted his resignation and placed on record their sincere
appreciation and thanks for his valuable contribution.
Mr. Prakash Apte, Non-Executive Independent Director, has been
designated as Chairman with effect from July 23, 2024. Dr. Vandana Aggarwal has been
appointed as Independent Director at the 33rd Annual General Meeting of the Company held
on July 19, 2024, for a period of 5 years with effect from July 23, 2024. Mr. Sebastian
Paesens has been appointed as an Additional Non-Executive Director with effect from May
26, 2025. The Resolution seeking approval of shareholders for appointment of Mr. Sebastian
Paesens is incorporated in the Notice of forthcoming Annual General Meeting along with his
brief resume. In accordance with the provisions of the Act and Articles of Association of
the Company, Mr. R.S. Subramanian, retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. Mr. R.S. Subramanian, aged
59 years, is currently the SVP & Managing Director, DHL Express India. The Resolution
seeking approval of shareholders for appointment of Mr. R.S. Subramanian is incorporated
in the Notice of forthcoming Annual General Meeting along with his brief resume.
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Act and Regulation 25 of the Listing Regulations,
that they meet requisite criteria of independence as laid down under Section 149(6) of the
Act and Regulation 16 of the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.
The Independent Directors have also confirmed that they have registered
themselves on Independent Directors' Databank maintained by the Indian Institute of
Corporate Affairs in accordance with the requirements of law.
List of key skills, expertise and core competencies of the Board,
including of Independent Directors, is given in the Corporate Governance Report forming
part of this Annual Report. The Board of Directors, based on declaration(s) received from
the Independent Directors, have verified the veracity of such disclosures and confirm
that, Independent Directors fulfil the conditions of independence' specified
under the Listing Regulations and the Act and are independent of the Management of the
Company.
Key Managerial Personnel (KMP)
During the year, there was no appointment or resignation of KMP. Ms.
Sudha Pai resigned as CFO of the Company w.e.f. close of business hours on April 30, 2025.
The Board of Directors in their Meeting held on April 25, 2025, appointed Mr. Sagar Patil,
Head Corporate Accounts, as Key Managerial Personnel' w.e.f. May 01, 2025 who
assumed the role and responsibilities of CFO till the new CFO has been appointed. In the
Board Meeting of the Company held on May 26, 2025, the Board appointed Mr. Sagar Patil as
an Interim Chief Financial 2025 till the appointment of new CFO. As on date, Mr.
Balfour Manuel, Managing Director, Mr. Tushar Gunderia, Head (Legal & Compliance)
& Company Secretary and Mr. Sagar Patil, Interim CFO are Key Managerial Personnel
("KMPs") as prescribed under the applicable laws.
INTERNAL FINANCIAL CONTROL SYSTEMS
Blue Dart has in place a sound internal control system to ensure that
all assets are protected against loss from any unauthorized use and all transactions are
recorded and reported correctly. The Company's internal control system has been
further supplemented by the internal audits carried out by an in-house internal audit team
and supported by a co-sourced audit firm and follow-up actions thereon are reported to the
Audit Committee. Well-established and robust internal audit processes, both at the
business and corporate level, continuously monitor adequacy and effectiveness of the
internal control environment across the company and status of compliances with the
operating systems, internal policies and regulatory requirements.
The internal financial controls within the Company are commensurate
with the size, scale and complexity of its operations. Blue Dart has put in place robust
policies and procedures, which inter-alia, ensure integrity in conducting its business,
safeguarding of its assets, timely preparation of reliable financial information, accuracy
and completeness in maintaining accounting records and prevention and detection of frauds
and errors.
Blue Dart has a comprehensive framework for monitoring compliances with
applicable laws. The Company introduced an additional IT-enabled tool to monitor
compliances and augmented a robust compliance assessment process. A quarterly
certification on compliance with laws is provided by Senior Management to the Board.
DOWNSTREAM INVESTMENT
As per the Auditor's Certificate on Downstream Investment in the
Indian subsidiary, Blue Dart is in compliance with applicable laws in relation to the
foreign direct investment and has obtained the requisite certificate from the Statutory
Auditors in this regard.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In terms of provisions of Section 177 of the Act and Regulation 22 of
the Listing Regulations, Blue Dart has adopted Whistle Blower Policy' which
encourages its employees and various stakeholders to bring to the notice of the Company
any issue involving compromise/violation of an ethical norm, legal or regulatory
provision, actual or suspected fraud etc., without any fear of reprisal, discrimination,
harassment or victimization of any kind. The Company has implemented DHL Platform with
their hotlines, both telephonic and web-link for raising of whistle blower complaints.
In terms of the Policy, all suspected violations and Reportable
Matters' must be reported to the Ethics Committee via Blue Dart Ethics Hotline or via
web portal. The Ethics Committee comprises of Ms. Beena May 26, Jacob CHRO, Mr. Tushar
Gunderia - Head (Legal & Compliance) & Company Secretary and Mr. Sagar Patil
Interim CFO. Mr. Savio Mendonca, Head- Internal Audit & Risk Management is an Invitee
to Ethics Committee Meetings.
The Policy is applicable to all directors, employees, officers,
customers, vendors and/or third-party intermediaries viz. agents and consultants whether
appointed on permanent, temporary, full-time, part-time, contractual, probation or on
retainer basis and engaged to conduct business on behalf of the Company and its subsidiary
companies. During the year under review, two complaints were received for which enquiry is
in progress. "Whistle Blower Policy" has been posted on the Company's
website viz;www.bluedart.com. The web link of the Whistle Blower Policy is https://
www.bluedart.com/documents/20182/26025/WhistleBlowerPolicy.
pdf/16ee725a-aabe-4160-bb5e-731aa5543384?t=1679383140664
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
Blue Dart is committed to ensure that all Employees work in an
environment which not only promotes diversity and equality but also mutual trust, equal
opportunity and respect for human rights. The Company is also committed to provide a work
environment that ensures every woman employee is treated with dignity, respect and
afforded equal treatment. Your Company has zero tolerance for sexual harassment at the
workplace and has in place a Policy on Prevention of Sexual Harassment' for
Women employees, in line with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
An Internal Complaints Committee has been set up to redress complaints
regarding sexual harassment. All women employees (permanent, outsourced, temporary,
trainees) are covered under this Policy. Awareness and sensitization programs were
conducted across the Company. Blue Dart conducted training in relation to the Prevention
of Sexual Harassment (POSH) across all the functions to apprise all employees on a safe
work environment. During the year under review, one complaint was received, investigated
and closed.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to requirements of Regulation 25 of the Listing Regulations,
Blue Dart has in place, a familiarization programme for Independent Directors as regards
their role, duties and responsibilities, nature of the industry in which the Company
operates, business / operating model of the Company etc. The Board Members are provided
with all necessary documents / reports and internal policies to enable them to familiarise
themselves with the Company's procedures and practices. Periodic presentations are
made at the Board and Board constituted statutory committee meetings in respect of
business and performance updates of the Company, global business environment, business
strategies and risks involved. Blue Dart has been periodically familiarizing Independent
Directors on its Board with detailed presentations by its business functional heads on the
Company's operations, strategic business plans and technology updates. Apart from the
above, Independent Directors are also provided with updates on regulatory developments,
changes in laws to keep themselves abreast of the latest corporate, regulatory and
industry developments. The familiarization programme has been posted on the Company's
website viz. www.bluedart.com. The weblink of the familiarization programme is
https://www.primeinfobase.in/z_BlueDart/corporate_governance_bluedart.aspx?value=O13MyQclQQPM600MSHCcMw==
NUMBER OF BOARD MEETINGS
The Board met eight (8) times during the financial year ended March 31,
2025. The details of the Board Meetings and attendance of Directors are provided in the
Corporate Governance Report' being part of the Annual Report.
STATUTORY COMMITEES OF THE BOARD
Your Company has constituted the following Committees of the Board as
per requirements of the Act and the Listing Regulations:
- Audit Committee
- Nomination & Remuneration Committee
- CSR Committee
- Stakeholders Relationship Committee
- Risk Management Committee
AUDIT COMMITTEE
As on March 31, 2025, the Audit Committee comprises of Mr. Prakash Apte
as Chairman of the Committee and Ms. Kavita Nair, Dr. Vandana Aggarwal and Mr. R.S.
Subramanian as Members of the Audit committee. Mr. Balfour Manuel, Managing Director is
permanent invitee to the Audit Committee Meeting. Mr. Tushar Gunderia acts as Secretary to
the Committee ("Audit Committee"). During the year, Mr. Prakash Apte was
inducted as Chairman of the Audit Committee w.e.f. July 23, 2024 in place of Mr. Sharad
Upasani who retired as Chairman and Independent Director of the Company w.e.f July 22,
2024.
Ms. Sudha Pai, erstwhile CFO, who was a permanent invitee to the Audit
Committee Meetings tendered resignation as the CFO w.e.f. April 30, 2025. Mr. Sagar Patil
is appointed as an Interim CFO w.e.f. May 26, 2025. The composition and Terms of Reference
of the Audit Committee are in accordance with the provisions of Section 177 of the Act and
Regulation 18 of the Listing Regulations as amended from time to time. The details of
Audit Committee Meetings and attendance of Committee Members are provided in the Corporate
Governance Report, which forms a part of the Annual Report. All recommendations made by
the Audit Committee were accepted by the Board.
CSR COMMITTEE
As on March 31, 2025, the CSR Committee consisted of Mr. Prakash Apte
as Chairman of the Committee and Mr. Balfour Manuel, Ms. Kavita Nair and Mr. R. S.
Subramanian, as Members of the Committee. During the year, Mr. Sharad Upasani and Air
Marshal M. McMahon (Retd.) ceased to be Members of CSR Committee with effect from July 22,
2024 and February 09, 2025 respectively due to their retirement as Independent Directors.
In the Board Meeting of the Company held on May 26, 2025, the Board designated Mr. Balfour
Manuel, Managing Director as Chairman of CSR Committee and Mr. Prakash Apte continues to
be a Member of the Committee. Accordingly, CSR Committee consists of Mr. Balfour Manuel,
as the Chairman of the Committee and Mr. Prakash Apte, Ms. Kavita Nair and Mr. R. S.
Subramanian, as Members of the Committee. Ms. Sudha Pai, erstwhile CFO, who was a
permanent invitee to the CSR Committee Meetings tendered resignation as the CFO w.e.f.
April 30, 2025. Mr. Tushar Gunderia acts as Secretary to the Committee. The Company has
also constituted the CSR Implementation/ Management Committee comprising of Mr. Dipanjan
Banerjee - CCO, Ms. Beena Jacob - CHRO, Mr. Sagar Patil - Interim CFO and Mr. Tushar
Gunderia Head (Legal & Compliance) & Company Secretary, for implementation and
execution of CSR projects/initiatives being implemented by Blue Dart in accordance with
the provisions of the Act. The details of CSR Committee meetings and attendance of
Committee Members are provided in the Corporate Governance Report, which forms a part of
the Annual Report.
CSR Initiatives / CSR Policy
CSR is an integral part of Blue Dart's strategy. Blue Dart is
committed to its responsibility towards the society, community and environment and wants
to make a positive contribution to the society and the world at large, by using its
knowledge and domestic / global presence in a waywhichbenefitsthe planet andits people
Your Company undertakes CSR projects by identifying areas where the needs are high,
ensuring these initiatives make a meaningful impact. As an Indian company with a global
outlook, Blue Dart endeavors to maintain a healthy balance between its economic,
environmental and social interests. Blue Dart along with DHL Group, under the motto of
"Connecting People, Improving Lives", focus its corporate responsibility on
protecting emissions (GoGreen), disaster the environment and reducing CO2 management
(GoHelp) and championing education (GoTeach). These are supported and complemented by the
regional community initiatives which demonstrate voluntary commitment, special abilities
and enthusiasm of Blue Dart across the country.
In accordance with the provisions of Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company
has formulated and posted the CSR & ESG Policy on the website of the Company viz.
www.bluedart.com. The Annual Report on CSR activities in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, undertaken by the Company during the
year is annexed as Annexure B' to the Board's Report. The weblink of CSR
& ESG Policy is https://bluedart. com/documents/d/guest/blue-dart-csr-esg-policy
NOMINATION & REMUNERATION COMMITTEE
As on March 31, 2025, the Nomination & Remuneration
Committee' (NRC) comprises of Dr. Vandana Aggarwal, Chairperson of the Committee and
Mr. Prakash Apte and Mr. Florian Bumberger as Members of the NRC.
During the year, Mr. Sharad Upasani ceased to be a Member of the NRC
Committee with effect from July 22, 2024 due to his retirement as an Independent Director.
Dr. Vandana Aggarwal has been appointed as a Chairperson of the Nomination and
Remuneration Committee w.e.f. July 23, 2024 and Mr. Prakash Apte who was the earlier
Chairman of the Committee continues to remain a Member.
Ms. Sudha Pai, an erstwhile CFO, who was a permanent invitee to the NRC
Meetings tendered resignation as CFO w.e.f. April 30, 2025. Mr. Balfour Manuel, Managing
Director, is the permanent invitee to the Committee. Mr. Tushar Gunderia acts as Secretary
to the Committee. The details of Nomination & Remuneration Committee Meetings and
attendance of committee members are provided in the Corporate Governance Report, which
forms a part of the Annual Report. Pursuant to provisions of Section 178 of the Act and
Regulation 19 of the Listing Regulations, the Board has on recommendation of the
Nomination & Remuneration Committee, formulated a Nomination & Remuneration
Policy' for selection and appointment of Directors, Key Managerial Personnel (KMP),
Senior Management Personnel (SMP), other employees and their remuneration which includes
criteria for determining qualifications,positive attributes, independence of a Director
and other matters provided under Section 178(3) of the Act. The Nomination and
Remuneration Policy has been incorporated in the Corporate Governance Report, which forms
a part of the Annual Report.
RISK MANAGEMENT
Blue Dart has a well-defined risk management framework and policy in
place. The risk management framework works at various levels across the enterprise. Risk
Management is an integral and important component of Corporate Governance and Blue Dart
believes that robust risk management ensures adequate controls and monitoring mechanisms
for a smooth and efficient running of the business. A risk-aware organization is better
equipped to maximize the shareholders' value.
Blue Dart has formulated a Risk Management Policy which provides an
overview of the principles of risk management, explains the approach adopted by the
Company towards risk management and mitigation, defines the organizational structure for
effective risk management, develops a "risk" culture which encourages employees
to identify risks and associated opportunities and respond to them with an effective
action, identify, assess, manage and mitigate existing and new risks in a planned and
co-ordinated manner with minimum disruption and cost, and to protect and preserve the
Company's human, physical and financial assets ("Risk Management Policy").
The Risk Management Committee of the Company maintains comprehensive
oversight on risks attributed to the organization and guides the Management on activities,
reviews result of risk assessment and mitigation plan development process, reviews and
monitors operation of risk management process and reports to the Board on the status of
risk management initiatives and its effectiveness. Blue Dart has in place a mechanism to
identify, assess, monitor and mitigate various risks to key business objectives. Major
risks identified by the businesses and functions are systematically addressed through
mitigating measures on a continuing basis. Blue Dart has a process in place to inform the
Audit Committee and Board on risk assessment and mitigation measures and periodic review
is conducted to ensure that the management controls risk through defined framework. The
Risk Management Committee comprises of Ms. Kavita Nair, Chairperson of the Committee and
Mr. Prakash Apte, Mr. Balfour Manuel, Mr. R.S. Subramanian, Directors, Mr. Tushar
Gunderia, Head (Legal and Compliance) & Company Secretary and Mr. Savio Mendonca,
Head- Internal Audit & Risk Management as Members of the Committee. Ms. Sudha Pai,
resigned as CFO with effect from April 30, 2025 and ceased to be a Member of RMC.
Mr. Sharad Upasani, was the Chairman of the Risk Management Committee
upto July 22, 2024 Mr. Prakash Apte was inducted as Chairman w.e.f. July 23, 2024 and was
re-designated as Member w.e.f. March 04, 2025. Ms. Kavita Nair was re-designated as the
Chairperson of Risk Management Committee w.e.f. March 05, 2025. The Risk Management
Committee constituted by the Board assists the Board in monitoring and reviewing the risk
management plan, implementation of the risk management framework of the Company and such
other functionsastheBoardmaydeemfit.
The details of Risk Management Committee composition, meetings and
attendance of Committee Members are provided in the Corporate Governance Report, which
forms a part of the Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on March 31, 2025, the Stakeholders Relationship
Committee' comprised of Mr. Prakash Apte as Chairman and Mr. Balfour Manuel and Mr.
R. S. Subramanian as Members of the Committee. Mr. Tushar Gunderia acts as a Secretary to
the Committee. Mr. Sharad Upasani, was the Chairman of the Stakeholders Relationship
Committee upto July 22, 2024. Mr. Prakash Apte was inducted as the Chairman of
Stakeholders Relationship Committee w.e.f. July 23, 2024.
In the Board Meeting of the Company held on May 26, 2025, the Board
designated Mr.R.S.Subramanian, as Chairman of SRC and Mr. Prakash Apte continues to be a
Member of the SRC.
The details of Stakeholders Relationship Committee Meetings and
attendance of Committee Members are provided in the Corporate Governance Report, which
forms a part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
Loans, guarantees or investments covered under Section 186 of the Act
forms part of the notes to the Financial Statements provided in this Report.
PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES
Related Party Transactions entered during the financial year ended
March 31, 2025, were on arm's length and in ordinary course of business'.
There were no materially significant Related Party Transactions made by the Company with
the persons / related party(s) as defined under Section 2(76) of the Act which may have a
potential conflict with the interest . of the Company at large
All Related Party Transactions under section 188 of the Act and
Regulation 23 of the SEBI Listing Regulations were placed before the Audit Committee and
Board for approval except, transactions during the year with DHL Information Services
(India) LLP of Rs. 3.6 lakhs. This has been taken on record by the Audit Committee
/ Board in its meeting held on May 26, 2025. Based on further examination done by
management, additional transactions, not material and in the ordinary course of business,
with two related parties for earlier years were identified and taken on record by the
Audit Committee / Board. None of the Directors have any pecuniary relationship or
transactions with the Company.
The particulars of contracts or arrangements with related parties as
required under Section 134(3)(h) in prescribed Form AOC - 2 are annexed herewith as
Annexure C' to the Board's Report. The Policy on Related Party
Transactions/Disclosures' as approved by the Board is posted on the Company's
website viz. www.bluedart.com. The web link of Policy on Related Party
Transactions/Disclosures' is
https://www.primeinfobase.in/z_BlueDart/corporate_governance_bluedart.aspx?value=O13MyQclQQPM600MSHCcMw==
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(3)(c) of the Act, your Directors
confirm that:
i. In the preparation of the financial statement, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
ii. They have selected accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2025 and
of the profit of the Company for the financial year ended March 31, 2025;
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down proper internal financial controls to be
followed by the Company and that the financial controls were adequate and were operating
effectively; and
vi. They have devised proper systems to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
BOARD EVALUATION
Pursuant to provisions of the Act, Schedule IV and Regulation 17 of
Listing Regulations, the Board is required to carry out an annual evaluation of its own
performance, the Chairperson, individual Directors as well as the evaluation of the
working of its committees. In line with effective governance requirements, the performance
evaluation of the Board of the Company, Committees of the Board and Directors on the Board
has been carried out by an independent body - M/s KPMG India Services LLP, Mumbai.
The evaluation process considers performance effectiveness regarding
the Board composition, expertise, dynamics, strategic oversight, risk management, internal
control, succession planning and leadership. The performance of individual Directors is
evaluated on parameters such as preparation, participation, conduct, independent judgement
and effectiveness.
While the individual Directors' performance is being reviewed by
the Chairperson and rest of the Board excluding the Director being evaluated, the
Chairperson's and Non-Independent Directors' performance are appraised through
feedback from the Board of Directors and Independent Directors respectively.
The evaluation of Independent Directors is carried out by the entire
Board excluding the Director being evaluated which includes performance of Directors and
fulfillment of the independence criteria as specified and their independence from the
management.
AUDITORS AND AUDITORS REPORT Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or
re-enactment M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm
Registration Number: 117366W/ W-100018), were appointed as Statutory Auditors of the
Company for a term of 5 (five) years to hold office from conclusion of the 31st Annual
General Meeting of the Company held on July 27, 2022 upto the conclusion of the 36th
Annual General Meeting ("Statutory Auditors").
Your Company has received requisite certificate from M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, confirming that they satisfy the criteria
provided under section 141 of the Act and are not disqualified from continuing as
Statutory Auditors of the Company. The Auditors' Report for the financial year
2024-25 does not contain any qualification, reservation or adverse remarks and forms part
this Annual Report. There is no incident of fraud reporting by Auditors under section
143(12) of the Act except filing prescribed under rule 13 of Companies (Audit and
Auditors) Rules, 2014 with the Central Government, during the year (please refer Note 47
to the standalone Financial Statement).
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. Nilesh Shah & Associates, Company Secretary in Practice, to undertake
"Secretarial Audit" and "Annual Secretarial Compliance Audit" of the
Company for the year ended March 31, 2025. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
The Secretarial Audit Report is annexed herewith as Annexure
D' to the Board's Report.
In compliance with Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, the Board at its meeting held on June 23, 2025, based on
recommendation of the Audit Committee, has approved and recommended to the Members of the
Company, the appointment of M/s. Makarand M. Joshi & Co., Practising Company
Secretaries, a peer reviewed firm (Firm Registration No. P2009MH007000) as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26
till FY 2029-30, on payment of such remuneration as may be mutually agreed upon between
the Board and the Secretarial Auditors from time to time.
M/s. Makarand M. Joshi & Co., have confirmed they are not
disqualified from being appointed as the Secretarial Auditors of the Company and satisfy
the prescribed eligibility criteria.
For further details on the proposed appointment of Secretarial
Auditors, please refer to the Notice of the AGM.
Secretarial Audit Report of Material Unlisted Subsidiary
As per regulation 24(A) of SEBI Listing Regulations, a listed company
is required to annex the Secretarial Audit Report of its material unlisted subsidiary to
its Annual Report. Accordingly, the Secretarial Audit Report of M/s. Blue Dart Aviation
Ltd. is annexed along with the for the time being in force), Directors Report of BDAL
forming part of this Annual Report.
Disclosure on confirmation with the Secretarial Standards
Blue Dart is in compliance with the Secretarial Standards, specified by
the Institute of Company Secretaries of India (ICSI).
Cost Auditor
During the year under review, the provisions of Maintenance of Cost
Records and requirements of Cost Audit as stated under Section 148 of the Act and the
Companies (Audit and Auditors) Rules, 2014 were not applicable to the Company.
ANNUAL RETURN of FormADT-4 Pursuant to Section 92(3) read with
Section 134(3)(a) of the Act, the Annual as Return as on March 31, 2025, is available on
the Company's website at
https://www.primeinfobase.in/pages_new/Reports.aspx?value=O13My QclQQPM600MSHCcMw==
POLICIES
The Board, from time to time, has framed and revised various polices as
per applicable laws and standards for better governance and administration of Blue Dart.
Some of the important policies that were framed by the Board include the following:
1. Nomination & Remuneration Policy: This policy sets out
the objective, functions and scope of the Nomination and Remuneration Committee for
determining qualifications, experience, independence etc. relating to the appointment and
remuneration of the Directors, Key Managerial Personnel and senior management employees of
the Company.
2. CSR & ESG Policy: This policy sets out the role of the
CSR Committee of the Board, which includes identification of the areas where the CSR
activities will be performed, evaluation of CSR activities, reviewing the CSR spending
vis-a-vis the activities implemented and monitoring the process of CSR projects/ programs
of the Company as per Annual Action Plan. Further, providing guidelines for common
understanding and ensuring adherence of ESG & following Principles of Business
Responsibility and Sustainability Report (BRSR), enshrined in SEBI Regulations, derived
from the National Guidelines on Responsible Business Conduct (NGRBC), ensuring that the
Company adopts responsible business practices in line with its Environmental, Social and
Governance (ESG) responsibilities, ensure ethically driven business process that is
committed to the values, aimed at driving the Group's credo of Connecting People,
Improving Lives.
3. Risk Management Policy: This policy provides the framework
for identification of risks of the Company, risk assessment and prioritization, loss
prevention measures and other risk management measures for the Company.
4. Related Party Transactions Policy: This policy regulates the
entry into transactions between the Company and its related parties and the required
corporate approvals as per the laws and regulations applicable to the Company from time to
time.
5. Policy on Determination of Materiality of Event or Information:
This policy lays down the criteria for determining the materiality of
an event or information of the Company for purposes of making required disclosures to the
stock exchanges pursuant to the Listing Regulations.
6. Code of Conduct for dealing in the Company's Securities:
Pursuant to the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, Blue Dart has framed a Code of Conduct on prohibition
of insider trading.
7. Dividend Distribution Policy: This policy describes the
circumstances under which a member may or may not expect a dividend and the financial
parameters and internal and external factors which are considered by the Board for
declaration of dividends.
TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
The details relating to unclaimed dividends and unclaimed shares
transferred to Investor Education & Protection Fund forms part of the Corporate
Governance Report' which forms a part of the Annual Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Blue Dart is committed to maintaining high standards of corporate
governance and is adhering to corporate governance requirements set out by the Securities
and Exchange Board of India. Our corporate governance practices are reflectionof our value
system encompassing our culture, policies, and relationships with our stakeholders. Blue
Dart believes that corporate governance is application of the best management practices,
compliance of law in true letter and spirit' and adherence to an ethical
standard for effective management and distribution of wealth and discharge of social
responsibility for sustainable development of all Stakeholders.
Corporate Governance reflects the principles embedded in its values,
policies and day-to-day business practices, leading to sustainable, value-driven growth of
the Company. Blue Dart maintains the highest standards of corporate governance and
disclosure practices and is committed to transparency in all its dealings.
A section on Corporate Governance along with a certificate from the
Auditors confirming compliance with conditions of Corporate Governance as stipulated under
the Listing Regulations is annexed and forms part of the Directors' Report.
A detailed review of operations, performance and future outlook of the
Company and its business is given under the Management Discussion and Analysis'
Report which forms an integral part of this Report and is set out as a separate section to
this Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")
The Company has provided Business Responsibility and Sustainability
Report (BRSR). The BRSR indicates the Company's performance against the principles of
the National Guidelines on Responsible Business Conduct'. This would enable the
Members to have an insight into Environmental, Social and Governance initiatives of the
Company.
CEO/CFO CERTIFICATION
In accordance with Regulation 17 of the Listing Regulations pertaining
to corporate governance norms, Mr. Balfour Manuel, Managing Director and Mr. Sagar Patil,
Interim CFO, certified, inter-alia, on review of Financial Statements and establishing and
maintaining internal controls for the financial reporting for the financial year ended
March 31, 2025. The said certificate forms an integral part of the Annual Report.
DEPOSITS
During the year, Blue Dart has not accepted any Deposits within the
meaning of provisions of Section 73 and/or 76 of the Act and Rules made thereunder.
HUMAN RESOURCE DEVELOPMENT
Particulars of employees and related disclosures
The information on the particulars of Employees' remuneration as
per Section 197(12) of Act, read with Rule 5(2) and 5 (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms
part of this Report. The information on the particulars of employees' remuneration as
per Section 197(12) of Act, read with Rule 5(2) and 5 (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms
part of this Report. However, as per the provisions of Section 136 (1) of the Act, the
ofreport and the Company, excluding the Statement of Particulars of Employees. In
accordance with the provisions of Section 136 of the Act, this exhibit is available for
inspection by the shareholders through electronic mode. Any Member interested in obtaining
a copy of the said statement may send an e-mail to Investors@bluedart.com.
The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section (12) of section 197
of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report as Annexure E'
to the Board's Report.
Certain eligible employees of the Company are covered under the
Performance Share Plan, Share Matching Scheme & Employee Share Plan established and
governed by the Ultimate Holding Company viz; Deutsche Post AG. Further, DHL's scheme
viz; "myShares", which is a new voluntary share plan have been extended to all
eligible employees of the Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The particulars regarding conservation of energy, technology absorption
and foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the
Act read with the Companies (Accounts) Rule 2014 are annexed as Annexure F'
to the Board's Report.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of following items since there were no transactions in respect thereof, during the
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
3. Neither Managing Director nor Whole Time Directors of the Company
received any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the regulators or
courts or tribunals which impacted the going concern status and Company's operations
in future.
5. As on March 31, 2025, there is no Associate Company or Joint Venture
Company within the meaning of Section 2(6) of the Act.
6. No material fraud has been reported by the Auditors to the Audit
Committee or the Board.
7. There was no change in the nature of business.
8. There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
9. There was no instance of a one-time settlement with any Bank or
Financial Institution.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to
all employees of the Company for their unstinted commitment and continued contribution to
the Company. The success of Blue Dart is directly linked to hard work and commitment of
its employees to ensure business continuity' and qualitative service offerings
for its customers. Their commitment and contribution are deeply acknowledged. We look
forward to their continuing support and involvement. The Board wish to express its sincere
appreciation and thanks to all customers, suppliers, banks, financial institutions,
advisors, Government of India, concerned State Governments and other authorities for their
consistent support and co-operation extended during the year. We are also deeply grateful
to our Shareholders for the confidenceand faith that they have always placed on us.
For and on behalf of the Board of Directors,
Prakash Apte |
Balfour Manuel |
Chairman |
Managing Director |
DIN: 00196106 |
DIN: 08416666 |
Mumbai
June 23, 2025
|