Dear Members,

The Board of Directors ("the Board") have pleasure in presenting the 14^th Annual Report of your Company along with the Audited Financial Statements forthe financial year ("FY") ended March 31,2025 (hereinafter referred as "FY25" or "during the year").

Key highlights of the financial performance of your Company forthe FY25 are as under:

(Rs. in Million)

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

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

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

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

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

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

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

The key differentiators of business of your Company are:

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

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

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

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

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

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

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

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

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

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

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

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

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

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:

(Rs. in million)

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

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

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

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

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

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

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

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

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

During the year under review, the Capital Clause of the Memorandum of Association was amended to reclassify the unutilised preference share capital into equity shares, with the approval of the Members at the 13^th Annual General Meeting ("AGM"). The Authorised Share Capital of Rs.1,342,535,980/- consisting of 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, was reclassified to Rs.1,342,535,980/-, divided entirely into 1,342,535,980 equity shares of Rs.1/- each.

Apart from above there was no other alteration in the MoA and AoA.

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

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

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

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

Not applicable

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*Mr. Suraj Saharan appointed as an Additional Director in the capacity of Whole-time Director, designated as Executive Director and Chief People Officer, with effect from May 16,2025 subject to the approval of the Members of the Company.

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

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

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

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

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

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.

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

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) CSR& Sustainability Committee;

d) Stakeholders' Relationship Committee;

e) Risk Management Committee;

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

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

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

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.delhiverv. com/company/investor-relationsRs.sec=policies-codes and is followed for respective appointment(s). The salient features of the Policy on Nomination, Remuneration & Evaluation are as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1. Delhivery Freight Services Private Limited, India

2. Orion Supply Chain Private Limited, India

3. Delhivery Cross Border Services Private Limited, India

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

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

6. Algorhythm Tech Private Limited, India

7. Delhivery Robotics India Private Limited, India¹

8. Delhivery Corp Limited, United Kingdom²

9. Delhivery HK Pte. Limited, Hong Kong

10. Delhivery USA, LLC

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

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

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

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

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

2 The Board of Directors of the Company approved to initiate liquidation of Delhivery Corp Limited, United Kingdom in its meeting held on May 77, 2024, and the liquidation is under process.

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

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

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

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

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

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

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

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

Policy for determining Material Subsidiary. The said policy is available on the website of your Company at https://www. del h ivery.com/company/investor-rel ationsRs.sec=pol icies- codes.

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

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

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 oftheSEBI Listing Regulations, and the same is available on the website of your Company at https:// www.delhivery.com/company/investor-relationsRs.sec=policies- codes. The policy is intended to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and its related parties.

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

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

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

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.

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 oranyotherviolation of the Policy within your Company. The vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanisms and provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available on the website of your Company at https://www.delhivery.com/company/ investor-relationsRs.sec=policies-codes.

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

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

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

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

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

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

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

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

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) ofthe Act.

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

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

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

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

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.

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• No sweat equity shares have been issued.

• No buyback of shares have been undertaken.

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

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

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

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

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

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

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

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.

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 gratitudeto all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other regulatory&statutoryauthoritiesfortheirconsistent 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.