Blue Dart Express Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

To the Members,

Your Directors take great pleasure in presenting the Thirty Third Annual Report of Blue Dart Express Limited ("Company" / "Blue Dart") for the financial year ended March 31, 2024. performance: Pleasefind belowsnapshot ofthe

FINANCIAL RESULTS ( in Lakhs)

Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2024	For the financial year ended March 31, 2023	For the financial year ended March 31, 2024	For the financial year ended March 31, 2023
Revenues
Service Charges	5,26,783	5,17,222	5,26,783	5,17,222
Other Income	7,184	5,054	5,084	3,204
Less : Operating Expenses	4,75,036	4,53,996	4,41,505	4,23,473
Gross Profit (EBIDTA)	58,931	68,280	90,362	96,953
Less : Finance Cost	1,927	1,742	7,806	6,685
Depreciation & Amortisation	18,725	16,664	43,286	39,448
Earnings before Tax	38,279	49,874	39,270	50,820
Less : Income Tax Expenses	9,415	13,230	9,169	13,767
Earnings after tax	28,864	36,644	30,101	37,053
Other Comprehensive Income (post Tax)	(1413)	(505)	(1751)	(705)
Total Comprehensive income / (Loss) for the year	27,451	36,139	28,350	36,348
Retained Earnings
Balance as at the beginning of the year	1,13,930	83,421	1,05,770	75,052
Add : Profit / (Loss) for the year	28,864	36,644	30,101	37,053
Profit available for appropriation	1,42,794	1,20,065	1,35,871	1,12,105
Less : Appropriations/Adjustments
Final Dividend and Interim Dividend Paid	7,118	8,305	7,118	8,305
Dividend Distribution Tax (refund received)*	2,675	(2,675)	2,675	(2,675)
Acturial loss / (gain) on remeasurement of post employment benefit obligation, net of tax	1,413	505	1,751	705
Balance as at the end of the year	1,31,588	1,13,930	1,24,327	1,05,770

*Note: In the previous year, the Company had received refund of excess DDT paid on Dividend declared to foreign entity. Refund received for FY 2014-15 was 2,577 lakhs and for FY 2015-16 was 98 lakhs after adjustment of tax demands of previous years amounting to 510 lakhs. Subsequently, Order Giving Effect ("OGE") to the ITAT directions was received for the FY 2014-15 and 2015-16 raising a total demand of 2,796 lakhs and 388 lakhs respectively. Payment of the said disputed demand was made in total of 3,185 lakhs on March 01, 2024 and February 20, 2024 respectively.

REVIEW OF PERFORMANCE

In 2023, the global economy experienced a mixed performance, with several factors influencing its trajectory. Overall, the recovery from COVID-19 pandemic varied across regions, with some economies rebounding strongly while others faced challenges due to ongoing issues such as supply chain disruptions and geopolitical tensions. The Indian economy in 2023 showed signs of recovery after facing significant challenges during the pandemic. Various government initiatives aimed at stimulating growth, coupled with a gradual reopening of economic activities contributed to the improvement. However, certain sectors continued to face challenges, and structural reforms were necessary to sustain long-term growth.

In terms of global logistics and e-commerce, the sector continued to undergo rapid transformation fueled by technological advancements and changing consumer behaviour. While e-commerce saw continued growth, especially in regions where digital infrastructure is robust, logistical challenges such as supply chain disruptions and transportation bottlenecks persisted, impacting overall efficiency. Similarly, the Indian logistics and e-commerce sectors witnessed significant growth and innovation initiatives in 2023. The expansion of digital infrastructure, coupled with increasing internet penetration, fueled e-commerce growth, while logistical improvements aimed at addressing last-mile delivery challenges contributed to the sectors performance.

In the wake of unprecedented global challenges in the post-pandemic era, Blue Dart has showcased remarkable resilience and strategic acumen, positioning itself as a leader in the Indias logistics industry. Despite facing hurdles such as higher interest rates and increasing costs, your Company not only surpassed pre-pandemic revenue levels but also strengthened its position as ‘Provider of Choice’ for Customers, the ‘Employer of Choice’ for Talent and ‘Investment of Choice’ for the Stakeholders.

Central to Blue Darts success is its commitment to customer-centricity. By prioritizing service excellence and understanding and exceeding customer expectations, the Company has gained a substantial market share across various service offerings. This dedication to customer satisfaction has not only placed Blue Dart’s position as a market leader but has also supported in gaining trust and loyalty of its customers, driving its continued growth.

Blue Dart remained the backbone for all its customers of choice. Customer appreciations flowed in, as no matter what the logistics requirements and no matter what the time or place, a ‘Blue Darter’ was always there, being reliable, responsive, and resilient. It is our people who make Blue Dart a great Organisation and outstanding performance of all ‘Blue Darters’ helps Blue Dart remain a ‘Customer Trusted Brand’ and a ‘Provider of Choice’. Keeping its ‘People First’ philosophy at the core, Blue Dart invests heavily in developing and nurturing the ‘Customer Centric Culture’ (CCC) driven by innovation and digitization initiatives. Blue Dart’s USP

is quick delivery and fast turn-around time, all while ensuring that the consignee’s shipment is in perfect condition. Throughout 2023-24, your Company continued its focus on enhancing Customer Centric Culture and therefore, innovation initiatives are always prioritized and accelerated.

Technology and digitalization continues to remain popular trends within the industry, owing to their rising prominence during the pandemic. Since inception, Blue Dart has maintained its technology leadership and continues to invest extensively in its technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for the customers. Your Company’s key differentiators continue to be late pick-up and early delivery, a secured network, 24x7 visibility allowing tracking across complete delivery chain, Application Programming Interfaces ("APIs") integrated with customer requirements and other technology, mobility solutions such as dynamic re-routing, visibility of courier movements as well as providing access to monitor net-stops from the service centre to enhance courier and route productivity. Blue Dart continues to innovate and create for its Customers user-friendly and efficient technological solutions. This includes Blue Dart’s ‘Contact Less Delivery Service’ as well as ‘My Blue Dart’ mobile application.

Your Company has led transformative digital initiatives to enhance customer experience and operational efficiency. Our Digital Prepaid Cards offer a real-time payment visibility and hassle-free recharge, simplifying booking management. Partnering with What3words, a digital geocoding system, has revolutionised delivery accuracy. It ensures precise deliveries within a 3m x 3m square, enhancing satisfaction and reducing errors. Our focus on technology-enabled mobility solutions for returns ensures error-free operations, thus improving service quality.

What sets Blue Dart apart is not just its infrastructure, but also its diverse and skilled workforce, which is a driving force behind the Companys operational efficiency. Together, they facilitate business for a wide array of sectors including eCommerce, Pharmaceuticals and Medical devices, BFSI, Consumer Electronics, and Automotive, among others. By catering to the unique needs of these sectors, Blue Dart has become an indispensable partner in the growth of businesses across the country.

During the year, Blue Dart focused on Learning and Development ("L&D") initiatives as well as Diversity and Inclusion ("D&I") initiatives. Further, keeping its ‘People First’ philosophy, Blue Dart cultivates a culture of meritocracy and development-oriented people management and ensured its Employees’ health and safety.

Blue Dart has an impeccable service record driven by a motivated and passionate team, the testimony for which rests in the numerous awards bestowed upon Blue Dart over the years. As a responsible corporate entity, Blue Dart continues to contribute towards environmental and social causes that enhance and nurture the society in which it operates. A testament to Blue Darts excellence is its recognition within the industry and beyond. The Company was honoured as Indias Top

Value Creator 2023 in the transport and logistics category, highlighting its commitment to excellence and value creation. Additionally, it has received accolades such as Great Company to Work For. Mr. Balfour Manuel, Managing Director, was recognized as the ‘Most Trusted Leader’, further strengthening the Companys reputation as a preferred Employer and a trusted industry leader.

The Environmental, Social and Governance ("ESG") landscape in India has witnessed a significant momentum in recent years, driven by regulatory imperatives, investors’ pressure and evolving societal expectations. For Blue Dart, ESG is an ethically driven business process that is committed to the values, aimed at driving the DHL Group’s credo of Connecting People, Improving Lives’. Your Company’s philosophy of governance is to achieve business excellence and to create as well as enhance the value for its Stakeholders, thereby making a significant contribution to the economy. Your Company’s governance framework reflects its culture, policies, relationship with its stakeholders and strong commitment to its values.

The financial year 2023-24, was a year of an unprecedented challenges, but your Company’s agile business model helped it to steer through challenges and deliver consistent and good profitable performance for the year.

Income from operations of the Company reported for the financial year ending March 31, 2024 is 5,26,783 Lakhs as compared to 5,17,222 Lakhs for the year ended March 31, 2023. Your Company posted a profit after tax of 28,864 Lakhs for the year ended March 31, 2024, on a standalone basis as compared to a profit after tax of 36,644 Lakhs for the financial year ended March 31, 2023. Your Company, over the last 40 years, has centred its business around providing tailored 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. In recent times, the e-commerce landscape has become an integral part of our daily lives, transforming the way we shop, connect, and do business. India, with its expanding digital population and increasing internet penetration, has emerged as one of the most vibrant e-commerce markets globally. According to the Economic Survey 2022-23 by the Government of India, the e-commerce market is projected to grow at 18% annually through 2025. This e-commerce growth and rising focus of government with initiatives such as ONDC and PM Gati Shakti National Master Plan further strengthens the belief of businesses in the future of e-commerce in India and presents an opportunity to thousands of businesses across India. From essential commodities to luxury goods, consumers across the country are now shopping online. This shift in consumer behaviour has not only contributed to growth of the e-commerce industry but also paved the way for more inclusive and accessible online marketplaces. The e-commerce industry has experienced a remarkable journey over the past few years with the COVID-19 pandemic acting as catalyst for an accelerated growth. However, as we transition back to pre-pandemic conditions, the industry continues to demonstrate healthy growth rates. Private consumption across the Indian market is growing with e-commerce pulling the needle towards the next phase of industry growth. The e-commerce industry demonstrates a great future as consumer trust in the online shopping continues to strengthen. 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 efficient solutions to the 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.

During the year, 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) and implemented an environment policy. The Company is also extending its scope to the logistics in a phase wise manner.

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 over a period of time, the Board of Directors ("Directors") are pleased to recommend a dividend of 25/- (Rupees Twenty Five only) per equity share of 10/- each for the financial year ended March 31, 2024, 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/ files/Dividend_Distribution_Policy_Bluedart.pdf

OPERATIONS REVIEW

Blue Dart offers secured and reliable delivery of consignments to over 56,400 locations in India. As part of the 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.

Blue Dart operates with its fleet of six Boeing 757-200 freighter aircraft, two Boeing 737 aircraft, offering a payload of 500+ tons per night, a flotilla of over 12,000+ vehicles, 2,253 facilities and 400+ e-vehicles across 56,400 locations in India. Over 12,500 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 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 3,587.62 Lakhs domestic shipments and over 6.47 Lakhs international shipments weighing more than 12,04,000 tonnes during the financial year ended March 31, 2024

FACILITIES / INFRASTRUCTURE

Blue Dart has 2,253 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 88.34% and ‘Technical Dispatch Reliability’ of 99.49%, especially considering its average fleet age of 27 years. BDAL uplifted 98,135 tonnes on its network for the year ended March 31, 2024. BDAL operated 211 additional flights and 736:55 hours supplementing the scheduled night operations. BDAL is the longest serving private airline in the country with 27 years of scheduled domestic operations and continues to connect major cities within India through its robust air network. This network has been instrumental in supporting your Company’s distribution across the expansive geography of our nation. In continuation of our efforts to facilitate nation-wide air connectivity, BDAL has added Guwahati station to the air network starting January 29, 2024. This expansion underscores your Company’s commitment in facilitating seamless air access to the northeast, with the rest of India. This strategic expansion aims to elevate service quality standards for shipments in the region to unprecedented levels.

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 environment friendly. We have also leveraged on Power BI Tool to expedite decision making and Transparency.

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 March 31, 2024, your Company has liquid assets (cash and cash equivalent) of 11,252 Lakhs as against 3,931 Lakhs, as on

March 31, 2023. The Company has utilized part of its surplus funds for purchase of two aircrafts during financial year 2023-24. Blue Dart’s earnings per share (basic & diluted) for the year ended March 31, 2024, stood at 121.65 as compared to 154.43 for the previous year ended March 31, 2023.

Cash Flows and Working Capital Management

During the year ended March 31, 2024, Blue Dart generated net cash of 44,626 Lakhs from its operations as against 31,926 Lakhs 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 / fixed deposits with banks for effective cash flow management. Liquidity in 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.

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. ICRA Ltd. (an Associate of Moody’s Investors Service) has assigned "ICRA AA" (stable) (ICRA double A) (long term rating) to the Company’s bank limits (working capital) of 20,000 Lakhs (including fund based and non-fund-based limits). ICRA also assigned "ICRA A1+" (ICRA A one plus) (short term rating) for the said limits.

2. India Ratings and Research (Ind-Ra) has assigned a long-term issuer rating of "IND AA". The outlook is Positive.

3. India Ratings and Research (Ind-Ra) has assigned rating for working capital of 20,000 Lakhs (including fund based and non-fund-based limit) as INDAA/Positive/IND A1+.

SUBSIDIARY COMPANIES

The Audited Financial Statements of Blue Dart Aviation Ltd. ("BDAL") and Concorde Air Logistics Ltd. ("CALL"), the wholly owned subsidiary companies for the financial year ended March 31, 2024, 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 Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and Regulation 33 of the Listing Regulations, as amended from time to time.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, as amended from time to time, Blue Dart has formulated a ‘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/files/Bluedart_PolicyonMaterialSubsidiary.pdf

DHL EXPRESS (SINGAPORE) PTE. LTD., PROMOTER SHAREHOLDER

DHL Express (Singapore) Pte. Ltd. ("DHL") holds 75% of equity capital of Blue Dart. 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. In our effort to constantly collaborate and optimise, with support of group companies viz; DHL Express (India) Pvt. Ltd., DHL Supply Chain (India) Pvt. Ltd., DHL Logistics Pvt. Ltd., DHL eCommerce (India) Pvt. Ltd. (erstwhile known as DHL eCommerce (India) LLP), DHL eCommerce Singapore Pte. Ltd., Singapore, Deutsche Post IT Services, GMBH, the India Steering Committee comprising of the Senior Management Team made significant progress in the past year to maximise synergies amongst the business units with a focus on improving infrastructure, service quality and cost efficiencies, thereby improving customer experience.

OUTLOOK FOR THE FUTURE

Looking ahead, the outlook for global economy remains uncertain, with factors such as inflationary pressures, ongoing supply chain disruptions and geopolitical tensions posing challenges. However, the technological advancements offer opportunities for recovery and growth, albeit unevenly distributed across regions. The outlook is positive, with continued innovation and investments expected to drive growth. Efforts to improve infrastructure, streamline processes and enhance last-mile delivery capabilities will be crucial for both global and Indian logistics and e-commerce to thrive in the coming years.

The logistics landscape in India is poised for significant transformation, driven by a confluence of technological advancements and a growing emphasis on sustainability.

The utilization of big data analytics in the supply chain industry, the adoption of Internet of Things (IoT) technology promises to enhance supply chain visibility in India. Artificialintelligence (AI) is another game-changer that is poised to transform the Indian logistics industry. With the global shift towards sustainable business practices gaining traction, Indian Companies are increasingly recognizing the imperative to integrate ESG considerations into their core strategies and operations. Sustainability will continue to take center stage in the future of Indias logistics industry. As environmental concerns become increasingly prominent, logistics companies will face mounting pressure to reduce their carbon footprint. Key trends indicate a growing emphasis on climate change mitigation, resource efficiencyand social inclusivity. This will drive the adoption of green solutions such as alternative fuels and electric vehicles, offering customers more opportunities to reduce transport emissions through sustainable options like sustainable aviation fuel and marine fuel.

As logistics firms in India continue to evolve and adapt to these trends, staying ahead of the curve will be crucial for success in this dynamic and rapidly evolving industry. As an industry leader, Blue Dart is embracing these changes, driving innovation, and fostering more efficient and sustainable logistics.

As a sustainable and purpose-driven company, Blue Dart has made significant strides in incorporating ESG principles into its work, business operations, products, and services. To further strengthen its ESG program and minimize impact on the environment, society and regulatory compliance, Blue Dart has undertaken several initiatives. These initiatives aim to systematically enhance our ESG Key Performance Indicators emissions, increased usage of

(KPIs), resulting in reduction of CO2 green electricity, carbon-neutral solutions for its customers, AR and VR technologies for self-learning purposes, particularly for providing 5S training to improve user engagement and experience. Moreover, 400+ electric vehicles were deployed in 2023, marking a milestone in the companys commitment to sustainability etc.

As an organization, Blue Dart is committed to continuously outperform and invest in brand, people, technology, digitization and automation to chart a new trajectory of growth as we build our brand for the future. Blue Dart is geared to face challenges to come as a tech enabled logistics solutions Provider of Choice for its customers. Your Directors look forward to an improved performance in the years to come.

AWARDS AND RECOGNITIONS

Blue Dart’s innumerable efforts in the pursuit of endless excellence was recognized throughout the financial year ended March 31, 2024. Blue Dart’s position as an industry leader was significantly reiterated by the accolades received from several industry bodies and customers. Blue Dart won several awards which validate its brand equity, leadership, ‘People First’ philosophy, customer service, business acumen and Corporate Social Responsibility ("CSR").

Blue Dart is benchmarked to international standards and has won several brand leadership awards. The Company was acknowledged as the ‘Most Trusted Brand 2023’ by Reader’s Digest India for the 17th successive year, was recognized at the 10^th National Award for Excellence in Branding and Marketing for its remarkable achievement in consumer insights, received the ‘Effective Use of Marketing Communications’ Award at the Global Brand Excellence Awards 2023 and won the award for the ‘Best Use of Social Media in Marketing’ at the Global Brand Excellence Awards 2023. The Company was also recognized as the "Best Express Cargo Service Provider" at the Indian Cargo Award 2023, was honoured with the title of the ‘Best Loyalty Program’ at the Global Brand Excellence Awards 2023 for its Blue Points Program and also secured the title of Marketing Campaign of the Year at the Global Brand Excellence Awards 2023 for its Marketing Campaign ‘If Its Important, Blue Dart It’. The brand has proudly been certified as a Top Employer 2024 and retains its position as a Great Place to Work for the 13^th consecutive year. Blue Dart has consistently invested in its workforce and introduced numerous initiatives that promotes diversity and inclusion owing to which, it has been recognised as the Best Organization for Women 2024 at the 4^th Edition of Best Organizations for Women by ET Now.

In the financial year being discussed, Blue Dart won the Best Corporate Social Responsibility Practices at the Global CSR Excellence and Leadership Awards 2024, clinched the title of ‘CSR Campaign of the Year’ for its Go Teach program at the Global Brand Excellence Awards 2023, achieved the Best Environment-Friendly Project Award at the Global CSR Excellence and Leadership Awards 2024 and was also granted the prestigious ‘Well-Known Trademark’ status through the Indian Trademark Registry.

In addition to above, the brand has also been honored as India’s Value Creators 2023 by Dun & Bradstreet and clinched the Best-In-House Magazine Award at the 22^nd Global Edition of Business Leader of the year 2024.

Mr. Balfour Manuel, Managing Director, was recognized as one of the India’s Impactful CEOs at the Times Now Impactful CEO Conclave 2023 and was also honoured as the Most Trusted Leader at the CEO Conclave organized by the ‘Great Place to Work For’ Institute.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year, Ms. Padmini Khare Kaicker tendered resignation as an Independent Director with effect from September 22, 2023 and Ms. Tulsi Nowlakha Mirchandaney tendered resignation as a Non-Executive Director with effect from December 31, 2023. The Board of Directors ("Board") accepted their resignations and placed on record their sincere appreciation and thanked them for their valuable contribution.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Sebastian Paesens, Director (DIN 09058693), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Sebastian Paesens, aged 50 years, is currently the CFO of DHL eCommerce, a business division of Germany based DHL Group.

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 at Manesar (Haryana), in accordance with the requirements of law. 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 under review, the Board of Directors in their Meeting held on June 08, 2023, appointed Mr. V. N. Iyer, ex-Acting Interim CFO of the Company and as‘GroupChiefFinancial Officer the Company w.e.f.Ms.SudhaPaias‘Chief Financial Officer September 01, 2023.

Mr. Balfour Manuel, Managing Director, Ms. Sudha Pai, Chief Financial Officer and Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary are Key Managerial Personnel ("KMPs") as prescribed under the applicable laws. During the year, Mr. V.N.Iyer resigned as Group CFO of the Company w.e.f. January 31, 2024, The Board of Directors placed on record their sincere appreciation for Mr. V. N. Iyer’s contribution during his association with the Company for over three decades.

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-sourcedauditfirmviz; M/s. PwC. Significant audit observations 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 compliance with applicable laws. The Company introduced an additional IT-enabled tool to monitor compliances and augmented a robust compliance assessment process. ‘Statutory Compliance Certificate’ is provided by the Senior Management to the Board which is a quarterly certification confirming compliance with various applicable laws.

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 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. Sudha Pai, CFO, Mr. Rajendra Ghag, Chief Human Resources Officer (CHRO) and Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary. 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. The Policy provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the whistle blowers were denied access to the Audit Committee of the Board. "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.primeinfobase.in/z_BlueDart/files/BlueDart_Whistle_ Blower_Policy.pdf

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 (ICC) has been set up to redress complaints regarding sexual harassment. All Women Employees (permanent, outsourced, temporary and trainees) are covered under this Policy. 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 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/files/ Bluedart_FamiliarisationProgramme.pdf

NUMBER OF BOARD MEETINGS

The Board met 7 (seven) times during the financial year ended March 31, 2024. The details of the Board Meetings and attendance of Directors are provided in the ‘Corporate Governance Report’ being part of the Annual Report.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee comprises of Mr. Sharad Upasani as Chairman of the Committee and Mr. Prakash Apte, Air Marshal M. McMahon (Retd.) and Mr. R.S. Subramanian as Members of the Committee. Mr. Tushar Gunderia acts as Secretary to the Committee ("Audit Committee").

Mr. V.N.Iyer, erstwhile Group CFO, who was a permanent invitee to the Audit Committee Meetings tendered his resignation as the Group CFO w.e.f. January 31, 2024. In the Board Meeting of the Company held on October 27, 2023, Ms. Sudha Pai, CFO has been made a permanent invitee to the Audit Committee Meetings.

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 part of the Annual Report. All recommendations made by the Audit Committee were accepted by the Board.

CSR COMMITTEE

During the year under review, Air Marshal M. McMahon (Retd.) and Mr. R. S. Subramanian were inducted as Members of the CSR Committee w.e.f. October 27, 2023 and Ms. Tulsi Mirchandaney ceased to be a Member of CSR Committee w.e.f. December 31, 2023 on account of her resignation as Director of the Company. As on March 31, 2024, the CSR Committee comprises of Mr. Sharad Upasani, Chairman of the Committee, Mr. Balfour Manuel, Ms. Kavita Nair, Air Marshal M. McMahon (Retd.) and Mr. R. S. Subramanian as Members of the Committee ("CSR Committee"). The Company has also constituted the CSR Implementation/ Management Committee comprising of Mr. Rajendra Ghag - CHRO, Mr. Tushar Gunderia - Head (Legal & Compliance) & Company Secretary and Ms. Sudha Pai - CFO, for implementation and execution of CSR projects/initiatives adopted by Blue Dart in accordance with provisions of the Act.

Mr. V. N. Iyer, erstwhile Group CFO, who was a permanent invitee to the CSR Committee Meetings tendered his resignation as Group CFO w.e.f. January 31, 2024. In the Board Meeting of the Company held on October 27, 2023, Ms. Sudha Pai, CFO has been made a permanent invitee to the CSR Committee meetings. Mr. Tushar Gunderia acts as Secretary to the Committee.

Further, the Company at its Board Meeting held on October 27, 2023, merged the BRSR Committee and ESG Committee into CSR Committee to align and streamline the processes.

The details of CSR Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report, which forms part of the Annual Report.

CSR Initiatives / CSR Policy

CSR is an integral part of the Companys strategy. Blue Dart is committed to its responsibility towards the society, community and environment and aims to make a positive contribution to the society and the world at large, by using its knowledge and domestic / global presence in a way which benefits the planet and its people. As an Indian company with a global outlook, Blue Dart endeavors to maintain a healthy balance between its economic, environmental and social interests. efficient running Blue Dart along with DHL Group, under the motto of "Connecting People, Improving Lives", focus its corporate responsibility on emissions (GoGreen),

protecting the environment and reducing CO2

disaster management (GoHelp) and championing education (GoTeach). These are supported and complemented by the regional community initiatives which demonstrates 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) Rules, 2014, as amended, the Company has formulated and posted the Policy on CSR and ESG on website of the Company viz. www.bluedart.com. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) 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 file:///C:/Users/prchheda/ Downloads/Blue_Dart_CSR_&_ESG_Policy%20(4).pdf

NOMINATION & REMUNERATION COMMITTEE

As on March 31, 2024, the ‘Nomination & Remuneration Committee’ (NRC) comprises of Mr. Prakash Apte, Chairman of the Committee and Mr. Sharad Upasani and Mr. Florian Ulrich Bumberger as Members of the Committee. Mr. V. N. Iyer, an erstwhile Group CFO, who was a permanent invitee to the NRC Meetings tendered resignation as Group CFO w.e.f. January 31, 2024. In the Board Meeting of the Company held on October 27, 2023, Ms. Sudha Pai, CFO, has been made permanent invitee to the NRC Meetings of the Board. As on March 31, 2024, Mr. Balfour Manuel, Managing Director and Ms. Sudha Pai, CFO are permanent invitees to the Committee. Mr. Tushar Gunderia acts as Secretary to the Committee. The details of NRC Meetings and attendance of Committee Members are provided in Corporate Governance Report, which forms part of the Annual Report.

Pursuant to provisions of Section 178 of the Act, on recommendation of the Nomination & Remuneration Committee, the Board has formulated a Policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Act. The ‘Nomination and Remuneration Policy’ has been incorporated in the Corporate Governance Report, which forms 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 of the business. A risk- mechanismsforasmoothand 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 coordinated 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. During the year under review, Ms. Kavita Nair and Ms. Sudha Pai were inducted as Members of the Committee w.e.f. October 27, 2023. Ms. Padmini Khare Kaicker and Mr. V.N.Iyer ceased to be Members of the Committee w.e.f. September 22, 2023 and January 31, 2024 respectively on account of their resignations from the Company. As on March 31, 2024, the Risk Management Committee of the Company comprises of Mr. Sharad Upasani, Mr. Balfour Manuel, Air Marshal M. McMahon (Retd.), Mr. R.S. Subramanian, Ms. Kavita Nair, Directors, Ms. Sudha Pai, CFO, Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary and Mr. Savio Mendonca, Head- Internal Audit & Risk Management as the Members ("Risk Management Committee"). 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 functions as the Board may deem fit.

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, 2024, the ‘Stakeholders Relationship Committee’ consists of Mr. Sharad Upasani, Chairman of the Committee, Mr. Balfour Manuel and Air Marshal M. McMahon (Retd.) as Members of the Committee. Mr. Tushar Gunderia acts as a Secretary to the Committee. of the Company for the 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 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 (RPTs) entered during the financial year ended March 31, 2024, were on arm’s length basis and in the ‘ordinary course of business’. There were no materially significant Related Party Transactions made by the Company with the persons / related parties 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 were placed before the Audit Committee and Board for approval.

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’ 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/files/Bluedart_RelatedParty Disclosures_final.pdf

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 judgementsor re-enactment thereof, 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, 2024 and financial year ended March oftheprofit 31, 2024; iii. They have taken proper and sufficient care for 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 Board reviews its own performance annually and assessment is built around the functioning of the Board as a whole, its Committees and evaluation of individual Directors. 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 Independent Directors.

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 the time being in force), modification(s)

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"). experience, 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 2023-24 does not contain any qualification, reservation or adverse remarks and forms part of this Annual Report. There is no incident of fraud reporting by Auditors under section 143(12) of the Act except as referred in CARO for which Management has implemented additional controls as a preventive measure. With respect to audit trail not implemented at a database level, the Management is in the process of evaluating various options to implement the same. However, the same does not have any implication on internal controls operating effectiveness.

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, 2024. 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.

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 Records and Audit

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company’s website at https://www.primeinfobase.in/pages_new/Reports. aspx?value=O13MyQclQQPM600MSHCcMw==

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 & Remuneration Committee for determining qualifications, 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 (IEPF) Authority 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) in lieu of Business Responsibility Report and the same is in line with the SEBI requirement based on the nine principles of the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ notified by Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and the amendment to Listing Regulations in May 2021. Your Company reported its performance for financial year 2023-24 as per the BRSR framework, describing initiatives taken from an environmental, social and governance perspective.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 of the Listing Regulations pertaining to Corporate Governance norms, Mr. Balfour Manuel, Managing Director and Ms. Sudha Pai, 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, 2024. 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 report 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 courts or tribunals which impacted the going concern status and Company’s operations in future.

5. As on March 31, 2024, 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 continuous 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,

Sharad Upasani	Balfour Manuel
Chairman	Managing Director
DIN: 01739334	DIN: 08416666

Mumbai

May 02, 2024