blue dart exp Directors report

1 World Economic Outlook Update, January 2023 2 IMFs World Economic Outlook update.

Keeping its, ‘People First philosophy at the core, Blue Dart invests heavily in developing and nurturing Customer Centric Culture (CCC) that is driven by innovation and digitisation. Blue Darts USP is quick delivery and fast turnaround time, all while ensuring that the consignees shipment is in perfect condition. Throughout 2022-23, we focused on enhancing Customer Centric Culture, therefore, innovation was 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. Our key differentiators continue to be late pick-up and early delivery, a secured network, 24x7 visibility allowing for tracking across the complete delivery chain, Application Programming Interfaces ("APIs") integrated with customer requirements and other technology, mobility solutions such as dynamic re-routing, visibility of courier movement 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 Darts ‘Contact Less Delivery Service as well as its ‘My Blue Dart mobile application.

Further, keeping its ‘People First philosophy, Blue Dart ensured its employees health and safety. During the year, Blue Dart focused on Learning and Development ("L&D") initiatives as well as Diversity & Inclusion ("D&I") initiatives.

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. For Blue Dart, Environmental, Social and Governance ("ESG") is an ethically driven business process that is committed to the values, aimed at driving the Deutsche Post DHL Groups credo of Connecting People, Improving Lives. The Companys 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. The Companys governance framework reflects its culture, policies, relationship with its stakeholders and a strong commitment to its values.

The financial year 2022-23, was a year of unprecedented challenges, but the Companys agile business model helped your Company 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, 2023 was 5,17,222 Lakhs as compared to 4,40,902 Lakhs for the year ended March 31, 2022. Blue Dart posted a profit after tax of 36,644 Lakhs for the year ended March 31, 2023, on a standalone basis as compared to a profit after tax of 37,644 Lakhs for the financial year ended March 31, 2022.

3 Timesofindia.indiatimes.com 4 McKinsey & Company

Blue Dart, over the last 39 years, has centred its business around providing individualized 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, Blue Dart continues to be South Asias 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.

The Company invested aggressively in its products and services to continue to support customers logistics needs even during a very challenging period. The Company also invested in its people and its market-leading technology to position itself as a ‘Provider of Choice, an ‘Employer of Choice as well as an ‘Investment of Choice for all its stakeholders.

The rapid rise in internet users and smartphone penetration coupled with rising incomes has assisted the growth of Indias e-commerce sector. Indias e-commerce sector has transformed the way business is done in India and has opened various segments of commerce ranging from business-to-business (B2B), direct-to-consumer (D2C), consumer-to-consumer (C2C) and consumer-to-business (C2B). Major segments such as D2C and B2B have experienced immense growth in recent years. In the just-ended fiscal (FY23), India shipped over 4 billion e-commerce parcels. This is projected to surpass 10 billion in the next five years (by FY28) 3, riding on growing e-commerce penetration in Tier 2+ towns, and the surge of D2C brands across sectors. Forecast shows the logistics sector alone expanding at an annual compounded growth rate of 8% by 2025, reaching an estimated $330 billion. Ecommerce logistics in India is now one of the worlds fastest-growing markets, expected to reach $9 billion ( 8.2 billion) by 2026⁴. During the first wave of COVID-19, many retailers were shutting down their stores as their revenues got hit instantly. However, it started to adapt gradually. As per the India Brand Equity Foundation, an Indian Government export promotion agency, online penetration of retail is expected to reach 10.7% by 2024 compared with 4.7% in 2019 due to which many retailers started working on click-and-collect services and started partnering with logistics companies to keep their business moving forward. As the demand for door deliveries has gone up, retailers are facilitating the order deliveries with logistics companies to comfort companies and retailers.

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 Darts online presence on the ‘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 standards since 1996 and has successfully re-certified itself in August 2020 for 3 (three) years to a new 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 certification (for office-based activities related management and operations of countrywide express transportation and distribution service of goods at Head office and Regional Offices) and implemented a robust environment policy.

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 Companys financial position and keeping in mind the future growth and expansion and adequate investment made in the infrastructure and facilities over a period of time, the Board of Directors

("Directors") are pleased to recommend a dividend of 30/- (Rupees Thirty only) per equity share of 10/- each for the financial year ended March 31, 2023, subject to necessary approval by the shareholders of the Company at the ensuing annual general meeting and 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 Companys 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 55,000+ locations in India. As a part of the DPDHL 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 6 Boeing 757-200 freighter aircraft, two Boeing 737 aircraft (to be inducted soon), offering a payload of 500+ tonnes per night, a flotilla of 12,000+ vehicles, 2,347 facilities and 286 e-vehicles across 55,000+ locations in India. Over 12,500 passionate and trained ‘Blue Darters work in perfect harmony to deliver over 35+ 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 3,273.71 Lakhs domestic shipments and over 8.23 Lakhs international shipments weighing more than 11,54,000 tonnes during the financial year ended March 31, 2023.

FACILITIES / INFRASTRUCTURE

Blue Dart has 2,347 facilities / hubs / offices across India. Blue Dart also increased the pin-code services to cater to 98% of the Indias business needs. 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"), Indias first domestic scheduled cargo airline in the country. BDAL is a wholly-owned subsidiary of Blue Dart for dedicated air carriage capacity which has been a key differentiator in sustaining Blue Darts leadership position through its unique aviation network.

During the year, BDAL posted an excellent ‘On Time Performance of 93.01% and ‘Technical Dispatch Reliability of 99.59%, especially considering its average fleet life of 27 years. BDAL uplifted 111,166 tonnes including charter loads on its network for the year ended March 31, 2023. BDAL operated 343 additional flights including domestic and 74 international charters in addition to its scheduled night flights by optimising its existing resources.

During the year, BDAL has taken delivery of two B737-800 freighters and is in the process of expanding its reach to the North-East region, in keeping with the Prime Ministers vision of development for the region. BDAL published its 25-year commemorative souvenir which details its contribution to Indias unique civil aviation history. The book attempts to give voice to all those who participated in building the organisation by recording their experience. A structured induction programme for new recruits has been introduced, with a twin objective to familiarise new recruits with all functions of the Company, and to help them to imbibe Blue Darts culture, ethics and values.

Compliance with new accounting standards and other regulatory changes

The Companys 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 was a 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 efficiency, besides making the process environment friendly.

Cost Efficiency

Blue Dart continued the drive towards cost efficiency through various initiatives being undertaken including process improvement, automation and initiatives geared towards improved capacity utilization.

Treasury Operations

Your Company continues to carry out treasury process review for efficiency improvement of the Blue Dart Group. Your Company has invested its surplus funds, efficiently managed liquidity and used its surplus for capital expenditure. Your Company has paid all its bank borrowings and has no outstanding external borrowing.

As on March 31, 2023, Blue Dart had liquid assets (cash and cash equivalent) of 3,931 Lakhs as against 14,749 Lakhs, as on March 31, 2022. The Company has utilized part of its surplus funds for purchase of two aircrafts during financial year 2022-23. Blue Darts earnings per share (basic & diluted) for the year ended March 31, 2023, stood at 154.43 as compared to 158.65 for the previous year ended March 31, 2022.

Cash Flows and Working Capital Management

During the year ended March 31, 2023, Blue Dart generated net cash of 31,926 Lakhs from its operations as against 58,266 Lakhs in the preceding financial year on a standalone basis. Your Company continued to manage its working capital efficiently without affecting the Companys 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 Darts growth can be largely attributed to cash generation from the operations which is adequate to support its working capital and debt servicing.

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 Moodys Investors Service) has assigned "ICRA AA" (stable) (ICRA double A) (long term rating) to the Companys bank limits (working capital) of Rs. 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. The rating is considered to have a high degree of safety regarding timely servicing of financial obligations carrying very low credit risk.

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 BDAL and Concorde Air Logistics Ltd. ("CALL"), the wholly owned subsidiary companies for the financial year ended March 31, 2023, 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_Policy_for_determining_Materiality.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 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 the 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

The logistics sector is the backbone of a strong economy, as many industries rely on it. As a sector, Logistics deals with the general process about how the resources are developed, stowed, and transported to the required destination. The management in logistics involves various aspects such as recognising and knowing prospective suppliers and dealers to determine their effectiveness and accessibility since the majority of the industry falls under unorganised bracket.

In todays economy, the logistics industry is developing swiftly. It includes the trade of infrastructure, technology and varied specifications of service providers. These factors decide whether the logistics industry can help customers reduce their logistics costs and deliver effective services. The logistics industry in India is undergoing a transformative phase, with several key trends driving its growth and development. From advancements in technology to shifting consumer behavior to significant improvements in infrastructure, some key factors are set to shape the future of logistics in India for years to come. Implementation of Government policies including the National Logistics Policy will help in organising the logistics industry and will also help in generating employment and better skills, along with making medium and small enterprises more competitive. The policy aims to promote the seamless movement of goods, overcome transport-related challenges, encourage digitisation and significantly reduce logistics time and cost. Reduced logistics costs shall help improve Indias competitiveness, both in the domestic and export markets, by improving efficiency across all sectors. These changes in the logistics industry will help to lower the cost of logistics by reducing the over-dependence on the road sector, thereby reducing congestion and ensuring better asset utilisation. Once all these factors are implemented in the Indian logistics industry, they will benefit the country by ranking amongst the top 25 countries by 2030 (currently ranked at 44) in the logistics performance index rankings as also creating a data-driven decision support mechanism for an efficient logistics ecosystem. In other words, making the first mile to last mile journey seamless. The rapid growth of e-commerce also had a significant impact on the logistics industry. Consumers increasing demand for international products, as well as an increase in MSMEs (Micro, Small, and Medium Enterprises) selling overseas, will drive the next wave of e-commerce growth. This trend is also impacting the B2B market. Today, millennials are responsible for maximum professional B2B purchasing decisions and they want an online interface. As a result, as more consumers turn to online shopping, the demand for efficient and dependable delivery services has skyrocketed. The D2C customer segment is also rapidly expanding, particularly in tier II, III, IV, and rural markets. This advancement is the result of improved internet connectivity, digital payments, and banking channels.

Indias retail market is expected to grow at a CAGR of 10% with US 1.6 trillion by 2026 as per the Federation of Indian Chambers of Commerce & Industry (FICCI), a non-governmental trade association and advocacy group based in India. Indian retail market occupies 10% of the countrys Gross Domestic Product (GDP) and around 8% of the employment. India is the worlds fifth-largest global destination in the retail space, leading to entry of several new players. In the next five years, online stores expected to grow drastically as equal to physical stores. Since the online retailers are more dependent on 3pl service providers, it is expected to positively influence the Indian e-commerce logistics sector. Keeping the future outlook in mind, there is a growing sense of commitment among businesses and governments to reduce their carbon footprint and become more sustainable. This includes using alternative energy and electric vehicles to implement low-carbon solutions. Customers are also becoming more conscious of the environmental impact of their purchases and are seeking better alternatives, such as shopping with green brands and choosing sustainable delivery options. Technology has become the backbone of not just the logistics industry, but of almost every industry across the world. The ability to work from home was simply the start of what is now a technological revolution. The COVID-19 pandemic turned all of us into humans obsessed with technology. While consumers started practicing online shopping increasingly to mitigate the fear of the virus, merchants began to analyse evolving consumer behavior, and hence, took their off-line business operations to an online platform. Today, by partnering with the third-party logistics providers who offer ‘end-to-end services viz; automated warehousing, inventory management, same day/next day deliveries etc., the small and medium scale companies are establishing a fortified online presence for themselves. Sellers are now digitizing their businesses to accelerate the revival process and ensure their business does not become redundant.

The pandemic highlighted the importance of technology and digitization. Organizations that were not able to adapt to this change could not sustain. Resilience and agility became traits that were valued and trusted, more than ever before. Logistics players have increasingly begun to adopt new technologies such as data analytics, artificial intelligence and machine learning to enhance the operational efficiency and optimize cost and time. These technologies have played an instrumental role in reviving the logistics sector post lockdown(s) and it is expected that embracing digitization will be more than just a passing trend. This one is likely to be long-lasting and something that will shape the industrys future course. Robotics and technology such as drones are set to occupy the space in the future of the logistics arena in offering new-age solutions driving cost reduction, convenience and delivery cycles. As Blue Dart is an essential service provider, the focus was on digitization and prioritizing processes to drive productivity and efficiencies across various functions in the organization. Being the pioneer in the industry, Blue Dart has already started prepping for the future. The Company has refocused its efforts on cutting-edge technologies for efficient last-mile delivery, introducing solutions such as Digital Prepaid Cards in the hope of saving paper through digital billing and reducing sales administration. The digital prepaid card technology is smart, secure, simple, and fast; this advancement will greatly accelerate the logistics industry. To better serve the growing demands of Bharat, the company has also acquired two Boeing 737-800 aircraft to increase its network penetration specially in tier II, III & IV markets. 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. The Company will continue its focus on product innovations and service enhancement. 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 Darts innumerable efforts in the pursuit of endless excellence was recognized throughout the financial year ended March 31, 2023. Blue Darts 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 voted as Business Superbrand for the 14th consecutive year by Superbrands 2022, was recognized with the title of ‘Brand of the Year by Readers Digest India for the 16th successive year and also won the award for ‘Brand Excellence in Supply Chain & Logistics by CMO Asia. The brand has been certified as one of the ‘Indias Best Companies to Work for 2022 by the Great Place to WorkR Institute India with a noteworthy mention for its commitment to being a ‘Great Place to Work for 12 consecutive years; the brand has also been recognized as a ‘Top Employer 2023 in India. Blue Dart has consistently invested in its workforce and introduced numerous initiatives that further diversity and inclusion owing to which, it has been recognised as one of Indias Best Workplaces for Women and as one of Indias ‘Best Organisations for Women twice in a row by the Economic Times in 2021 and 2022. In the financial year being discussed, Blue Dart won the ‘CSR Campaign of the Year award at the Global Brand Excellence Award and also won bronze for its CSR initiative ‘Go Help Best Public Health / Safety Initiative at ACEF Asian Leaders Forum & Awards 2022. Blue Dart was recognized for ‘Best Compliance Program 2022 at the Compliance 10/10 Symposium organised by the Legasis Group in association with the Bombay Stock Exchange and was awarded the Asian Legal Business (ALB) Awards 2023 for ‘Best Compliance & Risk Management Team. Blue Dart also won the CFBP Award "Council for Fair Business Practices" 2022-23 organized by Jamnalal Bajaj Uchit Vyavahar Puraskar in the category of Service Enterprises Large. In addition to the above, the brand has also been recognised as the Best Customer Experience in Logistics Award for Contactless Delivery initiative at CX Excellence Awards 2022 and the Best Innovation in Emerging Technologies award at World Innovation Congress & Award. Blue Darts ‘IF ITS IMPORTANT, BLUE DART IT campaign was recognized as the Marketing Campaign of the Year at CMO Asia and was also recognized for Effective Use of Marketing Communication at Global Marketing Excellence Awards 2022.

Mr. Balfour Manuel, Managing Director, was recognized as one of the most influential Leaders of India 2022 by Marksmen Daily and also presented with the Business Super Achiever Awards by ET ascent. Mr. Ketan Kulkarni, Chief Commercial Officer, was recognised as one of the most influential Marketing Leaders 2022 at Global Marketing Excellence Awards. Apart from this, Mr. Kulkarni has participated in several panel discussions and chaired the jury at various forums. Blue Dart was also the official logistics partner of the ‘Jio Mumbai Cyclothon 2022.

Directors

During the year, Mr. Prakash Apte and Ms. Padmini Khare Kaicker were appointed as Independent Directors at the 31st Annual General Meeting of the Company held on July 27, 2022, for a period of 5 years with effect from July 28, 2022.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Florian Bumberger, Director (DIN 09045904), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Florian Bumberger, aged 44 years, is currently the divisional Chief Human Resource Officer (CHRO), DHL eCommerce Solutions and Member of the DPDHL Group HR Board.

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 ‘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, Mr. Aneel Gambhir resigned as Chief Financial Officer of the Company w.e.f. January 20, 2023, and Mr. Vaidhyanathan Iyer has been appointed as the Acting Interim

Chief Financial Officer of the Company w.e.f. January 20, 2023. The Board of Directors placed on record their sincere appreciation for Mr. Gambhirs contribution during his association with the Company for over two decades.

Mr. Balfour Manuel, Managing Director, Mr. Vaidhyanathan Iyer, Acting Interim Chief Financial Officer and Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary are Key Managerial Personnel ("KMPs") as prescribed under the applicable laws.

INTERNAL FINANCIAL CONTROL SYSTEMS

Blue Dart has in place a sound internal control system to ensure that all assets are protected against loss from any unauthorized use and all transactions are recorded and reported correctly. The Companys internal control system has been further supplemented by the internal audits carried out by an in-house internal audit team and supported by a co-sourced audit firm. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The term of M/s. Grant Thornton Bharat LLP as Companys co-sourced internal audit firm was upto May 05, 2023, and Company has recently appointed M/s. PricewaterhouseCoopers Services LLP as its co-sourced internal auditors with effect from May 10, 2023 at its Board Meeting held on March 15, 2023. Well-established and robust internal audit processes, both at the business and corporate level, continuously monitor adequacy and effectiveness of the internal control environment across the company and status of compliances with the operating systems, internal policies and regulatory requirements. The internal financial controls within the Company are commensurate with the size, scale and complexity of its operations. Blue Dart has put in place robust policies and procedures, which inter-alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Blue Dart has a comprehensive framework for monitoring compliances with applicable laws. The Company introduced an additional IT-enabled tool to monitor compliances and augmented a robust compliance assessment process. A quarterly certification on compliance with laws is provided by Senior Management to the Board.

DOWNSTREAM INVESTMENT

As per the Auditors Certificate on Downstream Investment in the Indian subsidiary, Blue Dart is in compliance with applicable laws in relation to the foreign direct investment and has obtained the requisite certificate from the Statutory Auditors in this regard.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, Blue Dart has adopted ‘Whistle Blower Policy which encourages its employees and various stakeholders to bring to the notice of the Company any issue involving compromise/violation of an ethical norm, legal or regulatory provision, actual or suspected fraud etc., without any fear of reprisal, discrimination, harassment or victimization of any kind. Effective January 1, 2023, the Company has implemented DP-DHL Platform with their new hotlines, both telephonic and web-link.

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 Mr.Vaidhyanathan Iyer, Acting Interim CFO, Mr. Rajendra Ghag, 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. Blue Dart has posted the "Whistle Blower Policy" on its 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.

Blue Dart has zero tolerance for sexual harassment at the workplace and has in place a policy on ‘Prevention of Sexual Harassment for Women employees, in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment. All women employees (permanent, outsourced, temporary, trainees) are covered under this policy. Awareness and sensitization programs were conducted across the Company. Blue Dart conducted training in relation to the Prevention of Sexual Harassment (POSH) across all the functions to apprise all employees on a safe work environment. During the year under review, 2 complaints were 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 with regard to 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 Companys procedures and practices. Periodic presentations are made at the Board and Board constituted statutory committee meetings in respect of business and performance updates of the Company, global business environment, business strategies and risks involved. Blue Dart has been periodically familiarizing Independent Directors on its Board with detailed presentations by its business functional heads on the Companys 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 website of Blue Dart viz. www.bluedart.com. The weblink of the familiarization programme is https://www.primeinfobase.in/z_BlueDart/files/ FamiliarisationProgramme.pdf

NUMBER OF BOARD MEETINGS

The Board met 10 (ten) times during the financial year ended March 31, 2023. 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

During the year under review, Mr. Prakash Apte was inducted as a member of the Audit Committee w.e.f. October 29, 2022. and Ms. Kavita Nair ceased to be a Member of the Audit Committee w.e.f. October 28, 2022. As on March 31, 2023, the Audit Committee comprises of Mr. Sharad Upasani, 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. Aneel Gambhir, erstwhile CFO, who was a permanent invitee to the Audit Committee Meetings tendered his resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting of the Company held on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim 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 a part of the Annual Report. All recommendations made by the Audit Committee were accepted by the Board.

CSR COMMITTEE

During the year under review, Ms. Kavita Nair was inducted as a member of the CSR Committee w.e.f. October 29, 2022. As on March 31, 2023, the CSR Committee comprises of Mr. Sharad Upasani, Chairman of the Committee, Mr. Balfour Manuel, Ms. Tulsi N. Mirchandaney and Ms.Kavita Nair as members of the Committee ("CSR Committee"). The Company has also constituted the CSR Implementation/

Management Committee comprising of Mr. Ketan Kulkarni - Chief Commercial Officer, Mr. Rajendra Ghag - CHRO, Mr. Tushar Gunderia Head (Legal & Compliance) & Company Secretary and Mr. Vaidhyanathan Iyer, Acting Interim CFO for implementation and execution of CSR projects/initiatives being implemented by Blue Dart in accordance with the provisions of the Act.

Mr. Aneel Gambhir, erstwhile CFO, who was a permanent invitee to the CSR Committee Meetings tendered his resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting of the Company held on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim CFO has been made a permanent invitee to the CSR Committee meetings. Mr. Tushar Gunderia acts as Secretary to the Committee. The details of CSR Committee meetings and attendance of Committee Members are provided in the Corporate Governance Report, which forms a part of the Annual Report.

CSR Initiatives / CSR Policy

CSR is an integral part of Blue Darts strategy. Blue Dart is committed to its responsibility towards the society, community and environment and wants to make a positive contribution to the society and the world at large, by using its knowledge and domestic / global presence in a 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.

Blue Dart along with DPDHL Group, under the motto of "Connecting People, Improving Lives", focus its corporate responsibility on protecting the environment and reducing CO2 emissions (GoGreen), disaster management (GoHelp) and championing education (GoTeach). These are supported and complemented by the regional community initiatives which demonstrate voluntary commitment, special abilities and enthusiasm of Blue Dart across the country.

In accordance with the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has formulated and posted the CSR Policy on the website of the Company viz. www.bluedart.com . The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, undertaken by the Company during the year is annexed as ‘Annexure B to the Boards Report. The weblink of CSR Policy is https://www. primeinfobase.in/z_BlueDart/files/Bluedart_CSR_Policy.pdf

BUSINESS RESPONSIBILITY REPORTING (BRR) COMMITTEE

As on March 31, 2023, the ‘BRR Committee comprises of Mr. Sharad Upasani, Chairman of the committee and Ms. Tulsi N. Mirchandaney and Ms. Kavita Nair as members of the committee. Mr. Aneel Gambhir, erstwhile CFO, who was appointed as ‘Business Responsibility Head of the Committee tendered his resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting of the Company held on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim CFO has been appointed as ‘Business Responsibility Head of the Committee. Mr. Tushar Gunderia acts as Secretary to the committee. The details of BRR Committee meetings and attendance of committee members are provided in the Corporate Governance Report, which forms a part of the Annual Report.

ENVIRONMENT, SOCIAL & GOVERNANCE (ESG) COMMITTEE

As on March 31, 2023, the ‘ESG Committee comprises of Air Marshal M. McMahon (Retd.) as Chairman and Mr. Balfour Manuel and Mr. R.S. Subramanian as Members of the ESG Committee.

Your Company has also constituted an ESG Management Committee comprising of Mr. Vaidhyanathan Iyer Acting Interim CFO, Mr. Ketan Kulkarni - Chief Commercial Officer, Mr. Tushar Gunderia - Head (Legal & Compliance) & Company Secretary and Mr. Rajendra Ghag CHRO as Committee Members.

NOMINATION & REMUNERATION COMMITTEE

During the year under review, Mr. Prakash Apte was inducted as a Member and designated as Chairman of the Committee w.e.f. October 29, 2022 and Ms. Kavita Nair, erstwhile Chairperson of NRC, ceased to be a Member of the Committee w.e.f. October 28, 2022. As on March 31, 2023, the ‘Nomination & Remuneration Committee comprises of Mr. Prakash Apte, Chairman of the Committee and Mr. Sharad Upasani and Mr. Florian Bumberger as Members of the NRC Committee ("NRC Committee").

Mr. Aneel Gambhir, erstwhile CFO, who was a permanent invitee to the NRC Committee Meetings tendered his resignation as the CFO w.e.f. January 20, 2023. In the Board Meeting of the Company held on January 25, 2023, Mr. Vaidhyanathan Iyer, Acting Interim CFO has been made a permanent invitee to the NRC Committee meetings of the Board. As on March 31, 2023, Mr. Balfour Manuel, Managing Director and Mr. Vaidhyanathan Iyer, Acting Interim CFO are permanent invitees to the Committee. Mr. Tushar Gunderia acts as Secretary to the committee.

The details of Nomination & Remuneration Committee meetings and attendance of committee members are provided in the Corporate Governance Report, which forms a part of the Annual Report. Pursuant to provisions of Section 178 of the Act, the Board has on recommendation of the Nomination & Remuneration Committee, formulated the "Nomination & Remuneration Policy" which includes the criteria for determining qualification, positive attributes and independence for the appointment of a Director and also the criteria for determining the remuneration of the Directors, KMP, Senior Management and other employees. The Nomination and Remuneration Policy has been incorporated in the Corporate Governance Report, which forms a part of the Annual Report.

RISK MANAGEMENT

Blue Dart has a well-defined risk management framework and policy in place. The risk management framework works at various levels across the enterprise. Risk Management is an integral and important component of Corporate Governance and Blue Dart believes that robust risk management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk aware organization is better equipped to maximize the shareholders value.

Blue Dart has formulated a Risk Management Policy which provides an overview of the principles of risk management, explains the approach adopted by the Company towards risk management and mitigation, defines the organizational structure for effective risk management, develops a "risk" culture which encourages employees to identify risks and associated opportunities and respond to them with an effective action, identify, assess, manage and mitigate existing and new risks in a planned and co-ordinated manner with minimum disruption and cost, and to protect and preserve the Companys 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 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 minimisation procedures and periodic review is conducted in order to ensure that the management controls risk through defined framework During the year under review, Ms. Padmini Khare Kaicker was inducted as a Member of the Committee w.e.f. October 29, 2022 and Mr. Aneel Gambhir, CFO ceased to be a Member of the Committee on account of his resignation as CFO of the Company and Mr. Vaidhyanathan Iyer was inducted as a Member of the Committee w.e.f. January 25, 2023. As on March 31, 2023, 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. Padmini Khare Kaicker, Directors, Mr.Vaidhyanathan Iyer, Acting Interim 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, 2023, 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. The details of Stakeholders Relationship Committee meetings and attendance of committee members are provided in the Corporate Governance Report, which forms a part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Loans, guarantees or investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Report.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

Related Party Transactions entered into during the financial year ended March 31, 2023, were on arms length and in the ‘ordinary course of business. There were no materially significant Related Party Transactions made by the Company with the persons / related party(s) as defined under Section 2(76) of the Act which may have a potential conflict with the interest of the Company at large.

During the year, an ordinary resolution was passed through postal ballot for approval of Material Related Party Transaction(s) between BDAL and DHL Aviation (Netherlands) B.V. and the same was approved with requisite majority.

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 Boards Report. The ‘Policy on Related Party Transactions/Disclosures as approved by the Board is posted on the Companys website viz. www. bluedart.com. The web link of ‘Policy on Related Party Transactions/ Disclosures is https://www.primeinfobase.in/z_BlueDart/files/ Bluedart_RelatedPartyDisclosures_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 judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the financial year ended 31, 2023; iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the annual accounts on a going concern basis; v. They have laid down proper internal financial controls to be followed by the Company and that the financial controls were adequate and were operating effectively; and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

Pursuant to provisions of the Act, Schedule IV and Regulation 17 of Listing Regulations, the Board is required to carry out an annual evaluation of its own performance, the Chairperson, individual Directors as well as the evaluation of the working of its committees. In line with effective governance requirements, the 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 with regard to 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 Chairpersons 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 modification(s) or re-enactment thereof, for the time being in force),

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration Number: 117366W/ W-100018), were appointed as Statutory Auditors of the Company for a term of 5 (five) years to hold office from conclusion of the 31st Annual General Meeting of the Company held on July 27, 2022 upto the conclusion of the 36th Annual General Meeting ("Statutory Auditors").

Your Company has received requisite certificate from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, confirming that they satisfy the criteria provided under section 141 of the Act and are not disqualified from continuing as Statutory Auditors of the Company. The Auditors Report for the financial year 2022-23 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.

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, 2023. 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 Boards Report.

Disclosure on confirmation with the Secretarial Standards

Blue Dart is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (ICSI).

Cost Auditor

During the year under review, the provisions of 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, 2023, is available on the Companys website at https://www.primeinfobase.in/z_BlueDart/MGT_7. 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, terms of reference, functions and scope of the Nomination and Remuneration Committee for determining qualifications, experience, independence etc. relating to the appointment and remuneration of the Directors, Key Managerial Personnel and senior management employees of the Company.

2. CSR 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.

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 Companys 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 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 a reflection of 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 2022-23 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 Mr. Vaidhyanathan Iyer, Acting Interim CFO, certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the financial year ended March 31, 2023. 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 ratio of the remuneration of each director to the median employees 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 Boards 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 DHL (DPDHL).

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 Boards 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 Companys operations in future.

5. As on March 31, 2023, there is no associate company or joint venture company within the meaning of Section 2(6) of the Act.

6. No material fraud has been reported by the Auditors to the Audit

Committee or the Board.

7. There was no change in the nature of business.

8. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

9. There was no instance of a one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. The success of Blue Dart is directly linked to hard work and commitment of its employees to ensure ‘business continuity and qualitative service offerings for its customers. Their commitment and contribution are deeply acknowledged. We look forward to their continuing support and involvement. The Board wish to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, advisors, Government of India, concerned State Governments and other authorities for their consistent support and co-operation extended during the year.

We are also deeply grateful to our Shareholders for the confidence and faith that they have always placed on us.

For and on behalf of the Board of Directors,

Mumbai

May 05, 2023

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiary Companies

In Lakhs

* Excluding Share Capital & Reserves & Surplus

1. Names of subsidiaries which are yet to commence operation : None

2. Names of subsidiaries which have been liquidated or sold during the year : None Part B : Associates and Joint Venture None

For and on behalf of the Board of Directors,

‘ANNEXURE C FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts / arrangements entered into by the Company with the related parties referred to in sub-section (1) of section 188 of the Act including certain arms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2023, which were not at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis:

Details of material contracts or arrangement or transaction at arms length basis for the year ended March 31, 2023 are as follows:

a. Name(s) of the related Party and nature of relationship Blue Dart Aviation Ltd., Wholly Owned subsidiary of the Company

b. Nature of Contract/ arrangements / transactions :

- Aircraft, Crew, Maintenance and Insurance (ACMI) Agreement - 117,783 Lakhs

- Investment 14,260 Lakhs

- Loans (existing) - 45,000 Lakhs

- Aircraft Payload deposit - 9,650 Lakhs

c. Duration of the contracts/ arrangements/ transactions ACMI Agreement Renewed/ extended on April 1, 2020 till March 31, 2025.

d. Salient terms of contracts: The Company has ACMI Contract with BDAL for dedicated air carriage capacity which ensured strong support in sustaining the Companys leadership position. The Company is only customer of BDAL and BDAL provides services as per network requirements of the Company.

e. Date(s) of approval by the Board, if any January 17, 2020

f. Amount paid as advances, if any : Aircraft Payload deposit of 9,650 Lakhs

For and on behalf of the Board of Directors,

The ratio of remuneration of each director to the median employees 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:

Information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

* Includes Performance Linked Incentive of prior period

- During the year, Mr. Aneel Gambhir resigned as Chief Financial Officer of the Company w.e.f. January 20, 2023

- During the year, Mr. Vaidhyanathan Iyer has been appointed as Acting Interim CFO of the Company w.e.f. January 20, 2023

Notes:

1. The number of permanent employees as on March 31, 2023 was 12,594.

2. Compared to the previous financial year 2021-22, the figures for the current financial year 2022-23 reflects that:

i) Income from Operation has grown by 17% and PBT is at 499 Crore

ii) Median remuneration of all employees have increased by 3.63% and average remuneration of all employees have increased by 8.19% respectively

iii) Average remuneration of employees excluding Key Managerial Personnel has increased by 8.41%

iv) Remuneration of Key Managerial Personnel has decreased by 7.85%

3. No employees remuneration for the year 2022-23 exceeded the remuneration of any of whole time Directors.

4. The remuneration of the Directors, Key Managerial Personnel and other employees is in accordance with the Remuneration policy of the Company provided under the section Report on Corporate Governance which forms part of the Report and Accounts.

5. The Market capitalization of the Company was 16,237 crores as on March 31, 2022 and 14,720 crores as on March 31, 2023. The Companys stock price as on March 31, 2023 has increased by 8,271% to 6,203.95 over the last public offering i.e. initial public offer in September 1994 at the price of 150 per share after adjusting the bonus share issued in the ratio of 1:1 in the year 2002.

Conservation of Energy

As South Asias premier express air, integrated transportation & distribution company, Blue Dart acknowledges energy efficiency & environmental protection as a key component of our business strategy. Our commitment is to operate an efficient and sustainable logistics network that is fully aligned with the DPDHL Group Environmental and Energy Policy and our GOGREEN Strategy of improving carbon efficiency.

Blue Dart is aligned to Net Zero Emissions by 2050, the climate protection goal, which includes four interim goals that we want to achieve by 2030 as per the DPDHL Sustainable Strategy:

• Green First and Last-mile: Electrify 60% of first and last-mile delivery vehicles

• Sustainable Fuels: Increase the use of sustainable fuels in air, ocean and road transportation to >30% by 2030

• Carbon Neutral Buildings: Design 100% of all new owned buildings to be carbon neutral

• Sustainable Product Portfolio: Offer sustainable alternatives for 100% of all core products & solutions

Additionally, as a responsible corporate, Blue Dart since 2017, has been planting 111,000 trees every year. Till date, your company has planted 666,000 trees in various geographies of the country which will offset 1,32,20,000 Kg of CO2 per year, on maturity. This contributes to over 10% of the DPDHL Groups global target of planting 1 million trees a year.

Against the 35% target, your Company has achieved 42% CO2 efficiency in 2022-23.

The main focus of GoGreen is to avoid, reduce and when necessary, give our customers the chance to offset greenhouse gas emissions primarily CO2. These emissions account for the logistics industrys largest negative impact on climate. Some of the measures taken by the company are as below:

All the vehicles operating for the Company are compliant with all pollution control regulations. Your Company ensures that all its vehicles go through periodic PUC and maintenance checks to maintain minimum pollution levels and that all vehicles are in order of the prescribed norms for optimal operations by the manufacturer in terms of fuel consumption and better vehicle throughput and better vehicle efficiency are maintained.

The Companys 24x7 network control centre operating at the headquarters in Mumbai is a centralised command system to provide support to drivers when they are on the road.

Following the credo of Connecting People, Improving Lives; under the GoGreen pillar, your Company conducted various activities to encourage its employees to contribute towards the noble cause of contributing towards addressing climate change issues:

Power Saver Lights Off: Your Company practices lights off for an hour between 01:00 pm to 02:00 pm on the last Saturday of every month across all its offices in India. Employees too are encouraged to switch off the lights at their residence between 8:00 pm to 9:30 pm on the same day.

Your Company actively participates in all global initiatives such as Earth Hour, Earth Day, World Environment Day, World Elephant Day, World Tiger Day etc.

Technology Absorption

Blue Dart, as a pioneer in the industry, has invested extensively in technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for the customer.

The Companys adoption of digitization and technology architecture has enabled it to achieve service quality and operation delivery par excellence. Some examples of these are:

A responsive and contemporary website with state-of-the-art features, functionalities, and a robust hardware platform.

Blue Dart has made substantial investments in information technology and automation like hand-held scanners (On the Move OTM) for pickup & deliveries, technology deployment for cash management, more customers integrated into website & APIs, smart truck, parcel lockers, mobile service centres, electric vehicles, mobile wallets, roll-out of Weight Dimension Levelling (WDLs), centralised and improved ERP system C2PC, Blue Line technology for courier visibility, new billing and receivable management system, control tower and network control module etc.

Blue Dart has invested in Interactive Voice Response (IVR) and has an official Blue Dart Facebook page, Twitter handle, Google+ page, YouTube channel, LinkedIn page and Instagram handle for customers to interact with the Company.

Blue Dart has invested in a new retail customer-centric management system Point of Sale (POS) besides Multiple Payment Option System (MPOS) is another initiative to make the lives of customers easy and accessible.

Blue Dart has invested heavily in technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for clients. This has enabled us to offer web-based solutions mentioned above to customers that can be integrated with their core products.

Foreign Exchange Earnings & Outgo Earnings in Foreign Currency

Earnings in foreign currency during year ended March 31, 2023 was 7,414 (Lakhs) [March 31, 2022: 3,444 (Lakhs)]

Expenditure in Foreign Currency

Expenditure in foreign currency during year ended March 31, 2023 was 5,581 (Lakhs) [March 31, 2022: 1,812 (Lakhs)]