Blue Dart Express Ltd Directors Report.

To the Members,

Your Directors take great pleasure in presenting the Thirtieth Annual Report of Blue Dart Express Limited ("Company" / "Blue Dart") for the financial year ended March 31, 2021.

Please find below snapshot of the performance:

FINANCIAL RESULTS ( in Lakhs)

Particulars

Standalone

Consolidated

Revenues For the year ended March 31, 2021 For the year ended March 31, 2020 For the year ended March 31, 2021 For the year ended March 31, 2020
Service Charges 3,27,970 3,16,639 3,28,813 3,17,513
Other Income 1,266 1,401 2,030 1,552
Less : Operating Expenses 2,90,307 2,97,855 2,60,184 2,70,095
Gross Profit (EBIDTA) 38,929 20,185 70,659 48,970
Less : Finance Cost 3,172 3,214 11,095 11,738
Depreciation & Amortisation 20,067 15,280 43,000 34,733
Earnings before exceptional items and tax 15,690 1,691 16,564 2,499
Less : Exceptional items 2,585 6,411 2,585 6,411
Earnings / (Loss) before Tax 13,105 (4,720) 13,979 (3,912)
Less : Income Tax Expenses 3,474 (891) 3,798 274
Earnings / (Loss) after tax 9,631 (3,829) 10,181 (4,186)
Other Comprehensive Income (post Tax) (63) (722) (68) (927)
Total Comprehensive income / (Loss) for the year Retained Earnings 9,568 (4,551) 10,113 (5,113)
Balance as at the beginning of the year 46,306 52,861 36,959 44,076
Add : Profit / (Loss) for the year 9,631 (3,829) 10,181 (4,186)
Profit available for appropriation 55,937 49,032 47,140 39,890
Less : Appropriations/Adjustments
Transitional adjustments (Ind AS 115) (Net of tax) - - - -
Dividend (including dividend distribution tax) - 3,576 - 3,576
Transfer from Debenture Redemption Reserve - (1,572) - (1,572)
Acturial loss / (gain) on remeasurement of post employment benefit obligation, net of tax 63 722 68 927
Balance as at the end of the year 55,874 46,306 47,072 36,959

Notes :

1. The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the "Act), Companies (Indian Accounting Standards) Rules, 2015 (amended) and other relevant provisions of the Act.

2. During the year ended March 31,2021, the Company rewarded its employees for the outstanding efforts during the COVID-19 crisis with onetime ex-gratia as a token of appreciation. Accordingly, Rs 3,417 Lakhs was paid and reported as an exceptional item. Further, post completion of Organisation Right Sizing exercise and settlement of compensation to identified employees, an amount of Rs 832 Lakhs was reversed, as a result of which the net impact was Rs 2,585 Lakhs.

3. During the year ended March 31, 2020, with an objective of creating a long-term value for its stakeholders, Management conducted Organisation Right Sizing exercise and recognized provision of Rs 4,609 Lakhs. The Management further decided to discontinue certain business activities and change the operating software for certain business function and accordingly, the net book value of related assets aggregating to Rs 1,802 Lakhs was written down. Together, this had an impact of Rs 6,411 Lakhs.

4. Effective April 01, 2019, the Company adopted Ind AS 116 "Leases" using the modified retrospective approach.

REVIEW OF PERFORMANCE

The financial year 2020-21 was one of the toughest years humanity has faced in the past century. The COVID-19 pandemic has emerged as a global challenge. Throughout the year, the global coronavirus (COVID-19) pandemic caused significant economic and social disruption worldwide.

After COVID-19 being declared a pandemic by the World Health Organisation (WHO) in March 2020, many countries imposed varying degrees of restrictions to curb the spread. COVID-19 along with health crisis is having far-reaching implications on the global economy. The pandemic led to a sharp decline in the global trade, lower commodity prices and tight liquidity conditions. The contraction in the GDP seen in many countries, including India, was due to reduced economic activity and restricted mobility caused by COVID-19 as discretionary spending was curtailed and focus was mainly on essentials and precautionary savings due to uncertainty. The pandemic interrupted supply- chain, both demand and supply side, at least in the short-term.

During the year 2020-21, the global gross domestic product (GDP) after contracting, recovered at a healthy pace. The recovery was aided by fiscal and monetary measures, pent up demand and is expected to strengthen further, supported by fast paced rollout of vaccines, especially in advanced economies. India also witnessed a speedy revival and its GDP recorded a positive YoY growth in Q3 FY2020-21 (after contraction in the first 2 (two) quarters). The effective measures taken by the Government of India and Reserve Bank of India supported towards recovery of economy. However, sharp surge in new cases witnessed in the past couple of months leading to strict restrictions imposed by the States would impact growth momentum in the coming months.

During the lockdown, Blue Dart frontliners were on the field every day, ensuring deliveries within a time-window to businesses and homes, thus, re-emphasizing our role as the nations trade facilitator and reflecting Blue Darts foundational qualities viz; passion, can do, right 1st time and as one. Blue Dart operated its fleet of Boeing 757-200 freighters throughout the lockdown across the nation as well as across borders ensuring essential and non-essential supply chain continuity. Your Company accepted, adapted and improvised itself to the situation at hand to be a reliable, resilient and responsive organization for its customers as well as employees.

During the pandemic, your Company launched innovative initiatives such as contact-less deliveries to keep our colleagues and customers healthy and safe, brought colleagues together on a Blue Connect platform, creating a stronger brand with our advertising on television channels and winning prestigious accolades such as the Super Brand

Award, the Readers Digest Trusted Brand Award and Great Places to Work For Award. Blue Dart continued to offer an unwavering support and was honoured to be a part of the Indian Governments Lifeline Udan initiative to ensure uninterrupted supply-chain continuity of medical equipment (ventilators & PPE), testing kits, reagents, enzymes, respirators, surgical masks and gloves among other vital supplies.

In such a challenging scenario, income from the operations of the Company reported for the financial year ended March 31, 2021 was Rs 3,27,970 Lakhs as compared to Rs 3,16,639 Lakhs for the year ended March 31, 2020. Your Company posted a profit after tax of Rs 9,631 Lakhs for the year ended March 31, 2021 on a standalone basis as compared to net loss of Rs 3,829 Lakhs for the financial year ended March 31, 2020 on a standalone basis.

Your Company, over the last 37 years, has centred the business around providing individualized customer solutions to ensure exceptional service quality. Your Company continued to be resilient and displayed exemplary service quality and excellence with high benchmarks and standards in all aspects of business. Your Company 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 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.

Your Company has an impeccable service record driven by a motivated and passionate team, the testimony for which rests in the numerous awards bestowed on your Company over the years. As a responsible corporate entity, your Company continues to contribute towards environmental and social causes that enhance and nurture the society in which it operates.

Since inception your Company 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. The use of technology has optimized the cost, improved processes and allowed your Company to introduce innovative solutions to provide customers with high quality service offerings. In the last few years, your Company has adopted technology to enable tracking of shipments, dynamic route management, advanced billing and receivables management system,

integrating wallets for cash-on-delivery (COD), control tower and network control modules. Your Company has successfully enabled office-based employees to work from home during pandemic, thereby ensuring smooth operations for essential items.

Blue Darts key differentiators continue to be its customer centricity which offers customers flexibility and security with product and service offerings such as late pick-up/early delivery, reliability, security, tracking visibility across the delivery chain. Your Company continues to innovate user-friendly and efficient technological solutions for benefit of customers. During the year, your Company pioneered Contact Less Delivery (CLD) to ensure safety of our customers and our people and OTP based deliveries and other initiatives viz; customer mobile app, digital sorry card etc. were launched towards enabling a digital ecosystem.

During the year, 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 to all its stakeholders.

While pandemic interrupted supply-chain, eCommerce market witnessed high growth with the consumers and businesses ordering everything, from groceries to consumer durables, online. Your Company provides the most efficient solutions to the e-commerce industry and customers with a seamless and unique experience. To enable digital payments, your Company enabled 16 (sixteen) digital wallets on the courier hand-held machines apart from acceptance of credit/ debit cards.

Your Companys online presence on the social media platforms through its official Facebook, Twitter, YouTube and LinkedIn 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.

Your Companys strategy has always been Customer First and our foundational tool of Customer Centricity, imbibed in every Blue Darter, has supported in enhancing growth. We know and understand that the shipment is very important and matters to our customer, and therefore, it matters to us. Hence, we say; # If Its Important Blue Dart IT. This is what helped us survive and thrive in 2020 and this will continue to be our strategy going forward as well.

Your Company 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".

Your Company continues to drive "First Choice" and "Net Promoter Approach" (NPA) initiatives, enhancing process improvements, customer centricity and service quality.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs 15 (Rupees Fifteen) per equity share for the financial year ended March 31, 2021, subject to necessary approval by the shareholders at the Annual General Meeting of the Company.

Dividend Distribution Policy :

In terms of provisions of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has formulated a Dividend Distribution Policy. The policy is accessible from your Companys website at https://www.nseprimeir.com/z_BlueDart/files/Dividend_Distribution_ Policy_Bluedart.pdf

OPERATIONS REVIEW

Your Company offers secured and reliable delivery of consignments to over 35,000 locations in India. As part of the DPDHL group ("DPDHL Group"), your Company 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 logistics solutions.

Your Company operates with its fleet of 6 Boeing 757-200 freighter aircrafts offering a payload of 500+ tons per night, a flotilla of 11,122 vehicles, 2,113 facilities and hubs across 35,000+ locations. Over 12,000 passionate and trained Blue Darters work in perfect harmony to deliver over 24 shipments every second. Our team of talented Blue Darters are fully committed and dedicated to deliver service excellence and value for all its esteemed customers.

Your Company continues to focus on innovation, reach expansion, transit time improvements, 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.

Your Company carried over 1,853.16 Lakh domestic shipments and over 7.52 Lakh international shipments weighing more than 7,18,548 (seven lakh eighteen thousand five hundred forty eight) tonnes during the financial year ended March 31, 2021.

FACILITIES / INFRASTRUCTURE

Your Company has 2,113 facilities/hubs/ offices across India. Your Company also increased the pin-code services to cater to 98% of the Indias business needs. Your Company 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 your Company for dedicated air carriage capacity which has been a key differentiator in sustaining your Companys leadership position through its unique aviation network.

During an extremely challenging year, when all passenger airlines were grounded for a period, BDAL continued relentlessly with its operations across our network to provide critical supply- chain link for the country. With severe movement restrictions on surface transport, BDAL network enabled your Company to provide a seamless service to its customers. Additionally, BDAL was proud to have the honour and privilege of supporting the nation by flying its first truly commercial international flights into China (Guangzhou and Shanghai) to carry emergency medical supplies for those in need. The first flight was operated on 15th April, 2020 to Guangzhou to deliver urgent supplies to the Government of Assam. Subsequently, regular international charters were commissioned to support Government of India in its fight against COVID-19 pandemic. International destinations included Hong Kong, Hanoi in Vietnam, Yangon in Myanmar and Dhaka. BDALs international charter contributed towards adding revenue during times of crisis.

During the year, BDAL posted an On Time Performance of 92.14% and Technical Dispatch Reliability of 99.57%, with an average fleet life of 25.5 years. BDAL uplifted 1,01,454 tonnes including charter loads on its network during the12 months period which ended on March 31, 2021.

BDAL became a proud owner of 2 (two) Boeing 757-200 aircraft. The leased aircraft, VT-BDM and VT-BDN, were acquired by the Company. During the year, BDAL also took on lease 3 (three) aircraft engines to support the Companys operations. BDAL carried out important avionics modifications and upgrades which facilitated operations of international charters. A major challenge which was handled efficiently without an adverse impact on operations was sourcing of aircraft spares and materials from international locations affected by lockdown and curtained air connectivity to many airports overseas.

BDALs Aviation Security Training Institute (ASTI), completed another successful year. Once the approval for commencement of training was received after July 2020, the institute conducted regular classes to ensure compliance requirements of AVSEC qualifications for our personnel. As per request of Bureau of Civil Aviation Security, BDAL conducted Aviation Security Training to multiple batches of the police personnel.

FINANCE

Compliance with New Accounting Standards

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. In the recent past, the Company successfully implemented Ind AS 115 Revenue from Contract with Customers with effect from April 2018 and Ind AS 116 Leases with effect from April 01, 2019.

Digital Solutions

The Company undertook various digital initiatives in the finance function to enhance transparency, controls and efficiency. These initiatives includes state of the art Billing & Receivables Management

Module (BRMS), enabling digital billing to customers, Receivables Management Module to improve collections, Budgeting & MIS modules to expedite MIS processing, enabled digital collections and payments etc. There are many more modules which are being worked upon to enhance controls and efficiencies besides making the processes environment friendly.

Cost Efficiency

Your Company, during the year, focused on revenue and cost measures to tide over COVID-19 impact which significantly impacted revenue and profitability of the Company during the 1st quarter of the financial year 2020-21. To leverage its air infrastructure, your Company operated various charters (international and domestic) and carried medical supplies and other emergency equipment for the Ministry, various State Governments and other customers during the pandemic in the 1st quarter of the financial year 2020-21 and continues to support the requirement. The cost efficiency initiatives inter-alia includes improving fleet utilization, both for the aircrafts and vehicles, process re-engineering, rate negotiations with vendors and manpower productivity improvement.

Treasury Operations

Your Company carried out treasury process review for efficiency improvement for Blue Dart Group. Interest rates were re-negotiated which supported the company and its subsidiaries to reduce its interest cost. Where banks did not reduce interest rates, their loans were repaid. Further, buy v/s. lease option was reviewed which helped Blue Dart Aviation to buy two lease aircrafts and consequent lowering of overall cost.

Impact of COVID-19

The outbreak of COVID -19 and subsequent nationwide lockdown declared by the Government of India to combat COVID -19 caused high level of disruption on socio-economic front and unprecedented collapse of economic activities.

The Company has put in various measures to protect its employees and customers from spread of infection by introducing contactless deliveries, social distancing, wearing of masks, frequent sanitization of facilities and regular trainings to employees for spreading awareness.

Post lockdown, volumes started picking up and Company has continued playing its role in supporting business and trade.

As on March 31, 2021, your Company has liquid assets (cash and cash equivalent) of Rs 26,349 Lakhs (including fixed deposit amounting to Rs 22,500), as against Rs 3,548 Lakhs as on March 31, 2020.

Your Companys earnings per share (basic & diluted) for the year ended March 31, 2021 stood at Rs 40.59 per share as compared to (16.14) per share for the previous year ended March 31, 2020.

Cash Flows and Working Capital Management

During the year ended March 31, 2021, Your Company generated net cash of Rs 44,885 Lakhs from its operations as against Rs 9,366 Lakhs in the preceding financial year on a stand-alone basis.

Your Company continued to manage its working capital efficiently without affecting the Companys business activities. Your Company 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 requires to be balanced between the earnings and adequate returns covering financial risk. Your Companys growth has been largely contributed through cash generation from the operations which is adequate to support its working capital and debt servicing.

CREDIT RATING

Your Company continues to enjoy high credit rating for its working capital facilities / short-term debt programme:

1. "ICRA AA" (stable) (ICRA double A) (long term rating) to your Companys bank limits (working capital) of Rs 3,615 Lakhs (including fund based and non-fund based limits). The rating is considered to have high degree of safety regarding timely servicing of financial obligations carrying very low credit risk. ICRA also assigned "ICRA A1+" (ICRA A one plus) (short term rating) for the said limits. The rating indicates very strong degree of safety regarding timely payment of financial obligation carrying lowest credit risk.

2. ICRA Ltd. (an Associate of Moodys Investors Service) has assigned "[ICRA] AA" (stable) rating for your Companys long term loans of Rs 7,500 Lakhs (rating assigned on October 23, 2020).

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, 2021 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 attached as Annexure A to the Boards Report. The statement also provides details of performance and financial position of subsidiary companies.

The consolidated financial results represent those of your Company and its wholly owned subsidiaries viz. BDAL and CALL. Your Company has consolidated its results in accordance with the Ind AS 110 - Consolidated Financial Statements pursuant to Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, as amended from time to time, your Company 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 http://www.nseprimeir.com/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 your Company. The combined service offerings of both the organizations cover an entire spectrum of distribution within India and globally and provides customers with a firm strategic advantage. Your Company 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 efforts 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 from each group company, 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 COVID-19 pandemic impacted livelihoods and businesses, disrupting global economy and supply chains across the world.

The logistics industry helped ensure that global flow of goods, particularly essential items, remained largely unhindered despite lack of transport and disruptions in the supply chain. Hampered by the pandemic in the first half of the year, businesses bounced back later with shorter lead times, better at-door experience and increased safety.

COVID-19 forced the entire world to expedite its shift from offline to online, with a reliance on the logistics sector. The Indian logistics market is expected to grow at a CAGR of 10.5 percent between 2019-2025 and brands are boosting this growth by leveraging cutting-edge technologies.

Various economic indicators viz; GST collections and generation of e-way bills, improving demand across sectors (automotive, pharmaceuticals, chemicals, steel, cement, food and beverages), power consumption, railway freight and higher exports points towards revival of Indian economy. The Governments stimulus measures and enhanced focus on Atmanirbhar Bharat are also expected to boost the economy in a sustainable manner.

The Union Budget 2021 focused on continued spending to stimulate growth as the economy tries to recover from the impact of COVID-19. The outlay for the capital expenditure for the financial year 2021-22 has been increased by 26% YoY with a specific emphasis on infrastructure which, in turn, will provide boost to the employment numbers. While this would stretch fiscal consolidation path in the near to medium term, the fiscal deficit is budgeted to improve to 6.8% of GDP in 2021-22.

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 into humans obsessed with technology. While consumers started practicing online shopping increasingly to mitigate fears of virus, merchants began to analyse evolving consumers behaviour, hence, taking their off-line business operations to an online platform. Today, by partnering with the third-party logistics providers who offer an end-to-end services viz; automated warehousing, inventory management, same day/next day deliveries etc., the small and medium scale companies are establishing fortified online presence for themselves. Sellers are now digitizing their businesses to accelerate revival process and ensure their business does not become redundant.

The pandemic highlighted the importance of technology and digitalization. Organizations that were not able to adapt to this change were weeded out. Resilience and agility became traits that were valued and trusted, more than ever before. The logistics industry played a key role in facilitating the gap between the customer and the e-tail supplier.

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 logistics sector post lockdown(s) and it is expected that embracing digitalization 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 logistics arena in offering new- age solutions driving cost reduction, convenience and delivery cycle. As Blue Dart is an essential service provider, we focused on digitalization and prioritized processes to drive productivity and efficiency across various functions in the organization.

The future holds an underlying theme of a Technology Led Transformation which would revolve around creating business models and having systems in place to ensure that the organization will survive in a no contact society.

Your Company believes that the power of technology and automation would propel the sector faster in a forward direction and your Company will continue investing in these capabilities. Your Company is committed to continuously outperform and would invest in brand, people, technology, digitalization and automation to chart a new trajectory as we build our brand for future.

Your Company will continue its focus on product innovations and service enhancement. Your Company is geared to face challenges for the years to come. Your directors look forward to improved performance in the coming years.

AWARDS AND RECOGNITIONS

Your Companys innumerable efforts in the pursuit of an endless excellence were recognized throughout the financial year ended March 31, 2021. The position as an industry leader was significantly reiterated by the accolades received from several industry bodies and customers. Your Company won several awards which validate its brand equity, leadership, human resource philosophy, customer service, business acumen and corporate social responsibility.

Your Company is benchmarked to the international standards and has won several brand leadership awards. It was voted as a Business Superbrand for the 13th consecutive year by Superbrands 2019, awarded as the Readers Digest Most Trusted Brand for The 14th Consecutive in a row, certified as one of Indias Best Companies to Work for - 2020 by the Great Place to Work Institute India, recognised as one of Indias Best Workplaces for Women by the Economic Times, recognised as a Company with Great People Managers by Great Manager Institute and Forbes, won 7th Edition of the Indian Risk Management Awards hosted by ICICI Lombard and CNBC TV-18, recognised as one of Indias Most Investable Companies in the ET500 list, recognised as one of Indias Finest Companies by Financial Express on the FE1000 list, recognised on the Business Standard BS1000 list of companies, nominated at the 7th Payload Asia Awards 2020. Blue Dart won Silver trophy at the 9th ACEF Awards for its CST initiative - Blue Homes, under the Category Best Public Health/Safety Initiative in the category of Sustainability.

Mr. Balfour Manuel, Managing Director, was recognized in the list of Indias Top 100 Great People Managers by The Great Manager Institute and Forbes India.

Mr. Aneel Gambhir, CFO, was recognized as one of Indias most distinguished F&A Leaders and featured in The CFO Power List 2020 by the CORE Media Group. He also won Top 100 CFO Role of Honour Award organized by CFO India, under Digital Transformation Category. Mr. Gambhir was also part of the ICAI jury member for selecting winners of the "Excellence in Financial Reporting for the year 2019-20".

Mr. Ketan Kulkarni, CMO and Head - Business Development, participated in a number of jury opportunities and panel discussions; a few of the most notable of which were the India Marketing Awards, the Construction World Magazine Awards, as well as the prestigious Pitch Marketing 30 under 30 Awards.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year, Mr. Kenneth Allen tendered his resignation as a Director with effect from January 11, 2021. The Board of Directors ("Board") accepted his resignation and placed on record their sincere appreciation and thanks for his valuable contribution.

Mr. Florian Ulrich Bumberger was appointed as an Additional Director of the Company with effect from February 24, 2021. Mr. Florian Ulrich Bumberger, aged 42 years, is currently the divisional CHRO, Chief of Staff & Programs of DHL eCommerce Solutions and member of the DPDHL Group HR Board. Furthermore, he is responsible for divisional strategic initiatives and programs, M&A and Compliance. He holds a Diploma in the Business Administration and is a Certified Institutional Investment Analyst (CIIA). Mr. Florian commenced his career as an Investor Relations professional with numerous awards viz; Institutional Investor & Thomson Extel IR Survey. Thereafter, he transitioned into strategic, business development and financial positions.

During the year, Mr. Sebastian Pae&ens was appointed as an Additional Director of the Company with effect from February 24, 2021. Mr. Sebastian Pae&ens, aged 47 years, is CFO of DHL eCommerce Solutions, a business division of Germany based Deutsche Post DHL Group. Mr. Sebastian joined Deutsche Post DHL Group in 2008 and held various management positions in the DHL Express division, the German Post and Parcel division and in the Corporate Controlling department. In October 2018, Mr. Sebastian Pae&ens was appointed as CFO, DHL eCommerce and DHL Parcel Europe, before moving on to his current role in January 2019. Mr. Sebastian holds a Master of Science degree in Business Administration and Mechanical Engineering.

The Resolutions seeking approval of shareholders for appointment of Mr. Florian Ulrich Bumberger and Mr. Sebastian Pae&ens are incorporated in the Notice of forthcoming Annual General Meeting along with their brief resumes.

In accordance with the provisions of Act and Articles of Association of the Company, Mr. R.S. Subramanian (DIN 02946608) Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. R. S. Subramanian is currently the SVP & Managing Director, DHL Express India and a member of the DHL Express Asia Pacific Management Board.

On recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its Board Meeting held on May 5, 2021 approved re-appointment of Air Marshal M. McMahon (Retd.), as an Independent Director of the Company for a further period of three years with effect from February 10, 2022 till February 09, 2025, subject to approval by members of the Company. Air Marshal M. McMahon (Retd.) has been appointed as the Independent Director of the Company with effect from February 10, 2017. Air Marshal M. McMahon (Retd.) aged 76 years, possess wide experience in the Aviation Industry. He was commissioned as a fighter pilot and served in the IAF for 42 years. On graduating, he stood first in Flying. He underwent the T - 33 / F- 86 Advanced Gunnery Course in the USA and was awarded certificates for standing first in Low Level Strafe and Low Angle Bombing. He was an A2 Qualified Flying Instructor and was winner of Chiefs of Air Staff trophy for standing first in flying during the QFI course. His important staff appointments were Director, Air Staff Requirements, Asst. Chief of Air Staff (Operations), Inspector General of the IAF and Vice Chief of Air Staff. Air Marshal M. McMahon (Retd.) is recipient of the Param Vishist Seva Medal, Ati Vishist Seva Medal and Vishist Seva Medal.

On recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its Board Meeting held on May 5, 2021 approved re-appointment of Ms. Kavita Nair, as an Independent Director of the Company for a further period of five years with effect from September 26, 2021 till September 25, 2026, subject to approval by members of the Company. Ms. Kavita Nair has been appointed as Independent Director of the Company with effect from March 26, 2019. An award winning and dynamic leader, Kavita Nair, aged 48 years, has been successful in managing a wide range of leadership roles. She has spent majority of her working years with Vodafone Idea. Her career spanned for over 22 years here where she held leadership roles in diverse functions across both consumer and enterprise domains. In her last assignment, Kavita was Chief Digital Transformation and Brand Officer of Vodafone Idea Limited, Indias leading telecom service provider.

The resolutions seeking approval of shareholders for re-appointment of Air Marshal M. McMahon (Retd.) and Ms. Kavita Nair are incorporated in the Notice of forthcoming Annual General Meeting along with their brief resume.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, that they meet requisite criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. 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 data bank 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 conditions of independence stipulated under SEBI Listing Regulations and the Act and are independent of the Management of the Company. In the opinion of the Board, Independent Directors proposed to be re-appointed, possess attributes of integrity, expertise and experience as required under applicable laws, rules and regulations.

Key Managerial Personnel (KMP)

Mr. Balfour Manuel, Managing Director, Mr. Aneel Gambhir, Chief Financial Officer and Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary, are KMPs as prescribed under the applicable laws.

NUMBER OF BOARD MEETINGS

The Board met 6 (six) times during the financial year ended March 31, 2021. The details of Board Meetings and attendance of Directors are provided in the Corporate Governance Report being part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three non-executive directors, Mr. Sharad Upasani, Mr. Narendra Sarda and Mr. R.S. Subramanian. The Chairman of the Committee is Mr. Sharad Upasani and Mr. Tushar Gunderia acts as Secretary to the Committee. 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 being part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in place sound internal control system to ensure that all assets are protected against loss from any unauthorised 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 co-sourced audit firm. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Company has recently appointed M/s. Grant Thornton Bharat LLP as the Companys co-sourced internal audit firm effective from April 1, 2021. Well-established and robust internal audit processes, both at the business and corporate level, continuously monitor adequacy and effectiveness of 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. Your Company has put in place robust policies and procedures, which inter-alia, ensure integrity in conducting of business, safeguarding of assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Your Company has a comprehensive framework for monitoring compliances with applicable laws. The Company introduced an additional IT-enabled tool to monitor compliances and augment 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, your Company is in compliance with applicable law 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, your Company 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 norms, legal or regulatory provisions, actual or suspected fraud etc., without any fear of reprisal, discrimination, harassment or victimization of any kind.

Your Company has also engaged services of KPMG Advisory Services Pvt. Ltd., an eminent consultancy firm, for establishment of Blue Dart Ethics Hotline. In terms of the policy, all suspected violations and Reportable Matters must be reported to the Ethics Committee via Blue Dart Ethics Hotline. Ethics Committee comprises of Mr. Aneel Gambhir, CFO, Mr. Rajendra Ghag, CHRO, Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary and Mr. Manoj Madhavan, CIO.

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.

Your Company has posted "Whistle Blower Policy" on its website viz;www.bluedart.com. The web link of the Whistle Blower Policy is https://www.nseprimeir.com/z_BlueDart/files/BlueDart_Whistle_Blower_ Policy.pdf

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company 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. Your Company is also committed to provide a work environment which ensures every woman employee is treated with dignity, respect and afforded equal treatment.

Your Company has zero tolerance for sexual harassment at 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. Your Company conducted training in relation to the Prevention of Sexual Harassment (POSH) across all the functions to apprise all employees on safe work environment. A short survey with some women employees selected at random was done to gain an insight into their knowledge on POSH and safety. This survey received tremendous positive feedback. During the year under review, no complaint was received.

COST AUDIT

During the year under review, 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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to requirements of Regulation 25 of the Listing Regulations, your Company has in place, 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 with the Companys procedures and practices.

Periodic presentations are made at the Board and the Board constituted committee meetings in respect of business and performance updates of the company, global business environment, business strategies and risks involved. Your Company has been regularly familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Companys operations, strategic business plans and technology update. Apart from above, Independent Directors are also familiarized on various regulatory developments, change in laws to keep themselves abreast of the latest corporate, regulatory and industry developments.

The familiarization programme has been posted on website of your Company viz. www.bluedart.com. The weblink of familiarization programme is http://www.nseprimeir.com/z_BlueDart/files/

FamiliarisationProgramme.pdf

CSR COMMITTEE

The CSR Committee of your Company comprises of Mr. Sharad Upasani, the Chairman of the committee, Mr. Balfour Manuel, Managing Director and Ms. Tulsi N. Mirchandaney, Director as members of the committee.

The CSR Committee along with CSR implementation/management committee is responsible for formulating and implementing the CSR Policy of the Company.

Mr. Aneel Gambhir, CFO, is permanent invitee to the CSR Committee meetings of the Board. Mr. Tushar Gunderia acts as Secretary to the committee.

The details of Corporate Social Responsibility Committee meetings and attendance of Committee Members are provided in the Corporate Governance Report.

CSR Initiatives / CSR Policy

Corporate social responsibility is an integral part of your Companys strategy. Your Company 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 their knowledge and domestic / global presence in a way which benefits the planet and its people.

As an Indian company with a global outlook, your Company endeavors to maintain a healthy balance between its economic, environmental and social interests.

In compliance with the requirements of section 135 of the Act, the details of CSR Committee constituted by the Board and other requisite details are provided in the Corporate Governance Report, which forms a part of the Annual Report.

Your Company along with DPDHL Group, under 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 your Company 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 website of the Company viz. www.bluedart.com.

The CSR Policy is available on website 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.nseprimeir. com/z_BlueDart/files/Bluedart_CSR_Policy_03_12_2019.pdf

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of three independent non-executive Directors, Mr. Narendra Sarda, Mr. Sharad Upasani and Ms. Kavita Nair and one non-executive Director, Mr. Florian Ulrich Bumberger. The committee is chaired by Mr. Narendra Sarda, Independent Director.

Mr. Florian Ulrich Bumberger was inducted as member of the Nomination & Remuneration Committee w.e.f. March 23, 2021. Mr. Balfour Manuel, Managing Director and Mr. Aneel Gambhir, CFO are permanent invitees 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.

Nomination & Remuneration Policy

Pursuant to provisions of Section 178 of the Act, the Board has, on recommendation of the Nomination & Remuneration Committee, formulated a "Policy on Directors Appointment and Remuneration" including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The Nomination and Remuneration Policy has been incorporated in the Corporate Governance Report, which forms a part of the Annual Report.

RISK MANAGEMENT

Your Company 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 your Company believes that a 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.

Your Company has formulated the Risk Management Policy which provides an overview of the principles of risk management, explains an 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, to protect and preserve the Companys human, physical and financial assets.

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 operating of risk management process and reports to the Board on the status of risk management initiatives and its effectiveness. Your Company 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. Your Company 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.

The Risk Management Committee of the Company comprises of Mr. Narendra Sarda, Chairman of the Committee, Mr. Sharad Upasani, Mr. Balfour Manuel, Air Marshal M. McMahon (Retd.), Mr. R.S. Subramanian, Directors, Mr. Aneel Gambhir, CFO, Mr. Tushar Gunderia, Head (Legal & Compliance) & Company Secretary and Mr. Savio Mendonca, Head- Internal Audit as its Members.

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

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.

The details of Stakeholders Relationship Committee meetings and attendance of committee members are provided under Corporate Governance Report, which forms a part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Other than the impact on the business operations of the Company on account of the 2nd wave of COVID - 19 as has been set out earlier, 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, 2021 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.

All related party transactions were placed before the Audit Committee and the 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.nseprimeir.com/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 at the end of the financial year and of the profit of the Company for that year;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 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 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 using a pre-determined templates designed as a tool to facilitate evaluation process. The assessment is built around the functioning of the Board as a whole, its committees and also the evaluation of individual directors.

The Evaluation Process considers performance effectiveness with regard to the Board composition, expertise, dynamics, strategic oversight, risk management and internal control, succession planning and leadership. The performance of individual directors is evaluated on the 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

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. S. R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration no. 101049W/E300004), were appointed as Statutory Auditors of the Company for a term of 5 (five) years to hold office from conclusion of the 26th Annual General Meeting of the Company held on July 27, 2017 upto the conclusion of the 31st Annual General Meeting, subject to ratification of their appointment at each subsequent Annual General Meeting.

The requirement of seeking ratification by the members for continuance of their appointment has since been withdrawn consequent to changes made by the Companies (Amendment) Act, 2018 with effect from May 07, 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

You Company has received requisite certificate from M/s. S. R. Batliboi & Associates 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 2020-21, does not contain any qualification, reservation or adverse remarks.