The Directors have great pleasure in presenting the Thirtieth Annual Report of your Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

During the year under review, your Company recorded a profit before tax of ' 982 lacs as compared to profit before tax of ' 938 lacs for the 12 months which ended on March 31, 2023.

AVIATION OUTLOOK

Your company is the longest serving private airline in the country with 27 years of scheduled domestic operations connecting major cities within India through its well-crafted air network. This network has been instrumental in supporting the Blue Dart Group's distribution efforts across the expansive geography of our nation. During the year, your Company has successfully commenced the commercial operation of two Boeing 737-800 freighters. This addition has increased our capacity not only on our core network, but has provided flexibility for expansion into tier II and tier III cities. Your Company has established a new station at Guwahati and commenced flights with effect from January 29, 2024, connecting the north-east to the rest of India. This strategic expansion aims to elevate service quality standards for shipments to the region to unprecedented levels and reaffirms your Company's commitment of 'Connecting people and improving lives'.

Your Company has handled 34 charters during the year and has uplifted 1,02,988 tonnes of cargo on its network during the period

of 12 months ending March 31, 2024. This was made possible with additional operations of 211 flights supplementing the scheduled night operations. The Company endeavours with its dedicated services to fulfil the hope that 'Tomorrow is just a flight away'.

During the year, your Company posted an On Time Performance of 88.34.% and a Technical Dispatch Reliability of 99.49%, with an average fleet age of 27 years. The Company's engineering team, in addition to their support for regular operations, have carried out 4 heavy checks, including major repairs and modifications.

During the year, the BDAL Centre of Excellence, of which the Aviation Security Training Institute (ASTI) is a part, trained 7,196 personnel in Dangerous Goods (DG) and 936 candidates in mandatory Aviation Security (AVSEC) certification for regulatory compliance. The number of entities seeking training from Blue Dart ASTI is growing year over year. BDAL's well-accepted training capability now delivers incremental revenue, apart from saving significant cost for mandatory internal certifications.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

The Board consisted of Six (6) members, including a mix of NonExecutive Directors, an Executive Director, and Independent Directors.

The Board of Directors of the Company is duly constituted, and the present structure is as follows:

Mr. Geoffrey Kehr resigned from the position of Director of your company effective December 31, 2023. Ms. Tulsi Nowlakha Mirchandaney, erstwhile Managing Director of the Company, retired from the Company with effect from December 31, 2023, and Air Marshal Michael McMahon (Retd), Independent Director, retired from the Company on March 31, 2024.

During the year under review, in terms of the requirements under the Companies Act, 2013, all Independent Directors have provided declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013, and Articles of Association of the Company, Mr. Tushar K Jani (DIN :00192621), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Key Managerial Personnel (KMPs) in the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as follows:

During the year, Ms. Tulsi Nowlakha Mirchandaney, erstwhile Managing Director, retired from the company on December 31, 2023, and Capt. Nikhil B. Ved was appointed as Managing Director, effective from January 1, 2024.

Number of Meetings of the Board

During the year, the Board of Directors of your company met 7 times, ensuring that the maximum interval between any two meetings did not exceed 120 days.

Details of Board Meeting are as follows:

AUDIT COMMITTEE

The Audit Committee comprises of four Non-Executive Directors viz; Air Marshal M. McMahon(Retd.,) as Chairman of the Committee, with Mr. Tushar K. Jani, Mr. Ravi Shivdas Menon and Ms.Vandana Aggarwal as members of the Committee. As Air Marshal M. McMahon(Retd.,) has retired as an Independent Director of the Company on 31 March 2024, the Committee has been reconstituted with Ms. Vandana Aggarwal as New Chairperson and Mr. Tushar K. Jani and Mr. Ravi S. Menon as Members as on April 30, 2024.

The terms of reference of the Audit Committee align with the provisions of Section 177 of the Companies Act, 2013.

Capt. Nikhil B. Ved - Managing Director, Mr. Sharad Upasani - Director, Mr. Charles Dobbie - Director, and Mr. P. Parameshwaran - Chief Financial Officer, serve as permanent invitees to the Audit Committee Meetings.

Mr. N. Palaniappan - Company Secretary & General Manager -Finance, acts as Secretary to the Committee.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Board has implemented policies and procedures to ensure the orderly and efficient conduct of its business. These include adherence to the Company's policies, protection of its assets, prevention and detection of fraud, establishment of error reporting mechanisms, maintenance of accurate and complete accounting records, and timely preparation of reliable financial disclosures.

Your Company has a sound internal control system to ensure that all assets are protected against loss from any unauthorized use. All transactions are recorded and reported correctly. The Company's internal control system is further supplemented by the internal audits carried out by an outsourced audit firm viz M/s. PricewaterhouseCoopers Services LLP The internal control system is well established with robust internal audit processes, both at the business and corporate level, and the adequacy and effectiveness of the internal control environment across the Company and status of compliance with operating systems, internal policies and regulatory requirements are continuously monitored. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with Section 177(9)/(10) of the Companies Act, 2013, your company has established and formalized a Whistle Blower Policy. According to this policy, all suspected violations and reportable matters must be promptly reported to the Ethics Committee via DHL platform.

The Ethics Committee is composed of Mr. N. Palaniappan - Company Secretary & General Manager - Finance, Mr. S. Swaminathan - Chief Human Resource Manager, and Mr. N. Krishnamoorthy - Chief Quality Manager. Whistle Blower Policy applies to all individuals, including Directors, employees, officers, customers, vendors, and third-party intermediaries, regardless of their contractual status, who are concerned about unacceptable, unethical, or illegal activities impacting the workplace.

The Ethics Committee also guarantees direct access to the Chairperson of the Audit Committee in relevant cases, and no Whistle Blowers have been denied access to the Audit Committee of the Board. For the Blue Dart Ethics Hotline, the contact details are as follows:

The Company has posted “Whistle Blower Policy” on its website viz https://www.bluedartaviation.com/

The web link of the Whistle Blower Policy is https://www.bluedartaviation. com/wp-content/uploads/2023/05/BDA-Whistle-Blower-Policy.pdf

SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company's goal has always been to foster an open and safe workplace where every employee feels empowered to contribute to the best of their abilities, regardless of gender, sexual preferences, or any other factors. To ensure this, the Company has established an Internal Committee (IC) comprising Dr. (Mrs.) Prasanna Gettu - External Consultant, Ms. Candy Prim - Sr. Manager - Materials, Ms. B Haripriya - Manager - Flight Operations, Mr. S Swaminathan, Chief HR Manager, and Mr. K. Manoharan - General Manager - CAMO & Continuing Airworthiness Manager. This committee is responsible for accepting complaints related to sexual harassment.

The IC has been constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and it includes an external member from an NGO. Additionally, half of the total members of the IC are women. The role of the IC extends beyond the mere redressal of complaints to encompass prevention and prohibition of sexual harassment.

During the financial year 2023-24, the company did not receive any complaints from employees, and any issues that arose were promptly and successfully addressed as of March 31, 2024.

COST AUDIT

The Central Government has not mandated the maintenance of cost records under Section 148(1) of the Act and the relevant Rules specifically concerning the aviation business.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (the “NRC”) has been constituted in accordance with the provisions of Section 178 of the Act. Your Company has a Nomination and Remuneration Committee, with Air Marshal M. McMahon(Retd.,) as Chairman of the Committee, and Mr. Tushar K. Jani, Mr. Ravi Shivdas Menon, Mr. Sharad Upasani, and Ms. Vandana Aggarwal as members of the Committee. As Air Marshal M. McMahon(Retd.,) has retired as an Independent Director of the Company on 31 March 2024, the Committee has been reconstituted with Mr. Ravi S. Menon as New Chairman and Mr. Tushar K. Jani, Mr. Sharad Upasani, and Ms. Vandana Aggarwal as Members.

Capt. Nikhil B. Ved - Managing Director, and Mr. Balfour Manuel -Managing Director, Blue Dart Express Limited are the permanent invitees to the Nomination and Remuneration Committee Meetings.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board has, based on the recommendations of the Nomination and Remuneration Committee, formulated a policy regarding the appointment of Directors and Key Managerial Personnel, as well as the determination of remuneration for Directors, Key Managerial Personnel, and other employees of the Company. The Nomination and Remuneration policy of the Company includes criteria for assessing

qualifications, positive attributes, independence of Directors, and other relevant matters as stipulated under Section 178(3) of the Companies Act, 2013.

CSR COMMITTEE

The CSR Committee comprises Air Marshal M. McMahon(Retd.,) as Chairman of the Committee, Mr. Tushar K Jani, Capt. Nikhil B. Ved, and Mr. Sharad Upasani as members of the Committee. As Air Marshal M. McMahon(Retd.,) has retired as an Independent Director of the Company on 31 March 2024, the Committee has reconstituted with Mr. Tushar K Jani as New Chairman and Capt. Nikhil B. Ved, Mr. Sharad Upasani, Mr. Ravi S.Menon and Ms. Vandana Aggarwal as Members.

The CSR Committee, along with the CSR Implementation and Management Committee, is responsible for formulating and implementing the CSR Policy of the Company. Mr. N. Palaniappan -Company Secretary & General Manager-Finance, acts as Secretary to the Committee.

CSR INITATIVES / CSR POLICY

Corporate Social Responsibility is an integral part of our strategy. We are committed to our responsibility towards society, community and the environment. Our endeavour is to make a positive contribution to our world by using our knowledge, and domestic as well as global presence in a way that benefits the planet and its people.

In accordance with the provisions of Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated and posted the CSR Policy on website of the company viz;

https://www.bluedartaviation.com/wp-content/uploads/2023/09/

NewBDACSRPolicyFinal.pdf

During the year, your company provided significant support to environmental education at Padappai Government Boys Higher Secondary School, located at the outskirts of Chennai. The support provided includes establishing a Blue Green Centre, developing school gardens, offering environmental education programs for students, and allocating human resources to facilitate these initiatives.

Your Company, with the help of the CII Institute of Logistics, upskilled 30 final year college students. The skill development provides avenues for the students to develop their skills and providing opportunity for better employability.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as 'Annexure A' to the Board's Report.

COMMENTS ON AUDITORS' REPORT / SECRETARIAL AUDIT REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by Deloitte Haskins & Sells LLP, Statutory Auditors,

in their report, and by M/s. Mohan Kumar & Associates, Company Secretary in Practice, in his secretarial Audit Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, 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

The Company has not made any loans, Guarantees or Investments, which falls under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were at arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Board for approval.

None of the Directors has any pecuniary relationships or transactions vis-a-vis 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 an 'Annexure B'.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that;

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments 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 and loss 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 ensure that the financial controls were adequate and were operating effectively; and

vi. They have devised systems to ensure compliance with the provisions of all applicable laws and that they were adequate and operating effectively.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company engaged the services of Mr. A. Mohan Kumar (CP No.19145), Company Secretary in Practice, Chennai to conduct the secretarial audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024, in Form MR-3 is annexed herewith as an 'Annexure C'. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. No fraud has been reported by the auditors to the audit committee or the Board.

REPORTING OF FRAUD BY AUDITORS

The auditors of the company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

Your directors confirm that the secretarial standards issued by the Institute of Company Secretaries of India have been duly complied with.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company's website for reference.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board on risk assessment and mitigation procedures, and periodic reviews are conducted in order to ensure that management controls risk through a properly defined framework.

The Company has constituted an Internal Risk Management Committee comprising of Capt. Nikhil B. Ved - Managing Director, Mr. P. Parameshwaran - Chief Financial Officer and Mr. N. Palaniappan - Company Secretary & General Manager - Finance as members to monitor the risks on a periodic basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits under the provisions of Section 73 of the Companies Act, 2013.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act,

2013 (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 (Firm Registration No. 117366W/W-100018) has been appointed as Statutory Auditors of the Company on July 26, 2022 for a period of 5 years commencing from the conclusion of 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company.

The Auditors' Report for 2023-24, does not contain any qualification, reservation or adverse remarks.

No fraud has been reported by the auditors to the audit committee or the Board.

PARTICULRS OF EMPLOYEES

Information on the particulars of employees' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of Section 136 (1) of the Companies Act, 2013, the report and accounts

are being sent to all shareholders of the Company, excluding the Statement of Particulars of Employees which is available for inspection at the registered office of the Company during working hours. Any shareholder interested in such particulars may inspect the same.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The particulars regarding foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the Act read with the Companies (Accounts) Rule 2014 is annexed herewith as an 'Annexure D' and forms part of this Report. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the 'Board of Directors' Rules, 1988) are not applicable.

ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation and gratitude to all customers, vendors, banks, financial institutions, solicitors, advisors, the Government of India, concerned State Governments and other authorities for their consistent support and cooperation in contributing to the Organization's success.

Your directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication to ensure that the Company consistently performs to the highest standards of excellence.