Delhivery has received approval from the National Company Law Tribunal (NCLT) New Delhi for the amalgamation of two wholly-owned subsidiaries into the parent company. The tribunal's order dated March 20, 2026, sanctions the merger of Spoton Logistics Private Limited and Spoton Supply Chain Solutions Private Limited with Delhivery Limited.

Key Details of the Merger

The NCLT has modified the appointed date from the originally proposed April 1, 2024, to April 1, 2025, considering the time elapsed and accounting requirements. The scheme will become effective upon filing the certified copy of the order with the Registrar of Companies.

Financial Position of Merging Entities

As per provisional balance sheets dated December 31, 2024, the financial positions of the companies involved in the merger are:

Spoton Logistics Private Limited

Spoton Supply Chain Solutions Private Limited

Delhivery Limited

Strategic Rationale

The merger is designed to achieve several strategic objectives:

• Streamlined Operations: Consolidation will reduce the number of legal entities and simplify the corporate structure
• Cost Optimization: The scheme aims to eliminate duplication of overheads and administrative costs
• Enhanced Efficiency: Focused management under a single entity will enable better policy implementation and resource utilization
• Regulatory Simplification: Reduced multiplicity of legal and regulatory compliances across entities

Merger Terms and Conditions

Since both transferor companies are wholly-owned subsidiaries of Delhivery, no consideration will be paid to shareholders upon the scheme becoming effective. The investment in shares of the transferor companies appearing in Delhivery's books will be automatically cancelled.

The scheme provides for comprehensive transfer of assets, liabilities, contracts, legal proceedings, and employee obligations from the transferor companies to Delhivery. All employees of the transferor companies will become Delhivery employees with terms no less favorable than their current arrangements.

Regulatory Approvals and Compliance

The NCLT noted that the Income Tax Department expressed no prima facie objections to the amalgamation, though it reserved rights for future tax assessments. The Official Liquidator reported no complaints or objections from interested parties regarding the proposed scheme.

The tribunal emphasized that the sanction does not exempt the company from payment of stamp duty, taxes, or other statutory charges as required under applicable laws. Delhivery must file annual statements in Form CAA 8 until full implementation of the scheme.

Delhivery Limited has announced a significant leadership appointment, naming Ms. Neelam Dhawan as Additional Director under the category of Non-Executive Independent Director. The appointment was approved by the Board on March 19, 2026, based on the recommendation of the Nomination and Remuneration Committee.

Appointment Details

The key details of Ms. Dhawan's appointment are structured as follows:

Ms. Dhawan will assume the role of Chairperson of the Board of Directors effective April 1, 2026, succeeding Mr. Deepak Kapoor, who is stepping down from the Board after a tenure of over eight years, as announced in Delhivery's regulatory filing on January 31, 2026.

Leadership Statement

Sahil Barua, MD & Chief Executive Officer, Delhivery, expressed enthusiasm about the appointment: "We are delighted to welcome Neelam Dhawan to the Delhivery Board as our Chairperson. Her exceptional track record in leading some of the world's most iconic technology companies, as well as her diverse set of experiences as a seasoned Board Member will be invaluable as Delhivery continues to scale its technology-led logistics platform. Neelam's leadership will further strengthen our governance framework and strategic vision."

Professional Background

Ms. Neelam Dhawan brings extensive corporate leadership experience to Delhivery. She holds an Economics degree from St Stephen's College and an MBA from Faculty of Management Studies, University of Delhi. Her career includes senior positions at major technology companies:

Her expertise spans managing complex technology businesses in highly matrixed organizations, with experience in IT transformation across banking and finance, telecommunications, manufacturing, healthcare, and government sectors.

Current Board Positions

Ms. Dhawan currently serves as Independent Director on several prominent boards:

• Hindustan Unilever Limited
• Tech Mahindra Limited
• Ather Energy Limited
• Fractal Analytics Limited
• Capillary Technologies India Limited
• Capita PLC
• Nudge Lifeskills Foundation

Industry Recognition and Contributions

Leading business journals including Fortune, Forbes, and Business Today have recognized Ms. Dhawan as one of the Most Powerful Women in Business over several years. She served on the NASSCOM Executive Council from 2009 to 2017, contributing significantly to industry strategy and public policy frameworks.

Ms. Dhawan is actively involved in promoting diversity at work and women in technology, working on various initiatives to encourage STEM education for girls.

Regulatory Compliance

Delhivery has confirmed that Ms. Dhawan is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority, in compliance with regulatory requirements. The company has disclosed that she is not related to any existing Director of the Company, ensuring independence in her role. The disclosure was filed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.