Delhivery Limited has informed stock exchanges about a significant GST-related development affecting its subsidiary Spoton Logistics Private Limited. The logistics major disclosed receiving an appeal order that imposes substantial tax demands on its subsidiary operations.

GST Appeal Order Details

Spoton Logistics Private Limited, a subsidiary of Delhivery Limited, has received an appeal order from the Office of the Commissioner (Appeals), Gurugram under Section 107(11) of the Central Goods and Services Tax Act, 2017 and Haryana Goods and Services Tax Act, 2017. The order covers a five-year period from FY2017-18 to FY2021-22.

Nature of Violation

The GST demand has been raised on account of alleged short payment of tax under the reverse charge mechanism. This mechanism requires the recipient of goods or services to pay GST directly to the government instead of the supplier in certain specified transactions.

Company's Response and Impact Assessment

Delhivery has indicated that Spoton Logistics will be filing an appeal against the order with the appropriate appellate authority. The company has assessed that there is no material impact on the financials, operations, or other activities of Delhivery Limited despite the substantial amount involved.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015. The information has been provided to both BSE Limited and National Stock Exchange of India Limited, with the disclosure also being hosted on the company's website at www.delhivery.com .

The disclosure was signed by Madhulika Rawat, Company Secretary and Compliance Officer, on January 15, 2026, ensuring timely communication to stakeholders about this regulatory development affecting the subsidiary's operations.

Delhivery Limited has completed the allotment of 1,96,962 equity shares following the exercise of vested employee stock options, as approved by the company's Stakeholders' Relationship Committee on January 09, 2026. The allotment represents the conversion of stock options across three employee benefit schemes and resulted in an increase in the company's paid-up share capital.

Share Allotment Breakdown

The total allotment of 1,96,962 equity shares was distributed across three distinct Employee Stock Option Plans:

All shares carry a face value of ₹1.00 each and are fully paid-up. The newly allotted equity shares rank pari-passu with the existing equity shares of the company in all respects.

Exercise Pricing Structure

The options were exercised at varying price points depending on the scheme and grant terms:

ESOP 2012 Exercise Prices:

• 500 options at ₹0.10 each
• 1,37,942 options at ₹1.00 each
• 12,000 options at ₹16.28 each
• 19,020 options at ₹29.85 each

ESOP II 2020 and ESOP III 2020:

• 2,500 options at ₹0.10 each (ESOP II 2020)
• 25,000 options at ₹0.10 each (ESOP III 2020)

Financial Impact

The exercise of these stock options generated ₹9.04 lakh in proceeds for the company. Consequently, Delhivery's paid-up share capital has increased from ₹74,80,95,781 to ₹74,82,92,743.

Regulatory Compliance and Terms

The allotment was conducted in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The employee stock option schemes comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Key features of the ESOP terms include provisions for handling options in cases of death, permanent incapacity, resignation, termination, or retirement. The schemes also incorporate adjustment mechanisms for corporate actions such as rights issues, bonus issues, share splits, or reorganizations. Importantly, the equity shares allotted through option exercise are not subject to any lock-in restrictions and can be freely traded upon allotment.