COMPANY'S PERFORMANCE

Your Company continues to benefit from the ongoing upcycle in the Commercial Vehicle (CV) industry in India, now in its fifth year. Overall, CV Total Industry Volume (TIV) dropped marginally by 1.2% year-on-year (YoY) after a flat FY24, where TIV grew by 0.6%. The Medium and Heavy Commercial Vehicle (MHCV) segment remained stable, with MHCV buses registering strong growth of 23.4%, while the Light Commercial Vehicle (LCV) segment declined by 2.0%. CV exports rebounded by 23.0% after two consecutive years of decline in TIV.

Your Company sold 114,793 M&HCVs in the domestic market (21,253 M&HCV Buses and 93,540 M&HCV Trucks including Defence vehicles), registering a degrowth of 1.1% over last year. LCV with sales of 65,049 vehicles dropped by 2.4% compared to previous year.

Your Company's sale in M&HCV Trucks segment (excluding Defence vehicles) in India declined by 5.2% to 91,960 units in FY25, compared to 96,995 units in FY24. Your Company's key product launches done in FY25 for MHCV Trucks (Domestic) include Ecomet 1615 Tipper, 1916 FES, AVTR 3522 CNG. These have helped in consolidating market position in respective segments. Your Company's sale in M&HCV Bus segment (excluding Defence & EV vehicles) in India grew by 18.3% to 21,249 units in FY25, as compared to 17,956 units in FY24 driven by strong demand from STUs, Inter-city & mofussil segments. The key product launches done in FY25 for MHCV Bus (Domestic) include Oyster Vi CNG & V Max NAC and Lynx Smart NA CNG chassis. Your Company added 108 new outlets and 706 bays during the year with 50% of new outlets from North & Central regions. On the customer service side, your Company is working to set up world class infrastructure and processes, launched multiple initiatives to enhance customer experience, transforming service workshop operations and enhancing our breakdown & at-site support.

In LCV, your Company achieved sales of 65,049 down 2.4% compared to last year. Your Company expanded its presence to 2-4T in SCV segment with the launch of BADA DOST i5 thereby increasing our addressable LCV market size to 53.6%. We continued to be the No. 2 player in 2-4T segment overtaking TML. We remain focused on being profitable, while delivering best-in-industry SSI/CSI, lowest defects per vehicle, best-in-class warranty and service retention. 12 dealerships and 81 secondary outlets were added taking the network coverage to a total of 160 primary & 665 secondary outlets. We launched SAATHI to upgrade sub 2T customers from our GARUDA platform. We upgraded and launched two new products under the existing DOST Platform DOST XL & DOST+ XL and gave a new look to the existing DOST cabin with the launch of RT cabin in Jan'25. Similarly, your Company launched LNT version of BADA DOST i4.

In IO, your Company registered strong growth of 28.7% to 15,255 units in FY25, as compared to 11,853 units in FY24. Your Company prioritized focus in GCC region, appointed a new distributor in Central KSA in its efforts to diversify its customer base. Political turmoil in Bangladesh, forex challenges in Nigeria and Ghana contributed to decline in TIV. In South Africa, your Company entered into partnership with Hall Mark Group and 30 new touchpoints was established. Launch of the Leo model in Bangladesh allowed your Company to capture significant market share in the sub-2-ton segment. Notably, your Company achieved the milestone of becoming India's No. 1 commercial vehicle exporter in Q3FY25.

Your Company registered growth of 1.7% to 32,930 engines in PSB compared to previous year, mainly driven by growth in industrial and agricultural segment. Powergen segment remained subdued on account of CPCB4 emission shift since Jul'24. Your Company supplied 1,584 units of completely built-up units (CBUs) and 884 VFJ kits. Some highlights include delivery of 944 nos. FAT (TOPCHI) 4x4 and 263 nos. LRV 4x4. Highlights of performance are discussed in detail in the Management Discussion and Analysis Report attached as Annexure F to this Report. During the year, there has been no change in the nature of the business of the Company.

SHARE CAPITAL

During the year under review, the Nomination and Remuneration Committee (NRC) had allotted 2,00,000 equity shares of face value

` 1/- each upon exercise of stock options granted under Ashok Leyland Employees Stock Option Plan 2016. Consequent to the above allotments, the paid-up equity share capital of the Company stands at ` 293,65,27,276/- divided into 293,65,27,276 equity shares of ` 1/- each.

BONUS ISSUE

The Board of Directors at their meeting held on May 23, 2025, have recommended Issue of Bonus equity shares in the ratio 1 : 1 i.e. 1 (One) equity shares of ` 1/- each for every 1 (One) full paid-up equity share of ` 1/- each held by the shareholders as on record date, subject to the approval of members through Postal Ballot thereby capitalizing a sum not exceeding ` 293.65 Crores out of capital redemption reserves and / or securities premium received in cash and / or free reserve and / or retained earnings of the Company, as may be considered appropriate.

DIVIDEND

The Board of Directors at their meeting held on November 8, 2024 had declared an interim dividend of ` 2/- per equity share for the financial year ended March 31, 2025 involving an outflow of ` 587.29 Crores. Further, the Board of Directors at their meeting held on May 16, 2025 declared a second interim dividend of ` 4.25/- per equity share for the financial year ended March 31, 2025 involving an outflow of ` 1,248.02 Crores.

With this, for the FY 2024-25 the Company has paid two interim dividends aggregating to ` 6.25 per share of face value ` 1/- each. Having regard to the facts and circumstances, the interim dividends may be considered as final dividend.

The Dividend Distribution Policy framed in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is hosted on the Company's website in the link as provided in page no. 61 of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General reserve out of the profits available for appropriation.

FINANCE

.

(a) Non-Convertible Debentures (NCDs)

During the year under review, no fresh Non-Convertible Debentures (NCDs) were issued by your Company. No redemption of NCDs were made during the year.

(b) Rupee Term Loans

Fresh rupee term loans of ` 247 Crores were availed during the year. Your Company has repaid ` 305 Crores on due dates as per the repayment schedule and prepaid ` 95 Crores as permitted under . the terms of the loan agreement.

(c) External Commercial Borrowings (ECBs)

During the year under review, your Company has not availed any fresh ECBs. Your Company has repaid ` 288.73 Crores on due dates as per the repayment schedule and terms of the loan agreement. As at March 31, 2025, long term borrowings stood at ` 1,286.11 Crores as against ` 1,771.31 Crores on March 31, 2024. Details pertaining to the credit rating of the debt instruments are provided . in the Corporate Governance report.

HUMAN RESOURCES

At Ashok Leyland we continue to thrive with an agile, inclusive, and future-ready workforce aligned with the Company's vision and purpose. Our strategic focus revolved around 5 core pillars: Strengthening Organizational Culture, Building Strong Leadership Pipeline, enabling a Future-Ready Talent Ecosystem, creating an inclusive Environment, and Accelerating Digital HR Transformation to deliver outstanding employee experience and enhance our Company's brand.

Key initiatives:

In line with the continued roll-out of “The AL Way,” we strengthened our culture-building efforts by embedding purpose and values across all employee touchpoints. We achieved significant milestones in diversity . and inclusion, reaching our interim gender diversity target of 9.5%, and institutionalizing leadership accountability for DEI outcomes. This year we have recorded we touched 50% of diversity hiring. This milestone underscores our unwavering dedication to fostering a more inclusive, equitable, and diverse workforce. We launched a women-centric line at our Foundry unit in Sriperumbudur to celebrate and empower our women force.

On the talent front, - Learning & Development initiatives clocked over 2.27 lakh learning hours, enabling employees across levels to grow through customized journeys like Leadership Trails, Base camp, Situational Leadership, and other function-specific programs. We continued our emphasis on leadership development and succession planning to strengthen our internal pipeline. Bespoke programs were undertaken to groom talent for the future. Coaching based developmental approach was adopted for identified N-1/N-2 successors leaders to groom them for the targeted succession role. Eight executives, identified as successors for N-1 and N-2 roles, were assigned coaches. The process involved identifying development needs through a self-assessment tool, 360-degree feedback, manager inputs, and the formulation of development goals. These interventions are reviewed as part of the Talent Review by the leadership team.

To deepen our long-term talent pipeline, Business Leadership Program (BLP) was launched by identifying top Twenty-four executive using a structured and robust internal talent identification model. The focus of BLP is to develop future CXOs for the organization from a 3-5 year horizontal and ensure talent readiness to usher the business forward in the future. The developmental journey started in Q3 of FY 25 and will culminate in about 18 months with various experiences targeting whole person development (Mind-Body-Soul).

In parallel, Technology Leadership Program (TLP), developed in collaboration with IISc and IIM-Bangalore, is equipping our product development managers with essential techno-managerial capabilities, ensuring they are prepared to lead in a rapidly evolving technology landscape.25 TLP executives graduated from TLP in Q4 of FY25. With focus on agility and simplicity, the Performance Management framework was revamped ensuring clarity and impact for all stakeholders. Real-time data tracking and data-driven decision-making, was enabled through launch of live dashboards, fostering a culture of transparency and agility in decisions.

In line with our commitment to labour relations and employee welfare, we successfully concluded the wage settlement at our Sriperumbudur Foundry Division. Further, we signed an MoU with the Ministry of Skill Development, Uttarakhand to onboard 1000 apprentices annually at our Pantnagar Plant.

We have been recognised by NATCON- NIPM, EFSI and SICCI for outstanding and proactive IR Practices.

EMPLOYEE HEALTH & SAFETY (EHS)

In the journey towards building Safety culture, your Company embraced the Behavior Based Safety (BBS) Program which is a proactive and data- driven approach to enhance workplace safety by focusing on employee's action and behaviors. Training imparted to 108 master trainers covering all plants and functions who further train others for effective BBS implementation at the respective plant.

The “Manthan 3.0” initiative, initiated by your Company last year focusing on Operational Excellence Company-wide with the aim of ‘Zero Harm' is progressing well with a reduction of Occupational injury by 46% in FY25 compared to FY24. Through this initiative, DE-RISK strategy were formed and programs were implemented to foster a safety culture across Ashok Leyland, resulting in reduction of risks and incidents of personnel injuries.

Your Company designates Monthly risk prevention theme to concentrate on effective safety communication. Daily EHS bite in three languages, based on the monthly theme, are disseminated across all manufacturing sites to bolster awareness. Additionally, tailored training is provided to relevant stakeholders aligning with the monthly themes. It is noteworthy, to mention that one of the plants has been awarded under Platinum category, which is the highest on EHS process maturity excellence in the assessment carried out by M/s CII. Including the Platinum award, your Company has received 14 awards from M/s CII on EHS (Platinum-1, Gold-3, Silver-3 & Special category-7). AL Ennore was awarded the Tamilnadu Green Champion Award by Government of Tamilnadu. These awards not only elevate the public profile but also drive continual improvement by setting benchmarks against industry peers. Your Company has instituted rigorous monitoring and review mechanism of EHS performance through the EHS council meetings on a monthly basis. The three distinct verticals Environment, Health, and Safety within our corporate EHS function harnessed management's vision, effectively tracked progress, and facilitated the achievement of our set targets. Environment Metrics in alignment with short term and long term goals aligned with SBTi has been framed. Health & Safety is monitored through tracking of leading and lagging indicators. Apart from taking the projects for implementation, your Company has shared the learnings and audit findings with all of its other plants for horizontal deployment.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

The Annual Report of the Company contains a certificate by the Managing Director and Chief Executive Officer (MD & CEO) in terms of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI Listing Regulations) on the compliance declarations received from the Directors and the Senior Management personnel and is attached as Annexure. The Corporate Governance Report is attached as Annexure C to this Report.

The Company has obtained a certificate from a Practising Company Secretary confirming compliance with the Corporate Governance requirements, as per SEBI Listing Regulations. The certificate in this regard is attached as Annexure D to this Report.

The certification from MD & CEO / Chief Financial Officer as required under the SEBI Listing Regulations is attached as Annexure G to this Report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Your Company's strategic journey from compliance to competitive sustainability underscores a commitment to responsible business practices and delivering meaningful outcomes through impactful initiatives. Embedded within this strategy is a bold ESG vision with ambitious targets achieving carbon neutrality for operations and RE100 by 2030 and net-zero emissions by 2048.

Remarkable progress has been made in renewable energy, with the footprint rising from 61% in FY24 to 69% in FY25, driven by a 26 MW solar capacity addition in FY25, and is slated to reach 80% by FY26. Sustainable water initiatives have boosted rainwater utilization from 2% in FY24 to 14% in FY25, achieving 51% self-reliance. Your Company attained Platinum certification from M/s IRClass for achieving “Zero Waste to Landfill” and also met 100% compliance for Extended Producer Responsibility (EPR) targets, fulfilling 80% internally.

Futuristic vehicles showcased include India's first electric Port Terminal Tractor and Switch's category-leading 7.5T GVW LCV Truck at Bharat Auto Expo. Customer pilots with advanced BEVs, hydrogen fuel cell buses, and LNG trucks have accelerated decarbonization pathways. Life Cycle Assessment Pilots have further uncovered emission reduction opportunities. Plans for Registered Vehicle Scrappage Facilities (RVSF) reflect your Company's alignment with the circular economy. The Road to School (RTS) program has transformed the lives of 2,76,584 children across 7 states. With the establishment of the Ashok Leyland Foundation, aspirations to impact 1 million children are within reach. Gender diversity goals are progressing, with representation rising to 9.52% in FY25, targeting 10% by FY26. Driver initiatives have trained 2.78 lakh drivers and placed 6,437 through comprehensive programs, while “Re-AL,” the e-marketplace for used vehicles, onboarded 2,229 users and listed 1,978 pre-owned vehicles, offering greater transparency. Sustainability reporting is aligned with value creation models, supported by robust disclosure frameworks alongwith assurance of BRSR Reports by M/s DNV. Your Company has also pioneered ESG data collection across top suppliers to support their decarbonization efforts well ahead of regulatory schedules to help drive their sustainability agenda. Achieved distinguished rankings and rated high by prestigious ESG rating agencies in India and globally in the Heavy Machinery and Trucks sector, affirms your Company's leadership.

Engaging with forums like C40, LeadIT, CII, TERI, CDP, FICCI, SIDBI, your Company is actively shaping the ecosystem for sustainability while driving transformative change. This approach underscores the impact and innovation inherent in your Company's sustainability journey.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as Annexure J to this Report and is available in the website of the Company at www.ashokleyland.com. DNV Business Assurance India Private Limited (“DNV”) has provided reasonable assurance on BRSR Core indicators. Assurance engagement has been carried out in accordance with DNV's VeriSustain protocol, which is based on their professional experience and international assurance practice, and the international standard in Assurance Engagements, ISAE 3000 (revised) - Assurance Engagements other than Audits or Reviews of Historical Financial Information. DNV's Verisustain Protocol has been developed in accordance with the most widely accepted reporting and assurance standards.

Reasonable level of assurance has been provided for the Core Indicators of BRSR while limited level of assurance has been provided for the other Non-Financial disclosures of BRSR.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) and SEBI Listing Regulations, the Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India, is attached to this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has 39 Subsidiaries, 6 Associates and 4 Joint Ventures as on March 31, 2025. Hinduja Leyland Finance Limited (“HLFL”) is a material subsidiary of the Company.

During the year under review, the Company, had invested a sum of ` 1 Lakh, in Ashok Leyland Foundation, a wholly-owned subsidiary of the Company.

During the year, the Company had invested a sum of ` 200 Crores in Hinduja Leyland Finance Limited (HLFL), thereby increasing its stake in HLFL to 61.12%.

During FY 2022-23, the Board of Directors of HLFL had approved the Scheme of Merger by absorption of HLFL into NXTDIGITAL Limited (currently NDL Ventures Limited), subject to the receipt of approvals from various statutory and regulatory authorities, respective shareholders and creditors, at a share exchange ratio of Twenty-five equity shares of face value of ` 10/- each of NDL Ventures Limited for every Ten equity shares of face value of ` 10/- each held in HLFL.

In this regard, HLFL has reapplied for necessary approvals from RBI, which is currently under process. After the approval of RBI, HLFL would seek necessary approvals from various statutory and regulatory authorities, respective shareholders for swap ratios and approvals from creditors. During the year, the Company had invested an amount of ` 10 Crores in equity shares of Gro Digital Platforms Limited, a subsidiary, ` 5.09 Crores in equity shares of HR Vaigai Private Limited, an Associate and ` 3.20 Crores in the equity shares of Ashley Aviation Limited, a wholly owned subsidiary. On March 27, 2025, the Company had invested a sum of ` 498.76 Crores in Optare Plc., UK, thereby increasing its stake in Optare Plc., to 93%. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies

(Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, associates and joint ventures in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website in the link as provided in page no. 61 of this Annual Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website in the link as provided in page no. 61 of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendations / approvals by the Nomination and Remuneration Committee and the Board of Directors at their meeting held on May 24, 2024 & Circular resolution dated June 4, 2024 the following were the changes made to the Board and Key Managerial Personnel: Re-appointed Mr. Dheeraj G Hinduja as Executive Chairman, liable to retire by rotation, for a period of two years with effect from November 26, 2024.

Re-designated Mr. Gopal Mahadevan from Whole Time Director and Chief Financial Officer to Director - Strategic Finance and M&A, who shall be liable to retire by rotation, for a period of two years with effect from May 24, 2024. His term of office as Chief Financial Officer ceased on May 31, 2024.

Appointed Dr. V Sumantran (DIN: 02153989) as an Additional Director (Non-Executive, Independent) of the Company with effect from May 24, 2024.

Approved re-appointment of Mr. Saugata Gupta (DIN: 05251806) as an Independent Director for a second term of five years commencing from November 8, 2024.

Appointed Mr. Thomas Dauner (DIN: 10642122) as an Additional Director (Non-Executive, Independent) of the Company with effect from June 4, 2024 for a term of five consecutive years. Appointed Mr. K M Balaji as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. June 1, 2024. Appointment / reappointment of Directors as mentioned above were approved by the shareholders at the Annual General Meeting (AGM) held on July 25, 2024 Dr. C Bhaktavatsala Rao stepped down from the Board as Non-Executive Non-Independent Director with effect from July 31, 2024. During the year under review, Prof. Dr. Andreas H Biagosch (DIN: 06570499), Mr. Sanjay K Asher (DIN: 00008221) and Mr. Jean Brunol (DIN: 03044965) ceased to be Independent Directors with effect from the July 25, 2024, consequent to their completion of second term as Independent Directors. The Board hereby places its profound appreciation for Dr. C Bhaktavatsala Rao, Prof. Dr. Andreas H Biagosch and Mr. Jean Brunol for their contribution to the Company during their term as Directors on the Board of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors vide circular resolution on August 14, 2024 had appointed Mr. Sanjay K Asher (DIN: 00008221) as Director (Non- Executive Non-Independent) of the Company, liable to retire by rotation, with effect from August 14, 2024 and his appointment was approved by the shareholders through Postal Ballot on October 23, 2024. Mr. Gopal Mahadevan, Director retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The resolution seeking approval of the Members for his re-appointment has been incorporated in the Notice convening the AGM of the Company along with brief details about him.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and they have registered their names in the Independent Directors' Databank. Further, there has been no change in the circumstances which may affect their status as Independent Directors during the year.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise, experience and proficiency. The terms and conditions of appointment of the Independent Directors are placed on the website in the link as provided in page no. 61 of this Annual Report.

The Company has disclosed the Director's familiarization programme on its website in the link as provided in page no. 61 of this Annual Report. During the year, Non-Executive Directors had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending meetings of the Company and corporate action entitlements in their capacity as Members of the Company.

Pursuant to the provisions of Section 2(51) and 203 of the Act, as on the date of this report, the Key Managerial Personnel of the Company are Mr. Shenu Agarwal, Managing Director and Chief Executive Officer, Mr. K M Balaji Chief Financial Officer and Mr. N. Ramanathan, Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) for the financial year ended March 31, 2025, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 the financial year ended March 31, 2025; c) proper and enough care has been taken 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; d) the annual financial statements have been prepared on a going concern basis; e) proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) proper systems devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS Statutory Auditor:

The Board of Directors at their meeting held on May 19, 2022 reappointed M/s. Price Waterhouse & Co Chartered Accountants LLP

(FRN 304026E/E-300009) (PWC) as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years from the conclusion of 73^rd AGM till the conclusion of 78^th AGM and was subsequently approved by the Members at the AGM held on July 29, 2022.

The Statutory Auditor's report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or any disclaimer. During the year, there were no instances of fraud reported by the Statutory Auditors as per Section 143(12) of the Act.

Cost Records and Cost Auditor:

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. The Board of Directors had appointed M/s. Geeyes & Co., (Firm Registration No.: 000044), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended March 31, 2025. The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.

The remuneration of the Cost Auditors for the FY 2024-25 has been placed before the Members for ratification / approval through Postal Ballot.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on November 8, 2024 approved the appointment of Ms. B. Chandra (ACS No.: 20879, CP No. 7859), Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit report for the financial year ended March 31, 2025 is attached as Annexure H to this Report. The Secretarial Audit report does not contain any qualification, reservation, adverse remark or any disclaimer. Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of M/s. B Chandra & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2017TN065700) as Secretarial Auditors of the Company, for a term of 5 (Five) consecutive years from the conclusion of ensuing AGM till the conclusion of 81^st (Eighty First) AGM of the Company to be held in the Year 2030, for approval of the shareholders at the ensuing AGM of the Company. Brief resume and other details of M/s. B Chandra & Associates, Company Secretaries in Practice, are separately provided in the explanatory statement to the Notice of AGM.

M/s. B Chandra & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act and SEBI Listing Regulations.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from Ms. B. Chandra, Company Secretary in Practice, Chennai and the same will be submitted to the Stock Exchanges within the prescribed time. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

The Secretarial Audit of HLFL, the material subsidiary for the Financial Year 2024-25 has been duly completed. However, the Secretarial Audit Report is yet to be approved by the HLFL Board. HLFL has confirmed in writing that the Secretarial Audit Report does not contain any qualification or adverse remarks.

SECRETARIAL STANDARDS

The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI).

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with section 134(3) of the Act, the Annual Return as at March 31, 2025 is available on the Company's website in the link as provided in page no. 61 of this Annual Report.

OTHER LAWS

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy in this regard to ensure a free and fair enquiry process on complaints received from employees about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were 4 complaints received / filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and all the complaints have been resolved after following the due process as required under the policy / Act.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

Your Company is in compliance with applicable Rules and Regulations of Foreign Exchange Management with regard to Downstream Investments made by it.

BOARD MEETINGS HELD DURING THE YEAR

During the year, 6 (Six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure C to this Report.

REMUNERATION POLICY

The objective of the Remuneration Policy is to attract, motivate and retain competent individuals that the Company needs, to achieve its strategic and operational objectives, whilst recognising the societal context around remuneration and recognizing the interests of Company's stakeholders. The Remuneration Policy provides a framework for remuneration of Directors, Key Managerial Personnel, Senior Executives, other employees and workmen.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the Company's website in the link as provided in page no. 61 of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure B to the Board's Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the Nomination and Remuneration Committee (‘the Committee') of the Company at its meeting held on May 23, 2024 and through Circular Resolution passed on November 22, 2024, totally approved the allotment of 2,00,000 equity shares of face value ` 1/- each upon exercise of stock options granted under Ashok Leyland Employees Stock Option Plan 2016.

During the year, Nomination and Remuneration Committee has not granted any options to the employees of the Company under the Ashok Leyland Limited Employee Stock Option Plan 2016 and Ashok Leyland Limited Employee Stock Option Plan 2018 (AL ESOP 2016 and AL ESOP 2018). Both these Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Disclosure with respect to AL ESOP 2016 and AL ESOP 2018 of the Company is available on the Company's website in the link as provided in page no. 61 of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, the Board of Directors has carried out performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached as Annexure C to this report.

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

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the FY 2024-25 are given in Note No. 3.8 of the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (RPTs) as approved by the Board which is available on the Company's website in the link as provided in page no. 61 of this Annual Report.

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis and were placed and approved by the Audit Committee. During the FY 2024-25, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the provisions of the Act. Hence, the disclosure of related party transactions in Form AOC- 2 is not applicable.

During the FY 2024-25, there were no materially significant transactions with the related parties, which were in conflict with the interests of the Company and that require an approval of the Members in terms of the SEBI Listing Regulations. Suitable disclosures as required under IND AS 24 have been made in Note No. 3.8 of the Notes to the financial statements. During the year ended March 31, 2025, the approval of the Members was obtained for the material RPTs (under SEBI Listing Regulations) for RPTs by the Company with (1) Switch Mobility Automotive Limited for the FY 2024- 25 (2) TVS Mobility Private Limited for the FY 2025-26 (3) Switch Mobility Limited, U.K., for the FY 2024-25 (4) TVS Vehicle Mobility Solution Private Limited for the FY 2024-25 and FY 2025-26 (5) TVS Trucks and Buses Private Limited for the FY 2024-25 (6) AML Motors Private Limited. for FY 2023-24 & FY 2024-25 (7) between Switch Mobility Automotive Limited and OHM Global Mobility Private Limited for the FY 2024-25. The proposals with respect to Material RPTs (under SEBI Listing Regulations) by the Company with Switch Mobility Automotive Limited for the FY 2025-26, with TVS Vehicle Mobility Solutions Private Limited for the FY 2026-27, with AML Motors Private Limited for the FY 2025- 26, with TVS Trucks and Buses Private Limited for the FY 2025-26 and between Switch Mobility Automotive Limited and OHM Global Mobility

Private Limited for the FY 2025-26 are being proposed and placed before the Members for approval and forms part of the notice of AGM.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company's CSR policy is available on the Company's website in the link as provided in page no. 61 of this Annual Report. The composition of the CSR Committee is disclosed in the Corporate Governance Report. The initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report.

During the year under review, the Company spent ` 35.27 Crores on CSR activities which was over and above over the requirement under the Act. Further, the Board has taken on record the certificate from the head of Financial Management that CSR spends of the Company for FY 2024-25 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

COMMITTEES

As at March 31, 2025, the Company has Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Environmental, Social and Governance Committee, Corporate Social Responsibility Committee, Technology and Investment Committee, Shares Committee, Fund-Raising Committee and Committee of Directors for making political contributions. Details of the composition of the Board and its Committees are provided in the Corporate Governance Report attached as Annexure C to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower and the same is available on the Company's website in the link as provided in page no. 61 of this Annual Report. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure C to this Report.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

OTHER CONFIRMATIONS

There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there are no instances of one-time settlement with any Bank or Financial Institutions.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed a proper and adequate internal control system to ensure the following viz. a) adherence to Company's policies, b) safeguarding of assets, and c) that transactions are accurate, complete and properly authorized prior to execution. Details are provided in Management Discussion and Analysis Report in Annexure F to this report.

RISK MANAGEMENT

Your Company has established a robust Enterprise Risk Management (ERM) framework embodying the principles of COSO ERM framework 2017 and ISO 31000 standard that fosters a sound risk management culture to facilitate informed decision making. This framework has been further enhanced through benchmarking.

The ERM process is overseen by the Risk Management Committee of the Board, which ensures that the Company has an appropriate and effective framework for managing and reporting enterprise risks. The details of risk management as practised by the Company are provided as a part of the Management Discussion and Analysis Report which is attached as Annexure F to this report.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company taking cognizance of the increase in Global warming and reducing Earth Overshoot Day has taken actions to reduce its foot print in the consumption of all types of resources such as, Energy, Water, Packing materials such as plastics, wood & carton boxes and other raw materials by adapting 5R principles viz., Refuse, Reduce, Reuse, Repurpose and Recycle. Your Company has committed itself to Science Based Target initiatives (SBTi) to become Carbon Neutral in plant operations by 2030 and Net Zero by 2048.

Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure A to this Report.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the Company's employees for their dedicated service and firm commitment to pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support of the Government of India, Governments of various States in India, bankers, financial institutions, customers, dealers and suppliers and also, the valuable assistance and advice received from the joint venture partners, Hinduja Automotive Limited, the Hinduja Group and the Members. We look forward to the continued support of all the partners in our progress.