Your Directors have pleasure in presenting the Annual Report of Ashok Leyland Limited ("AL"/ “the Company") along with the Audited Financial
Statements for the financial year ended March 31, 2025.

financial results

( inCrores]

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.

Long term funding

(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.

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
re-appointed 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.

For and on behalf of the Board of Directors

London Dheeraj G Hinduja

May 23, 2025 Executive Chairman