1. We have audited the accompanying standalone financial statements
of Ashok Leyland Limited (“the Company"), which comprise the
Balance Sheet as at March 31, 2025, and the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements, including
material accounting policy information and other explanatory
information.

2. In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 (“the Act") in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March
31, 2025, and total comprehensive income (comprising of profit and
other comprehensive loss), changes in equity and its cash flows for
the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act. Our

responsibilities under those Standards are further described in
the “Auditor's responsibilities for the audit of the standalone
financial statements" section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

Other Information

5. The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the annual report, but does not include the standalone
financial statements and our auditors' report thereon. The annual
report is expected to be made available to us after the date of this
auditors' report.

Our opinion on the standalone financial statements does not cover
the other information and we will not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and take appropriate
action as applicable under the relevant laws and regulations.

Responsibilities of management and those charged with governance for

the standalone financial statements

6. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance, changes
in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards specified under Section 133 of the
Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give a true
and fair view and are free from material misstatement, whether
due to fraud or error.

7. In preparing the standalone financial statements, Board of Directors
is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
Board of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's responsibilities for the audit of the standalone financial

statements

8. Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditors' report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial
statements.

9. As part of an audit in accordance with SAs, we exercise professional
judgement and maintain professional scepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors' report to the
related disclosures in the standalone financial statements or,
if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to
the date of our auditors' report. However, future events or
conditions may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and content of
the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

10. We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

11. We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

12. From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditors' report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditor's Report) Order, 2020 (“the
Order"), issued by the Central Government of India in terms of sub¬
section (11) of Section 143 of the Act, we give in the Annexure B
a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

14. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

(b) I n our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books, except for the matters stated in

paragraph 14(h)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as amended).

(c) The Balance Sheet, the Statement of Profit and Loss (including
other comprehensive income), the Statement of Changes in
Equity and the Statement of Cash Flows dealt with by this
Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements
comply with the Indian Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations received from
the directors as on March 31, 2025, taken on record by the
Board of Directors, none of the directors is disqualified as on
March 31, 2025, from being appointed as a director in terms
of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 14(b) above on reporting under Section
143(3)(b) and paragraph 14(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014
(as amended).

(g) With respect to the adequacy of the internal financial controls
with reference to standalone financial statements of the
Company and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A".

(h) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion
and to the best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 3.9 to the standalone
financial statements.

ii. The Company was not required to recognise a provision
as at March 31, 2025 under the applicable law or Indian
Accounting Standards, as it does not have any material
foreseeable losses on long-term contract including
derivative contracts.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education and
Protection Fund by the Company during the year.

iv. (a) The management has represented that, to the best

of its knowledge and belief, other than as disclosed
in Note 3.19 to the standalone financial statements,
no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or
in any other person(s) or entity(ies), including foreign
entities (“Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether directly or indirectly, lend
or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company

(“Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(b) The management has represented that, to the best
of its knowledge and belief, as disclosed in Note
3.19 to the standalone financial statements, no
funds have been received by the Company from any
person(s) or entity(ies), including foreign entities
(“Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company
shall, whether directly or indirectly, lend or invest in
other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that we considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us
to believe that the representations under sub-clause
(a) and (b) contain any material misstatement.

v. The interim dividend declared and paid by the Company
during the year is in compliance with Section 123 of the
Act. Further, the Board of Directors of the Company has
approved a second interim dividend for the year and the
dividend declared is in accordance with Section 123 of
the Act to the extent it applies to declaration of dividend.

vi. Based on our examination, which included test checks,
the Company has used accounting software for

maintaining its books of account which has a feature
of recording audit trail (edit log) facility and that has
operated throughout the year for all relevant transactions
recorded in the software, except that the audit log of
modification does not contain (i) pre-modified values at
database level and (ii) the changes made by certain users
with specific access at database and application level.
During the course of performing our procedures, other
than the aforesaid instances of audit trail not maintained
where the question of our commenting does not arise,
we did not notice any instance of audit trail feature being
tampered with. Further, the audit trail, to the extent
maintained in the prior year, has been preserved by the
Company as per the statutory requirements for record
retention.

15. The Company has paid/ provided for managerial remuneration
in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Baskar Pannerselvam

Partner

Membership Number: 213126

UDIN: 25213126BMODGJ5147

Place: Chennai

Date: May 23, 2025