ashok leyland ltd Directors report

To the Members,

PERFORMANCE / OPERATIONS

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, 2023.

FINANCIAL RESULTS

(Rs in Crores)

		Standalone		Consolidated
	2022-23		2021-22	2022-23	2021-22
Revenue from operations	36,144.14		21,688.29	41,672.60	26,237.15
Other Income	116.14		76.13	110.77	86.81
Total Income	36,260.28		21,764.42	41,783.37	26,323.96
Profit/(Loss) before tax	2,110.40		527.61	2,268.59	(199.59)
Less: Tax expenses/(Credit)	730.29		(14.22)	906.93	85.86
Profit/(Loss) after tax	1,380.11		541.83	1,361.66	(285.45)
Balance profit from last year	3,798.94		3,459.91
Profit available for appropriation	5,179.05		4,001.74
Appropriation:
Dividend paid during the year	(293.55)		(176.13)
Transition adjustment and other adjustment
Other Comprehensive (Loss)/Income arising from remeasurement of defined benefit plan (net of tax)	(10.36)		(26.67)
Balance of profit carried to Balance sheet	4,875.14		3,798.94
Earnings per share (Face value of Rs 1/-)
- Basic (Rs)	4.70		1.85	4.23	(1.22)
- Diluted (Rs)	4.70		1.84	4.22	(1.22)

Companys PERFORMANCE

In FY23, the Commercial Vehicle market (MHCV & LCV) in India further grew by 34.3% YoY in total industry volumes (TIV) after increasing by 26.0% in the previous year to 962,468 units from 716,566 units. This growth was led by 49.2% growth in M&HCV segment which grew to 359,003 units from 240,577 units. The LCV segment grew by 26.8% to 603,465 units from 475,989 units in FY22.The growth this year was led by M&HCV segment which grew faster while LCV segment grew by 26.8%. On the other hand, the exports was less by 14.8% over last year at 78,645 units from 92,297 units last year.

Your Company sold 114,247 M&HCVs in the domestic market (10,767 M&HCV Buses and 103,480 M&HCV Trucks including Defence vehicles), registering a growth of 75.5% over last year. LCV with sales of 66,669 vehicles grew by 27.7% over the previous year.

Your Companys sale in M&HCV Trucks segment (excluding Defence vehicles) in India grew by 68.6% to 102,753 units in FY23, as compared to 60,947 units in FY22. Your Company launched key products in MHCV - Trucks (Domestic) that include Ecomet Star 1815HE, the first-inindustry 2620 6X2 LA, Partner Super, 42T & 44T Tractors which helped AL consolidate market position in respective segments. Your Companys sale in M&HCV Bus segment (excluding Defence vehicles) in India grew significantly to 10,764 units in FY23, from 3,018 units in FY22 consequent to revival in bus demand. Your Company launched key products in MHCV - Bus (Domestic) that include 13.5M Intercity coach, Oyster ZX, Viking CNG, LS&LT CNG. Your Company launched RsELITERs - Key Account Engagement Program for its MHCV customers while Digital Initiative RsLeyKartRs partnered with India Post to service all pin-codes across India. The Aftermarket business showed a growth of 22.0% over last year. Your Company added 75 new outlets during the year, bringing the total count

to 805 AL touch-points with continued focus on Northern and Eastern regions of India.

In LCV, your Company achieved highest ever sales of 66,617 vehicles registering a growth of 27.6% over last year with launches of two new products under the Bada Dost platform - Bada Dost i1 (2.5T) & Bada Dost i2 (2.8T). FY23 saw launch of several new initiatives like micro dealerships, rural marketing focus and support for used vehicles, all of which are aimed at further increasing market penetration. 23 new dealerships and 80 new secondary outlets were added taking the network coverage to a total of 617 outlets. In IO, your Company grew marginally by 2.5% to 11,289 units in FY23, as compared to 11,014 units in FY22. SAARC, which contributes to 56% of the sales, saw a 51% drop in TIV. Most African countries too faced severe headwinds in terms of currency depreciation and forex availability leading to severe cut in the import of CVs. On the other hand, GCC was the market that grew by 55% in TIV, boosted by increased infra spending backed by elevated crude oil prices and post-covid pent up demand for school buses.

Your Company has achieved sales of 22,925 engines in Power Solutions Business supported by new business development with corporates and equipment manufacturers. Your Company supplied 782 units of completely built-up units (CBUs) in the Defence segment. Some highlights include seeding BAGH variants in DGBR (Directorate General Border Roads); Supply of Superstallion 4x4 (RIV - Rapid Intervention Vehicle) to Indian Navy and delay in VFJ kits RFP due to MoD Policy change from direct indent to trade route.

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) issued and allotted 6,00,000 equity shares of face value Rs 1/- each upon exercise of stock options granted under Ashok Leyland Employees Stock Option Plan 2016.

Consequent to the above allotment, the paid-up equity share capital of the Company stands increased from Rs 2,935,527,276/- divided into 2,935,527,276 equity shares of Rs 1/- each to Rs 2,936,127,276/- divided into 2,936,127,276 equity shares of Rs 1/- each.

DIVIDEND

In line with the policy, your Directors have recommended a dividend of Rs 2.60/- per equity share of face value of Rs 1/- each for the financial year ended March 31, 2023 involving an outflow of Rs 763.39 Crores.

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 Companys website at https://www.ashokleyland.com/backend/in/wp-content/uploads/ sites/2/2021/01/Dividend Distribution Policy.pdf#toolbar=0

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 amounts to the general reserve out of the amount available for appropriation.

FINANCE

Long term funding

(a) Secured Non-Convertible Debentures (NCDs):

During the year under review, no fresh NCDs were issued by your Company. No redemptions were made during the year.

(b) Rupee Term Loans:

No fresh rupee term loans were availed during the year. Your Company has repaid Rs 137.50 Crores on due dates as per the repayment schedule and 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 Rs 238.44 Crores on due dates as per the repayment schedule and terms of the loan agreement.

As at March 31, 2023, Long term borrowings stood at Rs 2,913.47 Crores as against Rs 3,245.25 Crores on March 31, 2022. Details pertaining to the credit rating of the debt instruments are provided in the Corporate Governance report.

HUMAN RESOURCES

We at Ashok Leyland pride ourselves of providing opportunities regardless of race, gender, ability and background. While our vision, mission and values form the bedrock on which our promise is built, it is our strong and positive culture that enables us to work towards

that common goal. We continue to groom talent with the requisite competencies to empower them to perform their roles effectively, while we continue to drive diversity, inclusion and equity in our workplace.

Some of the key people initiatives undertaken during the year include:

• Defining the “The Ashok Leyland Way" and the purpose of “Transforming Lives & Businesses through Leadership in Mobility". This was cascaded to executives in the organization through selected Culture Champions, who were trained on RsThe Ashok Leyland WayRs- Purpose, Culture and Values workshop. This was further reinforced through a sustained RsinternalRs communication campaigns.

• AL-Young Talent Program (AL-YTP) & AL-Emerging Leaders Program (AL-ELP) was launched. Executives were selected through a rigorous three stage assessment process and are undergoing a 12-month development journey. Learning journey includes business critical projects, peer learning, outbound - experiential learning, leadership interactions.

• Building future ready talent through channelized Learning & development was undertaken. Learning Sprint launched for cultivating a culture of learning through quarterly learning weeks with talk shows by leaders, team-based learning events, gamified simulations and new Learning experience platform by Disprz .

• Nurtured an environment of Recognition and appreciation through dedicated platforms for recognition like Functional excellence awards, Chairman Award, Improve, Long Service Awards etc.

• Targeted sessions on Health & Wellness like Yoga Sessions, Session on Autism, Health check-ups, Doctors talks, Mindfulness & Meditation, Diabetes care and Cancer awareness were conducted.

• Long term settlement signed in Bhandara Unit, covering 372 associates, with specific clauses focusing on flexibility in operations, Quality, Safety, Total employee involvement etc., linked with variable payment for Associates.

• Bonus / Ex-gratia for FY22 concluded and memorandum of understanding was signed covering 8 manufacturing plants.

EMPLOYEE HEALTH & SAFETY (EHS)

Your Company is committed to enhancing the EHS process maturity continuously to embrace it as the culture of Ashok Leyland. All manufacturing plants were assessed by CII on EHS process maturity which laid a foundation for learning and securing 13 CII EHS awards (3 - Gold, 4 - Silver, 2 - Bronze & 4 - special category) as part of the EHS excellence. Through participation in various forums, your Company continues to re-evaluate and assess its performance to reach the next level. Your Company initiated a organisation-wide cross functional initiative “Manthan" aimed at Operational Excellence. Under this initiative your Company implemented strategies and programs to build safety culture across AL. This has aided in reducing the risks and incidents of personnel injuries.

Towards seamless execution of the EHS system and driving best EHS practices across Ashok Leyland, RsCorporate EHS FunctionRs has been formed. As part of setting up benchmark safety standards, your Company identified the Foundry Sriperumbudur plant as a model plant and rigorous actions are in progress with the commitment across all levels from workman to senior-most executive.

Your Company has instituted rigorous monitoring and review mechanism of EHS performance through the EHS council meetings (inclusive of a Board member) on a monthly basis. Health & Safety is monitored through tracking of leading and lagging indicators.

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 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 is committed to climate change targets and in this endeavor, was one of the first auto companies to institute an ESG Committee at the Board level to drive ESG initiatives right at the strategic level.

As part of a holistic approach to sustainability, your Company has developed an ESG vision: “To create and lead sustainable practices, across Environment, Social and Governance initiatives, delivering outstanding stakeholder value." This vision has been further operationalized to 10 Focus areas deep diving individually in E, S, and G areas. Focus areas have been chosen based on a detailed baselining and benchmarking exercise. Your Company believes sustainability is key to its overall strategy and moving from compliance to competitiveness in the overall ESG approach.

Your Company strives to bring technologically innovative and operationally efficient commercial vehicles and products to our customers and as part of that, took a major stride in developing technology on alternate fuels such as CNG, Biofuel, and Hydrogen. As part of a special global EV-only organization Switch Mobility focuses to democratize green mobility and towards zero carbon mobility.

It is equally clear that your Company meets the demand for these efficient products through efficient manufacturing operations that are environmentally more sustainable and socially responsible. Our ambition is to be at the forefront and lead this through improving our energy productivity, increasing our renewable energy share, reducing scope 1 and scope 2 Greenhouse gas emissions, water productivity, resource efficiency, biodiversity, ergonomic practices, and conformance to global safety standards. We aspire to extend this across our value chain of suppliers, dealers, and customers and reduce our overall Scope 3 emissions in the long term.

As part of CSR, the community development initiative of Ashok LeylandRss “Road to School" focuses on education, health, hygiene, nutrition, and facilities development in government schools that are situated in and around our facilities. The vision of the Road to School program is to “provide holistic development opportunities focused on quality and inclusion leading to education as a social leveler". As of end FY23, our “Road To School" program had covered 1,373 schools and benefitted 150,786 students across 5 Indian states.

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 K to this Report.

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 35 Subsidiaries, 6 Associates and 3 Joint Ventures as on March 31, 2023. Hinduja Leyland Finance Limited (“HLFL") is a material unlisted subsidiary of the Company.

During the year under review, the Board of Directors of HLFL have approved the Scheme of Merger by absorption of HLFL into NXTDIGITAL Limited, subject to the receipt of approvals from statutory and regulatory authorities, respective shareholders and creditors at a share exchange ratio of Twenty-five equity shares of face value of Rs 10/- each of NXTDIGITAL for every Ten equity shares of face value of Rs 10/- each held in HLFL. The merger is under progress and the updates on the same would be intimated to the Stock Exchanges, as required under the SEBI Listing Regulations.

During the year, HLFL allotted equity shares to Qualified Institutional Buyers on preferential basis. Consequently, the Companys shareholding in HLFL has decreased from 68.80% to 60.42%.

During the year under review, Hinduja Tech Limited (HTL), a subsidiary of the Company, acquired Drive System Design Limited (DSD), an award-winning and globally trusted engineering consultancy known for developing innovative solutions for electrified propulsion systems.

During the year, HTL allotted equity shares to Hinduja Automotive Limited, U.K. on preferential basis. Consequently, the Companys shareholding in HTL decreased from 98.76% to 74.25%. As at March 31, 2023, the Companys shareholding in HTL stands at 73.83%.

The Company had also invested an amount of Rs 16.42 Crores in equity shares of Ashley Aviation Limited (AAL), a wholly-owned subsidiary. Further, during the year, AAL had redeemed preference shares of Rs 5.80 Crores issued to the Company. The Company had also invested Rs 3.40 Crores in the equity shares of Vishwa Buses and Coaches Limited, a wholly-owned subsidiary.

During 2021-22, the Company transferred its Electric Vehicle business to Switch Mobility Automotive Limited (SMAL), step-down subsidiary of the Company on slump sale basis through a Business Transfer Agreement. In March 2023, SMAL has settled the dues under the Business Transfer Agreement including the slump sale consideration and the interest accrued thereon aggregating to Rs 301 Crores through issuance of 3,01,00,000 8.5% Non-Cumulative Non-Convertible

Redeemable Preference Shares of Rs 100/- each.

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 Companys 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 of the Company at https://www.ashokleyland.com/in/en/investors/investor- information/performance-reports

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at https://www.ashokleyland.com/backend/in/wp-content/ uploads/sites/2/2023/05/Material-Subsidary-Policy.pdf#toolbar=0

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors at their meeting held on December 8, 2022 had appointed Mr. Shenu Agarwal (DIN: 03485730) as the Managing Director and Chief Executive Officer of the Company for a period of 5 years with effect from December 8, 2022 to December 7, 2027, which was approved by the Members through Postal Ballot on January 21, 2023.

Dr. Andrew C Palmer, Non-Executive Non-Independent Director of the Company resigned from the Board with effect from November 3, 2022. The Board wishes to place on record its appreciation for the valuable contributions made by him to the Board and the Company during his tenure.

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 DirectorsRs Databank. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://www.ashokleyland.com/in/en/investors/ investor-information/compliances-under-the-companies-act-2013

Mr. Gopal Mahadevan, Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The resolutions 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 disclosed the DirectorRss familiarization programme on its website at https://www.ashokleyland.com/in/en/investors/ investor-information/familiarization-to-directors

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.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Shenu Agarwal, Managing Director and Chief Executive Officer, Mr. Gopal Mahadevan, Whole-time Director and Chief Financial Officer and Mr. N. Ramanathan, Company Secretary.

DIRECTORSRs 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, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2023, 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, 2023;

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;

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 Auditors

The Board of Directors of the Company 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 five (5) consecutive years from the conclusion of 73^rd AGM till the conclusion of 78^th AGM and was subsequently approved by the Members at their AGM held on July 29, 2022.

The Statutory AuditorRss report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2023 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 Auditors

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, 2023. The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.

The proposal for ratification of remuneration of the Cost Auditors for the financial year 2022-23 is placed before the Members for ratification / approval.

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 10, 2022 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, 2023. The Company has received consent from Ms. B. Chandra to act as the Secretarial Auditor of the Company.

The Secretarial Audit report for the financial year ended March 31,

2023 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 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.

HLFL, a material unlisted subsidiary of the Company has obtained Secretarial Audit Report from a Practising Company Secretary and it does not have any qualification or adverse remark. The report is attached as Annexure I.

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, 2023 is available on the Companys website at https://www.ashokleyland.com/in/en/investors/ investor-information/performance-reports

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 the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were 2 complaints received / filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and were subsequently disposed of, after following the due process as required under the policy / Act.

DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999

With regard to the downstream investments in Indian Subsidiaries, the Company is in compliance with applicable Rules and Regulations of Foreign Exchange Management.

BOARD MEETINGS HELD DURING THE YEAR

During the year, seven 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 Companys stakeholders.

The Remuneration Policy provides a framework for remuneration of Directors, Key Managerial Personnel, Senior Executives, other employees and workmen.

The Companys policy on directorsRs appointment and remuneration and other matters provided in Section 178(3) of the Act is available in the website at https://www.ashokleyland.com/backend/in/wp-content/ uploads/sites/2/2021/07/Remuneration-Policy-1.pdf#toolbar=0

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 Boards Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the 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. 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 in the website at https://www.ashokleyland.com/in/en/investors/investor-information/ performance-reports

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 financial year 2022-23 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 Companys website and can be accessed at https://www.ashokleyland.com/backend/in/wp- content/uploads/sites/2/2022/05/RPT-policy-AL.pdf#toolbar=0

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an armRss length basis and were placed and approved by the Audit Committee. During the financial year 2022-

23, 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 financial year 2022-23, 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, 2023, the approval of the Members was obtained for the material RPTs (under SEBI Listing Regulations) to be entered into with Switch Mobility Automotive Limited for the FY 2022-23 and with TVS Mobility Private Limited for the FY 2022-23 and FY 2023-24.

The proposals with respect to Material RPTs (under SEBI Listing Regulations) with Switch Mobility Automotive Limited for the FY 202324 and with TVS Mobility Private Limited for the FY 2024-25 is placed before the Members at the forthcoming AGM for approval.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Companys CSR policy is available on the website of the Company at https://www.ashokleyland.com/backend/in/wp-content/uploads/ sites/2/2021/07/CSR-Policy.pdf#toolbar=0. 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 J of this report. During the year under review, the Company spent Rs 15.16 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 financial year 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

COMMITTEES

As at March 31, 2023, 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 and Fund-Raising Committee.

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 Companys website at https://www.ashokleyland.com/backend/in/wp- content/uploads/sites/2/2023/05/Whistle-Blower-Policy.pdf#toolbar=0

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, 2023.

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 Companys 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.

The ERM process is overseen by the Risk Management Committee of the Board, which is responsible to ensure that the Company has an appropriate and effective framework for managing and reporting significant enterprise risks.

The Risk Management process is currently handled by internal team comprising of key members of Senior Leadership and core Business vertical heads who are responsible for the risk management process including risk identification, impact assessment, effective implementation of risk mitigation plans, and risk reporting.

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 continues to focus on Research and Development activities with specific reference to emission conformance, fuel efficiency, vehicular performance, innovation, futuristic technologies and enhancement of safety, aesthetics and ride comfort. Expenditure incurred by way of capital and revenue on these activities is shown separately.

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 Companys 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
Chennai	Dheeraj G Hinduja
23 May 2023	Executive Chairman