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, 2024.

FINANCIAL RESULTS

(Rs in Crores)

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	38,367.03	36,144.14	45,790.64	41,672.60
Other Income	246.57	116.14	140.58	107.11
Total Income	38,613.60	36,260.28	45,931.22	41,779.71
Profit/(Loss) before tax	3,792.18	2,110.40	4,106.07	2,264.93
Less: Tax expenses/(Credit)	1,174.31	730.29	1,409.73	906.11
Profit/(Loss) after tax	2,617.87	1,380.11	2,696.34	1,358.82
Balance profit from last year	4,875.14	3,798.94
Profit available for appropriation	7,493.01	5,179.05
Appropriation:
Dividend paid during the year	(2,216.87)	(293.55)
Transition adjustment and other adjustment
Other Comprehensive (Loss)/Income arising from remeasurement of defined benefit plan (net of tax)	(11.10)	(10.36)
Balance of profit carried to Balance sheet	5,265.04	4,875.14
Earnings per share (Face value of ? 1/-)
- Basic (?)	8.92	4.70	8.46	4.22
- Diluted (?)	8.90	4.70	8.45	4.21

COMPANYS PERFORMANCE

The Commercial Vehicle market (M&HCV & LCV) in India was almost flat with 0.6% increase YoY in total industry volumes (TIV) after a strong FY23 when TIV rose by 34.3%. M&HCV segment grew by 3.9% with M&HCV Buses growing by 38% while LCV segment degrew by 1.5%. CV exports industry (exports out of India) degrew for the second year in row by 16.3% over and above 14.8% decrease last year.

Your Company sold 1,16,069 M&HCVs in the domestic market (17,956 M&HCV Buses and 98,113 M&HCV Trucks including Defence vehicles), registering a growth of 1.6% over last year. LCV with sales of 66,633 vehicles was flat compared to the previous year.

Your Companys sale in M&HCV Trucks segment (excluding Defence vehicles) in India degrew by 5.6% to 96,995 units in FY24, compared to 102,753 units in FY23. Your Companys key product launches done in FY24 for M&HCV - Trucks (Domestic) include Ecomet Star 1915, 2820 G45 FES, N2825 EDPTO Transit Mixer. These have helped in consolidating market position in respective segments. Your Companys sale in M&HCV Bus segment (excluding Defence vehicles) in India grew by 67% to 17,956 units in FY24, as compared to 10,764 units in FY23 driven by high volumes of old buses replaced by STUs and post-Covid revival in inter-city & mofussil segments. The key product launches done in FY24 for M&HCV - Bus (Domestic) include Lynx Smart AC & Rear Air Suspension, Oyster Lite Chassis, Viking with H6 NA CNG, Lynx Max. Your Company improved to 2^nd place in Sales & Service satisfaction in FY24 and is actively focused on serving the needs of customers throughout the product life-cycle through its Aftermarket offerings. Your Company added 134 new outlets and 1,000+ bays during the year with 15% of FY24 volumes coming from new dealers.

In LCV, your Company achieved sales of 66,633 almost similar compared to last year. During the year, your Company became the #2 player in the 2-3.5T segment overtaking Tata Motors. FY24 saw launch of several new initiatives like Entrepreneur dealerships and support for focus states, all of which will help us in the medium to long term in increasing your Companys market penetration. 27 new dealerships and 118 new secondary outlets were added taking the network coverage to a total of 148 primary & 582 secondary outlets. Your Company launched two new products under the Bada Dost platform - Bada Dost CNG (2.8T) & Bada Dost special anniversary edition (3.5T) & one product under the Dost Family - Dost+ CNG. In International Operations (IO), your Company grew by 5% to 11,853 units in FY24, as compared to 11,289 units in FY23. In FY24, due to the ongoing geo-political conflicts, there was huge pressure on forex in anchor markets. Bangladesh in particular, witnessed a 45% drop in TIV due to political unrest, currency depreciation & acute shortages of forex. In Nepal & Sri Lanka, import restrictions were imposed. On the other hand, GCC TIV grew by 25% supported by prebuy, which made GCC stand out as the bright spot and contributed to 50% of IO volumes. Your Company made significant strides in Africa with distributor appointment in 8 new territories.

Your Company achieved record sales of 32,374 engines in Power Solutions Business growing by 41.2% compared to previous year, mainly driven by strong outperformance in agricultural segment. In defence business, your Company supplied 1,116 units of completely built up units (CBUs) and

818 VFJ kits during the year. Some highlights include Green channel certifications for 6 variants, order receipt for 1,128 nos. FAT 4x4 (Field Artillery Tractor) & 252 nos. GTV 6x6 (Gun Towing Vehicle) under emergency procurement.

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 th 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. Further, the NRC had on May 23, 2024 allotted 1,00,000 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 2,936,427,276/- divided into 2,936,427,276 equity shares of 1/- each.

DIVIDEND

The Board of Directors at their meeting held on March 25, 2024 declared an interim dividend of 4.95/- per equity share for the financial year ended 31^st March 2024 involving an outflow of 1,453.48 Crores. The Board at its meeting held on May 24, 2024 has recommended that the interim dividend be confirmed as the final dividend for the FY 2023-24.

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 in the link as provided in page no. 72 of this Annual Report.

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

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

TRANSFER TO RESERVES

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

FINANCE

Long term funding

(a) Non-Convertible Debentures (NCDs)

During the year under review, no fresh Non-Convertible Debentures (NCDs) were issued by your Company. NCDs amounting to 600 Crores were redeemed during the year.

(b) Rupee Term Loans:

No fresh rupee term loans were availed during the year. Your Company has repaid 216.25 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 288.73 Crores on due dates as per the repayment schedule and terms of the loan agreement.

As at March 31, 2024, Long term borrowings stood at 1,771.31 Crores as against 2,913.47 Crores on March 31, 2023. Details pertaining to the credit rating of the debt instruments are provided in the Corporate Governance report.

HUMAN RESOURCES

At Ashok Leyland, we take immense pride in offering equal opportunities to individuals regardless of their race, gender, abilities, or background. We consistently nurture talent, equipping them with the necessary skills to excel in their roles. Simultaneously, we remain dedicated to fostering diversity, inclusion, and equity within our workplace. As we look back the last 7 decades, we have prevailed and shown our resilience, largely due to our inherent Values. The Leadership Team, felt that it may be the time to introspect and see if there is a need to repurpose AL - taking into account the dynamic business landscape - and set footprints, for the next 75 years. Senior leadership team got together to reimagine our purpose, values and culture for the future. The leadership team deliberated and defined the Purpose aptly as "Transforming lives & Businesses through Leadership in Mobility". As we pursue this Purpose, we have also identified 5 values that will underscore our Culture fundamentally. These are 1. Trust, 2. Agility, 3. Innovation, 4. Customer Centricity and 5. Partnership. These 5 Values are non-negotiable for Ashok Leyland. When we live them as day-to-day Behaviors" they become our Culture. The Ashok Leyland Way enables us to have a deeper meaning and connect with all our stakeholders. It will act as the glue that binds the Ashok Leyland family much more closely to drive superlative performance and help us command even greater affection from the customers we serve and the wider communities around us.

SOME OF THE KEY PEOPLE INITIATIVES UNDERTAKEN DURING THE YEAR INCLUDE:

• Living the Ashok Leyland way - After cascading the Purpose, Values & Culture to each and every executive, your Company laid the foundation towards building a strong Culture with dedicated leadership involvement, Values based contests, creating excitement through various Value engagements, etc. which led to living the Values. These were also shared and celebrated across your organization through Value based awards, recognitions and values stories in day-to-day affairs from across the organization.

• Future Leadership development - While we continue to run our flagship leadership programs such as AL-Young Talent Program (AL-YTP) & AL-Emerging Leaders Program (AL-ELP), we went a step ahead in creating strong pipelines of leadership at senior levels through curated succession planning and development. This would be taken further into the organization over the coming years to institutionalize succession plans.

• Your organization celebrated 75th year anniversary with participations from across various internal and external stakeholders, leaving a lasting impression. Your organization had various sports and cultural events which commemorated the anniversary and creating sweet memories.

• Employee wellbeing is at the forefront of people management practices at Ashok Leyland. The various sessions around health & wellness, awareness sessions, curated benefits to motivate the employees are all testaments of the same.

• We fostered an atmosphere of recognition and appreciation

through specialized events such as Functional Excellence Awards, the Chairmans Awards, and Long Service Awards.

• Successfully signed the Bhandara TPCL LTS and Bonus agreement.

• Bonus / Ex-gratia for FY23 concluded and memorandum of understanding was signed covering 8 manufacturing plants.

EMPLOYEE HEALTH & SAFETY (EHS)

Your Company is dedicated to continuously improving its EHS process maturity to embed it deeply into the Companys culture. All manufacturing plants underwent assessments by CII on EHS process maturity and secured 13 CII EHS awards (3 - Gold, 4 - Silver, 2 - Bronze & 4 - special category). Through active participation in various forums, the Company continually evaluates and enhances its performance to progress further.

The "Manthan 2.0" 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 22% in FY24 compared to FY23. Through this initiative, DE-RISK strategy were formed and programmes were implemented to foster a safety culture across Ashok Leyland, resulting in a reduction of risks and incidents of personnel injuries.

The corporate EHS function established last year has been strengthened to form two distinct verticals namely, Environment and Health and Safety. This ensured seamless execution of the EHS system and promote best practices throughout the Company. The Foundry Sriperumbudur and Hosur -3 (CPPS) Plants were identified as model plants and comprehensive actions are underway with commitment at all levels, from frontline workers to senior executives.

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. Environment Metrics are in alignment with short term and long-term goals. Health & Safety is monitored through tracking of leading and lagging indicators.

Progressing on “Zero Harm", your Company initiated a technique of circulating “EHS bites" on various themes to enlighten the larger audience of both employees as well as contractor and other service providers. Top management made it a point to check the awareness level during their visit to various plants.

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 on efforts to integrate sustainable practices, adapt to changing market dynamics and meet evolving stakeholder expectations while also providing enhanced disclosures that underscores our dedication to various aspects of ESG. Your Company endeavours to be at the forefront of the sustainability agenda by engaging with multiple stakeholders at COP28 and many other leading forums and pioneering several initiatives within its ecosystem. Towards aligning with the ESG vision, focus areas and ESG policy, your Company has identified ESG metrics with specific targets cascaded to functions and businesses and aligned to leadership KRAs.

Ashok Leyland has committed not only on a standalone basis but also on behalf of its subsidiaries ESG commitments of Carbon neutral operations by 2030 and Net Zero by 2048. Your Company empaneled to RE100 by committing to 100% Renewable electricity by 2030 and committed to Science Based Targets Initiative (SBTi) where your Company has given acceptance of intent to set a science-based target.

Your Company has developed multiple technologies to transition towards complete array of alternate fuel products / new Energy such as Battery Electric, Hydrogen ICE, Fuel Cell, LNG and CNG. Your Company showcased an impressive array of future-ready vehicles such as 9m Hydrogen Fuel Cell Bus, AVTR LNG 6x4 Tractor, 55T EV Tractor and Switch IeV4 Electric LCV, 14T Boss Electric Truck in the Bharat Mobility Expo held in February 2024 at New Delhi, India. Towards democratizing zero carbon mobility global EV-only organization, Switch Mobility has clocked over 100 million green kilometers around the globe enriching lives through green mobility. On the sustainable manufacturing front, your Company has focused on sustainable water management initiative towards reducing the water intensity, conducting energy audit, and improving energy productivity, augmenting roof top & solar park capacity, objective assessment of carbon sequestration through afforestation and progressing on zero waste to landfill status. Your Company plans to extend the same to the upstream and downstream processes to the suppliers and dealers in FY25. Your Company has finalised the tie-up with Registered Vehicle Scrapping Facility (RVSF) placing AL in a strategic position on our road to circularity and reducing our environmental footprint.

Towards providing holistic development opportunities, your Company has transformed the lives of 1,91,858 students from 1,719 schools across 7 states as part of the Road to School and Road to Livelihood initiatives.

Your Companys commitment to Corporate Governance goes beyond mere conformity with regulatory and legal mandates. Your Company implemented and disclosed comprehensive set of policies on the website towards improving the transparency. Also, your Company has disclosed the ESG profile in the ESG microsite (ESG world).

Your Company has also focused improved disclosures taking part in the active ESG rating program of S&P Corporate sustainability assessment (DJSI - Dow Jones Sustainability index) and made a 2x improvement in score from 25 in FY22 to 53 in FY23. In addition to this, Sustainalytics has rated your Company with a score of 13.4 which is low risk.

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.

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 34 Subsidiaries, 6 Associates and 4 Joint Ventures as on March 31, 2024. Hinduja Leyland Finance Limited (“HLFL") is a material subsidiary of the Company.

During the year under review, the Company had acquired 100% stake of OHM Global Mobility Private Limited (OHM India) from OHM International Mobility Limited, UK, for a nominal consideration of 1 Lakh, making it a wholly owned subsidiary of the Company. The Company further invested a sum of 299.99 Crores in OHM India during the year.

During the year, the Company and TVS Mobility Private Limited had formed a joint venture Company namely TVS Trucks and Buses Private Limited (TVS Trucks), and the Company had invested a sum of 24.95 Crores thereby contributing to the extent of 49.90% of paid up share capital of TVS Trucks.

During the year, the Company had invested a sum of 1,200 Crores in Optare Plc., UK, thereby increasing its stake in Optare Plc., to 92.59%.

During the year, the Company had incorporated a wholly owned subsidiary namely, Ashok Leyland Foundation, a company registered under Section 8 of the Act, for carrying out CSR activities.

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 obtained a No-Objection Certificate from the Reserve Bank of India. Subsequently, NDL Ventures Limited has also applied to the Reserve Bank of India for registration as a Non-Banking Financial Company (NBFC), which is currently under process.

During the year, the Company had invested an amount of 4 Crores in equity shares of Ashley Aviation Limited (AAL), a wholly owned subsidiary, 15 Crores in Gro Digital Platforms Limited, a subsidiary, 20.37 Crores in equity shares of Ashok Leyland Defence Systems Limited (ALDS), an Associate and 3.40 Crores in the equity shares of Vishwa Buses and Coaches Limited, a wholly owned subsidiary.

On April 15, 2024, Hinduja Tech Limited (HTL) had allotted 5,12,12,923 Series A, 0.005% Compulsorily Convertible Preference shares (CCPS) at 76.55/- per share totalling to 392.03 Crores with voting rights and 10 equity shares at face value of 10/- per share and premium of 66.55/- per share totalling to 765.50 to Gandaraditya Chola. The Company has not sold / purchased any shares in HTL. However, consequent to the issue of above CCPS, the Companys total shareholding (voting rights) in HTL stands reduced to 58.75% from 73.22%, assuming maximum conversion ratio of 1. Further to this, HTL had on April 26, 2024, redeemed 2,39,00,000 Preference shares of 10/- issued to the Company.

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 in the link as provided in page no. 72 of this Annual Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website in the link as provided in page no. 72 of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 24, 2024 have 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, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). Further, the Board has also re-appointed Mr. Saugata Gupta as an Independent Director for a second term of five years commencing from November 8, 2024, subject to the approval of the shareholders at the ensuing AGM.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 24, 2024 have appointed Dr. Venkataramani Sumantran (DIN: 02153989) as an Additional Director (Non-Executive, Independent) of the Company w.e.f. May 24, 2024, for a first term of five consecutive years, subject to the approval of the shareholders at the ensuing AGM.

The Nomination and Remuneration Committee at its meeting held on May 23, 2024 has recommended the appointment of Mr. Thomas Dauner as an Additional Director (Non-Executive, Independent) of the Company subject to allotment of Director Identification Number (DIN). The Board of Directors at their meeting held on May 24, 2024 have accorded approval to apply for DIN.

Mr. Shom Ashok Hinduja, Director retires by rotation at the forthcoming 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 Board has re-designated and re-appointed Mr. Gopal Mahadevan as Director - Strategic Finance and Merger & Acquisition, liable to retire by rotation, for a period of two years from May 24, 2024. The re-appointment of Mr. Gopal Mahadevan is subject to the approval of the shareholders at the ensuing AGM. Mr. Gopal Mahadevan would cease to be the Chief Financial Officer of the Company as on the closing hours of May 31, 2024. Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors at their meeting held on May 24, 2024 appointed Mr. K M Balaji as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. June 1, 2024.

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 Director 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. 72 of this Annual Report.

The Company has disclosed the Directors familiarization programme on its website in the link as provided in page no. 72 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 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. Gopal Mahadevan, Director - Strategic Finance and Merger & Acquisition and Chief Financial Officer and Mr. N. Ramanathan, Company Secretary.

The term of Prof. Dr. Andreas H Biagosch (DIN: 06570499), Mr. Jean Brunol (DIN: 03044965) and Mr. Sanjay K Asher (DIN: 00008221) as Independent Directors would conclude on July 25, 2024.

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, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2024, 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, 2024;

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 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 Auditors report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2024 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, 2024. 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 2023-24 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 9,

2023 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, 2024.

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

2024 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.

The Secretarial Audit of HLFL, the material subsidiary for the Financial Year 2023-24 has been duly completed. However, the Secretarial Audit Report is yet to be approved by the HLFL Board. HLFL has confirmed that the Secretarial Audit Report does not contain any qualification or adverse remark in writing.

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, 2024 is available on the Companys website in the link as provided in page no. 72 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 2 complaints received / filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 out of which 1 has been resolved after following the due process as required under the policy / Act and 1 is pending.

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, ten 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 directors appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the Companys website in the link as provided in page no. 72 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 Boards Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the Nomination and Remuneration Committee (the Committee) of the Company has, by way of Circular Resolution passed on February 28, 2024, 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. Subsequently, the Committee at its meeting held on May 23, 2024, approved the allotment of 1,00,000 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 Companys website in the link as provided in page no. 72 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 2023-24 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 in the link as provided in page no. 72 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 arms length basis and were placed and approved by the Audit Committee. During the FY 202324, 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 2023-24, 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, 2024, the approval of the Members was obtained for the material RPTs (under SEBI Listing Regulations) to be entered by the Company with (1) Optare Plc. for the FY 2023-24 (2) Switch Mobility Automotive Limited for the FY 2023-24 (3) TVS Mobility Private Limited for the FY 2024-25 (4) between Optare Plc. and Switch Mobility Limited for the FY 2023-24.

The proposals with respect to Material RPTs (under SEBI Listing Regulations) with Switch Mobility Automotive Limited for the FY 202425, with TVS Mobility Private Limited for the FY 2025-26 and between Switch Mobility Automotive Limited and OHM Global Mobility Private Limited for the FY 2024-25 are placed before the Members at the forthcoming AGM for approval.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Companys CSR policy is available on the Companys website in the link as provided in page no. 72 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 16.30 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 2023-24 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

COMMITTEES

As at March 31, 2024, 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 Companys website in the link as provided in page no. 72 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, 2024.

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. 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 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
24th May 2024	Executive Chairman