About Ashok Leyland Ltd

Ashok Leyland Ltd. is presently engaged in manufacture and sale of commercial vehicles. The Company manufacture engines for industrial and marine applications, forgings and casting. Its products include buses, trucks, engines, defense and special vehicles. From 18 seater to 82 seater double-decker buses, from 7.5 ton to 49 ton in haulage vehicles, from numerous special application vehicles to diesel engines for industrial, marine and genset applications, Ashok Leyland offers a range of products. The company is the flagship of the Hinduja Group. Headquartered in Chennai, India, Ashok Leyland's manufacturing footprint spreads across the globe with 9 plants; including one each at Great Britain and Ras Al Khaimah (UAE). The company's Joint Venture partners include John Deere (USA) for Construction Equipment, Continental AG (Germany) for Automotive Infotronics and the Alteams Group for the manufacture of high-press die-casting extruded aluminum components for the automotive and telecommunications sectors. Ashok Leyland Ltd was incorporated in the year 1948 with the name Ashok Motors. The company was set up in collaboration with Austin Motor Company, England for the assembly of Austin cars. In The year 1949, they commenced production at the factory situated at Ennore, south of Madras. Also, they rolled out the first indigenously assembled A40 Austin car. In the year 1950, the company made an agreement with Leyland, UK in which Ashok Motors got sole rights to import, assemble and progressively manufacture Leyland trucks for seven years. In the year 1954, the Government approved the progressive manufacture of Leyland commercial vehicles and a license was granted for the manufacture of 1,000 Comets a year. In the year 1955, the company name was changed to Ashok Leyland Ltd with equity participation from Leyland Motors Ltd. In the year 1967, the company launched 'Titan', the first Indian-made double decker with 50% indigenous components. In the year 1970, the company designed and delivered 1,000 numbers of the 6x4 'Hippo' Tipper to the Indian Army based on their specific requirements. In the year 1972, the license was granted to manufacture 10,000 vehicles a year. In the year 1976, the company introduced the 'Viking', the first ever bus with an alternator and a unique front overhang that facilitated front entry. In the year 1978, they introduced India's first rear-engine bus, 'Cheetah'. In the year 1980, the company inaugurated their second plant in Hosur. They launched India's first 13-ton truck, 'Tusker' with a 125 hp engine. Also, they launched country's first multi-axle truck, 'Taurus'. In the year 1982, they introduced India's first vestibule or the articulated bus. They inaugurated two new manufacturing facilities at Bhandara (Maharashtra) and Alwar (Rajasthan) in March 1982 and August 1982 respectively. In the year 1993, the company received ISO 9002 certification. In the year 1995, they received ISO 9001 Certification. Aslo, they set a driver training facility at Namakkal. In the year 1996, the company set up their second plant at Hosur. In the year 1997, they launched the Stallion, an all-terrain logistic vehicle. Also, they launched India's first CNG-powered bus. In the year 2002, the company developed the country's first Hybrid Electric Vehicle and showcased at Auto Expo 2002. In the year 2006, the company acquired the truck business of Czech Republic-based AVIA. They entered into an agreement with Ras Al Khaimah Investment Authority For the setting up of a bus assembly plant in the UAE. In the year 2007, the company entered into a joint venture with Nissan Motor Company, Japan for manufacture and marketing of Light Commercial Vehicles. They entered into a joint venture with Continental AG, Germany for the development of automotive infronics. Also, they entered into a joint venture with Alteams Group, Finland for the production of HPDC (High Pressure Die Casting) extruded aluminum components. In the year 2008, the company entered into a joint venture with John Deere, USA for the manufacture of construction equipment products. They established Albonair, GmbH for development of vehicle emission treatment / control systems and products. In March 2010, the company inaugurated a plant at Pantnagar in Uttarakhand. This is the company's modern, technologically world-class and largest plant with a capacity to touch 75,000 vehicles. They introduced the new, future-ready U-Truck platform with the promise of a holistically superior level of trucking. The company bought 26% stake in Optare plc, a well-known bus maker in the UK. In order to cater to the emerging markets in China and India, Albonair (India) Pvt Ltd was incorporated during the year. During the year 2010-11, the company acquired 26% in the equity share capital of Optare plc, U.K., a leading bus manufacturer in U.K., which will benefit the company in their endeavour to address new markets, and to accelerate technology development. In December 16, 2010, the company inaugurated the state-of-the-art factory built as a venture between the company and Ras Al Khaimah Investment Authority (RAKIA), at Ras Al Khaimah. This facility will cater to the needs of the African/Middle East markets and also facilitate launching of AVIA range of trucks manufactured by Avia Ashok Leyland Motors s.r.o. to these markets. In the year 2011, the company entered into the LCV segment with the launch of Dost. In September 2011, the company entered into the Tanzanian market by bagging an order for 723 trucks, buses and special application vehicles. In October 2011, the company entered into the construction equipment space with the launch of a new brand, LEYLAND DEERE. In November 2011, the company received the contact to supply 700 cluster CNG buses to Delhi. In the year 2012, the company launched Jan Bus, world's first single step entry, front engine, fully flat floor bus. They introduced U-3723, India's first 37-tonne haulage truck with the highest payload of up to 27 tonnes. In January 2012, the company increased their stake in Optare plc to 75.1%. In 2013, Ashley Services Limited (ASL) has become a wholly owned subsidiary of the company. The company bags contract for about 2,610 buses for an undisclosed amount from the Institute of Road Transport (IRT), Tamil Nadu which is a nodal organisation that obtains buses for all state transport corporations. The company opens 3 dealer outlets in a day to significantly expand network presence in Gujarat. The company inaugurated the company's new Driver Training Institute (DTI) at Chhindwara. The company launches Luxura Magical India' Bus, in support of Charter for Charity'. In 2014, the company launched two new Light Commercial Vehicles (LCV) - PARTNER truck, India's first air-conditioned LCV goods vehicle and MiTR bus. The company, launched JanBus' - the world's first', fully-flat floor, front-engine bus with single-step entry and air suspension in Kolkata. The Company has bagged a contract from the Ministry of Tourism & Hospitality Industry, Government of Zimbabwe for supply of 670 vehicles valued at approx. USD 50 million. The company received an order for 2,200 buses from the Government of Sri Lanka'. The company bags major projects from Africa worth USD 79.2 mn. The company signs a MoU with Bank of Maharashtra for vehicle financing. In 2015, the company has tied up with Lakshmi Vilas Bank to provide finance to its commercial vehicle buyers. The company wins order for buses worth 82 mn USD from Senegal. The company wins contract for 3600 vehicles worth $200Mn from Cote D'Ivoire. The company inaugurated a new dealership M/s. Makroo Motor Company in Srinagar. The company signed a Memorandum of Understanding (MoU) with The South Indian Bank. The company opens a new dealership in Hosapete, Karnataka. The company opens a new dealership in Mangaluru, Karnataka. The company also inaugurates a state-of-the-art workshop in Riyadh. During the year 2016, as a part of the divestment plans of the Company to sell non-core businesses, the company sold 23,25,18,140 equity shares of 10/- each held in Ashok Leyland John Deere Construction Equipment Company Private Limited to Gulf Ashley Motor Limited, a subsidiary of the Company and thereafter the Company has infused committed capital contributions. Automotive Infotronics Limited, joint venture and Ashley Airways Limited an associate of the Company are under liquidation. During the year under review 2016-2017, the Board of Directors of the Company at their meeting held on September 14, 2016, approved the draft scheme of amalgamation of Hinduja Foundries Limited (HFL) with the Company and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 subject to regulatory approvals. The Appointed Date for the scheme of amalgamation was October 1, 2016. The intended amalgamation has been approved by the shareholders at the Court Convened Meeting held on January 23, 2017 and through Postal Ballot on January 25, 2017. The Hon'ble National Company Law Tribunal, Chennai Bench (NCLT) which heard the Company's petition on April 18, 2017 sanctioned the scheme of amalgamation of HFL with the Company and their respective shareholders, and creditors. The NCLT Order was filed with the Registrar of Companies, Chennai and the scheme became effective on April 28, 2017. The Board of Directors of the Company has formed a Committee of Directors comprising of Mr. Dheeraj G Hinduja, Chairman, Mr. Vinod K Dasari, Chief Executive Officer and Managing Director, Mr. D J Balaji Rao and Mr. Sanjay K Asher, Directors as members of the Committee and authorised the Committee to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to the Order of NCLT on the scheme of amalgamation of HFL with the Company including but not limited to issue and allotment of the equity shares of the Company to the eligible shareholders of the Transferor Company as on the Record date. Further to the receipt of noted letter from the designated stock exchange, the Board of Directors of the Company has fixed Wednesday, June 7, 2017 as the Record Date' for determining the shareholders of Hinduja Foundries Limited (Transferor Company), entitled to receive the equity shares of Ashok Leyland Limited (Transferee Company), under the Scheme of amalgamation sanctioned by NCLT. Consequent to the above, the issued, subscribed and paid-up equity share capital will stand increased from 2,845,876,634 equity shares of 1/- each to 2,926,534,926 equity shares of 1/- each. Consequent to the amalgamation of Hinduja Foundries Limited with the Company, Ashok Leyland Wind Energy Limited became an associate company of the Company As on March 31, 2017, the company has 24 Subsidiaries, 7 Associate Companies and 2 Joint venture companies.2017. During the year, the Company, Ashok Leyland Nissan Vehicles Limited (subsidiary) and Nissan Ashok Leyland Powertrain Limited, Nissan Ashok Leyland Technologies Limited (joint ventures), entered into restructuring and settlement agreements with Nissan Motor Co. Ltd, Japan (NML). As a part of the restructuring and settlement agreements, the Company acquired the entire shareholdings from NML in the subsidiary and joint venture companies resulting in all the three companies becoming wholly owned subsidiaries of your Company. During the year 2016-2017, Hinduja Leyland Finance Limited (HLFL) became a material subsidiary since the net worth of HLFL in the immediately preceding accounting year exceeded twenty percent of the consolidated net worth of the Company and its subsidiaries. In compliance with the requirements of SEBI Listing Regulations, Dr. Andreas H Biagosch, Independent Director of the Company has been appointed as an Independent Director in the Board of HLFL. Automotive Infotronics Limited, joint venture and Ashley Airways Limited an associate of the Company are under liquidation. The petition for voluntary winding up of Automotive Infotronics Limited was filed with the High Court of Judicature of Madras during March 2017 and the winding up process is expected to be completed during the financial year 2017-18. During the year under review Ashok Leyland (UK) Limited has initiated the process of voluntary winding up. The Board of Directors of Hinduja Leyland Finance Limited (HLFL), a subsidiary company of Ashok Leyland Limited, at its meeting held on 23 May 2017 decided to withdraw the Draft Red Herring Prospectus (DRHP) for the proposed initial public offering of equity shares of HLFL and accordingly the DRHP was withdrawn from the Securities Exchange Board of India on 16 June 2017. On 18 July 2017, Ashok Leyland announced the formation of a strategic alliance with SUN Mobility, promoted by Chetan Maini, founder of Reva and Uday Khemka, Vice Chairman of SUN Group. This global partnership between Ashok Leyland and SUN Mobility will leverage India's innovation and engineering potential to develop truly world class mobility solutions. SUN Mobility plans to revolutionise the transportation sector by deploying a unique open-architecture ecosystem built around its proprietary smart batteries and a network of quick interchange battery solutions. On 10 August 2017, Ashok Leyland announced the launch of Digital Market Place, an industry-first combination of four innovative digital solutions. Riding on the exponential smartphone growth, these digital solutions are simple to use, compatible with all smartphones, and work like any other, everyday app. The four digital solutions viz. i-Alert, ServiceMandi, E-diagnostics and Laykart will help customers manage their business with a simple tap, by making it simpler for them to log on to their business from anywhere and manage their operations with ease. On 17 November 2017, Ashok Leyland announced that it has entered into a Share Purchase and Shareholders Agreement with Everfin Holdings, shareholder of Hinduja Leyland Finance (HLFL), for acquisition of 2.04 crore shares of Rs.10/- each constituting 4.68% in the paid-up share capital of HLFL at a price of Rs.110/- per share. The total consideration payable works out to Rs 225.42 crore. Post the transaction, Ashok Leyland's shareholding in HLFL will increase from 57.22% to 61.90%. Consequent to Everfin Holdings' decision to sell part of its stake in HLFL, Ashok Leyalnd is acquiring the same along with other existing shareholders of HLFL. HLFL is a Non-Banking Finance Company. It clocked revenue of Rs 1486.31 crore and profit after tax of Rs 167.53 crore in FY 2016-17. On 24 November 2017, Ashok Leyland announced that consequent to the conversion of loans into equity, the company's shareholding in Optare plc will increase from 75.11% to 98.31%. The aforesaid conversion of loans into equity has no impact on profits and cash flows for the current financial year of Ashok Leyland as the investments in the equity shares and the loans given to Optare plc was fully impaired as of March 2017. Optare plc, a subsidiary of the company is situated in United Kingdom. Optare plc is involved in the manufacture of single decker, double-decker buses and electric buses for the UK and other export markets. Optare plc clocked revenue of 35 million and net loss of 15.7 million in FY 2016-17. On 27 November 2017, Ashok Leyland announced that it has entered into a Mutual Cooperation Agreement with Hino Motors Ltd. Japan where Ashok Leyland will utilise Hino's engine technology for Ashok Leyland's EURO-VI development and will support in development of Hino's engine parts purchasing in India for global operation. Hino and Ashok Leyland have had a cooperative agreement for engine production in India since 1986. By this mutual cooperation agreement, both companies will leverage each others' strengths in diesel engines to enhance their competitiveness. Ashok Leyland will enhance its competitiveness by jointly developing engines for BS-VI compliance in India through the engine technology of Hino Motors. Hino Motors will promote engine parts development in India by utilizing Ashok Leyland in India to strengthen Hino's competitiveness. On 17 January 2018, Ashok Leyland announced that it took the next step to secure long-term arrangements for its EV commercial vehicles by signing a Letter of Intent with Phinergy of Israel. The company and Phinergy will work towards adaptation of unique, competitive and sustainable solutions for high energy applications in the commercial vehicle space. Phinergy has developed cutting edge technology solutions for the use of Aluminium Air Batteries for EV and other applications. With Ashok Leyland, Phinergy will be tailoring its unique technology to meet the demanding high-energy requirements of commercial vehicles in the Indian market. On 30 March 2018, credit rating agency CARE Ratings upgraded the Long-term/Short-term bank facilities of Ashok Leyland to CARE AA+; Stable/CARE A1+ and reaffirmed the Commercial Paper program. CARE Ratings said in a press release that the revision in long-term rating of Ashok Leyland factors in the continuous improvement in its financial position in the past three years ended December 2017 supported by its strong operational and financial performance. Resultantly the capital structure has witnessed significant improvement in FY 2017 and 9 months ended December 2017. On 13 April 2018, Ashok Leyland announced that it has won another critical order from the Ministry of Defence (MOD). The contract is for supplying Ashok Leyland's High Mobility 10x10 vehicles (HMV 10x10) to carry the Smerch Rockets. This initial order is worth over Rs 100 crore. The scheme of amalgamation of three wholly owned subsidiaries namely,Ashok Leyland Vehicles Ltd,Ashley Powertrain Ltd and Ashok Leyland Technologies Ltd and the scheme has become effective from appointed date 01 April 2018. The Company has 21 Subsidiaries, 5 Associates and 2 Joint ventures as on 31 March 2019. Hinduja Leyland Finance Limited is a material subsidiary of the Company. During Q3 of the financial year 2019-20, the spread of the COVID-19 virus caused global disruption, with negative impact on human health, business enterprises and the global economy in general. The rapid outbreak of the COVID-19 pandemic during Q4 of FY 2019-20, has severely impacted the physical and financial health of people across India and to prevent the contagion in the Country, phases of nationwide lockdown was announced by the Government of India. The company suspended its production across all its factory locations since 24 March 2020 and resumed operations in its plants across the Country during second week of May 2020. The Company has 22 Subsidiaries, 5 Associates and 2 Joint ventures as on 31 March 2020. During the FY2020,the company incurred Rs 1,292 crore towards capital expenditure predominantly towards BS VI, MBP, Electric vehicles, Unit replacements, maintenance capex etc.,Also the company has invested Rs 300 crore in Hinduja Leyland Finance Limited, Rs 100 crore in Optare Plc, Rs 20 crore in Albonair India, Rs 22 crore in Vasuki (Special Limited Partnership) and Rs 4 crore in Ashley Aviation. During the FY2021,the company has issued and allotted on private placement basis, secured redeemable non-convertible debentures (NCDs) aggregating to Rs 600 crore. The Company had 26 Subsidiaries, 5 Associates and 2 Joint ventures as on 31 March 2021. Consequent to the acquisition of 58,500,000 shares of Rs 10/- each of Hinduja Tech Limited ('HTL') from Nissan International Holding BV, HTL has become a wholly owned subsidiary of the company. Consequently,Hinduja Tech (Shanghai) Co., Limited also became step down Subsidiary of the Company. During the year 2020-21, the Company has incorporated a wholly owned subsidiary in the name of Vishwa Buses and Coaches Limited to carry on the business of bus body building. The Company and HLFL have jointly incorporated a new Company with 50% holding each in the name of Gro Digital Platforms Limited (GDPL) during April 2021. The company has been declared as the 'Platinum Award Winner of Green Leaf Afforestation Award' in the Automobile sector for the year 2019, by Apex India Foundation in FY21. During the year 2020-21, the company has invested Rs 150 Crore in Optare Plc,Rs 90 Crore in Hinduja Leyland Finance Limited, Rs 70 Crore in Hinduja Tech,Rs 33 Crore in Vishwa Buses and Coaches Limited, Rs 19 Crore in Prathama Solar & Rs 5 Crore in Ashley Aviation. The Board of Directors of the Company at its meeting held on November 12, 2021 approved the Business Transfer Agreements (ETA) with Switch Mobility Automotive Limited (Step down subsidiary of the Company) and Ohm Global Mobility Private Limited (Fellow subsidiary of the Company) for transferring its Electrical Vehicle business and its Electrical Vehicle Mobility As A Service (EMAAS) business respectively with effect from 01 October 2021. The Company enhanced its product portfolio with CNG models in ICV trucks segment to cater to the boost in demand for alternate fuels in the e commerce and last-mile delivery applications. Further, product enhancements like High Horsepower Mining Tipper and Surface Tipper, helped it to strengthen presence in Construction and Mining industry. It pioneered in launching 8x2 Multi-Axle Truck with Dual Tyre Lift Axle and 6x2 Multi-Axle Truck with Single Tyre Lift Axle, which were well received during the year 2022. It added 71 new outlets during the year 2022 increasing the total count to 907 in the Aftermarket business. To keep up with the rising commercial vehicle operations in Northern and Eastern regions of India, it opened more than half of the new outlets in these regions. Penetration in LCV portfolio across geographies was made while retaining market leadership position in MDV bus segment in SAARC and GCC countries. It supplied an all-time high 1,125 units of completely built up units (CBUs) including bullet proof vehicles and 600 kits to the Indian army and in addition completed the execution of 711 Ambulances in record time under emergency procurement. After successful completion of the trials, Phoenix was launched in FY22 with flag off of 35 units to Uganda. In FY22, new product Bada Dost' was launched in the LCV segment. Bada Dost was awarded CV of Year and Pick up of the Year 2021-22 at the Global Awards for Retail Excellence presented by ET Now and World Leadership Congress. The Bada Dost also won the CII Design Excellence award 2021. During the year 2022, Company incurred Rs. 400 Crores towards capital expenditure for improving manufacturing capacity and capability covering LCV Engines, Frame Side member, SG Cast Iron, Cab Paint &Trim and Chassis Assembly; new products covering Project Vayu (CNG vehicles development), Low Cost EATS development & Emission migration Projects (BS Construction Equipment Vehicle {CEV IV} and BS VI Phase 2) and unit replacement & maintenance capex for sustenance. During the year 2022-23, Hinduja Tech Limited (HTL), a subsidiary of the Company, acquired Drive System Design Limited (DSD), known for developing innovative solutions for electrified propulsion systems. HTL allotted equity shares to Hinduja Automotive Limited, U.K. on preferential basis. Consequently, the Company's shareholding in HTL decreased from 98.76% to 74.25%. As at March 31, 2023, the Company's shareholding in HTL stands at 73.83%. During 2022-23, the Company launched the 42Ton and 44Ton Tractor trailer models, along with introduction of CNG variants in the Haulage segment. It launched 5 new products and their variants, which now has presence in over 25 countries in Africa for retail market operations. It launched Jeet 4x4 in Light vehicles segment during Defence expo. It added 80 new MHCV outlets & 73 new LCV outlets during the year, increasing the total count to 809 MHCV touch-points and 620 LCV touchpoints respectively. It launched key products in MHCV - Trucks (Domestic) that include Ecomet Star 1815HE, the first-in-industry 2620 6X2 LA, Partner Super, 42T & 44T Tractors which helped AL consolidate market position in respective segments.

Ashok Leyland Ltd Chairman Speech

Dear Shareholders,

I have great pleasure in informing you that your Company has achieved excellent results last year. Considering the uncertain industry outlook which loomed at the beginning of the year, the performance truly exemplifies the immense resilience Ashok Leyland possesses in braving the odds and emerging successfully. I would like to, on your behalf, congratulate and thank the entire team in Ashok Leyland and its wider ecosystem for their conscientious efforts to make it possible.

Reflecting on our endeavour last year, it can be noted that our journey has not been an easy one. There was volatility in commodity prices which pushed up costs, that could not be fully recovered in pricing due to unprecedented competitive pressures. Due to a combination of economic factors, the commercial vehicle industry had yet to gather momentum in the latter part of FY22 and the residual effect remained well into the initial period of FY23. Amid this turmoil, which had an impact on our market share and profitability, Ashok Leyland team quickly rejigged its product-market efforts, revamped the customer orientation and was able to realise the high aspirations that were set. While stability in the market from the second half of the year buoyed up the sentiment to an extent, our key success factors were superior product performance, clinical efforts in cost reduction and above all the “can do - will do" attitude of the Ashok Leyland team.

To enumerate some of the high points across business units,

* We sold 114,247 Medium and Heavy commercial vehicles in the

domestic market comprising 10,767 buses and 103,480 trucks including Defence vehicles, registering a growth of 75.5% and posting a market share increase of approximately 5% over the previous year, closing at 31.8%. It is gratifying that we have gained share in every region and in almost all the product subsegments, attributable to the superior performance of AVTR models, focused network development and additional thrust given on customer centricity.

* Our used vehicle business - ReAL- made good progress during

the year as was expected.

* In the Light vehicle segment, with sales of 66,669 vehicles, the growth was 27.7% over the previous year. The Bada Dost range posted its highest ever sales volume since introduction and was awarded RsPick up of the YearRs and a special edition model was awarded the RsMarketing campaign of the yearRs by ET Now and World Leadership Congress.

* Despite difficult market situation in target countries which faced issues of currency depreciation and forex availability, International Operations could achieve a growth of 2% year over year. We expanded the reach by adding distributors in 12 countries and launched 5 new products and their variants.

* Power Solutions and Aftermarket businesses had clocked a growth of 9% and 31% respectively in FY23.

* Backing this spectacular market performance, the Operations team kept pace with the highest ever LCV production and the highest monthly overall vehicles production along with the highest ever material cost savings.

All these helped us achieve an all-time high revenue of Rs 36,144 Crores with a 67% growth over previous year along with nearly 3 times growth in EBITDA - from Rs 995 Crores in FY22 to Rs 2,931 Crores, operating profit grew by 120 times and a cash surplus of ^ 243 Crores at the end of FY23.

On the product and technology front, which is our passion, we are making good progress in alternate propulsion development. At the Auto Expo held in Delhi in January this year, a wide range of alternate fuel driven products were displayed across our LCV, ICV and MDV platforms. This covered CNG, LNG, Hydrogen, Fuel Cell and Battery Electric options. Switch Mobility, through which we are positioning the electric vehicles, has gained considerable momentum in FY23 and has already made a mark in the industry. The electric LCV is slated for introduction later this year.

Recognising the importance of building a talent pipeline in an environment of homogenous culture, our HR team was on an overdrive launching several initiatives and cascading them across the board. These initiatives include defining the organisation purpose as “Transforming Lives & Businesses through Leadership in Mobility" and driving a new culture throughout the organisation. Preparing future leaders saw the introduction of a new AL-Young Talent Program and the AL-Emerging Leaders Program. Another significant milestone in our gender diversity pathway is the establishing of an all women-run engine assembly line in our Hosur plant.

I would like to take this opportunity to present some of the key initiatives in other areas that are relevant to our business. Our plants have won 13 CII-Environment, Health, and Safety Excellence Awards. Use of renewable solar power is at the top of the agenda. Renewable energy now constitutes 57% of our total requirement. Furthermore, your Company believes sustainability is key to its overall strategy and is consciously moving from compliance to competitiveness in the overall ESG approach. And 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 into 10 Focus areas deep diving individually in E, S, and G areas. Moving forward, your Company is also preparing for some major commitments around becoming carbon-neutral in its operations in the medium term and becoming Net Zero in the long term.

Under CSR, our Road To School programme (RTS) is making strides and the coverage has increased from 98,000 to over 150,000 children. During the year, the RTS initiative has been extended to J&K and Assam and is gaining ground gradually. RTS has also received awards from the Tamil Nadu Government, ASSOCHAM, FICCI and SIAM. The Road to Livelihood programme, which was introduced this year for Classes 9-12 has been well received by parents and the community. Your Company is determined to expand this further, not just impacting a greater number of students but also widening its reach to many more states.

You may recall we had a tagline Aap Ki Jeet Hamari Jeet for about 10 years. It symbolized a mission and a role for us as relevant then. With the changed business dynamics and our heightened self-belief together with our aspirational vision, Ashok Leyland management felt that the tag line needs to be renewed and be reflective of our current outlook. Also, this is our 75^th year Anniversary and an occasion befitting a suitable tagline that galvanises the organisation towards a limitless horizon. On that basis, Koi Manzil Door Nahin (No Dream too far) has been chosen, which will guide and power all our strategies and actions from now on.

Moving on, it is reasonably expected that in FY24, the demand is expected to exceed pre-COVID levels of 2018-19. Government infrastructure spending, strong replacement demand and a healthy traction from core industries like steel, cement and mining are expected to drive growth. You will be pleased to note that your Company is fully prepared to take advantage of the anticipated opportunities without compromising on market share and profitability targets.

As we move forward in our aspirations positively, I would like to gratefully acknowledge your continued trust and faith in us and would like to assure you of progressive growth in shareholder value year after year.

Yours sincerely,

Dheeraj G Hinduja

Chairman

13 June 2023

Ashok Leyland Ltd Company History

Ashok Leyland Ltd. is presently engaged in manufacture and sale of commercial vehicles. The Company manufacture engines for industrial and marine applications, forgings and casting. Its products include buses, trucks, engines, defense and special vehicles. From 18 seater to 82 seater double-decker buses, from 7.5 ton to 49 ton in haulage vehicles, from numerous special application vehicles to diesel engines for industrial, marine and genset applications, Ashok Leyland offers a range of products. The company is the flagship of the Hinduja Group. Headquartered in Chennai, India, Ashok Leyland's manufacturing footprint spreads across the globe with 9 plants; including one each at Great Britain and Ras Al Khaimah (UAE). The company's Joint Venture partners include John Deere (USA) for Construction Equipment, Continental AG (Germany) for Automotive Infotronics and the Alteams Group for the manufacture of high-press die-casting extruded aluminum components for the automotive and telecommunications sectors. Ashok Leyland Ltd was incorporated in the year 1948 with the name Ashok Motors. The company was set up in collaboration with Austin Motor Company, England for the assembly of Austin cars. In The year 1949, they commenced production at the factory situated at Ennore, south of Madras. Also, they rolled out the first indigenously assembled A40 Austin car. In the year 1950, the company made an agreement with Leyland, UK in which Ashok Motors got sole rights to import, assemble and progressively manufacture Leyland trucks for seven years. In the year 1954, the Government approved the progressive manufacture of Leyland commercial vehicles and a license was granted for the manufacture of 1,000 Comets a year. In the year 1955, the company name was changed to Ashok Leyland Ltd with equity participation from Leyland Motors Ltd. In the year 1967, the company launched 'Titan', the first Indian-made double decker with 50% indigenous components. In the year 1970, the company designed and delivered 1,000 numbers of the 6x4 'Hippo' Tipper to the Indian Army based on their specific requirements. In the year 1972, the license was granted to manufacture 10,000 vehicles a year. In the year 1976, the company introduced the 'Viking', the first ever bus with an alternator and a unique front overhang that facilitated front entry. In the year 1978, they introduced India's first rear-engine bus, 'Cheetah'. In the year 1980, the company inaugurated their second plant in Hosur. They launched India's first 13-ton truck, 'Tusker' with a 125 hp engine. Also, they launched country's first multi-axle truck, 'Taurus'. In the year 1982, they introduced India's first vestibule or the articulated bus. They inaugurated two new manufacturing facilities at Bhandara (Maharashtra) and Alwar (Rajasthan) in March 1982 and August 1982 respectively. In the year 1993, the company received ISO 9002 certification. In the year 1995, they received ISO 9001 Certification. Aslo, they set a driver training facility at Namakkal. In the year 1996, the company set up their second plant at Hosur. In the year 1997, they launched the Stallion, an all-terrain logistic vehicle. Also, they launched India's first CNG-powered bus. In the year 2002, the company developed the country's first Hybrid Electric Vehicle and showcased at Auto Expo 2002. In the year 2006, the company acquired the truck business of Czech Republic-based AVIA. They entered into an agreement with Ras Al Khaimah Investment Authority For the setting up of a bus assembly plant in the UAE. In the year 2007, the company entered into a joint venture with Nissan Motor Company, Japan for manufacture and marketing of Light Commercial Vehicles. They entered into a joint venture with Continental AG, Germany for the development of automotive infronics. Also, they entered into a joint venture with Alteams Group, Finland for the production of HPDC (High Pressure Die Casting) extruded aluminum components. In the year 2008, the company entered into a joint venture with John Deere, USA for the manufacture of construction equipment products. They established Albonair, GmbH for development of vehicle emission treatment / control systems and products. In March 2010, the company inaugurated a plant at Pantnagar in Uttarakhand. This is the company's modern, technologically world-class and largest plant with a capacity to touch 75,000 vehicles. They introduced the new, future-ready U-Truck platform with the promise of a holistically superior level of trucking. The company bought 26% stake in Optare plc, a well-known bus maker in the UK. In order to cater to the emerging markets in China and India, Albonair (India) Pvt Ltd was incorporated during the year. During the year 2010-11, the company acquired 26% in the equity share capital of Optare plc, U.K., a leading bus manufacturer in U.K., which will benefit the company in their endeavour to address new markets, and to accelerate technology development. In December 16, 2010, the company inaugurated the state-of-the-art factory built as a venture between the company and Ras Al Khaimah Investment Authority (RAKIA), at Ras Al Khaimah. This facility will cater to the needs of the African/Middle East markets and also facilitate launching of AVIA range of trucks manufactured by Avia Ashok Leyland Motors s.r.o. to these markets. In the year 2011, the company entered into the LCV segment with the launch of Dost. In September 2011, the company entered into the Tanzanian market by bagging an order for 723 trucks, buses and special application vehicles. In October 2011, the company entered into the construction equipment space with the launch of a new brand, LEYLAND DEERE. In November 2011, the company received the contact to supply 700 cluster CNG buses to Delhi. In the year 2012, the company launched Jan Bus, world's first single step entry, front engine, fully flat floor bus. They introduced U-3723, India's first 37-tonne haulage truck with the highest payload of up to 27 tonnes. In January 2012, the company increased their stake in Optare plc to 75.1%. In 2013, Ashley Services Limited (ASL) has become a wholly owned subsidiary of the company. The company bags contract for about 2,610 buses for an undisclosed amount from the Institute of Road Transport (IRT), Tamil Nadu which is a nodal organisation that obtains buses for all state transport corporations. The company opens 3 dealer outlets in a day to significantly expand network presence in Gujarat. The company inaugurated the company's new Driver Training Institute (DTI) at Chhindwara. The company launches Luxura Magical India' Bus, in support of Charter for Charity'. In 2014, the company launched two new Light Commercial Vehicles (LCV) - PARTNER truck, India's first air-conditioned LCV goods vehicle and MiTR bus. The company, launched JanBus' - the world's first', fully-flat floor, front-engine bus with single-step entry and air suspension in Kolkata. The Company has bagged a contract from the Ministry of Tourism & Hospitality Industry, Government of Zimbabwe for supply of 670 vehicles valued at approx. USD 50 million. The company received an order for 2,200 buses from the Government of Sri Lanka'. The company bags major projects from Africa worth USD 79.2 mn. The company signs a MoU with Bank of Maharashtra for vehicle financing. In 2015, the company has tied up with Lakshmi Vilas Bank to provide finance to its commercial vehicle buyers. The company wins order for buses worth 82 mn USD from Senegal. The company wins contract for 3600 vehicles worth $200Mn from Cote D'Ivoire. The company inaugurated a new dealership M/s. Makroo Motor Company in Srinagar. The company signed a Memorandum of Understanding (MoU) with The South Indian Bank. The company opens a new dealership in Hosapete, Karnataka. The company opens a new dealership in Mangaluru, Karnataka. The company also inaugurates a state-of-the-art workshop in Riyadh. During the year 2016, as a part of the divestment plans of the Company to sell non-core businesses, the company sold 23,25,18,140 equity shares of 10/- each held in Ashok Leyland John Deere Construction Equipment Company Private Limited to Gulf Ashley Motor Limited, a subsidiary of the Company and thereafter the Company has infused committed capital contributions. Automotive Infotronics Limited, joint venture and Ashley Airways Limited an associate of the Company are under liquidation. During the year under review 2016-2017, the Board of Directors of the Company at their meeting held on September 14, 2016, approved the draft scheme of amalgamation of Hinduja Foundries Limited (HFL) with the Company and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 subject to regulatory approvals. The Appointed Date for the scheme of amalgamation was October 1, 2016. The intended amalgamation has been approved by the shareholders at the Court Convened Meeting held on January 23, 2017 and through Postal Ballot on January 25, 2017. The Hon'ble National Company Law Tribunal, Chennai Bench (NCLT) which heard the Company's petition on April 18, 2017 sanctioned the scheme of amalgamation of HFL with the Company and their respective shareholders, and creditors. The NCLT Order was filed with the Registrar of Companies, Chennai and the scheme became effective on April 28, 2017. The Board of Directors of the Company has formed a Committee of Directors comprising of Mr. Dheeraj G Hinduja, Chairman, Mr. Vinod K Dasari, Chief Executive Officer and Managing Director, Mr. D J Balaji Rao and Mr. Sanjay K Asher, Directors as members of the Committee and authorised the Committee to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to the Order of NCLT on the scheme of amalgamation of HFL with the Company including but not limited to issue and allotment of the equity shares of the Company to the eligible shareholders of the Transferor Company as on the Record date. Further to the receipt of noted letter from the designated stock exchange, the Board of Directors of the Company has fixed Wednesday, June 7, 2017 as the Record Date' for determining the shareholders of Hinduja Foundries Limited (Transferor Company), entitled to receive the equity shares of Ashok Leyland Limited (Transferee Company), under the Scheme of amalgamation sanctioned by NCLT. Consequent to the above, the issued, subscribed and paid-up equity share capital will stand increased from 2,845,876,634 equity shares of 1/- each to 2,926,534,926 equity shares of 1/- each. Consequent to the amalgamation of Hinduja Foundries Limited with the Company, Ashok Leyland Wind Energy Limited became an associate company of the Company As on March 31, 2017, the company has 24 Subsidiaries, 7 Associate Companies and 2 Joint venture companies.2017. During the year, the Company, Ashok Leyland Nissan Vehicles Limited (subsidiary) and Nissan Ashok Leyland Powertrain Limited, Nissan Ashok Leyland Technologies Limited (joint ventures), entered into restructuring and settlement agreements with Nissan Motor Co. Ltd, Japan (NML). As a part of the restructuring and settlement agreements, the Company acquired the entire shareholdings from NML in the subsidiary and joint venture companies resulting in all the three companies becoming wholly owned subsidiaries of your Company. During the year 2016-2017, Hinduja Leyland Finance Limited (HLFL) became a material subsidiary since the net worth of HLFL in the immediately preceding accounting year exceeded twenty percent of the consolidated net worth of the Company and its subsidiaries. In compliance with the requirements of SEBI Listing Regulations, Dr. Andreas H Biagosch, Independent Director of the Company has been appointed as an Independent Director in the Board of HLFL. Automotive Infotronics Limited, joint venture and Ashley Airways Limited an associate of the Company are under liquidation. The petition for voluntary winding up of Automotive Infotronics Limited was filed with the High Court of Judicature of Madras during March 2017 and the winding up process is expected to be completed during the financial year 2017-18. During the year under review Ashok Leyland (UK) Limited has initiated the process of voluntary winding up. The Board of Directors of Hinduja Leyland Finance Limited (HLFL), a subsidiary company of Ashok Leyland Limited, at its meeting held on 23 May 2017 decided to withdraw the Draft Red Herring Prospectus (DRHP) for the proposed initial public offering of equity shares of HLFL and accordingly the DRHP was withdrawn from the Securities Exchange Board of India on 16 June 2017. On 18 July 2017, Ashok Leyland announced the formation of a strategic alliance with SUN Mobility, promoted by Chetan Maini, founder of Reva and Uday Khemka, Vice Chairman of SUN Group. This global partnership between Ashok Leyland and SUN Mobility will leverage India's innovation and engineering potential to develop truly world class mobility solutions. SUN Mobility plans to revolutionise the transportation sector by deploying a unique open-architecture ecosystem built around its proprietary smart batteries and a network of quick interchange battery solutions. On 10 August 2017, Ashok Leyland announced the launch of Digital Market Place, an industry-first combination of four innovative digital solutions. Riding on the exponential smartphone growth, these digital solutions are simple to use, compatible with all smartphones, and work like any other, everyday app. The four digital solutions viz. i-Alert, ServiceMandi, E-diagnostics and Laykart will help customers manage their business with a simple tap, by making it simpler for them to log on to their business from anywhere and manage their operations with ease. On 17 November 2017, Ashok Leyland announced that it has entered into a Share Purchase and Shareholders Agreement with Everfin Holdings, shareholder of Hinduja Leyland Finance (HLFL), for acquisition of 2.04 crore shares of Rs.10/- each constituting 4.68% in the paid-up share capital of HLFL at a price of Rs.110/- per share. The total consideration payable works out to Rs 225.42 crore. Post the transaction, Ashok Leyland's shareholding in HLFL will increase from 57.22% to 61.90%. Consequent to Everfin Holdings' decision to sell part of its stake in HLFL, Ashok Leyalnd is acquiring the same along with other existing shareholders of HLFL. HLFL is a Non-Banking Finance Company. It clocked revenue of Rs 1486.31 crore and profit after tax of Rs 167.53 crore in FY 2016-17. On 24 November 2017, Ashok Leyland announced that consequent to the conversion of loans into equity, the company's shareholding in Optare plc will increase from 75.11% to 98.31%. The aforesaid conversion of loans into equity has no impact on profits and cash flows for the current financial year of Ashok Leyland as the investments in the equity shares and the loans given to Optare plc was fully impaired as of March 2017. Optare plc, a subsidiary of the company is situated in United Kingdom. Optare plc is involved in the manufacture of single decker, double-decker buses and electric buses for the UK and other export markets. Optare plc clocked revenue of 35 million and net loss of 15.7 million in FY 2016-17. On 27 November 2017, Ashok Leyland announced that it has entered into a Mutual Cooperation Agreement with Hino Motors Ltd. Japan where Ashok Leyland will utilise Hino's engine technology for Ashok Leyland's EURO-VI development and will support in development of Hino's engine parts purchasing in India for global operation. Hino and Ashok Leyland have had a cooperative agreement for engine production in India since 1986. By this mutual cooperation agreement, both companies will leverage each others' strengths in diesel engines to enhance their competitiveness. Ashok Leyland will enhance its competitiveness by jointly developing engines for BS-VI compliance in India through the engine technology of Hino Motors. Hino Motors will promote engine parts development in India by utilizing Ashok Leyland in India to strengthen Hino's competitiveness. On 17 January 2018, Ashok Leyland announced that it took the next step to secure long-term arrangements for its EV commercial vehicles by signing a Letter of Intent with Phinergy of Israel. The company and Phinergy will work towards adaptation of unique, competitive and sustainable solutions for high energy applications in the commercial vehicle space. Phinergy has developed cutting edge technology solutions for the use of Aluminium Air Batteries for EV and other applications. With Ashok Leyland, Phinergy will be tailoring its unique technology to meet the demanding high-energy requirements of commercial vehicles in the Indian market. On 30 March 2018, credit rating agency CARE Ratings upgraded the Long-term/Short-term bank facilities of Ashok Leyland to CARE AA+; Stable/CARE A1+ and reaffirmed the Commercial Paper program. CARE Ratings said in a press release that the revision in long-term rating of Ashok Leyland factors in the continuous improvement in its financial position in the past three years ended December 2017 supported by its strong operational and financial performance. Resultantly the capital structure has witnessed significant improvement in FY 2017 and 9 months ended December 2017. On 13 April 2018, Ashok Leyland announced that it has won another critical order from the Ministry of Defence (MOD). The contract is for supplying Ashok Leyland's High Mobility 10x10 vehicles (HMV 10x10) to carry the Smerch Rockets. This initial order is worth over Rs 100 crore. The scheme of amalgamation of three wholly owned subsidiaries namely,Ashok Leyland Vehicles Ltd,Ashley Powertrain Ltd and Ashok Leyland Technologies Ltd and the scheme has become effective from appointed date 01 April 2018. The Company has 21 Subsidiaries, 5 Associates and 2 Joint ventures as on 31 March 2019. Hinduja Leyland Finance Limited is a material subsidiary of the Company. During Q3 of the financial year 2019-20, the spread of the COVID-19 virus caused global disruption, with negative impact on human health, business enterprises and the global economy in general. The rapid outbreak of the COVID-19 pandemic during Q4 of FY 2019-20, has severely impacted the physical and financial health of people across India and to prevent the contagion in the Country, phases of nationwide lockdown was announced by the Government of India. The company suspended its production across all its factory locations since 24 March 2020 and resumed operations in its plants across the Country during second week of May 2020. The Company has 22 Subsidiaries, 5 Associates and 2 Joint ventures as on 31 March 2020. During the FY2020,the company incurred Rs 1,292 crore towards capital expenditure predominantly towards BS VI, MBP, Electric vehicles, Unit replacements, maintenance capex etc.,Also the company has invested Rs 300 crore in Hinduja Leyland Finance Limited, Rs 100 crore in Optare Plc, Rs 20 crore in Albonair India, Rs 22 crore in Vasuki (Special Limited Partnership) and Rs 4 crore in Ashley Aviation. During the FY2021,the company has issued and allotted on private placement basis, secured redeemable non-convertible debentures (NCDs) aggregating to Rs 600 crore. The Company had 26 Subsidiaries, 5 Associates and 2 Joint ventures as on 31 March 2021. Consequent to the acquisition of 58,500,000 shares of Rs 10/- each of Hinduja Tech Limited ('HTL') from Nissan International Holding BV, HTL has become a wholly owned subsidiary of the company. Consequently,Hinduja Tech (Shanghai) Co., Limited also became step down Subsidiary of the Company. During the year 2020-21, the Company has incorporated a wholly owned subsidiary in the name of Vishwa Buses and Coaches Limited to carry on the business of bus body building. The Company and HLFL have jointly incorporated a new Company with 50% holding each in the name of Gro Digital Platforms Limited (GDPL) during April 2021. The company has been declared as the 'Platinum Award Winner of Green Leaf Afforestation Award' in the Automobile sector for the year 2019, by Apex India Foundation in FY21. During the year 2020-21, the company has invested Rs 150 Crore in Optare Plc,Rs 90 Crore in Hinduja Leyland Finance Limited, Rs 70 Crore in Hinduja Tech,Rs 33 Crore in Vishwa Buses and Coaches Limited, Rs 19 Crore in Prathama Solar & Rs 5 Crore in Ashley Aviation. The Board of Directors of the Company at its meeting held on November 12, 2021 approved the Business Transfer Agreements (ETA) with Switch Mobility Automotive Limited (Step down subsidiary of the Company) and Ohm Global Mobility Private Limited (Fellow subsidiary of the Company) for transferring its Electrical Vehicle business and its Electrical Vehicle Mobility As A Service (EMAAS) business respectively with effect from 01 October 2021. The Company enhanced its product portfolio with CNG models in ICV trucks segment to cater to the boost in demand for alternate fuels in the e commerce and last-mile delivery applications. Further, product enhancements like High Horsepower Mining Tipper and Surface Tipper, helped it to strengthen presence in Construction and Mining industry. It pioneered in launching 8x2 Multi-Axle Truck with Dual Tyre Lift Axle and 6x2 Multi-Axle Truck with Single Tyre Lift Axle, which were well received during the year 2022. It added 71 new outlets during the year 2022 increasing the total count to 907 in the Aftermarket business. To keep up with the rising commercial vehicle operations in Northern and Eastern regions of India, it opened more than half of the new outlets in these regions. Penetration in LCV portfolio across geographies was made while retaining market leadership position in MDV bus segment in SAARC and GCC countries. It supplied an all-time high 1,125 units of completely built up units (CBUs) including bullet proof vehicles and 600 kits to the Indian army and in addition completed the execution of 711 Ambulances in record time under emergency procurement. After successful completion of the trials, Phoenix was launched in FY22 with flag off of 35 units to Uganda. In FY22, new product Bada Dost' was launched in the LCV segment. Bada Dost was awarded CV of Year and Pick up of the Year 2021-22 at the Global Awards for Retail Excellence presented by ET Now and World Leadership Congress. The Bada Dost also won the CII Design Excellence award 2021. During the year 2022, Company incurred Rs. 400 Crores towards capital expenditure for improving manufacturing capacity and capability covering LCV Engines, Frame Side member, SG Cast Iron, Cab Paint &Trim and Chassis Assembly; new products covering Project Vayu (CNG vehicles development), Low Cost EATS development & Emission migration Projects (BS Construction Equipment Vehicle {CEV IV} and BS VI Phase 2) and unit replacement & maintenance capex for sustenance. During the year 2022-23, Hinduja Tech Limited (HTL), a subsidiary of the Company, acquired Drive System Design Limited (DSD), known for developing innovative solutions for electrified propulsion systems. HTL allotted equity shares to Hinduja Automotive Limited, U.K. on preferential basis. Consequently, the Company's shareholding in HTL decreased from 98.76% to 74.25%. As at March 31, 2023, the Company's shareholding in HTL stands at 73.83%. During 2022-23, the Company launched the 42Ton and 44Ton Tractor trailer models, along with introduction of CNG variants in the Haulage segment. It launched 5 new products and their variants, which now has presence in over 25 countries in Africa for retail market operations. It launched Jeet 4x4 in Light vehicles segment during Defence expo. It added 80 new MHCV outlets & 73 new LCV outlets during the year, increasing the total count to 809 MHCV touch-points and 620 LCV touchpoints respectively. It launched key products in MHCV - Trucks (Domestic) that include Ecomet Star 1815HE, the first-in-industry 2620 6X2 LA, Partner Super, 42T & 44T Tractors which helped AL consolidate market position in respective segments.

Ashok Leyland Ltd Directors Reports

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)

Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's shareholding in HTL decreased from 98.76% to 74.25%. As at March 31, 2023, the Company's 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 Company's subsidiaries, associates and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website 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 Company's 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 Company's 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 Company's stakeholders.

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

The Company's policy on 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 Company's 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 Company's 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 Company's 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 Company's policies, b) safeguarding of assets, and c) that transactions are accurate, complete and properly authorized prior to execution. Details are provided in Management Discussion and Analysis Report in Annexure F to this report.

RISK MANAGEMENT

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

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 Company's employees for their dedicated service and firm commitment to pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support of the Government of India, Governments of various States in India, bankers, financial institutions, customers, dealers and suppliers and also, the valuable assistance and

advice received from the joint venture partners, Hinduja Automotive Limited, the Hinduja Group and the Members. We look forward to the continued support of all the partners in our progress.