COMPANY'S PERFORMANCE

The Indian Commercial Vehicle (CV) industry continues to be robust since FY22. Following a flat performance in FY25, the CV Total Industry Volume (TIV) grew significantly in FY26, supported by the implementation of GST 2.0 in the second half of FY26. The lowering of GST rates provided a significant impetus to demand, contributing to a sharp recovery in retail sales. The Medium & Heavy Commercial Vehicle (M&HCV) segment registered strong growth of 11.5% driven primarily by trucks, which grew 15.2%, while the Bus segment declined by 1.9% compared to previous year. The Light Commercial Vehicle (LCV) segment also recorded healthy growth of 14.3% during the year. Commercial vehicle exports grew 18.5% in FY26, reflecting strong demand in international markets.

Your Company sold 1,28,033 M&HCVs in the domestic market, comprising 21,261 buses and 1,06,772 trucks (including Defence vehicles), registering a 11.5% growth over the previous year. LCV sales stood at 74,322 vehicles, reflecting a 14.3% growth yearonyear. Your Company achieved all time high sales volumes and revenues across multiple business verticals, including M&HCV, LCV, International Operations, Spare Parts and the Power Solutions business.

Your Company's sales in the M&HCV Trucks segment increased 15.2% to 1,05,905 units in FY26, compared to 91,960 units in FY25. Key product launches during the year included AVTR 4828 multi-axle vehicles, Hippo 5532 tractor-trailers, and Taurus 320 hp tippers. These launches strengthened the Company's positioning in the high horsepower tipper and tractor categories. The M&HCV Bus segment witnessed a modest decline of 1.9%, with sales of 20,840 units in FY26 versus 21,249 units in FY25, reflecting market normalization after peak demand in FY25. Notable product launches during the year included Garud 13.5M H64V, Sunshine Li, Oyster CNG (School), Oyster ZMax, and Oyster Max. During the year, your Company expanded its network by adding 108 new outlets and 883 service bays, with 40% of new outlets established in the North and East regions. Your Company was ranked No.1 in the Dealer Satisfaction Survey (DSS), No.1 in Sales Satisfaction Index (SSI), and No.2 in Customer Satisfaction Index (CSI) as per independent market surveys. Spare parts revenue reached Rs 4,450 crores in FY26, registering a 12% growth over FY25.

In the LCV segment, your Company achieved highest ever sales of 74,322 units, representing 14.3% growth year on year. Vahan market share in 0-7.5 Tonne Cargo segments reached an all time high of 12.7%, an improvement of 80 basis points over FY25. Your Company expanded its footprint in the 2-4 Tonne segment with the launch of the BADA DOST XL series, increasing the addressable LCV market to about 56%. Your Company strengthened its position as the No. 2 player in the 2-4T segment, while remaining focused on profitable growth, best in industry SSI/CSI, and best in class warranty and service retention. In the LCV business, your Company added 107 new touchpoints, taking the total dealer network to 945 touchpoints.

In International Operations, your Company delivered highest ever sales of 18,082 units, reflecting 18.5% growth over FY25. Growth was driven by strong demand across key regions. The Company sharpened its focus on the GCC markets, strengthening manufacturing capabilities at the RAK plant, which achieved its highestever production levels. Regional growth was supported by improved spare parts availability, expanded network touchpoints, capability building, and customer diversification. Political instability in Bangladesh and forex challenges in Nigeria impacted TIV in these markets.

In South Africa, a strategic partnership with the Hallmark Group enabled the addition of 30 new touchpoints, significantly enhancing dealer coverage. During the year, the Company initiated EV portfolio trials in select international markets and entered a strategic partnership with PT Pindad (Indonesia) for EV bus assembly and deployment under Trans Jakarta, taking first major steps towards its ASEAN growth strategy.

In Power Solutions Business, your Company has registered 10% growth, achieving all time high sales of 36,351 engines, driven primarily by improved performance in industrial and agricultural segments. The Powergen segment remained stable, with sustained market demand. Year-to-date Ashok Leyland volumes grew 10%, supported by network expansion and new corporate orders.

Building on the record-breaking momentum of FY25, your Company is poised to deliver another year of strong financial performance in FY26, recording its highest-ever revenues, EBITDA, and profitability. Revenue from operations grew 14% year-on-year to ' 44,007 crore, while Operating PBT (excluding exceptional items) rose 22% to ' 5,163 crore. Profit After Tax registered a robust 8% increase to ' 3,566 crore, supported by EBITDA of ' 5,732 crores at a margin of 13.0%, up from 12.7% in FY25. This margin expansion reflects your Company's continued focus on new product launch, cost optimisation, and operational efficiencies. Your Company achieved a significant turnaround in its debt position, closing the year with a net cash surplus of ' 5,899 crore, underscoring strong cash generation and providing ample financial flexibility to fund future growth, R&D, and investments in alternative fuel and electric mobility initiatives.

Detailed performance highlights are covered 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

Bonus issue:

The Board of Directors, at their meeting held on May 23, 2025, recommended a bonus issue of equity shares in the ratio of 1:1 i.e., one bonus equity share of face value ' 1 each for every one fully paid-up equity share of the Company held on July 16, 2025 being the record date. This was approved by the shareholders through postal ballot on July 6, 2025. Accordingly, the Company allotted 2,93,65,27,276 bonus equity shares on July 17, 2025 to shareholders whose names appeared in the register of members as on the record date.

ESOP:

During the year under review, the Nomination and Remuneration Committee had allotted 8,00,000 equity shares (including Bonus shares as applicable) 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 as on March 31, 2026 stands at ' 5,87,38,54,552/- divided into 5,87,38,54,552 equity shares of ' 1/- each.

DIVIDEND

The Board of Directors at their meeting held on November 12, 2025 had declared an interim dividend of ' 1/- per equity share for the financial year ended March 31, 2026 involving an outflow of ' 587.38 crores. Further, the Board of Directors at their meeting held on May 28, 2026 declared a second interim dividend of ' 2.50/- per equity share for the financial year ended March 31, 2026 involving an outflow of ' 1,468.46 crores.

With this, for the FY2025-26 the Company has paid two interim dividends aggregating to ' 3.50/- per share of face value ' 1/- each.

Having regard to the facts and circumstances, the interim dividends be considered as final dividend.

The Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), is hosted on the Company's website at the link provided on page no. 68 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, your Company did not issue any fresh Non-Convertible Debentures (NCDs), nor were any NCDs redeemed during the year.

(b) Rupee Term Loans

During the year, a fresh rupee term loan of ' 103 crores was availed. Your Company repaid ' 329.31 crores on the scheduled due dates, in accordance with the repayment schedule and loan agreement terms.

(c) External Commercial Borrowings (ECBs)

During the year under review, your Company did not raise any fresh ECBs. Your Company repaid ' 50.29 crores on the scheduled due dates, in accordance with the repayment schedule and loan agreement terms.

As at March 31, 2026, long term borrowings stood at ' 1,002.04 crores as against ' 1,286.11 crores on March 31, 2025. Details pertaining to the credit rating of the debt instruments are provided in the Corporate Governance report.

HUMAN RESOURCES

At Ashok Leyland, the Human Resources function continued to enable business momentum by building a resilient, inclusive, and future-ready workforce, anchored in the Company's values and strategic priorities. Our people agenda in FY26 was guided by five core pillars: Strengthening Culture and Values, Building a Robust Leadership Pipeline, Creating a Future-Ready Talent Ecosystem, Advancing Diversity, Equity and Inclusion, and Accelerating Digital HR and ER Transformation to deliver a superior employee experience and operational agility.

Key initiatives:

As part of the continued rollout of The AL Way, purposeful efforts were undertaken to deepen the adoption of values and strengthen organizational culture across all levels. Purpose and Values were cascaded across associate levels through structured workshops and gamified digital learning. Insights from the Hinduja One Voice (HOV) survey were actively

translated into targeted interventions at organization and manager levels. A Pulse Survey conducted in January 2026 reflected positive movement on key dimensions such as development, wellbeing, progress, and intent to stay.

In Diversity, Equity and Inclusion ('DEI') the Company achieved further progress with gender diversity increasing to 9.67%. DEI goals are now business owned, supported through strengthened governance and leadership accountability. A Diversity Council comprising senior leaders and an external expert was institutionalized to guide sustained progress. Diversity hiring remained a strong lever, with 50% representation in campus hires, alongside continued efforts to build inclusive mindsets and enable diverse talent to thrive.

On the talent and learning front, Learning & Development interventions expanded significantly during the year. Over 3.08 lakh learning hours were recorded, covering 91% of executives, through structured capability building journeys across levels. Programs spanned frontline and functional capability building, competency based learning, early career development, and leadership readiness. Measurement frameworks were embedded to track learning effectiveness and business impact.

Leadership development and succession planning remained a key priority. The Business Leadership Program (BLP) development journey for 24 high potential leaders continued with strategic, high-impact projects, reviewed periodically by the leadership team to build enterprise level capability and prepare future CXO talent. The Emerging Leaders Program (ELP) 2026-27 was launched with a cohort of 30 senior executives on a one year development journey. Additionally, a coaching led development approach for key business leaders was initiated for senior management, supported by self assessments, 360 degree feedback, manager inputs, and clearly defined development goals, reviewed through the Talent Review process.

Early career talent pipelines were strengthened with redesigned GET and DET learning journeys, including deeper product, manufacturing, and field immersions to enhance role readiness and build longterm capability aligned to business needs.

In line with the focus on agility, transparency, and simplification, Performance Management processes were further strengthened with high levels of governance and completion. Digitization efforts progressed with the launch of the Company intranet, 'Engage,' including chatbot enablement, enhancing communication, access to information, and employee experience. Live dashboards and analytics continued to support datadriven decision making.

Industrial Relations and blue-collar workforce strategy delivered strong outcomes during the year. Longterm wage settlements were successfully concluded at six of seven plants, supported by structured engagement and ER capabilitybuilding initiatives for union leadership. These interventions enabled the highestever uniform productivity improvement of 15% across key plants resulting in record production achievements. Large scale manpower mobilization, cost optimization initiatives, work force flexibility models, and expanded skill development through Nalanda Learning Centre further enhanced operational resilience and efficiency.

During the year, Ashok Leyland's HR transformation journey also received external validation through the 16 th CII National HR Excellence Award 2025-26, where the Company was placed in 'Significant Achievement in HR Excellence.' The feedback report provides further insights to accelerate our HR excellence journey and strengthen our people processes in line with global benchmarks.

The Company's proactive and progressive ER practices, productivity interventions, and people initiatives received national and regional recognition from NIPM, EFSI, AIOE, and NDTV, underscoring the

maturity and strength of Ashok Leyland's people and industrial relations framework.

EMPLOYEE HEALTH & SAFETY (EHS)

Your Company continued to strengthen its commitment to building a robust and sustainable safety culture through a structured, proactive, and data-driven approach. Recognising that long-term safety performance is driven by behaviours as much as systems, the Behaviour-Based Safety (BBS) programme remained a key pillar of the Company's occupational health and safety strategy, focusing on influencing safe actions, enhancing risk awareness, and embedding a preventive mindset across operations.

As part of this commitment, the Company further expanded BBS capacity building initiatives across manufacturing and support functions. Structured engagement programmes and targeted training interventions were implemented to reinforce safe work practices and encourage proactive identification of unsafe acts and conditions. These initiatives have contributed to strengthening frontline vigilance and shared ownership of workplace safety.

During the year, the Safety Ambassador Programme was formally launched across all units, supported by clearly defined role guidelines and expectations. Safety Ambassadors were identified at shop floor and operational levels to act as safety champions, enabling peer to peer engagement and reinforcing inclusive safety ownership across both employees and service providers. This initiative has enhanced on ground intervention capabilities and strengthened the role of the workforce in sustaining safe behaviours.

The Company's Operational Excellence initiative, Manthan, which was introduced with the vision of achieving Zero Harm, continued to demonstrate positive progress. During FY26, the Programme contributed to a 23% reduction in occupational injuries compared to FY25, reflecting the effectiveness of systematic risk elimination, behaviour reinforcement, and leadership engagement. To support sustained awareness and consistency, the Company continued to implement monthly risk prevention themes, enabling focused safety communication on critical risk areas. These themes were reinforced through daily EHS communications disseminated in multiple languages across all manufacturing locations, executive level EHS e learning modules to enhance leadership awareness, and targeted training programmes aligned to the identified risk themes.

The Company's sustained focus on strengthening EHS maturity was recognised through external benchmarking and industry awards during the year. One manufacturing plant was conferred the Gold Category award and declared a Sectoral Topper for EHS Process Maturity Excellence by the Confederation of Indian Industry (CII). In addition, Ashok Leyland received multiple CII EHS awards during FY26, including Gold, Silver, and Special Category recognitions, underscoring the Company's continued progress and benchmarking against industry best practices.

Through continued emphasis on behavioural safety, structured governance, leadership engagement, and external benchmarking, Ashok Leyland remains committed to enhancing workplace safety and employee well-being, while supporting operational resilience and long-term value creation aligned with corporate sustainability and ESG objectives.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance. All Directors and Senior Management personnel have confirmed 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's sustainability journey reflects a commitment to responsible growth, anchored in its ESG vision and embedded within its core strategy. With targets of achieving carbon neutrality in operations and 100% renewable energy use by 2030, and net-zero emissions by 2048, sustainability remains a key driver of value creation, underpinned by a Net Zero road map across four strategic streams.

Renewable energy adoption has strengthened, with utilization reaching 77% in FY26, up from 69% in FY25, with 85% envisaged by FY27. Water stewardship has advanced, with rainwater utilization at 19%, and a commitment to 80% water self-reliance by 2030. Your Company has been certified Water Positive, with 68% recycling and groundwater dependency below 50%, reflecting continued commitment to Zero Liquid Discharge. Zero Waste to Landfill certification has been maintained, plastic neutrality sustained under EPR commitments, and biodiversity and climate risk assessments undertaken to identify, quantify, and manage emerging environmental risks. Your Company has achieved best-in-class energy, emissions and water intensity among peers through energy audits, ENCON projects, RE adoption, and sustainable water initiatives.

In sustainable mobility, your Company is advancing green technologies across battery electric and hydrogen platforms. Deployment of BOSS BEV (Battery Electric Vehicle) Haulage and AVTR BEV 55T vehicles has enabled on-road validation covering over 30 lakh km, while hydrogen fuel cell buses are progressing towards commercial adoption, reinforcing a multi-fuel decarbonisation approach. Life-cycle assessments for the 12m diesel and electric bus have been conducted to quantify lifecycle emissions. Under the AL HARIT initiative, your Company has established its first Registered Vehicle Scrappage Facility in Ahmedabad, advancing its circular economy agenda. Your Company is also advancing the remanufacturing of used and end-of-life engines to OEM product standards, with 5,610 engines reconditioned for lifecycle extension, available across India through authorised Ashok Leyland channel partners. Internally generated scrap is channelled through foundry operations, achieving 87.5% recycling and reinforcing closed-loop material circularity.

On the social front, the Road to School program has cumulatively benefited over 6.26 lakh students across 13 states, marking a significant milestone towards the goal of impacting 1 million children. Employee volunteering has been strengthened through a formal policy framework. Gender diversity stands at 9.67%, with 50% fresh hiring achieved at the campuses. Driver skilling initiatives have trained over 3 lakh drivers, enabling placements for over 6,700 individuals. The Re-AL platform has onboarded over 13,000 users and listed 8,400 vehicles cumulatively, enhancing transparency in the pre-owned vehicle ecosystem.

Sustainability reporting is supported by BRSR reasonable assurance by M/s DNV Business Assurance India Private Limited ('DNV'). Supply chain engagement has been strengthened through quantified ESG scoring, capacity building, target setting, and independent assessment by CII Ecoedge, accelerating value chain decarbonization. Participation in AutoCAST reinforces commitment to low-emission materials.

The company's ESG performance is positively recognized by DJSI and NSE ESG assessments, and ranked 3 rd in the India's Most Sustainable Companies by Businessworld. Through collaboration with Smart Freight Centre, LeadIT, and C40, your Company continues to shape the sustainable mobility ecosystem - reinforcing the conviction that responsible business is, and will remain, a source of enduring competitive advantage.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as Annexure J to this Report and is available in the website of the Company at www.ashokleyland.com .

Further, as per SEBI Listing Requirements, your Company had taken reasonable assurance of the BRSR Core indicators from DNV third-party Independent Assurance provider and the same is hosted on the website of the Company in the link as provided in on page no. 68 of this Annual 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 39 Subsidiaries, 6 Associates and 4 Joint Ventures as on March 31, 2026. Hinduja Leyland Finance Limited ('HLFL') is a material subsidiary of the Company.

During the year, the Company had invested a sum of ' 370.58 crores in Optare Plc., UK, thereby increasing its stake to 93.28%, ' 5.70 crores in equity shares of Vishwa Buses and Coaches Limited, a wholly-owned subsidiary and ' 10 crores in Gro Digital Platforms Limited.

The Audit Committee and Board of Directors of HLFL and NDL Ventures Limited (NDL), at their respective meetings held on November 25, 2025, had approved a Scheme of Merger by Absorption under Sections 230 to 232 of the Act, for the merger of HLFL with NDL with a share exchange ratio of 25 equity shares of NDL for every 10 equity shares of HLF and conversion of NCD of HLF into NCD of NDL on similar terms and conditions.

During FY 2025-26, the Scheme received the no-objection certificate from the Reserve Bank of India and approval from the Competition Commission of India. HLFL has also received No Objection/ No Adverse Remarks from BSE and NSE for the Scheme of Merger. The Scheme would be filed with the National Company Law Tribunal, Mumbai and with other applicable regulatory authorities for approvals.

During the year, Ashok Leyland UAE LLC (AL UAE), a wholly owned subsidiary of the Company has incorporated a wholly owned subsidiary (One Person Company) in the Kingdom of Saudi Arabia in the name 'Ashok Leyland Saudi Company' and has made an investment of 5,00,000 Saudi Riyal (SAR) towards the initial share capital subscription.

Switch Mobility Limited, UK ('Switch UK'), a step-down subsidiary of the Company, has discontinued its manufacturing and assembly activities at its Sherburn facility during the year. Switch UK continues to provide aftermarket and service support for the existing vehicle parc through its other facilities. During the year, Optare Plc. UK, a subsidiary had purchased 1.01% stake of Switch UK from Dana Ltd., thereby increasing its direct holding in Switch UK to 99.57%. Consequently, Optare Plc. UK along with Hinduja Automotive Limited, UK, now holds 100% in Switch UK.

During the year, Ashok Leyland West Africa S.A., a step-down subsidiary of the Company, was voluntarily liquidated and, accordingly, ceased to be a step-down subsidiary of 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 Company's subsidiaries, associates and joint ventures in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website in the link as provided in on page no. 68 of this Annual Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website in the link as provided in on page no. 68 of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendations / approvals by the Nomination and Remuneration Committee, the Board of Directors and the shareholders, the following Directors were appointed to the Board:

- Mr. Sven Christoph Ennerst (DIN: 10942860) as Independent Director for a term of five years from June 1, 2025.

- Ms. Geeta Mathur (DIN: 02139552) as Independent Director for a term of five years from August 25, 2025.

- Mr. Sridharan Kesavan (DIN:00051976) as Independent Director for a term of three years from August 25, 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 28, 2026 have re-appointed Mr. Dheeraj G Hinduja (DIN: 00133410) as Executive Chairman, liable to retire by rotation, for a period of three years with effect from November 26, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) and other regulatory approvals. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 28, 2026 have appointed Mr. K M Balaji (DIN: 08064743) as an Additional Director in the capacity of Whole-Time Director and designated as Whole-Time Director and Chief Financial Officer for a period of two years effective May 28, 2026, subject to the approval of the shareholders at the ensuing AGM. The resolutions seeking approval of the Members for the re-appointment of Mr. Dheeraj G Hinduja and appointment of Mr. K M Balaji has been incorporated in the Notice convening the AGM of the Company along with brief details about them.

During the year under review, Ms. Manisha Girotra (DIN: 00774574) ceased to be an Independent Director with effect from the close of business hours of June 28, 2025, upon completion of her second term as Independent Director. Mr. Jose Maria Alapont (DIN: 07712699) ceased to be an Independent Director with effect from the close of business hours of September 2, 2025, upon his voluntary retirement. Mr. Gopal Mahadevan (DIN: 01746102) ceased to be Director - Strategic Finance and M&A with effect from the close of business hours of May 23, 2026, upon completion of his term. The Board places on record its sincere appreciation for Ms. Manisha Girotra, Mr. Jose Maria Alapont and Mr. Gopal Mahadevan for their contributions to the Company during their term as Directors on the Board of the Company.

Mr. Shom Ashok Hinduja (DIN: 07128441), Director retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The resolution seeking approval of the Members for his re-appointment has been incorporated in the Notice convening the AGM of the Company along with brief details about him.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and they have registered their names in the Independent Directors' Databank. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possess 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 on page no. 68 of this Annual Report.

The Company has disclosed the Director's familiarization programme on its website in the link as provided in on page no. 68 of this Annual Report. During the year, Non-Executive Directors had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending meetings of the Company and corporate action entitlements in their capacity as Members of the Company.

Pursuant to the provisions of Section 2(51) and 203 of the Act, as on the date of this report, the Key Managerial Personnel of the Company are Mr. Shenu Agarwal, Managing Director and Chief Executive Officer, Mr. K M Balaji, Whole-Time Director and Chief Financial Officer and Mr. N. Ramanathan, Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2026, 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, 2026;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS Statutory Auditor:

The Board of Directors at their meeting held on May 19, 2022 had appointed M/s. Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/E-300009) as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years from the conclusion of 73 rd AGM till the conclusion of 78 th AGM and was subsequently approved by the Members at the AGM held on July 29, 2022.

The Statutory Auditor's Report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2026 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, 2026. 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 2025-26 is placed before the Members for ratification / approval.

Secretarial Auditor:

The Board of Directors at their meeting held on May 23, 2025 had appointed Ms. B. Chandra (ACS No.: 20879, CP No. 7859), Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for a term of 5 (Five) consecutive years from the conclusion of 76 th AGM till the conclusion of 81 st AGM of the Company to be held in the Year 2030 with the approval of members at the AGM held on August 14, 2025.

The Secretarial Audit report for the financial year ended March 31, 2026 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 has been 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 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 K.

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, 2026 is available on the Company's website in the link as provided in page no. 68 of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has also put in place a policy to ensure a free and fair inquiry process for complaints received from employees, guaranteeing complete anonymity and confidentiality. During the year under review, 5 complaints were received and filed under the POSH Act. All complaints were resolved during the year following due process, and there were no cases pending as on March 31, 2026. No case remained pending for more than 90 days during the year.

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company is compliant with the provisions relating to the Maternity Benefit Act, 1961 for the year under review.

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, 7 (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 directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the Company's website in the link as provided in page no. 68 of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure B to the Board's Report.

ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the Nomination and Remuneration Committee of the Company through Circular Resolutions passed on September 11, 2025 and October 10, 2025, approved the allotment of 8,00,000 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 (AL ESOP 2016). AL ESOP 2016 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Since none of the vesting conditions were met within the vesting period, there has been no exercise of options under the ESOP Scheme

2018. Hence, based on the recommendation of the Nomination and Remuneration Committee the Board of Directors had forfeited all the options under the ESOP Plan 2018 and had terminated the ESOP Plan 2018 during the year, in accordance with the provisions of the AL ESOP Plan 2018.

Disclosure with respect to AL ESOP Plan 2016 and AL ESOP Plan 2018 of the Company are available on the Company's website in the link as provided in page no. 68 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 have carried out performance evaluation of their own performance, the Directors individually as well as the evaluation of the working of its Board's 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 2025-26 are given in Note 3.8 of the Notes to the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In compliance with the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (RPTs) as approved by the Board which is available on the Company's website in the link as provided in page no. 68 of this Annual Report.

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis and were placed and approved by the Audit Committee. During the FY 2025- 26, 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 2025-26, 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 3.8 of the Notes to the standalone financial statements.

During the FY 2025-26, approval of Members was obtained for the material RPTs under SEBI Listing Regulations for RPTs between the Company and (1) TVS Trucks and Buses Private Limited for the FY 2025-26 (2) AML Motors Private Limited for the FY 2025-26 (3) Switch Mobility Automotive Limited for the FY 2025-26 (4) TVS Vehicle Mobility Solution Private Limited for the FY 2026-27 and (5) RPTs between Switch Mobility Automotive Limited and OHM Global Mobility Private Limited for the FY 2025-26

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company's CSR policy is available on the Company's website in the link as provided in page no. 68 of this Annual Report. The composition of the CSR Committee is disclosed in the Corporate Governance Report. The annual report on CSR activities is annexed to this report as Annexure I .

During the year under review, the Company spent ' 46.55 crores on CSR activities. Further, the Board has taken on record the certificate from the head of Financial Management that CSR spends of the Company for FY 2025-26 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

COMMITTEES

As at March 31, 2026, 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 Donations and Contributions 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 in the link as provided in page no. 68 of this Annual Report.

Among other things, this Policy provides direct access to the Chairman of the Audit Committee. Your Company confirms that no Director or 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, 2026.

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

During the year under review:

- there were no applications made/proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there are no instances of one-time settlement with any Bank or Financial Institutions.

- disclosures relating to difference between the amount of the valuation in case of one-time settlement is not applicable.

- no shares with differential voting rights or sweat equity shares have been issued.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains robust internal control systems designed to uphold operational integrity. These frameworks ensure a) strict adherence to Company policies b) effective safeguarding of assets and c) the accuracy, completeness and proper authorisation of all transactions prior to execution.

A detailed overview of these internal control measures is provided in the Management Discussion and Analysis report, attached as Annexure F to this report.

Board of Directors T

Risk Management

Committee

Enterprise Risk Risk Steering

Management Team Committee

. Functional Risk

Management Team

Oversight of ERM Framework Review of Enterprise Risk & Opportunities

Providing strategic guidance Reviewing risks& mitigation plans

Risk identification, assessment & response Mitigation & reporting

Information flow

functional Reporting

RISK MANAGEMENT

Your Company has in place a comprehensive Enterprise Risk Management (ERM) framework, in line with the principles of the COSO ERM Framework (2017) and ISO 31000, which supports the identification, assessment, monitoring and mitigation of risks across the organisation and promotes a robust risk management culture. The ERM framework has been further strengthened through benchmarking with established best practices. The implementation and effectiveness of the ERM framework are overseen by the Risk Management Committee of the Board, which periodically reviews the enterprise risks and ensures that appropriate risk mitigation measures are in place. A detailed discussion on the risk management practices and key risks faced by the Company forms part of the Management Discussion and Analysis Report, annexed to this Report as Annexure F.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Mindful of rising global warming and the advancing Earth Overshoot Day, your Company has taken concrete steps to reduce its environmental footprint across all resource categories - including energy, water, packaging materials such as plastics, wood and carton boxes, and other raw materials - by adopting the 5R principles of Refuse, Reduce, Reuse,

Repurpose and Recycle. Your Company has also committed to the Science Based Targets initiative (SBTi), with goals to achieve carbon neutrality in plant operations by 2030 and net zero emissions by 2048.

Information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure A to this Report.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank the Company's employees for their dedicated service and firm commitment to pursuing the goals and Vision of the Company. Your Board also wishes to express its appreciation for the continued support of the Government of India, Governments of various States in India, bankers, financial institutions, customers, dealers and suppliers and also, the valuable assistance and advice received from the joint venture partners, Hinduja Automotive Limited, the Hinduja Group and the Members. We look forward to the continued support of all the partners in our progress.

Risk Management - Org. Structure